Common use of Letter of Credit Reimbursement Payments Clause in Contracts

Letter of Credit Reimbursement Payments. (i) The Borrowers agree to pay to the Agent, on the day on which the Agent shall honor a draft or other demand for payment presented or made under any Letter of Credit, an amount equal to the amount paid by the Agent in respect of such draft or other demand under such Letter of Credit and all expenses paid or incurred by the Agent relative thereto. Unless the Borrowers shall have made such payment to the Agent on such day, upon each such payment by the Agent, the Agent shall be deemed to have disbursed to the Borrowers, and the Borrowers shall be deemed to have elected to satisfy the reimbursement obligation by borrowing, a Loan bearing interest at the Floating Rate for the account of the Banks in an amount equal to the amount so paid by the Agent in respect of such draft or other demand under such Letter of Credit. Such Loan shall be disbursed, and each Bank shall advance its Pro Rata Share thereof, notwithstanding any failure to satisfy any conditions for disbursement of any Loan set forth in Article III or any other condition and, to the extent of the Loan so disbursed, the reimbursement obligation of the Borrowers under this Section 3.3 shall be deemed satisfied; provided, however, that such disbursement shall not be deemed to be a waiver of any Event of Default or Default, if any. (ii) If for any reason (including without limitation as a result of the occurrence of an Event of Default pursuant to Section 6.1(h)), Floating Rate Loans may not be made by the Banks as described in Section 3.3(a)(i), then (A) the Borrowers agree that each reimbursement amount not paid pursuant to the first sentence of Section 3.3(a)(i) shall bear interest, payable on demand by the Agent, at the interest rate then applicable to Floating Rate Loans, and (B) effective on the date each such Floating Rate Loan would otherwise have been made, each Bank severally agrees that it shall unconditionally and irrevocably, without regard to the occurrence of any Default or Event of Default, in lieu of a deemed disbursement of Loans, to the extent of such Bank's Pro Rata Share, purchase a participating interest in each reimbursement amount. Each Bank will immediately transfer to the Agent, in same day funds, the amount of its participation. Each Bank shall share in accordance with its Pro Rata Share (calculated by reference to the Commitments) in any interest which accrues thereon and in all repayments thereof. If and to the extent that any Bank shall not have so made the amount of such participating interest available to the Agent, such Bank and the Borrowers agree to pay to the Agent forthwith on demand such amount together with interest thereon, for each day from the date of demand by the Agent until the date such amount is paid to the Agent, at (x) in the case of the Borrowers, the interest rate then applicable to Floating Rate Loans and (y) in the case of such Bank, the Federal Funds Rate for the first five days, and thereafter the interest rate applicable to Floating Rate Loans. (b) The reimbursement obligations of the Borrowers under this Section 3.3 shall be absolute, unconditional and irrevocable and shall remain in full force and effect until all obligations of the Borrowers to the Agent and the Banks hereunder shall have been satisfied, and such obligations of the Borrowers shall not be affected, modified or impaired upon the happening of any event, including without limitation, any of the following, whether or not with notice to, or the consent of, the Borrowers: (i) Any lack of validity or enforceability of any Letter of Credit or any documentation relating to any Letter of Credit or to any transaction related in any way to such Letter of Credit (the "Letter of Credit Documents"); (ii) Any amendment, modification, waiver or consent, or any substitution, exchange or release of or failure to perfect any interest in collateral or security, with respect to any of the Letter of Credit Documents. (iii) The existence of any claim, setoff, defense or other right which the Borrowers may have at any time against any beneficiary or any transferee of any Letter of Credit (or any persons or entities for whom any such beneficiary or any such transferee may be acting), the Agent or any Bank or any other person or entity, whether in connection with any of the Letter of Credit Documents, the transactions contemplated herein or therein or any unrelated transactions; (iv) Any draft or other statement or document presented under any Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; (v) Payment by the Agent to the beneficiary under any Letter of Credit against presentation of documents which do not comply with the terms of the Letter of Credit, including failure of any documents to bear any reference or adequate reference to such Letter of Credit; (vi) Any failure, omission, delay or lack on the part of the Agent or any Bank or any party to any of the Letter of Credit Documents to enforce, assert or exercise any right, power or remedy conferred upon the Agent, any Bank or any such party under this Agreement or any of the Letter of Credit Documents, or any other acts or omissions on the part of the Agent, any Bank or any such party; or (vii) Any other event or circumstance that would, in the absence of this clause, result in the release or discharge by operation of law or otherwise the Borrowers from the performance or observance of any obligation, covenant or agreement contained in this Section 3.3. No setoff, counterclaim, reduction or diminution of any obligation or any defense of any kind or nature which the Borrowers have or may have against the beneficiary of any Letter of Credit shall be available hereunder to the Borrowers against the Agent or any Bank. Nothing in this Section 3.3 shall limit the liability, if any, of the Borrowers to the Banks pursuant to Section 10.5(b).

Letter of Credit Reimbursement Payments. (i) The Borrowers agree Company agrees to pay to the AgentLenders, on the day on which the Agent shall honor a draft or other demand for payment presented or made under any Letter of Credit, an amount equal to the amount paid by the Agent in respect of such draft or other demand under such Letter of Credit and all expenses paid or incurred by the Agent relative thereto. Unless the Borrowers Company shall have made such payment to the Agent Lenders on such day, upon each such payment by the Agent, the Agent shall be deemed to have disbursed to the BorrowersCompany, and the Borrowers Company shall be deemed to have elected to satisfy the its reimbursement obligation by borrowingby, a Loan bearing interest at the Floating Rate for the account of the Banks Lenders in an amount equal to the amount so paid by the Agent in respect of such draft or other demand under such Letter of Credit. Such Loan shall be disbursed, and each Bank shall advance its Pro Rata Share thereof, disbursed notwithstanding any failure to satisfy any conditions for disbursement of any Loan set forth in Article III or any other condition II hereof and, to the extent of the Loan so disbursed, the reimbursement obligation of the Borrowers Company under this Section 3.3 shall be deemed satisfied; provided, however, that such disbursement nothing in this Section 3.3 shall not be deemed to be constitute a waiver of any Default or Event of Default caused by the failure to the conditions for disbursement or Default, if anyotherwise. (ii) If If, for any reason (including without limitation as a result of the occurrence of an Event of Default with respect to the Company pursuant to Section 6.1(h)), Floating Rate Loans may not be made by the Banks Lenders as described in Section 3.3(a)(i), then (A) the Borrowers agree Company agrees that each reimbursement amount not paid pursuant to the first sentence of Section 3.3(a)(i) shall bear interest, payable on demand by the Agent, at the interest rate then applicable to Floating Rate Loans, and (B) effective on the date each such Floating Rate Loan would otherwise have been made, each Bank Lender severally agrees that it shall unconditionally and irrevocably, without regard to the occurrence of any Default or Event of Default, in lieu of a deemed disbursement of Loansloans, to the extent of such BankLender's Pro Rata ShareCommitment, purchase a participating interest in each reimbursement amount. Each Bank will immediately transfer to the Agent, in same day funds, the amount of its participation. Each Bank shall share in accordance with its Pro Rata Share (calculated by reference to the Commitments) in any interest which accrues thereon and in all repayments thereof. If and to the extent that any Bank shall not have so made the amount of such participating interest available to the Agent, such Bank and the Borrowers agree to pay to the Agent forthwith on demand such amount together with interest thereon, for each day from the date of demand by the Agent until the date such amount is paid to the Agent, at (x) in the case of the Borrowers, the interest rate then applicable to Floating Rate Loans and (y) in the case of such Bank, the Federal Funds Rate for the first five days, and thereafter the interest rate applicable to Floating Rate Loans. (b) The reimbursement obligations of the Borrowers under this Section 3.3 shall be absolute, unconditional and irrevocable and shall remain in full force and effect until all obligations of the Borrowers to the Agent and the Banks hereunder shall have been satisfied, and such obligations of the Borrowers shall not be affected, modified or impaired upon the happening of any event, including without limitation, any of the following, whether or not with notice to, or the consent of, the Borrowers: (i) Any lack of validity or enforceability of any Letter of Credit or any documentation relating to any Letter of Credit or to any transaction related in any way to such Letter of Credit (the "Letter of Credit Documents"); (ii) Any amendment, modification, waiver or consent, or any substitution, exchange or release of or failure to perfect any interest in collateral or security, with respect to any of the Letter of Credit Documents. (iii) The existence of any claim, setoff, defense or other right which the Borrowers may have at any time against any beneficiary or any transferee of any Letter of Credit (or any persons or entities for whom any such beneficiary or any such transferee may be acting), the Agent or any Bank or any other person or entity, whether in connection with any of the Letter of Credit Documents, the transactions contemplated herein or therein or any unrelated transactions; (iv) Any draft or other statement or document presented under any Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; (v) Payment by the Agent to the beneficiary under any Letter of Credit against presentation of documents which do not comply with the terms of the Letter of Credit, including failure of any documents to bear any reference or adequate reference to such Letter of Credit; (vi) Any failure, omission, delay or lack on the part of the Agent or any Bank or any party to any of the Letter of Credit Documents to enforce, assert or exercise any right, power or remedy conferred upon the Agent, any Bank or any such party under this Agreement or any of the Letter of Credit Documents, or any other acts or omissions on the part of the Agent, any Bank or any such party; or (vii) Any other event or circumstance that would, in the absence of this clause, result in the release or discharge by operation of law or otherwise the Borrowers from the performance or observance of any obligation, covenant or agreement contained in this Section 3.3. No setoff, counterclaim, reduction or diminution of any obligation or any defense of any kind or nature which the Borrowers have or may have against the beneficiary of any Letter of Credit shall be available hereunder to the Borrowers against the Agent or any Bank. Nothing in this Section 3.3 shall limit the liability, if any, of the Borrowers to the Banks pursuant to Section 10.5(b).Lender will

Letter of Credit Reimbursement Payments. (ia) The Borrowers agree Borrower agrees to pay to the Agent, on the day on which the Agent shall honor a draft or other demand for payment presented or made under any Letter of Credit, an amount equal to the amount paid by the Agent in respect of such draft or other demand under such Letter of Credit and all expenses paid or incurred by the Agent relative thereto. Unless the Borrowers Borrower shall have made such payment to the Agent on such day, upon each such payment by the Agent, the Agent shall be deemed to have disbursed to the BorrowersBorrower, and the Borrowers Borrower shall be deemed to have elected to satisfy the its reimbursement obligation by borrowing, a Loan bearing interest at the Floating Prime Rate Advance for the account of the Banks Agent in an amount equal to the amount so paid by the Agent in respect of such draft or other demand under such Letter of Credit. Such Loan Advance shall be disbursed, and each Bank shall advance its Pro Rata Share thereof, disbursed notwithstanding any failure to satisfy any conditions for disbursement of any Loan Advance set forth in Article III or any other condition IV hereof and, to the extent of the Loan Advance so disbursed, the reimbursement obligation of the Borrowers Borrower under this Section 3.3 2.12 shall be deemed satisfied; provided, however, that such disbursement shall not be deemed to be a waiver of any Event of Default or Default, if any. (ii) If for any reason (including without limitation as a result of the occurrence of an Event of Default pursuant to Section 6.1(h)), Floating Rate Loans may not be made by the Banks as described in Section 3.3(a)(i), then (A) the Borrowers agree that each reimbursement amount not paid pursuant to the first sentence of Section 3.3(a)(i) shall bear interest, payable on demand by the Agent, at the interest rate then applicable to Floating Rate Loans, and (B) effective on the date each such Floating Rate Loan would otherwise have been made, each Bank severally agrees that it shall unconditionally and irrevocably, without regard to the occurrence of any Default or Event of Default, in lieu of a deemed disbursement of Loans, to the extent of such Bank's Pro Rata Share, purchase a participating interest in each reimbursement amount. Each Bank will immediately transfer to the Agent, in same day funds, the amount of its participation. Each Bank shall share in accordance with its Pro Rata Share (calculated by reference to the Commitments) in any interest which accrues thereon and in all repayments thereof. If and to the extent that any Bank shall not have so made the amount of such participating interest available to the Agent, such Bank and the Borrowers agree to pay to the Agent forthwith on demand such amount together with interest thereon, for each day from the date of demand by the Agent until the date such amount is paid to the Agent, at (x) in the case of the Borrowers, the interest rate then applicable to Floating Rate Loans and (y) in the case of such Bank, the Federal Funds Rate for the first five days, and thereafter the interest rate applicable to Floating Rate Loans. (b) The reimbursement obligations obligation of the Borrowers Borrower under this Section 3.3 2.12 shall be absolute, unconditional and irrevocable and shall remain in full force and effect until all obligations of the Borrowers Borrower to the Agent Banks and the Banks Agent hereunder shall have been satisfied, and such obligations of the Borrowers Borrower shall not be affected, modified or impaired upon the happening of any event, including without limitation, any of the following, whether or not with notice to, or the consent of, the BorrowersBorrower: (i) Any lack of validity or enforceability of any Letter of Credit or any documentation relating to any Letter of Credit or to any transaction related in any way to such Letter of Credit (the "Letter of Credit Documents"); (ii) Any amendment, modification, waiver or waiver, consent, or any substitution, exchange or release of or failure to perfect any interest in collateral or security, with respect to any of the Letter of Credit Documents.: (iii) The existence of any claim, setoff, defense or other right which the Borrowers Borrower may have at any time against any beneficiary or any transferee of any Letter of Credit (or any persons or entities for whom any such beneficiary or any such transferee may be acting), the Agent or any Bank or any other person or entity, whether in connection with any of the Letter of Credit Documents, the transactions contemplated herein or therein or any unrelated transactions; (iv) Any draft or other statement or document presented under any Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or by reason of any statement therein being untrue or inaccurate in any respect; (v) Payment by the Agent to the beneficiary under any Letter of Credit against presentation of any documents which do not comply with the terms of the Letter of Credit, including failure of any documents to bear any reference or adequate reference to such Letter of Credit; (vi) Any failure, omission, delay or lack on the part of the Agent or any Bank or any party to any of the Letter of Credit Documents to enforce, assert or exercise any right, power or remedy conferred upon the Agent, any Bank or any such party under this Agreement or any of the Letter of Credit Documents, or any other acts or omissions on the part of the Agent, any Bank Agent or any such party; or; (vii) Any other event or circumstance that would, in the absence of this clause, result in the release or discharge by operation of law or otherwise the Borrowers of Borrower from the performance or observance of any obligation, covenant or agreement contained in this Section 3.3. 2.12. (c) No setoff, counterclaim, reduction or diminution of any obligation or any defense of any kind or nature which the Borrowers have Borrower has or may have against the beneficiary of any Letter of Credit shall be available hereunder to the Borrowers Borrower against the Agent or any Bank. Nothing in this Section 3.3 shall limit the liability, if any, of the Borrowers to the Banks pursuant to Section 10.5(b).

Letter of Credit Reimbursement Payments. (i) The Borrowers agree to pay to the Agent, on the day on which the Agent shall honor a draft or other demand for payment presented or made under any Letter of Credit, an amount equal to the amount paid by the Agent in respect of such draft or other demand under such Letter of Credit and all expenses paid or incurred by the Agent relative thereto. Unless the Borrowers shall have made such payment to the Agent on such day, day upon each such payment by the Agent, the Agent shall be deemed to have disbursed to the Borrowers, and the Borrowers shall be deemed to have elected to satisfy the reimbursement obligation by borrowing, a Loan bearing interest at the Floating Rate for the account of the Banks in an amount equal to the amount so paid by the Agent in respect of such draft or other demand under such Letter of Credit. Such Loan shall be disbursed, and each Bank shall advance its Pro Rata Share thereof, notwithstanding any failure to satisfy any conditions for disbursement of any Loan set forth in Article III or any other condition and, to the extent of the Loan so disbursed, the reimbursement obligation of the Borrowers under this Section 3.3 shall be deemed satisfied; provided, however, that such disbursement shall not be deemed to be a waiver of any Event of Default or Default, if any. (ii) If for any reason (including without limitation as a result of the occurrence of an Event of Default pursuant to Section 6.1(h)), Floating Rate Loans may not be made by the Banks as described in Section 3.3(a)(i), then (A) the Borrowers agree that each reimbursement amount not paid pursuant to the first sentence of Section 3.3(a)(i) shall bear interest, payable on demand by the Agent, at the interest rate then applicable to Floating Rate Loans, and (B) effective on the date each such Floating Rate Loan would otherwise have been made, each Bank severally agrees that it shall unconditionally and irrevocably, without regard to the occurrence of any Default or Event of Default, in lieu of a deemed disbursement of Loans, to the extent of such Bank's Pro Rata Share, purchase a participating interest in each reimbursement amount. Each Bank will immediately transfer to the Agent, in same day funds, the amount of its participation. Each Bank shall share in accordance with its Pro Rata Share (calculated by reference to the Commitments) in any interest which accrues thereon and in all repayments thereof. If and to the extent that any Bank shall not have so made the amount of such participating interest available to the Agent, such Bank and the Borrowers agree to pay to the Agent forthwith on demand such amount together with interest thereon, for each day from the date of demand by the Agent until the date such amount is paid to the Agent, at (x) in the case of the Borrowers, the interest rate then applicable to Floating Rate Loans and (y) in the case of such Bank, the Federal Funds Rate for the first five days, and thereafter the interest rate applicable to Floating Rate Loans. (b) The reimbursement obligations of the Borrowers under this Section 3.3 shall be absolute, unconditional and irrevocable and shall remain in full force and effect until all obligations of the Borrowers to the Agent and the Banks hereunder shall have been satisfied, and such obligations of the Borrowers shall not be affected, modified or impaired upon the happening of any event, including without limitation, any of the following, whether or not with notice to, or the consent of, the Borrowers: (i) Any lack of validity or enforceability of any Letter of Credit or any documentation relating to any Letter of Credit or to any transaction related in any way to such Letter of Credit (the "Letter of Credit Documents"); (ii) Any amendment, modification, waiver or consent, or any substitution, exchange or release of or failure to perfect any interest in collateral or security, with respect to any of the Letter of Credit Documents. (iii) The existence of any claim, setoff, defense or other right which the Borrowers may have at any time against any beneficiary or any transferee of any Letter of Credit (or any persons or entities for whom any such beneficiary or any such transferee may be acting), the Agent or any Bank or any other person or entity, whether in connection with any of the Letter of Credit Documents, the transactions contemplated herein or therein or any unrelated transactions; (iv) Any draft or other statement or document presented under any Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; (v) Payment by the Agent to the beneficiary under any Letter of Credit against presentation of documents which do not comply with the terms of the Letter of Credit, including failure of any documents to bear any reference or adequate reference to such Letter of Credit; (vi) Any failure, omission, delay or lack on the part of the Agent or any Bank or any party to any of the Letter of Credit Documents to enforce, assert or exercise any right, power or remedy conferred upon the Agent, any Bank or any such party under this Agreement or any of the Letter of Credit Documents, or any other acts or omissions on the part of the Agent, any Bank or any such party; or (vii) Any other event or circumstance that would, in the absence of this clause, result in the release or discharge by operation of law or otherwise the Borrowers from the performance or observance of any obligation, covenant or agreement contained in this Section 3.3. No setoff, counterclaim, reduction or diminution of any obligation or any defense of any kind or nature which the Borrowers have or may have against the beneficiary of any Letter of Credit shall be available hereunder to the Borrowers against the Agent or any Bank. Nothing in this Section 3.3 shall limit the liability, if any, of the Borrowers to the Banks pursuant to Section 10.5(b).

Letter of Credit Reimbursement Payments. (ia) The Borrowers agree Account Party agrees to pay to the AgentLender, on the day on which the Agent Lender shall honor a draft or other demand for payment presented or made under any Letter of Credit, an amount equal to the amount paid by the Agent Lender in respect of such draft or other demand under such Letter of Credit and all expenses paid or incurred by the Agent Lender relative thereto. Unless the Borrowers shall have made such payment to the Agent on such day, upon each such payment by the Agent, the Agent shall be deemed to have disbursed to the Borrowers, and the Borrowers shall be deemed to have elected to satisfy the reimbursement obligation by borrowing, a Loan bearing interest at the Floating Rate for the account of the Banks in an amount equal to the amount so paid by the Agent in respect of such draft or other demand under such Letter of Credit. Such Loan shall be disbursed, and each Bank shall advance its Pro Rata Share thereof, notwithstanding any failure to satisfy any conditions for disbursement of any Loan set forth in Article III or any other condition and, to the extent of the Loan so disbursed, the reimbursement obligation of the Borrowers under this Section 3.3 shall be deemed satisfied; provided, however, that such disbursement shall not be deemed to be a waiver of any Event of Default or Default, if any. (ii) If for any reason (including without limitation as a result of the occurrence of an Event of Default pursuant to Section 6.1(h)), Floating Rate Loans may not be made by the Banks as described in Section 3.3(a)(i), then (A) the Borrowers agree that each Each reimbursement amount not paid pursuant to the first sentence of Section 3.3(a)(i3.9(a) shall bear interest, payable on demand by the AgentLender, at the interest rate then applicable to Floating Rate Loans, and (B) effective on the date each such Floating Rate Loan would otherwise have been made, each Bank severally agrees that it shall unconditionally and irrevocably, without regard to the occurrence of any Default or Event of Default, in lieu of a deemed disbursement of Loans, to the extent of such Bank's Pro Rata Share, purchase a participating interest in each reimbursement amount. Each Bank will immediately transfer to the Agent, in same day funds, the amount of its participation. Each Bank shall share in accordance with its Pro Rata Share (calculated by reference to the Commitments) in any interest which accrues thereon and in all repayments thereof. If and to the extent that any Bank shall not have so made the amount of such participating interest available to the Agent, such Bank and the Borrowers agree to pay to the Agent forthwith on demand such amount together with interest thereon, for each day from the date of demand by the Agent until the date such amount is paid to the Agent, at (x) in the case of the Borrowers, the interest rate then applicable to Floating Rate Loans and (y) in the case of such Bank, the Federal Funds Rate for the first five days, and thereafter the interest rate applicable to Floating Alternate Base Rate Loans. (b) The reimbursement obligations obligation of the Borrowers Account Party under this Section 3.3 3.9 shall be absolute, unconditional and irrevocable and shall remain in full force and effect until all obligations of the Borrowers Account Party to the Agent and the Banks Lender hereunder shall have been satisfied, and such obligations of the Borrowers Account Party shall not be affected, modified or impaired upon the happening of any event, including without limitation, any of the following, whether or not with notice to, or the consent of, the BorrowersAccount Party: (i) Any lack of validity or enforceability of any Letter of Credit or any documentation relating to any Letter of Credit or to any transaction related in any way to such Letter of Credit (the "“Letter of Credit Documents"”); (ii) Any amendment, modification, waiver or waiver, consent, or any substitution, exchange or release of or failure to perfect any interest in collateral or security, with respect to any of the Letter of Credit Documents.; (iii) The existence of any claim, setoff, defense or other right which the Borrowers Account Party may have at any time against any beneficiary or any transferee of any Letter of Credit (or any persons or entities for whom any such beneficiary or any such transferee may be acting), the Agent or any Bank Lender or any other person or entity, whether in connection with any of the Letter of Credit Documents, the transactions contemplated herein or therein or any unrelated transactions; (iv) Any draft or other statement or document presented under any Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; (v) Payment by the Agent Lender to the beneficiary under any Letter of Credit against presentation of documents a document which do does not comply with the terms of the Letter of Credit, including failure of any documents to bear any reference or adequate reference to such Letter of Credit; (vi) Any failure, omission, delay or lack on the part of the Agent or any Bank Lender or any party to any of the Letter of Credit Documents to enforce, assert or exercise any right, power or remedy conferred upon the Agent, any Bank Lender or any such party under this Agreement or any of the Letter of Credit Documents, or any other acts or omissions on the part of the Agent, any Bank Lender or any such party; or; (vii) Any other event or circumstance that would, in the absence of this clause, result in the release or discharge by operation of law or otherwise of the Borrowers Account Party from the performance or observance of any obligation, covenant or agreement contained in this Section 3.33.9. No setoff, counterclaim, reduction or diminution of any obligation or any defense of any kind or nature which the Borrowers have Account Party has or may have against the beneficiary of any Letter of Credit shall be available hereunder to the Borrowers Account Party against the Agent or any BankLender. Nothing in this Section 3.3 3.9 shall limit the liability, if any, of the Borrowers Lender to the Banks Account Party pursuant to Section 10.5(b)7.5. (c) For purposes of this Agreement, a Letter of Credit Advance (i) shall be deemed outstanding in an amount equal to the sum of the maximum amount available to be drawn under the related Letter of Credit on or after the date of determination and on or before the stated expiry date thereof plus the amount of any draws under such Letter of Credit that have not been reimbursed as provided in this Section 3.9 and (ii) shall be deemed outstanding at all times on and before such stated expiry date or such earlier date on which all amounts available to be drawn under such Letter of Credit have been fully drawn, and thereafter until all related reimbursement obligations have been paid pursuant to this Section 3.9. (d) Notwithstanding anything herein to the contrary, five days prior to the Termination Date, the Account Party shall provide cash collateral in an amount equal to the maximum amount that may be available to be drawn at any time prior to the stated expiry of all outstanding Letters of Credit issued for the account of such Account Party. Such cash collateral delivered in respect of outstanding Letters of Credit shall be deposited in a special cash collateral account to be held by the Lender as collateral security for the payment and performance of the obligations described in the following sentence. Each Account Party hereby (i) grants a first priority security interest in all such cash collateral to secure all obligations owing by such Account Party hereunder, (ii) agrees that the Lender shall have sole control over such cash collateral and may hold such cash collateral and apply it to reimbursement obligations that may become due under any Letters of Credit issued for the account of such Account Party or may apply it to any other obligations of such Account Party or any other Account Party hereunder as the Lender may determine in its discretion and (iii) agrees to execute such further documents, if any, in connection therewith as required by the Lender.

Letter of Credit Reimbursement Payments. (i) The Borrowers agree Company agrees to pay to the Agent, Administrative Agent (for the account of the Issuing Bank) on the day on which the Agent Issuing Bank shall honor a draft or other demand for payment presented or made under any Letter of Credit, an amount equal to the amount paid by the Agent Issuing Bank in respect of such draft or other demand under such Letter of Credit and all expenses paid or incurred by the Agent relative Issuing Bank related thereto. Unless the Borrowers Company shall have made such payment to the Agent Issuing Bank on such day, upon each such payment by the AgentIssuing Bank, the Agent Banks shall be deemed to have disbursed to the BorrowersCompany, and the Borrowers Company shall be deemed to have elected to satisfy the its reimbursement obligation by borrowingby, a Revolving Credit Loan bearing interest at the Floating Rate for the account of the Banks in an amount equal to the amount so paid by the Agent Issuing Bank in respect of such draft or other demand under such Letter of Credit. Such The amount of such Revolving Credit Loan shall be disbursed, and made available by the Banks to the Administrative Agent (for the benefit of the Issuing Bank) in accordance with Section 2.4(b). The participation of each Bank in the relevant Letter of Credit shall advance its Pro Rata Share thereof, notwithstanding any failure be deemed to satisfy any conditions for disbursement of any Loan set forth in Article III or any other condition be reduced by the amount made available by such Bank and, to the extent of the Revolving Credit Loan so disbursed, the reimbursement obligation of the Borrowers Company under this Section 3.3 shall be deemed satisfied; provided, however, that such disbursement shall not be deemed to be a waiver of any Event of Default or Default, if any. (ii) If for any reason (including without limitation as a result of the occurrence of an Event of Default with respect to the Company or any of its Subsidiaries pursuant to Section 6.1(h)), Floating Rate Loans may not be made by the Banks as described in Section 3.3(a)(i), then (A) the Borrowers agree Company agrees that each reimbursement amount not paid pursuant to the first sentence of Section 3.3(a)(i) shall bear interest, payable on demand by the Administrative Agent, at the interest rate then applicable to Floating Rate LoansOverdue Rate, and (B) effective on the date each such Floating Rate Loan would otherwise have been made, each Bank severally agrees that it shall unconditionally and irrevocably, without regard to the occurrence of any Default or Event of Default, in lieu of a deemed disbursement of Revolving Credit Loans, to the extent of such Bank's Pro Rata ShareCommitment, purchase a participating interest in each reimbursement amount. Each Bank will immediately transfer to the Administrative Agent, in same day funds, the amount of its participation. Each Bank shall share in accordance with its Pro Rata Share on a pro rata basis (calculated by reference to the Commitments) in any interest which accrues thereon and in all repayments thereof. If and to the extent that any Bank shall not have so made the amount of such participating interest available to the Administrative Agent, such Bank and the Borrowers Company agree to pay to the Administrative Agent forthwith on demand such amount together with interest thereon, for each day from the date of demand by the Administrative Agent until the date such amount is paid to the Administrative Agent, at (x) in the case of the BorrowersCompany, the interest rate then applicable to Floating Overdue Rate Loans and (y) in the case of such Bank, the Federal Funds Rate for the first five days, and thereafter the interest rate applicable to Floating Rate LoansEffective Rate. (b) The reimbursement obligations obligation of the Borrowers Company under this Section 3.3 shall be absolute, unconditional and irrevocable and shall remain in full force and effect until all obligations of the Borrowers Company to the Agent and the Banks hereunder shall have been satisfied, and such obligations of the Borrowers Company shall not be affected, modified or impaired upon the happening of any event, including without limitation, any of the following, whether or not with notice to, or the consent of, the BorrowersCompany: (i) Any any lack of validity or enforceability of any Letter of Credit or any documentation relating to any Letter of Credit or to any transaction related in any way to such Letter of Credit (the "Letter of Credit Documents"); (ii) Any any amendment, modification, waiver or consent, or any substitution, exchange or release of or failure to perfect any interest in collateral or security, with respect to any of the Letter of Credit Documents.; (iii) The the existence of any claim, setoff, defense or other right which the Borrowers Company may have at any time against any beneficiary or any transferee of any Letter of Credit (or any persons or entities for whom any such beneficiary or any such transferee may be acting), the Issuing Bank, the Administrative Agent or any Bank or any other person or entity, whether in connection with any of the Letter of Credit Documents, the transactions contemplated herein or therein or any unrelated transactions; (iv) Any any draft or other statement or document presented under any Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; (v) Payment payment by the Agent Issuing Bank to the beneficiary under any Letter of Credit against presentation of documents which do not comply with the terms of the Letter of Credit, including failure of any documents to bear any reference or adequate reference to such Letter of Credit; (vi) Any any failure, omission, delay or lack on the part of the Agent or Issuing Bank, any Bank or the Administrative Agent or any party to any of the Letter of Credit Documents to enforce, assert or exercise any right, power or remedy conferred upon the Issuing Bank, the Administrative Agent, any Bank or any such party under this Agreement or any of the Letter of Credit Documents, or any other acts or omissions on the part of the Issuing Bank, the Administrative Agent, any Bank or any such party; or (vii) Any any other event or circumstance that would, in the absence of this clause, result in the release or discharge by operation of law or otherwise of the Borrowers Company from the performance or observance of any obligation, covenant or agreement contained in this Section 3.3. No setoff, counterclaim, reduction or diminution of any obligation or any defense of any kind or nature which the Borrowers have Company has or may have against the beneficiary of any Letter of Credit shall be available hereunder to the Borrowers Company against the Issuing Bank, the Administrative Agent or any Bank. Nothing in this Section 3.3 shall limit the liability, if any, of the Borrowers Company to the Banks pursuant to Section 10.5(b)8.5.

Letter of Credit Reimbursement Payments. (i) The Borrowers agree Company agrees to pay to the AgentLenders, on the day on which the Agent shall honor a draft or other demand for payment presented or made under any Letter of Credit, an amount equal to the amount paid by the Agent in respect of such draft or other demand under such Letter of Credit and all expenses paid or incurred by the Agent relative thereto. Unless the Borrowers Company shall have made such payment to the Agent Lenders on such day, upon each such payment by the Agent, the Agent shall be deemed to have disbursed to the BorrowersCompany for whose benefit the Letter of Credit was issued, and the Borrowers Company shall be deemed to have elected to satisfy the its reimbursement obligation by borrowingby, a Syndicated Loan bearing interest at the Floating Rate for the account of the Banks Lenders in an amount equal to the amount so paid by the Agent in respect of such draft or other demand under such Letter of Credit. Such Syndicated Loan shall be disbursed, and each Bank shall advance its Pro Rata Share thereof, disbursed notwithstanding any failure to satisfy any conditions for disbursement of any Loan set forth in Article III or any other condition II hereof and, to the extent of the Syndicated Loan so disbursed, the reimbursement obligation of the Borrowers Company under this Section 3.3 shall be deemed satisfied; provided, however, that such disbursement nothing in this Section 3.3 shall not be deemed to be constitute a waiver of any Default or Event of Default caused by the failure to the conditions for disbursement or Default, if anyotherwise. (ii) If If, for any reason (including without limitation as a result of the occurrence of an Event of Default with respect to the Company pursuant to Section 6.1(h6.1(i)), Floating Rate -33- Loans may not be made by the Banks Lenders as described in Section 3.3(a)(i), then (A) the Borrowers agree Company agrees that each reimbursement amount not paid pursuant to the first sentence of Section 3.3(a)(i) shall bear interest, payable on demand by the Agent, at the interest rate then applicable to Floating Rate Loans, and (B) effective on the date each such Floating Rate Loan would otherwise have been made, each Bank Lender severally agrees that it shall unconditionally and irrevocably, without regard to the occurrence of any Default or Event of Default, in lieu of a deemed disbursement of Loansloans, to the extent of such BankLender's Pro Rata ShareCommitment, purchase a participating interest in each reimbursement amount. Each Bank Lender will immediately transfer to the Agent, in same day fundsSame Day Funds, the amount of its participation. Each Bank Lender shall share in accordance with share, based on its Pro Rata Share (calculated by reference to the Commitments) Share, in any interest which accrues thereon and in all repayments thereof. If and to the extent that any Bank Lender shall not have so made the amount of such participating interest available to the Agent, such Bank Lender and the Borrowers Company severally agree to pay to the Agent forthwith on demand such amount together with interest thereon, for each day from the date of demand by the Agent until the date such amount is paid to the Agent, at (x) in the case of the BorrowersCompany, the interest rate then applicable to Floating Rate Loans and (y) in the case of such BankLender, the Federal Funds Rate for the first five days, and thereafter the interest rate applicable to Floating Rate LoansRate. (b) The reimbursement obligations obligation of the Borrowers Company under this Section 3.3 shall be absolute, unconditional and irrevocable and shall remain in full force and effect until all obligations of the Borrowers Company to the Agent and the Banks Lenders hereunder shall have been satisfied, and such obligations of the Borrowers Company shall not be affected, modified or impaired upon the happening of any event, including without limitation, any of the following, whether or not with notice to, or the consent of, the BorrowersCompany: (i) Any lack of validity or enforceability of any Letter of Credit or any documentation relating to any Letter of Credit or to any transaction related in any way to such Letter of Credit (the "Letter of Credit Documents"); (ii) Any amendment, modification, waiver or waiver, consent, or any substitution, exchange or release of or failure to perfect any interest in collateral or security, with respect to any of the Letter of Credit Documents.; (iii) The existence of any claim, setoff, defense or other right which the Borrowers Company may have at any time against any beneficiary or any transferee of any Letter of Credit (or any persons Persons or entities for whom any such beneficiary or any such transferee may be acting), the Agent or any Bank Lender or any other person Person or entity, whether in connection with any of the Letter of Credit Documents, the transactions contemplated herein or therein or any unrelated transactions; (iv) Any draft or other statement or document presented under any Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; (v) Payment by the Agent to the beneficiary under any Letter of Credit against presentation of documents which do not comply with the terms of the Letter of Credit, including failure of any documents to bear any reference or adequate reference to such Letter of Credit; (vi) Any failure, omission, delay or lack on the part of the Agent or any Bank Lender or any party to any of the Letter of Credit Documents to enforce, assert or exercise any right, power or remedy conferred upon the Agent, any Bank Lender or any such party under this Agreement or any of the Letter of Credit Documents, or any other acts or omissions on the part of the Agent, any Bank Lender or any such party; or; (vii) Any other event or circumstance that would, in the absence of this clause, result in the release or discharge by operation of law or otherwise of the Borrowers Company from the performance or observance of any obligation, covenant or agreement contained in this Section 3.3. No setoff, counterclaim, reduction or diminution of any obligation or any defense of any kind or nature which the Borrowers have Company has or may have against the beneficiary of any Letter of Credit shall be available hereunder to the Borrowers Company against the Agent or any BankLender. Nothing in this Section 3.3 shall limit the liability, if any, of the Borrowers Lenders to the Banks Company pursuant to Section 10.5(b)8.5.

Letter of Credit Reimbursement Payments. (i) The Borrowers agree Company agrees to pay to the AgentLenders, on the day on which the Agent shall honor a draft or other demand for payment presented or made under any Letter of Credit, an amount equal to the amount paid by the Agent in respect of such draft or other demand under such Letter of Credit and all expenses paid or incurred by the Agent relative thereto. Unless the Borrowers Company shall have made such payment to the Agent Lenders on such day, upon each such payment by the Agent, the Agent shall be deemed to have disbursed to the BorrowersCompany for whose benefit the Letter of Credit was issued, and the Borrowers Company shall be deemed to have elected to satisfy the its reimbursement obligation by borrowingby, a Syndicated Loan bearing interest at the Floating Rate for the account of the Banks Lenders in an amount equal to the amount so paid by the Agent in respect of such draft or other demand under such Letter of Credit. Such Syndicated Loan shall be disbursed, and each Bank shall advance its Pro Rata Share thereof, disbursed notwithstanding any failure to satisfy any conditions for disbursement of any Loan set forth in Article III or any other condition II hereof and, to the extent of the Syndicated Loan so disbursed, the reimbursement obligation of the Borrowers Company under this Section 3.3 shall be deemed satisfied; provided, however, that such disbursement nothing in this Section 3.3 shall not be deemed to be constitute a waiver of any Default or Event of Default caused by the failure to the conditions for disbursement or Default, if anyotherwise. (ii) If If, for any reason (including without limitation as a result of the occurrence of an Event of Default with respect to the Company pursuant to Section 6.1(h6.1(i)), Floating Rate Loans may not be made by the Banks Lenders as described in Section 3.3(a)(i), then (A) the Borrowers agree Company agrees that each reimbursement amount not paid pursuant to the first sentence of Section 3.3(a)(i) shall bear interest, payable on demand by the Agent, at the interest rate then applicable to Floating Rate Loans, and (B) effective on the date each such Floating Rate Loan would otherwise have been made, each Bank Lender severally agrees that it shall unconditionally and irrevocably, without regard to the occurrence of any Default or Event of Default, in lieu of a deemed disbursement of Loansloans, to the extent of such BankLender's Pro Rata ShareCommitment, purchase a participating interest in each reimbursement amount. Each Bank Lender will immediately transfer to the Agent, in same day funds, the amount of its participation. Each Bank Lender shall share in accordance with its Pro Rata Share on a pro rata basis (calculated by reference to the Commitmentsits Commitment) in any interest which accrues thereon and in all repayments thereof. If and to the extent that any Bank Lender shall not have so made the amount of such participating interest available to the Agent, such Bank Lender and the Borrowers Company severally agree to pay to the Agent forthwith on demand such amount together with interest thereon, for each day from the date of demand by the Agent until the date such amount is paid to the Agent, at (x) in the case of the BorrowersCompany, the interest rate then applicable to Floating Rate Loans and (y) in the case of such BankLender, the Federal Funds Rate for the first five days, and thereafter the interest rate applicable to Floating Rate LoansRate. (b) The reimbursement obligations obligation of the Borrowers Company under this Section 3.3 shall be absolute, unconditional and irrevocable and shall remain in full force and effect until all obligations of the Borrowers Company to the Agent and the Banks Lenders hereunder shall have been satisfied, and such obligations of the Borrowers Company shall not be affected, modified or impaired upon the happening of any event, including without limitation, any of the following, whether or not with notice to, or the consent of, the BorrowersCompany: (i) Any lack of validity or enforceability of any Letter of Credit or any documentation relating to any Letter of Credit or to any transaction related in any way to such Letter of Credit (the "Letter of Credit Documents"); (ii) Any amendment, modification, waiver or waiver, consent, or any substitution, exchange or release of or failure to perfect any interest in collateral or security, with respect to any of the Letter of Credit Documents.; (iii) The existence of any claim, setoff, defense or other right which the Borrowers Company may have at any time against any beneficiary or any transferee of any Letter of Credit (or any persons Persons or entities for whom any such beneficiary or any such transferee may be acting), the Agent or any Bank Lender or any other person Person or entity, whether in connection with any of the Letter of Credit Documents, the transactions contemplated herein or therein or any unrelated transactions; (iv) Any draft or other statement or document presented under any Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; (v) Payment by the Agent to the beneficiary under any Letter of Credit against presentation of documents which do not comply with the terms of the Letter of Credit, including failure of any documents to bear any reference or adequate reference to such Letter of Credit; (vi) Any failure, omission, delay or lack on the part of the Agent or any Bank Lender or any party to any of the Letter of Credit Documents to enforce, assert or exercise any right, power or remedy conferred upon the Agent, any Bank Lender or any such party under this Agreement or any of the Letter of Credit Documents, or any other acts or omissions on the part of the Agent, any Bank Lender or any such party; or; (vii) Any other event or circumstance that would, in the absence of this clause, result in the release or discharge by operation of law or otherwise of the Borrowers Company from the performance or observance of any obligation, covenant or agreement contained in this Section 3.3. No setoff, counterclaim, reduction or diminution of any obligation or any defense of any kind or nature which the Borrowers have Company has or may have against the beneficiary of any Letter of Credit shall be available hereunder to the Borrowers Company against the Agent or any BankLender. Nothing in this Section 3.3 shall limit the liability, if any, of the Borrowers Lenders to the Banks Company pursuant to Section 10.5(b)8.5.

Letter of Credit Reimbursement Payments. (i) The Borrowers agree applicable Borrower agrees to pay to the AgentLenders, on the day on which the Agent shall honor a draft or other demand for payment presented or made under any Letter of Credit, an amount equal to the amount paid by the Agent in respect of such draft or other demand under such Letter of Credit and all expenses paid or incurred by the Agent relative thereto. Unless the Borrowers applicable Borrower shall have made such payment to the Agent Lenders on such day, upon each such payment by the Agent, the Agent shall be deemed to have disbursed to the Borrowersapplicable Borrower for whose benefit the Letter of Credit was issued, and the Borrowers applicable Borrower shall be deemed to have elected to satisfy the its reimbursement obligation by borrowingby, a Syndicated Loan bearing interest at the Floating Rate for the account of the Banks Lenders in an amount equal to the amount so paid by the Agent in respect of such draft or other demand under such Letter of Credit. Such Syndicated Loan shall be disbursed, and each Bank shall advance its Pro Rata Share thereof, disbursed notwithstanding any failure to satisfy any conditions for disbursement of any Loan set forth in Article III or any other condition II hereof and, to the extent of the Syndicated Loan so disbursed, the reimbursement obligation of the Borrowers applicable Borrower under this Section 3.3 shall be deemed satisfied; provided, however, that such disbursement nothing in this Section 3.3 shall not be deemed to be constitute a waiver of any Default or Event of Default caused by the failure to the conditions for disbursement or Default, if anyotherwise. (ii) If If, for any reason (including without limitation as a result of the occurrence of an Event of Default with respect to the any Borrower pursuant to Section 6.1(h6.1(i)), Floating Rate Loans may not be made by the Banks Lenders as described in Section 3.3(a)(i), then (A) the Borrowers agree each Borrower agrees that each reimbursement amount not paid pursuant to the first sentence of Section 3.3(a)(i) shall bear interest, payable on demand by the Agent, at the interest rate then applicable to Floating Rate Loans, and (B) effective on the date each such Floating Rate Loan would otherwise have been made, each Bank Lender severally agrees that it shall unconditionally and irrevocably, without regard to the occurrence of any Default or Event of Default, in lieu of a deemed disbursement of Loansloans, to the extent of such BankLender's Pro Rata ShareCommitment, purchase a participating interest in each reimbursement amount. Each Bank Lender will immediately transfer to the Agent, in same day fundsSame Day Funds, the amount of its participation. Each Bank Lender shall share in accordance with share, based on its Pro Rata Share (calculated by reference to the Commitments) Share, in any interest which accrues thereon and in all repayments thereof. If and to the extent that any Bank Lender shall not have so made the amount of such participating interest available to the Agent, such Bank Lender and the Borrowers applicable Borrower severally agree to pay to the Agent forthwith on demand such amount together with interest thereon, for each day from the date of demand by the Agent until the date such amount is paid to the Agent, at (x) in the case of the Borrowersapplicable Borrower, the interest rate then applicable to Floating Rate Loans and (y) in the case of such BankLender, the Federal Funds Rate for the first five days, and thereafter the interest rate applicable to Floating Rate LoansRate. (b) The reimbursement obligations obligation of the Borrowers each Borrower under this Section 3.3 shall be absolute, unconditional and irrevocable and shall remain in full force and effect until all obligations of the Borrowers such Borrower to the Agent and the Banks Lenders hereunder shall have been satisfied, and such obligations of the Borrowers shall not be affected, modified or impaired upon the happening of any event, including without limitation, any of the following, whether or not with notice to, or the consent of, the Borrowersany Borrower: (i) Any lack of validity or enforceability of any Letter of Credit or any documentation relating to any Letter of Credit or to any transaction related in any way to such Letter of Credit (the "Letter of Credit Documents"); (ii) Any amendment, modification, waiver or waiver, consent, or any substitution, exchange or release of or failure to perfect any interest in collateral or security, with respect to any of the Letter of Credit Documents.; (iii) The existence of any claim, setoff, defense or other right which the Borrowers any Borrower may have at any time against any beneficiary or any transferee of any Letter of Credit (or any persons Persons or entities for whom any such beneficiary or any such transferee may be acting), the Agent or any Bank Lender or any other person Person or entity, whether in connection with any of the Letter of Credit Documents, the transactions contemplated herein or therein or any unrelated transactions; (iv) Any draft or other statement or document presented under any Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; (v) Payment by the Agent to the beneficiary under any Letter of Credit against presentation of documents which do not comply with the terms of the Letter of Credit, including failure of any documents to bear any reference or adequate reference to such Letter of Credit; (vi) Any failure, omission, delay or lack on the part of the Agent or any Bank Lender or any party to any of the Letter of Credit Documents to enforce, assert or exercise any right, power or remedy conferred upon the Agent, any Bank Lender or any such party under this Agreement or any of the Letter of Credit Documents, or any other acts or omissions on the part of the Agent, any Bank Lender or any such party; or; (vii) Any other event or circumstance that would, in the absence of this clause, result in the release or discharge by operation of law or otherwise the Borrowers of any Borrower from the performance or observance of any obligation, covenant or agreement contained in this Section 3.3. No setoff, counterclaim, reduction or diminution of any obligation or any defense of any kind or nature which the Borrowers have any Borrower has or may have against the beneficiary of any Letter of Credit shall be available hereunder to the Borrowers any Borrower against the Agent or any BankLender. Nothing in this Section 3.3 shall limit the liability, if any, of the Borrowers Lenders to the Banks Borrowers pursuant to Section 10.5(b)8.5.

Letter of Credit Reimbursement Payments. (i) The Borrowers agree Each Borrower agrees to pay to the AgentBanks, on the day on which the Agent Issuing Bank shall honor a draft or other demand for payment presented or made under any Letter of Credit, an amount equal to the amount paid by the Agent Issuing Bank in respect of such draft or other demand under such Letter of Credit and all expenses paid or incurred by the Agent Issuing Bank relative thereto. Unless the Borrowers a Borrower shall have made such payment to the Agent on such day, upon each such payment by the AgentIssuing Bank, subject to Section 3.3(a)(ii), the Agent Issuing Bank shall be deemed to have disbursed to the Borrowerssuch Borrower, and the Borrowers such Borrower shall be deemed to have elected to satisfy the its reimbursement obligation by borrowingby, a Revolving Credit Loan bearing interest at the Floating Rate for the account of the Banks in an amount equal to the amount so paid by the Agent Issuing Bank in respect of such draft or other demand under such Letter of Credit. Such Revolving Credit Loan shall shall, subject to Section 3.3(a)(ii), be disbursed, and each Bank shall advance its Pro Rata Share thereof, disbursed notwithstanding any failure to satisfy any conditions for disbursement of any Loan set forth in Article III or any other condition II hereof and, to the extent of the Revolving Credit Loan so disbursed, the reimbursement obligation of the Borrowers Borrower under this Section 3.3 shall be deemed satisfied; provided, . however, that such disbursement nothing in this Section 3.3 shall not be deemed to be constitute a waiver of any Default or Event of Default caused by the failure to the conditions for disbursement or Default, if anyotherwise. (ii) If If, for any reason (including without limitation as a result of the occurrence of an Event of Default with respect to any Borrower pursuant to Section 6.1(h6.1(i)), Floating Rate Loans may not be made by the Banks as described in Section 3.3(a)(i), then (A) the Borrowers agree each Borrower agrees that each reimbursement amount not paid pursuant to the first sentence of Section 3.3(a)(i) shall bear interest, payable on demand by the Agent, at the interest rate then applicable to Floating Rate Loans, and (B) effective on the date each such Floating Rate Loan would otherwise have been made, each Bank severally agrees that it shall unconditionally and irrevocably, without regard to the occurrence of any Default or Event of Default, in lieu of a deemed disbursement of Loansloans, to the extent of such Bank's Pro Rata ShareCommitment, purchase a participating interest in each reimbursement amount. Each Bank will immediately transfer to the Agent, in same day funds, the amount of its participation. Each Bank shall share in accordance with its Pro Rata Share on a pro rata basis (calculated by reference to the Commitmentsits Commitment) in any interest which accrues thereon and in all repayments thereof. If and to the extent that any Bank shall not have so made the amount of such participating interest available to the Agent, such Bank and the Borrowers Borrower severally agree to pay to the Agent forthwith on demand such amount together with interest thereon, for each day from the date of demand by the Agent until the date such amount is paid to the Agent, at (x) in the case of the Borrowersany Borrower, the interest rate then applicable to Floating Rate Loans and (y) in the case of such Bank, the Federal Funds Rate for the first five days, and thereafter the interest rate applicable to Floating Rate LoansRate. (b) The reimbursement obligations obligation of the Borrowers each Borrower under this Section 3.3 shall be absolute, unconditional and irrevocable and shall remain in full force and effect until all obligations of the Borrowers to the Agent and the Banks hereunder shall have been satisfied, and such obligations of the Borrowers shall not be affected, modified or impaired upon the happening of any event, including without limitation, any of the following, whether or not with notice to, or the consent of, the Borrowersany Borrower: (i) Any lack of validity or enforceability of any Letter of Credit or any documentation relating to any Letter of Credit or to any transaction related in any way to such Letter of Credit (the "Letter of Credit Documents"); (ii) Any amendment, modification, waiver or waiver, consent, or any substitution, exchange or release of or failure to perfect any interest in collateral or security, with respect to any of the Letter of Credit Documents.; (iii) The existence of any claim, setoff, defense or other right which the Borrowers any Borrower may have at any time against any beneficiary or any transferee of any Letter of Credit (or any persons or entities for whom any such beneficiary or any such transferee may be acting), the Agent Agent, the Issuing Bank or any Bank or any other person or entity, whether in connection with any of the Letter of Credit Documents, the transactions contemplated herein or therein or any unrelated transactions; (iv) Any draft or other statement or document presented under any Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; (v) Payment by the Agent Issuing Bank to the beneficiary under any Letter of Credit against presentation of documents which do not comply with the terms of the Letter of Credit, including failure of any documents to bear any reference or adequate reference to such Letter of Credit; (vi) Any failure, omission, delay or lack on the part of the Agent Agent, the Issuing Bank or any Bank or any party to any of the Letter of Credit Documents to enforce, assert or exercise any right, power or remedy conferred upon the Agent, the Issuing Bank, any Bank or any such party under this Agreement or any of the Letter of Credit Documents, or any other acts or omissions on the part of the Agent, the Issuing Bank, any Bank or any such party; or; (vii) Any other event or circumstance that would, in the absence of this clause, result in the release or discharge by operation of law or otherwise the Borrowers of any Borrower from the performance or observance of any obligation, covenant or agreement contained in this Section 3.3. No setoff, counterclaim, reduction or diminution of any obligation or any defense of any kind or nature which the Borrowers have any Borrower has or may have against the beneficiary of any Letter of Credit shall be available hereunder to the Borrowers such Borrower against the Agent Agent, the Issuing Bank or any Bank. Nothing in this Section 3.3 shall limit the liability, if any, of the Borrowers Agent or the Issuing Bank to the Banks any Borrower pursuant to Section 10.5(b)9.5.

Letter of Credit Reimbursement Payments. (i) The Borrowers agree Borrower agrees to pay to the AgentLenders, on the day on which the Administrative Agent shall honor a draft or other demand for payment presented or made under any Letter of Credit, an amount equal to the amount paid by the Administrative Agent in respect of such draft or other demand under such Letter of Credit and all expenses paid or incurred by the Administrative Agent relative thereto. Unless the Borrowers Borrower shall have made such payment to the Agent Lenders on such day, upon each such payment by the Administrative Agent, the -30- 108 Administrative Agent shall be deemed to have disbursed to the BorrowersBorrower, and the Borrowers Borrower shall be deemed to have elected to satisfy the its reimbursement obligation by borrowingby, a Revolving Credit Loan bearing interest at the Floating Rate for the account of the Banks Lenders in an amount equal to the amount so paid by the Administrative Agent in respect of such draft or other demand under such Letter of Credit. Such Revolving Credit Loan shall be disbursed, and each Bank shall advance its Pro Rata Share thereof, disbursed notwithstanding any failure to satisfy any conditions for disbursement of any Loan set forth in Article III or any other condition II hereof and, to the extent of the Revolving Credit Loan so disbursed, the reimbursement obligation of the Borrowers Borrower under this Section 3.3 shall be deemed satisfied; providedPROVIDED, howeverHOWEVER, that such disbursement nothing in this Section 3.3 shall not be deemed to be constitute a waiver of any Default or Event of Default caused by the failure of any conditions for disbursement or Default, if anyotherwise. (ii) If If, for any reason (including without limitation as a result of the occurrence of an Event of Default with respect to the Borrower pursuant to Section 6.1(h)), Floating Rate Loans may not be made by the Banks Lenders as described in Section 3.3(a)(i), then (A) the Borrowers agree Borrower agrees that each reimbursement amount not paid pursuant to the first sentence of Section 3.3(a)(i) shall bear interest, payable on demand by the Administrative Agent, at the interest rate then applicable to Floating Rate Loans, and (B) effective on the date each such Floating Rate Loan would otherwise have been made, each Bank Lender severally agrees that it shall unconditionally and irrevocably, without regard to the occurrence of any Default or Event of Default, in lieu of a deemed disbursement of Loansloans, to the extent of such BankLender's Pro Rata ShareCommitment, purchase a participating interest in each reimbursement amount. Each Bank Lender will immediately transfer to the Administrative Agent, in same day funds, the amount of its participation. Each Bank Lender shall share in accordance with its Pro Rata Share on a pro rata basis (calculated by reference to the Commitmentsits Commitment) in any interest which accrues thereon and in all repayments thereof. If and to the extent that any Bank Lender shall not have so made the amount of such participating interest available to the Administrative Agent, such Bank Lender and the Borrowers Borrower severally agree to pay to the Administrative Agent forthwith on demand such amount together with interest thereon, for each day from the date of demand by the Administrative Agent until the date such amount is paid to the Administrative Agent, at (x) in the case of the BorrowersBorrower, the interest rate then applicable to Floating Rate Loans and (y) in the case of such BankLender, the Federal Funds Rate for the first five days, and thereafter the interest rate applicable to Floating Rate LoansRate. (b) The reimbursement obligations obligation of the Borrowers Borrower under this Section 3.3 shall be absolute, unconditional and irrevocable and shall remain in full force and effect until all obligations of the Borrowers Borrower to the Agent and the Banks Lenders hereunder shall have been satisfied, and such obligations of the Borrowers Borrower shall not be affected, modified or impaired upon the happening of any event, including without limitation, any of the following, whether or not with notice to, or the consent of, the BorrowersBorrower: (i) Any lack of validity or enforceability of any Letter of Credit or any documentation relating to any Letter of Credit or to any transaction related in any way to such Letter of Credit (the "Letter of Credit Documents"); (ii) Any amendment, modification, waiver or waiver, consent, or any substitution, exchange or release of or failure to perfect any interest in collateral or security, with respect to any of the Letter of Credit Documents.; (iii) The existence of any claim, setoff, defense or other right which the Borrowers Borrower may have at any time against any beneficiary or any transferee of any Letter of Credit (or any persons or entities for whom any such beneficiary or any such transferee may be acting), the Administrative Agent or any Bank Lender or any other person or entity, whether in connection with any of the Letter of Credit Documents, the transactions contemplated herein or therein or any unrelated transactions; (iv) Any draft or other statement or document presented under any Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; (v) Payment by the Administrative Agent to the beneficiary under any Letter of Credit against presentation of documents which do not comply with the terms of the Letter of Credit, including failure of any documents to bear any reference or adequate reference to such Letter of Credit; (vi) Any failure, omission, delay or lack on the part of the Administrative Agent or any Bank Lender or any party to any of the Letter of Credit Documents to enforce, assert or exercise any right, power or remedy conferred upon the Administrative Agent, any Bank Lender or any such party under this Agreement or any of the Letter of Credit Documents, or any other acts or omissions on the part of the Administrative Agent, any Bank Lender or any such party; or; (vii) Any other event or circumstance that would, in the absence of this clause, result in the release or discharge by operation of law or otherwise of the Borrowers Borrower from the performance or observance of any obligation, covenant or agreement contained in this Section 3.3. No setoff, counterclaim, reduction or diminution of any obligation or any defense of any kind or nature which the Borrowers have Borrower has or may have against the beneficiary of any Letter of Credit shall be available hereunder to the Borrowers Borrower against the Administrative Agent or any BankLender. Nothing in this Section 3.3 shall limit the liability, if any, of the Borrowers Lenders to the Banks Borrower pursuant to Section 10.5(b)8.5.

Letter of Credit Reimbursement Payments. (i) The Borrowers agree to pay to the Agent, on the day on which the Agent shall honor a draft or other demand for payment presented or made under any Letter of Credit, an amount equal to the amount paid by the Agent in respect of such draft or other demand under such Letter of Credit and all expenses paid or incurred by the Agent relative thereto. Unless the Borrowers shall have made such payment to the Agent on such day, upon each such payment by the Agent, the Agent shall be deemed to have disbursed to the Borrowers, and the Borrowers shall be deemed to have elected to satisfy the reimbursement obligation by borrowing, a Loan bearing interest at the Floating Rate for the account of the Banks in an amount equal to the amount so paid by the Agent in respect of such draft or other demand under such Letter of Credit. Such Loan shall be disbursed, and each Bank shall advance its Pro Rata Share thereof, notwithstanding any failure to satisfy any conditions for disbursement of any Loan set forth in Article III or any other condition and, to the extent of the Loan so disbursed, the reimbursement obligation of the Borrowers under this Section 3.3 shall be deemed satisfied; provided, however, that such disbursement shall not be deemed to be a waiver of any Event of Default or Default, if any. (ii) If for any reason (including without limitation as a result of the occurrence of an Event of Default pursuant to Section 6.1(h)), Floating Rate Loans may not be made by the Banks as described in Section 3.3(a)(i), then (A) the The Borrowers agree that each reimbursement amount not paid pursuant to the first sentence of Section 3.3(a)(i) shall bear interest, payable on demand by the Agent, at the interest rate then applicable to Floating Rate LoansRate, and (B) effective on the date each such Floating Rate Loan would otherwise have been madereimbursement amount is not paid, each L/C Bank severally agrees that it shall unconditionally and irrevocably, without regard to the occurrence of any Default or Event of Default, in lieu of a deemed disbursement of Loans, to the extent of such L/C Bank's Pro Rata Share, purchase a participating interest in each reimbursement amount. Each L/C Bank will immediately transfer to the Agent, in same day funds, the amount of its participation. Each L/C Bank shall share in accordance with its Pro Rata Share on a pro rata basis (calculated by reference to the L/C Bank Commitments) in any interest which accrues thereon and in all repayments thereof. If and to the extent that any L/C Bank shall not have so made the amount of such participating interest available to the Agent, such L/C Bank and the Borrowers agree to pay to the Agent forthwith on demand such amount together with interest thereon, for each day from the date of demand by the Agent until the date such amount is paid to the Agent, at (x) in the case of the Borrowers, the interest rate then applicable to Floating Rate Loans and (y) in the case of such L/C Bank, the Federal Funds Rate for the first five days, and thereafter the interest rate applicable to Floating Rate LoansRate. (b) The reimbursement obligations of the Borrowers under this Section 3.3 shall be absolute, unconditional and irrevocable and shall remain in full force and effect until all obligations of the Borrowers to the Agent and the L/C Banks hereunder shall have been satisfied, and such obligations of the Borrowers shall not be affected, modified or impaired upon the happening of any event, including without limitation, limitation any of the following, whether or not with notice to, or the consent of, the Borrowers: (i) Any lack of validity or enforceability of any Letter of Credit or any documentation relating to any Letter of Credit or to any transaction related in any way to such Letter of Credit (the "Letter of Credit Documents"); (ii) Any amendment, modification, waiver or consent, or any substitution, exchange or release of or failure to perfect any interest in collateral or security, with respect to any of the Letter of Credit Documents.; (iii) The existence of any claim, setoff, defense or other right which the Borrowers may have at any time against any beneficiary or any transferee of any Letter of Credit (or any persons Persons or entities for whom any such beneficiary or any such transferee may be acting)) , the Agent or any L/C Bank or any other person Person or entity, whether in connection with any of the Letter of Credit Documents, the transactions contemplated herein or therein or any unrelated transactions; (iv) Any draft or other statement or document presented under any Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; (v) Payment by the Agent to the beneficiary under any Letter of Credit against presentation of documents which do not comply with the terms of the Letter of Credit, including failure of any documents to bear any reference or adequate reference to such Letter of Credit; (vi) Any failure, omission, delay or lack on the part of the Agent or any L/C Bank or any party to any of the Letter of Credit Documents to enforce, assert or exercise any right, power or remedy conferred upon the Agent, any L/C Bank or any such party under this Agreement or any of the Letter of Credit Documents, or any other acts or omissions on the part of the Agent, any L/C Bank or any such party; or (vii) Any other event or circumstance that would, in the absence of this clause, result in the release or discharge by operation of law or otherwise of the Borrowers from the performance or observance of any obligation, covenant or agreement contained in this Section 3.3. No setoff, counterclaim, reduction or diminution of any obligation or any defense of any kind or nature which any of the Borrowers have has or may have against the beneficiary of any Letter of Credit shall be available hereunder to any of the Borrowers against the Agent or any L/C Bank. Nothing in this Section 3.3 shall limit the liability, if any, of the Borrowers L/C Banks to the Banks Borrowers pursuant to Section 10.5(b10.5(c). (c) For purposes of this Agreement, a Letter of Credit Advance (i) shall be deemed outstanding in an amount equal to the sum of the maximum amount available to be drawn under the related Letter of Credit on or after the date of determination and on or before the stated expiry date thereof plus the amount of any draws under such Letter of Credit that have not been reimbursed as provided in this Section 3.3 and (ii) shall be deemed outstanding at all times on and before such stated expiry date or such earlier date on which all amounts available to be drawn under such Letter of Credit have been fully drawn, and thereafter until all related reimbursement obligations have been paid pursuant to Section 3.3. (d) Each L/C Bank's obligation to purchase participating interests pursuant to Section 2.1(d) and this Section 3.3, and to comply with the terms of Section 2.1(d) and this Section 3.3, shall be absolute and unconditional and shall not be affected by any circumstance, including, without limitation, (i) any set-off, counterclaim, recoupment, defense or other right which such L/C Bank or the Borrowers may have against the Agent, the Borrowers or anyone else for any reason whatsoever; (ii) the occurrence or continuance of a Default or an Event of Default; (iii) any adverse change in the condition (financial or otherwise) of the Borrowers; (iv) any breach of this Agreement by the Borrowers or any other L/C Bank; or (v) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing.

Letter of Credit Reimbursement Payments. (i) The Borrowers agree Each Borrower agrees to pay to the AgentBanks, on the day on which the Agent Issuing Bank shall honor a draft or other demand for payment presented or made under any Letter of Credit, an amount equal to the amount paid by the Agent Issuing Bank in respect of such draft or other demand under such Letter of Credit and all expenses paid or incurred by the Agent Issuing Bank relative thereto. Unless the Borrowers a Borrower shall have made such payment to the Agent on such day, upon each such payment by the AgentIssuing Bank, subject to Section 3.3(a)(ii), the Agent Issuing Bank shall be deemed to have disbursed to the Borrowerssuch Borrower, and the Borrowers such Borrower shall be deemed to have elected to satisfy the its reimbursement obligation by borrowingby, a Revolving Credit Loan bearing interest at the Floating Rate for the account of the Banks in an amount equal to the amount so paid by the Agent Issuing Bank in respect of such draft or other demand under such Letter of Credit. Such Revolving Credit Loan shall shall, subject to Section 3.3(a)(ii), be disbursed, and each Bank shall advance its Pro Rata Share thereof, disbursed notwithstanding any failure to satisfy any conditions for disbursement of any Loan set forth in Article III or any other condition II hereof and, to the extent of the Revolving Credit Loan so disbursed, the reimbursement obligation of the Borrowers Borrower under this Section 3.3 shall be deemed satisfied; provided, however, that such disbursement nothing in this Section 3.3 shall not be deemed to be constitute a waiver of any Default or Event of Default caused by the failure to the conditions for disbursement or Default, if anyotherwise. (ii) If If, for any reason (including without limitation as a result of the occurrence of an Event of Default with respect to any Borrower pursuant to Section 6.1(h6.1(i)), Floating Rate Loans may not be made by the Banks as described in Section 3.3(a)(i), then (A) the Borrowers agree each Borrower agrees that each reimbursement amount not paid pursuant to the first sentence of Section 3.3(a)(i) shall bear interest, payable on demand by the Agent, at the interest rate then applicable to Floating Rate Loans, and (B) effective on the date each such Floating Rate Loan would otherwise have been made, each Bank severally agrees that it shall unconditionally and irrevocably, without regard to the occurrence of any Default or Event of Default, in lieu of a deemed disbursement of Loansloans, to the extent of such Bank's Pro Rata ShareCommitment, purchase a participating interest in each reimbursement amount. Each Bank will immediately transfer to the Agent, in same day funds, the amount of its participation. Each Bank shall share in accordance with its Pro Rata Share on a pro rata basis (calculated by reference to the Commitmentsits Commitment) in any interest which accrues thereon and in all repayments thereof. If and to the extent that any Bank shall not have so made the amount of such participating interest available to the Agent, such Bank and the Borrowers Borrower severally agree to pay to the Agent forthwith on demand such amount together with interest thereon, for each day from the date of demand by the Agent until the date such amount is paid to the Agent, at (x) in the case of the Borrowersany Borrower, the interest rate then applicable to Floating Rate Loans and (y) in the case of such Bank, the Federal Funds Rate for the first five days, and thereafter the interest rate applicable to Floating Rate LoansRate. (b) The reimbursement obligations obligation of the Borrowers each Borrower under this Section 3.3 shall be absolute, unconditional and irrevocable and shall remain in full force and effect until all obligations of the Borrowers to the Agent and the Banks hereunder shall have been satisfied, and such obligations of the Borrowers shall not be affected, modified or impaired upon the happening of any event, including without limitation, any of the following, whether or not with notice to, or the consent of, the Borrowersany Borrower: (i) Any lack of validity or enforceability of any Letter of Credit or any documentation relating to any Letter of Credit or to any transaction related in any way to such Letter of Credit (the "Letter of Credit Documents"); (ii) Any amendment, modification, waiver or waiver, consent, or any substitution, exchange or release of or failure to perfect any interest in collateral or security, with respect to any of the Letter of Credit Documents.; (iii) The existence of any claim, setoff, defense or other right which the Borrowers any Borrower may have at any time against any beneficiary or any transferee of any Letter of Credit (or any persons or entities for whom any such beneficiary or any such transferee may be acting), the Agent Agent, the Issuing Bank or any Bank or any other person or entity, whether in connection with any of the Letter of Credit Documents, the transactions contemplated herein or therein or any unrelated transactions; (iv) Any draft or other statement or document presented under any Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; (v) Payment by the Agent Issuing Bank to the beneficiary under any Letter of Credit against presentation of documents which do not comply with the terms of the Letter of Credit, including failure of any documents to bear any reference or adequate reference to such Letter of Credit; (vi) Any failure, omission, delay or lack on the part of the Agent Agent, the Issuing Bank or any Bank or any party to any of the Letter of Credit Documents to enforce, assert or exercise any right, power or remedy conferred upon the Agent, the Issuing Bank, any Bank or any such party under this Agreement or any of the Letter of Credit Documents, or any other acts or omissions on the part of the Agent, the Issuing Bank, any Bank or any such party; or; (vii) Any other event or circumstance that would, in the absence of this clause, result in the release or discharge by operation of law or otherwise the Borrowers of any Borrower from the performance or observance of any obligation, covenant or agreement contained in this Section 3.3. No setoff, counterclaim, reduction or diminution of any obligation or any defense of any kind or nature which the Borrowers have any Borrower has or may have against the beneficiary of any Letter of Credit shall be available hereunder to the Borrowers such Borrower against the Agent Agent, the Issuing Bank or any Bank. Nothing in this Section 3.3 shall limit the liability, if any, of the Borrowers Agent or the Issuing Bank to the Banks any Borrower pursuant to Section 10.5(b)9.5.

Letter of Credit Reimbursement Payments. (i) The Borrowers agree Each Borrower agrees to pay to the Agent, not later than 1:00 p.m. local time on the day date on which the Agent shall honor a draft or other demand for payment presented or made under any a Letter of CreditCredit issued for the account of such Borrower (or on the Business Day after receipt by such Borrower from the Agent of the notice referred to in the next sentence, if later), an amount equal to the amount paid by the Agent in respect of such draft or other demand under such Letter of Credit and all reasonable expenses paid or incurred by the Agent relative thereto (the "Reimbursement Amount"). The Agent shall, on the date of each demand for payment under any Letter of Credit issued by the Agent, give such Borrower notice thereof and of the amount of such Borrower's reimbursement obligation and liability for expenses relative thereto. Unless In the Borrowers case of the Company, if the Company shall not have made such payment to the Agent on such day, upon each such payment by the Agent, the Agent shall be deemed to have disbursed to the Borrowers, and the Borrowers Company shall be deemed to have elected to satisfy the its reimbursement obligation by borrowing, a Loan bearing interest at the an Floating Rate for the account of the Banks Borrowing in an amount equal to the amount so paid by the Agent in respect of such draft or other demand under such Letter of Credit. Such Loan , and the Agent shall be disburseddeemed to have disbursed to the Company, for the account of the Lenders, the Floating Rate Loans comprising such Floating Rate Borrowing, and each Bank Lender shall advance make its Pro Rata Share thereof, share of each such Floating Rate Borrowing available to the Agent in accordance with this Agreement. Such Floating Rate Loans shall be deemed disbursed notwithstanding any failure to satisfy any conditions for disbursement of any Loan set forth in Article III or any other condition and, to the extent of the Loan Floating Rate Loans so disbursed, the reimbursement obligation of the Borrowers Company with respect to such Letter of Credit under this Section 3.3 subsection (a)(i) shall be deemed satisfied; provided, however, that such disbursement shall not be deemed to be a waiver of any Event of Default or Default, if any. (ii) If If, for any reason (including without limitation as a result of the occurrence of an Event of Default with respect to any Borrower pursuant to Section 6.1(h)), ) Floating Rate Loans may not be made by the Banks Lenders as described in subsection (a)(i) of this Section 3.3(a)(i)3.3 or in the case of any Letter of Credit Advance made to any Borrowing Subsidiary, then (A) the Borrowers agree each Borrower agrees that each reimbursement amount Reimbursement Amount not paid pursuant to the first sentence of subsection (a)(i) of this Section 3.3(a)(i) 3.3 shall bear interest, payable on demand by the Agent, at the interest rate then applicable to Floating Rate LoansLoans in the case of any Letters of Credit denominated in Dollars and at the correlative floating rate of interest customarily applicable to similar transactions of credit to corporate borrowers denominated in such currency in the country of issue, as determined by the Agent, in the case of any Letter of Credit denominated in any Eligible Currency, and (B) effective on the date each such Floating Rate Loan would otherwise have been mademade with respect to any Letter of Credit in the case of any Letter of Credit denominated in Dollars or, in the case of any Letter of Credit denominated in any Eligible Currency, effective on the date the Reimbursement Amount is due thereunder, each Bank Lender severally agrees that it shall unconditionally and irrevocably, without regard to the occurrence of any Event of Default or Unmatured Event of Default, in lieu of a deemed disbursement of Loans, or any other event or condition to the extent of such BankLender's Pro Rata Share, pro rata share (based on the percentage of the aggregate Commitments of all Lenders then constituted by such Lender's Commitment) purchase a participating interest in each reimbursement amountReimbursement Amount. Each Bank such Lender will immediately transfer to the Agent, in same day funds, the amount of its participation. Each Bank such Lender shall share in accordance with its Pro Rata Share (calculated by reference to the Commitments) on a pro rata basis in any interest which accrues thereon and in all repayments thereof. If and to the extent that any Bank Lender shall not have so made the amount of such participating interest available to the Agent, such Bank and the Borrowers agree Lender agrees to pay to the Agent forthwith on demand such amount together with interest thereon, for each day from the date of demand by the Agent until the date such amount is paid to the Agent, at (x) in the case of the Borrowers, the interest rate then applicable to Floating Rate Loans and (y) in the case of such Bank, the Federal Funds Rate for the first five daysdays after such demand and at the Overdue Rate thereafter. (iii) Each Lender shall be obligated, absolutely and thereafter the interest rate applicable unconditionally, to make Floating Rate LoansLoans pursuant to Section 3.3(a)(i) to purchase and fund participation interests in Letters of Credit pursuant to Section 2.4(d) and 3.3(a)(ii) and the obligation shall not be affected by any circumstance whatsoever, including, without limitation, (i) any set off, counterclaim, recoupment, defense or other right which such Lender or any Borrower may have against the Agent, any Borrower or anyone else for any reason whatsoever, (ii) the occurrence of any Event of Default or Unmatured Event (iii) the occurrence of any Material Adverse Effect, (iv) any breach of this Agreement by any Borrower, any of their respective Subsidiaries, the Agent, or any other Lender, or (v) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing, including without limitation any termination or other limitation on the Commitments or any failure to satisfy any conditions precedent to any Advance contained herein or any other provision of this Agreement. (b) The To the fullest extent permitted by law, the reimbursement obligations obligation of the Borrowers each Borrower under this Section 3.3 shall be absolute, unconditional and irrevocable and shall remain in full force and effect until all obligations of the Borrowers such Borrower to the Agent and the Banks Lenders hereunder shall have been satisfied, and such obligations of the Borrowers such Borrower shall not be affected, modified or impaired upon the happening of any event, including without limitation, any of the following, whether or not with notice to, or the consent of, the Borrowerssuch Borrower: (i) Any lack of validity or enforceability of any Letter of Credit or any documentation relating to any Letter of Credit or to any transaction related in any way to such Letter of Credit (the "Letter of Credit Documents"); (ii) Any amendment, modification, waiver or waiver, consent, or any substitution, exchange or release of or failure to perfect any interest in collateral or security, with respect to any of the Letter of Credit Documents.; (iii) The existence of any claim, setoff, defense or other right which the Borrowers any Borrower may have at any time against any beneficiary or any transferee of any Letter of Credit (or any persons Persons or entities for whom any such beneficiary or any such transferee may be acting), the Agent or any Bank Lender or any other person Person or entity, whether in connection with any of the Letter of Credit Documents, the transactions contemplated herein or therein or any unrelated transactions; (iv) Any draft or other statement or document presented under any Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; (v) Payment by the Agent to the beneficiary under any Letter of Credit against presentation of documents which do not comply with the terms of the Letter of Credit, including failure of any documents to bear any reference or adequate reference to such Letter of Credit; (vi) Any failure, omission, delay or lack on the part of the Agent or any Bank Lender or any party to any of the Letter of Credit Documents to enforce, assert or exercise any right, power or remedy conferred upon the Agent, Agent any Bank Lender or any such party under this Agreement or any of the Letter of Credit Documents, or any other acts or omissions on the part of the Agent, Agent any Bank Lender or any such party; or (vii) Any other event or circumstance that would, in the absence of this clause, result in the release or discharge by operation of law or otherwise the Borrowers of any Borrower from the performance or observance of any obligation, covenant or agreement contained in this Section 3.3. No setoff, counterclaim, reduction or diminution of any obligation or any defense of any kind or nature which the Borrowers have any Borrower has or may have against the beneficiary of any Letter of Credit shall be available hereunder to the Borrowers any Borrower against the Agent or any BankLender. Nothing in this Section 3.3 shall limit the liability, if any, of the Borrowers Lenders to the Banks any Borrower pursuant to Section 10.5(b3.3(c). (c) Each Borrower hereby indemnifies and agrees to hold harmless the Lenders, the Agent and their respective officers, directors, employees and agents, harmless from and against any and all claims, damages, losses, liabilities, costs or expenses of any kind or nature whatsoever which the Lenders, the Agent or any such Person may incur or which may be claimed against any of them by reason of or in connection with any Letter of Credit issued for its account, and neither any Lender, the Agent nor any of their respective officers, directors, employees or agents shall be liable or responsible for: (i) the use which may be made of any Letter of Credit or for any acts or omissions of any beneficiary in connection therewith; (ii) the validity, sufficiency or genuineness of documents or of any endorsement thereon, even if such documents should in fact prove to be in any or all respects invalid, insufficient, fraudulent or forged; (iii) payment by the Agent to the beneficiary under any Letter of (d) For purposes of this Agreement, the outstanding amount of any Letter of Credit issued in any currency other than Dollars shall equal the Dollar Equivalent thereof.

Letter of Credit Reimbursement Payments. (i) The Borrowers agree to pay to the AgentBanks, on the day on which the Agent shall honor a draft or other demand for payment presented or made under any Letter of Credit, an amount equal to the amount paid by the Agent in respect of such draft or other demand under such Letter of Credit and all expenses paid or incurred by the Agent relative thereto. Unless the Borrowers a Borrower shall have made such payment to the Agent Banks on such day, upon each such payment by the Agent, the Agent shall be deemed to have disbursed to the BorrowersBorrower for whose benefit the Letter of Credit was issued, and the Borrowers such Borrower shall be deemed to have elected to satisfy the its reimbursement obligation by borrowingby, a Revolving Credit Loan bearing interest at the Floating Rate for the account of the Banks in an amount equal to the amount so paid by the Agent in respect of such draft or other demand under such Letter of Credit. Such Revolving Credit Loan shall be disbursed, and each Bank shall advance its Pro Rata Share thereof, disbursed notwithstanding any failure to satisfy any conditions for disbursement of any Loan set forth in Article III or any other condition II hereof and, to the extent of the Revolving Credit Loan so disbursed, the reimbursement obligation of the Borrowers under this Section 3.3 shall be deemed satisfied; provided, however, that such disbursement nothing in this Section 3.3 shall not be deemed to be constitute a waiver of any Default or Event of Default caused by the failure to the conditions for disbursement or Default, if anyotherwise. (ii) If If, for any reason (including without limitation as a result of the occurrence of an Event of Default with respect to any Borrower pursuant to Section 6.1(h6.1(i)), Floating Rate Loans may not be made by the Banks as described in Section 3.3(a)(i), then (A) the Borrowers agree that each reimbursement amount not paid pursuant to the first sentence of Section 3.3(a)(i) shall bear interest, payable on demand by the Agent, at the interest rate then applicable to Floating Rate Loans, and (B) effective on the date each such Floating Rate Loan would otherwise have been made, each Bank severally agrees that it shall unconditionally and irrevocably, without regard to the occurrence of any Default or Event of Default, in lieu of a deemed disbursement of Loansloans, to the extent of such Bank's Pro Rata ShareCommitment, purchase a participating interest in each reimbursement amount. Each Bank will immediately transfer to the Agent, in same day fundsSame Day Funds, the amount of its participation. Each Bank shall share in accordance with its Pro Rata Share on a pro rata basis (calculated by reference to the Commitmentsits Commitment) in any interest which accrues thereon and in all repayments thereof. If and to the extent that any Bank shall not have so made the amount of such participating interest available to the Agent, such Bank and the Borrowers severally agree to pay to the Agent forthwith on demand such amount together with interest thereon, for each day from the date of demand by the Agent until the date such amount is paid to the Agent, at (x) in the case of the Borrowers, the interest rate then applicable to Floating Rate Loans and (y) in the case of such Bank, the Federal Funds Rate for the first five days, days after the date of demand by the Agent and thereafter at the interest rate then applicable to Floating Rate Loans. (b) The reimbursement obligations obligation of the Borrowers under this Section 3.3 shall be absolute, unconditional and irrevocable and shall remain in full force and effect until all obligations of the Borrowers to the Agent and the Banks hereunder shall have been satisfied, and such obligations of the Borrowers shall not be affected, modified or impaired upon the happening of any event, including without limitation, any of the following, whether or not with notice to, or the consent of, the Borrowers: (i) Any lack of validity or enforceability of any Letter of Credit or any documentation relating to any Letter of Credit or to any transaction related in any way to such Letter of Credit (the "Letter of Credit Documents"); (ii) Any amendment, modification, waiver or waiver, consent, or any substitution, exchange or release of or failure to perfect any interest in collateral or security, with respect to any of the Letter of Credit Documents.; (iii) The existence of any claim, setoff, defense or other right which the Borrowers any Borrower may have at any time against any beneficiary or any transferee of any Letter of Credit (or any persons or entities for whom any such beneficiary or any such transferee may be acting), the Agent or any Bank or any other person or entity, whether in connection with any of the Letter of Credit Documents, the transactions contemplated herein or therein or any unrelated transactions; (iv) Any draft or other statement or document presented under any Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; (v) Payment by the Agent to the beneficiary under any Letter of Credit against presentation of documents which do not comply with the terms of the Letter of Credit, including failure of any documents to bear any reference or adequate reference to such Letter of Credit; (vi) Any failure, omission, delay or lack on the part of the Agent or any Bank or any party to any of the Letter of Credit Documents to enforce, assert or exercise any right, power or remedy conferred upon the Agent, any Bank or any such party under this Agreement or any of the Letter of Credit Documents, or any other acts or omissions on the part of the Agent, any Bank or any such party; or; (vii) Any other event or circumstance that would, in the absence of this clause, result in the release or discharge by operation of law or otherwise the Borrowers of any Borrower from the performance or observance of any obligation, covenant or agreement contained in this Section 3.3. No setoff, counterclaim, reduction or diminution of any obligation or any defense of any kind or nature which the Borrowers have any Borrower has or may have against the beneficiary of any Letter of Credit shall be available hereunder to the Borrowers any Borrower against the Agent or any Bank. Nothing in this Section 3.3 shall limit the liability, if any, of the Borrowers Banks to the Banks Borrower pursuant to Section 10.5(b)9.5.

Letter of Credit Reimbursement Payments. (i) The Borrowers agree Each Borrower agrees to pay to the Agent, not later than 1:00 p.m. local time on the day date on which the Agent shall honor a draft or other demand for payment presented or made under any a Letter of CreditCredit issued for the account of such Borrower (or on the Business Day after receipt by such Borrower from the Agent of the notice referred to in the next sentence, if later), an amount equal to the amount paid by the Agent in respect of such draft or other demand under such Letter of Credit and all reasonable expenses paid or incurred by the Agent relative thereto (the "Reimbursement Amount"). The Agent shall, on the date of each demand for payment under any Letter of Credit issued by the Agent, give such Borrower notice thereof and of the amount of such Borrower's reimbursement obligation and liability for expenses relative thereto. Unless In the Borrowers case of the Company, if the Company shall not have made such payment to the Agent on such day, upon each such payment by the Agent, the Agent shall be deemed to have disbursed to the Borrowers, and the Borrowers Company shall be deemed to have elected to satisfy the its reimbursement obligation by borrowing, a Loan bearing interest at the Floating Rate for the account of the Banks Borrowing in an amount equal to the amount so paid by the Agent in respect of such draft or other demand under such Letter of Credit. Such Loan , and the Agent shall be disburseddeemed to have disbursed to the Company, for the account of the Revolving Credit Lenders, the Floating Rate Loans comprising such Floating Rate Borrowing, and each Bank Revolving Credit Lender shall advance make its Pro Rata Share thereof, share of each such Floating Rate Borrowing available to the Agent in accordance with this Agreement. Such Floating Rate Loans shall be deemed disbursed notwithstanding any failure to satisfy any conditions for disbursement of any Loan set forth in Article III or any other condition and, to the extent of the Loan Floating Rate Loans so disbursed, the reimbursement obligation of the Borrowers Company with respect to such Letter of Credit under this Section 3.3 subsection (a)(i) shall be deemed satisfied; provided, however, that such disbursement shall not be deemed to be a waiver of any Event of Default or Default, if any. (ii) If If, for any reason (including without limitation as a result of the occurrence of an Event of Default with respect to any Borrower pursuant to Section 6.1(h)), ) Floating Rate Loans may not be made by the Banks Revolving Credit Lenders as described in subsection (a)(i) of this Section 3.3(a)(i)3.3 or in the case of any Letter of Credit Advance made to any Borrowing Subsidiary, then (A) the Borrowers agree each Borrower agrees that each reimbursement amount Reimbursement Amount not paid pursuant to the first sentence of subsection (a)(i) of this Section 3.3(a)(i) 3.3 shall bear interest, payable on demand by the Agent, at the interest rate then applicable to Floating Rate LoansLoans in the case of any Letters of Credit denominated in Dollars and at the correlative floating rate of interest customarily applicable to similar transactions of credit to corporate borrowers denominated in such currency in the country of issue, as determined by the Agent, in the case of any Letter of Credit denominated in any Eligible Currency, and (B) effective on the date each such Floating Rate Loan would otherwise have been mademade with respect to any Letter of Credit in the case of any Letter of Credit denominated in Dollars or, in the case of any Letter of Credit denominated in any Eligible Currency, effective on the date the Reimbursement Amount is due thereunder, each Bank Revolving Credit Lender severally agrees that it shall unconditionally and irrevocably, without regard to the occurrence of any Event of Default or Unmatured Event of Default, in lieu of a deemed disbursement of Loans, or any other event or condition to the extent of such BankRevolving Credit Lender's Pro Rata Share, pro rata share (based on the percentage of the aggregate Revolving Credit Commitments of all Revolving Credit Lenders then constituted by such Revolving Credit Lender's Revolving Credit Commitment) purchase a participating interest in each reimbursement amountunreimbursed draft under a Letter a Credit. Each Bank such Revolving Credit Lender will immediately transfer to the Agent, in same day funds, the amount of its participation. Each Bank such Revolving Credit Lender shall share in accordance with its Pro Rata Share (calculated by reference to the Commitments) on a pro rata basis in any interest which accrues thereon and in all repayments thereof. If and to the extent that any Bank Revolving Credit Lender shall not have so made the amount of such participating interest available to the Agent, such Bank and the Borrowers agree Revolving Credit Lender agrees to pay to the Agent forthwith on demand such amount together with interest thereon, for each day from the date of demand by the Agent until the date such amount is paid to the Agent, at (x) in the case of the Borrowers, the interest rate then applicable to Floating Rate Loans and (y) in the case of such Bank, the Federal Funds Rate for the first five daysdays after such demand and at the Overdue Rate thereafter. (iii) Each Revolving Credit Lender shall be obligated, absolutely and thereafter the interest rate applicable unconditionally, to make Floating Rate LoansLoans pursuant to Section 3.3(a)(i) to purchase and fund participation interests in Letters of Credit pursuant to Section 2.4(d) and 3.3(a)(ii) and the obligation shall not be affected by any circumstance whatsoever, including, without limitation, (i) any set off, counterclaim, recoupment, defense or other right which such Revolving Credit Lender or any Borrower may have against the Agent, any Borrower or anyone else for any reason whatsoever, (ii) the occurrence of any Event of Default or Unmatured Event (iii) the occurrence of any Material Adverse Effect, (iv) any breach of this Agreement by any Borrower, any of their respective Subsidiaries, the Agent, or any other Revolving Credit Lender, or (v) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing, including without limitation any termination or other limitation on the Revolving Credit Commitments or any failure to satisfy any conditions precedent to any Advance contained herein or any other provision of this Agreement. (b) The To the fullest extent permitted by law, the reimbursement obligations obligation of the Borrowers each Borrower under this Section 3.3 shall be absolute, unconditional and irrevocable and shall remain in full force and effect until all obligations of the Borrowers such Borrower to the Agent and the Banks Revolving Credit Lenders hereunder shall have been satisfied, and such obligations of the Borrowers such Borrower shall not be affected, modified or impaired upon the happening of any event, including without limitation, any of the following, whether or not with notice to, or the consent of, the Borrowerssuch Borrower: (i) Any lack of validity or enforceability of any Letter of Credit or any documentation relating to any Letter of Credit or to any transaction related in any way to such Letter of Credit (the "Letter of Credit Documents"); (ii) Any amendment, modification, waiver or waiver, consent, or any substitution, exchange or release of or failure to perfect any interest in collateral or security, with respect to any of the Letter of Credit Documents.; (iii) The existence of any claim, setoff, defense or other right which the Borrowers any Borrower may have at any time against any beneficiary or any transferee of any Letter of Credit (or any persons Persons or entities for whom any such beneficiary or any such transferee may be acting), the Agent or any Bank Lender or any other person Person or entity, whether in connection with any of the Letter of Credit Documents, the transactions contemplated herein or therein or any unrelated transactions; (iv) Any draft or other statement or document presented under any Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; (v) Payment by the Agent to the beneficiary under any Letter of Credit against presentation of documents which do not comply with the terms of the Letter of Credit, including failure of any documents to bear any reference or adequate reference to such Letter of Credit; (vi) Any failure, omission, delay or lack on the part of the Agent or any Bank Lender or any party to any of the Letter of Credit Documents to enforce, assert or exercise any right, power or remedy conferred upon the Agent, Agent any Bank Lender or any such party under this Agreement or any of the Letter of Credit Documents, or any other acts or omissions on the part of the Agent, Agent any Bank Lender or any such party; or (vii) Any other event or circumstance that would, in the absence of this clause, result in the release or discharge by operation of law or otherwise the Borrowers of any Borrower from the performance or observance of any obligation, covenant or agreement contained in this Section 3.3. No setoff, counterclaim, reduction or diminution of any obligation or any defense of any kind or nature which the Borrowers have any Borrower has or may have against the beneficiary of any Letter of Credit shall be available hereunder to the Borrowers any Borrower against the Agent or any BankLender. Nothing in this Section 3.3 shall limit the liability, if any, of the Borrowers Agent or the Lenders to the Banks any Borrower pursuant to Section 10.5(b3.3(c). (c) Each Borrower hereby indemnifies and agrees to hold harmless the Lenders, the Agent and their respective officers, directors, employees and agents, from and against any and all claims, damages, losses, liabilities, costs or expenses of any kind or nature whatsoever which the Lenders, the Agent or any such Person may incur or which may be claimed against any of them by reason of or in connection with any Letter of Credit issued for its account, and neither any Lender, the Agent nor any of their respective officers, directors, employees or agents shall be liable or responsible for: (i) the use which may be made of any Letter of Credit or for any acts or omissions of any beneficiary in connection therewith; (ii) the validity, sufficiency or genuineness of documents or of any endorsement thereon, even if such documents should in fact prove to be in any or all respects invalid, insufficient, fraudulent or forged; (iii) payment by the Agent to the beneficiary under any Letter of Credit against presentation of documents which do not comply with the terms of any Letter of Credit, including failure of any documents to bear any reference or adequate reference to such Letter of Credit; (iv) any error, omission, interruption or delay in transmission, dispatch or delivery of any message or advice, however transmitted, in connection with any Letter of Credit; or (v) any other event or circumstance whatsoever arising in connection with any Letter of Credit; provided, however, that no Borrower shall be required to indemnify the Lenders, the Agent and such other Persons, and the Lenders shall be severally liable to such Borrower to the extent, but only to the extent, of any direct, as opposed to consequential or incidental, damages suffered such Borrower which were caused by (A) the Agent's wrongful dishonor of any Letter of Credit after the presentation to it by the beneficiary thereunder of a draft or other demand for payment and other documentation strictly complying with the terms and conditions of such Letter of Credit, or (B) the payment by the Agent to the beneficiary under any Letter of Credit against presentation of documents which do not comply with the terms of the Letter of Credit to the extent, but only to the extent, that such payment constitutes gross negligence or wilful misconduct of the Agent; provided that none of the Agent, any Lender or any such Person shall have the right to be indemnified hereunder for its own gross negligence or wilful misconduct as determined by a court of competent jurisdiction. It is understood that in making any payment under a Letter of Credit the Agent will rely on documents presented to it under such Letter of Credit as to any and all matters set forth therein without further investigation and regardless of any notice or information to the contrary, and such reliance and payment against documents presented under a Letter of Credit substantially complying with the terms thereof shall not be deemed gross negligence or wilful misconduct of the Agent in connection with such payment. It is further acknowledged and agreed that the Borrowers may have rights against the beneficiary or others in connection with any Letter of Credit with respect to which the Lenders or the Agent are alleged to be liable and it shall be a precondition of the assertion of any liability of the Lenders or the Agent under this Section that the Borrowers shall first have exhausted all remedies in respect of the alleged loss against such beneficiary and any other parties obligated or liable in connection with such Letter of Credit and any related transactions. (d) For purposes of this Agreement, the outstanding amount of any Letter of Credit issued in any currency other than Dollars shall equal the Dollar Equivalent thereof.

Letter of Credit Reimbursement Payments. (ia) The Borrowers agree Company agrees to pay to the Agent, on the day on which the Agent shall honor a draft or other demand for payment presented or made under any Letter of Credit, an amount equal to the amount paid by the Agent in respect of such draft or other demand under such Letter of Credit and all expenses paid or incurred by the Agent relative thereto. Unless the Borrowers Company shall have made such payment to the Agent on such day, upon each such payment by the Agent, the Agent shall be deemed to have disbursed to the BorrowersCompany, and the Borrowers Company shall be deemed to have elected to satisfy the its reimbursement obligation by borrowingby, a Revolving Credit Loan bearing interest at the Floating Prime Rate for the account of the Banks Lenders in an amount equal to the amount so paid by the Agent in respect of such draft or other demand under such Letter of Credit. Such Revolving Credit Loan shall be disbursed, and each Bank shall advance its Pro Rata Share thereof, disbursed notwithstanding any failure to satisfy any conditions for disbursement of any Loan set forth in Article III or any other condition and, to the extent of the Revolving Credit Loan so disbursed, the reimbursement obligation of the Borrowers Company under this Section 3.3 4.3 shall be deemed satisfied; providedsatisfied without, however, that such disbursement shall not be deemed to be a constituting any waiver of any Event of Default or Default, if any. (ii) If for any reason (including without limitation as a result of the occurrence of an Event of Default pursuant to Section 6.1(h)), Floating Rate Loans may not be made by the Banks Lenders or the Agent as described in Section 3.3(a)(i), then (A) the Borrowers agree that each reimbursement amount not paid pursuant to the first sentence of Section 3.3(a)(i) shall bear interest, payable on demand by the Agent, at the interest rate then applicable to Floating Rate Loans, and (B) effective on the date each such Floating Rate Loan would otherwise have been made, each Bank severally agrees that it shall unconditionally and irrevocably, without regard to the occurrence of any Default then existing or Event of Default, in lieu of a deemed disbursement of Loans, to the extent of such Bank's Pro Rata Share, purchase a participating interest in each reimbursement amount. Each Bank will immediately transfer to the Agent, in same day funds, the amount of its participation. Each Bank shall share in accordance with its Pro Rata Share (calculated by reference to the Commitments) in any interest which accrues thereon and in all repayments thereof. If and to the extent that any Bank shall not have so made the amount of such participating interest available to the Agent, such Bank and the Borrowers agree to pay to the Agent forthwith on demand such amount together with interest thereon, for each day from the date of demand by the Agent until the date such amount is paid to the Agent, at (x) in the case of the Borrowers, the interest rate then applicable to Floating Rate Loans and (y) in the case of such Bank, the Federal Funds Rate for the first five days, and thereafter the interest rate applicable to Floating Rate Loansthereby created. (b) The reimbursement obligations obligation of the Borrowers Company under this Section 3.3 4.3 shall be absolute, unconditional and irrevocable and shall remain in full force and effect until all obligations of the Borrowers Company to the Agent and the Banks Lenders hereunder shall have been satisfied, and such obligations of the Borrowers Company shall not be affected, modified or impaired upon the happening of any event, including without limitation, any of the following, whether or not with notice to, or the consent of, the BorrowersCompany: (i) Any lack of validity or enforceability of any Letter of Credit or any documentation relating to any Letter of Credit or to any transaction related in any way to such Letter of Credit (the "Letter of Credit Documents"); (ii) Any amendment, modification, waiver or waiver, consent, or any substitution, exchange or release of or failure to perfect any interest in collateral or security, with respect to any of the Letter of Credit Documents.; (iii) The existence of any claim, setoff, defense or other right which the Borrowers Company may have at any time against any beneficiary or any transferee of any Letter of Credit (or any persons or entities for whom any such beneficiary or any such transferee may be acting), the Agent or any Bank Lender or any other person or entity, whether in connection with any of the Letter of Credit Documents, the transactions contemplated herein or therein or any unrelated transactions; (iv) Any draft or other statement or document presented under any Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; (v) Payment by the Agent to the beneficiary under any Letter of Credit against presentation of documents which do not comply with the terms of the Letter of Credit, including failure of any documents to bear any reference or adequate reference to such Letter of Credit; (vi) Any failure, omission, delay or lack on the part of the Agent or any Bank Lender or any party to any of the Letter of Credit Documents to enforce, assert or exercise any right, power or remedy conferred upon the Agent, any Bank Lender or any such party under this 1999 CREDIT AGREEMENT -20- 25 Agreement or any of the Letter of Credit Documents, or any other acts or omissions on the part of the Agent, any Bank Lender or any such party; orand (vii) Any other event or circumstance that would, in the absence of this clause, result in the release or discharge by operation of law or otherwise of the Borrowers Company from the performance or observance of any obligation, covenant or agreement contained in this Section 3.34.3. No setoff, counterclaim, reduction or diminution of any obligation or any defense of any kind or nature which the Borrowers have Company has or may have against the beneficiary of any Letter of Credit shall be available hereunder to the Borrowers Company against the Agent or any BankLender. Nothing in this Section 3.3 4.3 shall limit the liability, if any, of the Borrowers Lenders or the Agent to the Banks Company pursuant to Section 10.5(b).

Letter of Credit Reimbursement Payments. (i) The Borrowers agree Each Borrower agrees to pay to the AgentAgent for the benefit of the Banks, on the day on which the Agent Issuing Bank shall honor a draft or other demand for payment presented or made under any Letter of Credit, an amount equal to the amount paid by the Agent Issuing Bank in respect of such draft or other demand under such Letter of Credit and all expenses paid or incurred by the Agent Issuing Bank relative thereto. Unless the Borrowers a Borrower shall have made such payment to the Agent on such day, upon each such payment by the AgentIssuing Bank, subject to Section 3.3(a)(ii), the Agent Issuing Bank shall be deemed to have disbursed to the Borrowerssuch Borrower, and the Borrowers such Borrower shall be deemed to have elected to satisfy the its reimbursement obligation by borrowing, requesting a Revolving Credit Loan bearing interest at the Floating Rate for the account of the Banks in an amount equal to the amount so paid by the Agent Issuing Bank in respect of such draft or other demand under such Letter of Credit. Such Loan shall Revolving Credit Loans shall, subject to Section 3.3(a)(ii), be disbursed, and each Bank shall advance its Pro Rata Share thereof, disbursed notwithstanding any failure to satisfy any conditions for disbursement of any Loan set forth in Article III or any other condition II hereof and, to the extent of the Revolving Credit Loan so disbursed, the reimbursement obligation of the Borrowers Borrower under this Section 3.3 shall be deemed satisfied; provided, however, that such disbursement nothing in this Section 3.3 shall not be deemed to be constitute a waiver of any Default or Event of Default caused by the failure to the conditions for disbursement or Default, if anyotherwise. (ii) If If, for any reason (including without limitation as a result of the occurrence of an Event of Default with respect to any Borrower pursuant to Section 6.1(h6.1(i)), Floating Rate Loans may not be made by the Banks as described in Section 3.3(a)(i), then (A) the Borrowers agree each Borrower agrees that each reimbursement amount not paid pursuant to the first sentence of Section 3.3(a)(i) shall bear interest, payable on demand by the Agent, at the interest rate then applicable to Floating Rate Loans, and (B) effective on the date each such Floating Rate Loan would otherwise have been made, each Bank severally agrees that it shall unconditionally and irrevocably, without regard to the occurrence of any Default or Event of Default, in lieu of a deemed disbursement of Loansloans, to the extent of such Bank's Pro Rata ShareCommitment, purchase a participating interest in each reimbursement amount. Each Bank will immediately transfer to the Agent, in same day funds, the amount of its participation. Each Bank shall share in accordance with its Pro Rata Share on a pro rata basis (calculated by reference to the Commitmentsits Commitment) in any interest which accrues thereon and in all repayments thereof. If and to the extent that any Bank shall not have so made the amount of such participating interest available to the Agent, such Bank and the Borrowers severally agree to pay to the Agent forthwith on demand such amount together with interest thereon, for each day from the date of demand by the Agent until the date such amount is paid to the Agent, at (x) in the case of the Borrowersany Borrower, the interest rate then applicable to Floating Rate Loans and (y) in the case of such Bank, the Federal Funds Rate Rate. The failure of any Bank to make its pro rata portion of any such amount paid by the Issuing Bank available to the Agent shall not relieve any other Bank of its obligation to make available its pro rata portion of such amount, but no Bank shall be responsible for failure of any other Bank to make such pro rata portion available to the first five days, and thereafter the interest rate applicable to Floating Rate LoansAgent. (b) The reimbursement obligations obligation of the Borrowers each Borrower under this Section 3.3 shall be absolute, unconditional and irrevocable and shall remain in full force and effect until all obligations of the Borrowers to the Agent and the Banks hereunder shall have been satisfied, and such obligations of the Borrowers shall not be affected, modified or impaired upon the happening of any event, including without limitation, any of the following, whether or not with notice to, or the consent of, the Borrowersany Borrower: (i) Any lack of validity or enforceability of any Letter of Credit or any documentation relating to any Letter of Credit or to any transaction related in any way to such Letter of Credit (the "Letter of Credit Documents"); (ii) Any amendment, modification, waiver or waiver, consent, or any substitution, exchange or release of or failure to perfect any interest in collateral or security, with respect to any of the Letter of Credit Documents.; (iii) The existence of any claim, setoff, defense or other right which the Borrowers any Borrower may have at any time against any beneficiary or any transferee of any Letter of Credit (or any persons or entities for whom any such beneficiary or any such transferee may be acting), the Agent Agent, the Issuing Bank or any Bank or any other person or entity, whether in connection with any of the Letter of Credit Documents, the transactions contemplated herein or therein or any unrelated transactions; (iv) Any draft or other statement or document presented under any Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; (v) Payment by the Agent Issuing Bank to the beneficiary under any Letter of Credit against presentation of documents which do not comply with the terms of the Letter of Credit, including failure of any documents to bear any reference or adequate reference to such Letter of Credit; (vi) Any failure, omission, delay or lack on the part of the Agent Agent, the Issuing Bank or any Bank or any party to any of the Letter of Credit Documents to enforce, assert or exercise any right, power or remedy conferred upon the Agent, the Issuing Bank, any Bank or any such party under this Agreement or any of the Letter of Credit Documents, or any other acts or omissions on the part of the Agent, the Issuing Bank, any Bank or any such party; or; (vii) Any other event or circumstance that would, in the absence of this clause, result in the release or discharge by operation of law or otherwise the Borrowers of any Borrower from the performance or observance of any obligation, covenant or agreement contained in this Section 3.3. No setoff, counterclaim, reduction or diminution of any obligation or any defense of any kind or nature which the Borrowers have any Borrower has or may have against the beneficiary of any Letter of Credit shall be available hereunder to the Borrowers such Borrower against the Agent Agent, the Issuing Bank or any Bank. Nothing in this Section 3.3 shall limit the liability, if any, of the Borrowers Agent or the Issuing Bank to the Banks any Borrower pursuant to Section 10.5(b)9.5.

Letter of Credit Reimbursement Payments. (ia) The Borrowers agree Account Party agrees to pay to the AgentLender, on the day on which the Agent Lender shall honor a draft or other demand for payment presented or made under any Letter of Credit, Credit an amount equal to the amount paid by the Agent Lender in respect of such draft or other demand under such Letter of Credit and all expenses paid or incurred by the Agent Lender relative thereto. Unless the Borrowers shall have made such payment to the Agent on such day, upon each such payment by the Agent, the Agent shall be deemed to have disbursed to the Borrowers, and the Borrowers shall be deemed to have elected to satisfy the reimbursement obligation by borrowing, a Loan bearing interest at the Floating Rate for the account of the Banks in an amount equal to the amount so paid by the Agent in respect of such draft or other demand under such Letter of Credit. Such Loan shall be disbursed, and each Bank shall advance its Pro Rata Share thereof, notwithstanding any failure to satisfy any conditions for disbursement of any Loan set forth in Article III or any other condition and, to the extent of the Loan so disbursed, the reimbursement obligation of the Borrowers under this Section 3.3 shall be deemed satisfied; provided, however, that such disbursement shall not be deemed to be a waiver of any Event of Default or Default, if any. (ii) If for any reason (including without limitation as a result of the occurrence of an Event of Default pursuant to Section 6.1(h)), Floating Rate Loans may not be made by the Banks as described in Section 3.3(a)(i), then (A) the Borrowers agree that each Each reimbursement amount not paid pursuant to the first sentence of Section 3.3(a)(i3.9(a) shall bear interest, payable on demand by the AgentLender, at the interest rate then applicable to Floating Rate Loans, and (B) effective on the date each such Floating Rate Loan would otherwise have been made, each Bank severally agrees that it shall unconditionally and irrevocably, without regard to the occurrence of any Default or Event of Default, in lieu of a deemed disbursement of Loans, to the extent of such Bank's Pro Rata Share, purchase a participating interest in each reimbursement amount. Each Bank will immediately transfer to the Agent, in same day funds, the amount of its participation. Each Bank shall share in accordance with its Pro Rata Share (calculated by reference to the Commitments) in any interest which accrues thereon and in all repayments thereof. If and to the extent that any Bank shall not have so made the amount of such participating interest available to the Agent, such Bank and the Borrowers agree to pay to the Agent forthwith on demand such amount together with interest thereon, for each day from the date of demand by the Agent until the date such amount is paid to the Agent, at (x) in the case of the Borrowers, the interest rate then applicable to Floating Rate Loans and (y) in the case of such Bank, the Federal Funds Rate for the first five days, and thereafter the interest rate applicable to Floating Alternate Base Rate Loans. (b) The reimbursement obligations obligation of the Borrowers Account Party under this Section 3.3 3.9 shall be absolute, unconditional and irrevocable and shall remain in full force and effect until all obligations of the Borrowers Account Party to the Agent and the Banks Lender hereunder shall have been satisfied, and such obligations of the Borrowers Account Party shall not be affected, modified or impaired upon the happening of any event, including without limitation, any of the following, whether or not with notice to, or the consent of, the BorrowersAccount Pxxxx: (i) Any lack of validity or enforceability of any Letter of Credit or any documentation relating to any Letter of Credit or to any transaction related in any way to such Letter of Credit (the "“Letter of Credit Documents"”); (ii) Any amendment, modification, waiver or waiver, consent, or any substitution, exchange or release of or failure to perfect any interest in collateral or security, with respect to any of the Letter of Credit Documents.; (iii) The existence of any claim, setoff, defense or other right which the Borrowers Account Party may have at any time against any beneficiary or any transferee of any Letter of Credit (or any persons or entities for whom any such beneficiary or any such transferee may be acting), the Agent or any Bank Lender or any other person or entity, whether in connection with any of the Letter of Credit Documents, the transactions contemplated herein or therein or any unrelated transactions; (iv) Any draft or other statement or document presented under any Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any any, respect; (v) Payment by the Agent Lender to the beneficiary under any Letter of Credit against presentation of documents a document which do does not comply with the terms of the Letter of Credit, including failure of any documents to bear any reference or adequate reference to such Letter of Credit; (vi) Any failure, omission, delay or lack on the part of the Agent or any Bank Lender or any party to any of the Letter of Credit Documents to enforce, assert or exercise any right, power or remedy conferred upon the Agent, any Bank Lender or any such party under this Agreement or any of the Letter of Credit Documents, or any other acts or omissions on the part of the Agent, any Bank Lender or any such party; or; (vii) Any other event or circumstance that would, in the absence of this clause, result in the release or discharge by operation of law or otherwise of the Borrowers Account Party from the performance or observance of any obligation, covenant or agreement contained in this Section 3.33.9. No setoff, counterclaim, reduction or diminution of any obligation or any defense of any kind or nature which the Borrowers have Account Party has or may have against the beneficiary of any Letter of Credit shall be available hereunder to the Borrowers Account Party against the Agent or any BankLender. Nothing in this Section 3.3 3.9 shall limit the liability, if any, of the Borrowers Lender to the Banks Account Party pursuant to Section 10.5(b)7.5. (c) For purposes of this Agreement, a Letter of Credit Advance (i) shall be deemed outstanding in an amount equal to the sum of the maximum amount available to be drawn under the related Letter of Credit on or after the date of determination and on or before the stated expiry date thereof plus the amount of any draws under such Letter of Credit that have not been reimbursed as provided in this Section 3.9 and (ii) shall be deemed outstanding at all times on and before such stated expiry date or such earlier date on which all amounts available to be drawn under such Letter of Credit have been fully drawn, and thereafter until all related reimbursement obligations have been paid pursuant to this Section 3.9.

Letter of Credit Reimbursement Payments. (i) The Borrowers agree Company agrees to pay to the Agent, not later than 1:00 p.m. Detroit time on the day date on which the Agent shall honor a draft or other demand for payment presented or made under any such Letter of Credit, an amount equal to the amount paid by the Agent in respect of such draft or other demand under such Letter of Credit and all reasonable expenses paid or incurred by the Agent relative thereto (the "Reimbursement Amount"). The Agent shall, on the date of each demand for payment under any Letter of Credit issued by the Agent, give the Company notice thereof and of the amount of the Company's reimbursement obligation and liability for expenses relative thereto; provided that the failure of the Agent to give such notice shall not affect the reimbursement and other obligations of the Company under this Section 3.3. Unless the Borrowers Company shall have made such payment to the Agent on such day, upon each such payment by the Agent, the Agent shall be deemed to have disbursed to the Borrowers, and the Borrowers Company shall be deemed to have elected to satisfy the its reimbursement obligation by borrowing, a Loan bearing interest at the Floating an Adjusted Prime Rate for the account of the Banks Borrowing in an amount equal to the amount so paid by the Agent in respect of such draft or other demand under such Letter of Credit. Such Loan , and the Agent shall be disburseddeemed to have disbursed to the Company, for the account of the Revolving Credit Lenders, the Adjusted Prime Rate Loans comprising such Adjusted Prime Rate Borrowing, and each Bank Revolving Credit Lender shall advance make its Pro Rata Share thereof, share of each such Adjusted Prime Rate Borrowing available to the Agent in accordance with this Agreement. Such Adjusted Prime Rate Loans shall be deemed disbursed notwithstanding any failure to satisfy any conditions for disbursement of any Loan set forth in Article III or any other condition and, to the extent of the Loan Adjusted Prime Rate Loans so disbursed, the reimbursement obligation of the Borrowers Company with respect to such Letter of Credit under this Section 3.3 subsection (a)(i) shall be deemed satisfied; provided, however, that such disbursement shall not be deemed to be a waiver of any Event of Default or Default, if any. (ii) If If, for any reason (including without limitation as a result of the occurrence of an Event of Default with respect to the Company pursuant to Section 6.1(h)), Floating Adjusted Prime Rate Loans may not be made by the Banks Revolving Credit Lenders as described in subsection (a)(i) of this Section 3.3(a)(i)3.3, then (A) the Borrowers agree Company agrees that each reimbursement amount Reimbursement Amount not paid pursuant to the first sentence of subsection (a)(i) of this Section 3.3(a)(i) 3.3 shall bear interest, payable on demand by the Agent, at the interest rate then applicable to Floating Adjusted Prime Rate Loans, and (B) effective on the date each such Floating Adjusted Prime Rate Loan would otherwise have been mademade with respect to any Letter of Credit, each Bank Revolving Credit Lender severally agrees that it shall unconditionally and irrevocably, without regard to the occurrence of any Event of Default or Unmatured Event of Default, in lieu of a deemed disbursement of Loans, to the extent of such BankRevolving Credit Lender's Pro Rata Share, pro rata share (based on the percentage of the aggregate Revolving Credit Commitments of all Revolving Credit Lenders then constituted by such Revolving Credit Lender's Revolving Credit Commitment) purchase a participating interest in each reimbursement amountReimbursement Amount. Each Bank such Lender will immediately transfer to the Agent, in same day funds, the amount of its participation. Each Bank such Lender shall share in accordance with its Pro Rata Share (calculated by reference to the Commitments) on a pro rata basis in any interest which accrues thereon and in all repayments thereof. If and to the extent that any Bank Lender shall not have so made the amount of such participating interest available to the Agent, such Bank and the Borrowers agree Lender agrees to pay to the Agent forthwith on demand such amount together with interest thereon, for each day from the date of demand by the Agent until the date such amount is paid to the Agent, at (x) in the case of the Borrowers, the interest rate then applicable to Floating Rate Loans and (y) in the case of such Bank, the Federal Funds Rate for the first five daysdays after such demand and at the Overdue Rate thereafter. (iii) Each Revolving Credit Lender shall be obligated, absolutely and thereafter unconditionally, to make Adjusted Prime Rate Loans pursuant to Section 3.3(a)(i) to purchase and fund participation interests in Letters of Credit pursuant to Section 2.4(d) and 3.3(a)(ii) and the interest rate applicable to Floating Rate Loans.obligation shall not be affected by any circumstance whatsoever, including, without limitation, (i) any set off, counterclaim, (b) The reimbursement obligations obligation of the Borrowers Company under this Section 3.3 shall be absolute, unconditional and irrevocable and shall remain in full force and effect until all obligations of the Borrowers Company to the Agent and the Banks Lenders hereunder shall have been satisfied, and such obligations of the Borrowers Company shall not be affected, modified or impaired upon the happening of any event, including without limitation, any of the following, whether or not with notice to, or the consent of, the BorrowersCompany: (i) Any lack of validity or enforceability of any Letter of Credit or any documentation relating to any Letter of Credit or to any transaction related in any way to such Letter of Credit (the "Letter of Credit Documents"); (ii) Any amendment, modification, waiver or waiver, consent, or any substitution, exchange or release of or failure to perfect any interest in collateral or security, with respect to any of the Letter of Credit Documents.; (iii) The existence of any claim, setoff, defense or other right which the Borrowers Company may have at any time against any beneficiary or any transferee of any Letter of Credit (or any persons Persons or entities for whom any such beneficiary or any such transferee may be acting), the Agent or any Bank Lender or any other person Person or entity, whether in connection with any of the Letter of Credit Documents, the transactions contemplated herein or therein or any unrelated transactions; (iv) Any draft or other statement or document presented under any Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; (v) Payment by the Agent to the beneficiary under any Letter of Credit against presentation of documents which do not comply with the terms of the Letter of Credit, including failure of any documents to bear any reference or adequate reference to such Letter of Credit; (vi) Any failure, omission, delay or lack on the part of the Agent, the Agent or any Bank Lender or any party to any of the Letter of Credit Documents to enforce, assert or exercise any right, power or remedy conferred upon the Agent, the Agent, any Bank Lender or any such party under this Agreement or any of the Letter of Credit Documents, or any other acts or omissions on the part of the Agent, the Agent, any Bank Lender or any such party; or (vii) Any other event or circumstance that would, in the absence of this clause, result in the release or discharge by operation of law or otherwise of the Borrowers Company from the performance or observance of any obligation, covenant or agreement contained in this Section 3.3. No setoff, counterclaim, reduction or diminution of any obligation or any defense of any kind or nature which the Borrowers have Company has or may have against the beneficiary of any Letter of Credit shall be available hereunder to the (c) The Company hereby indemnifies and agrees to hold harmless the Borrowers Lenders, the Agent and their respective officers, directors, employees and agents, harmless from and against any and all claims, damages, losses, liabilities, costs or expenses of any kind or nature whatsoever which the Lenders, the Agent or any Banksuch Person may incur or which may be claimed against any of them by reason of or in connection with any Letter of Credit, and neither any Lender, the Agent nor any of their respective officers, directors, employees or agents shall be liable or responsible for: (i) the use which may be made of any Letter of Credit or for any acts or omissions of any beneficiary in connection therewith; (ii) the validity, sufficiency or genuineness of documents or of any endorsement thereon, even if such documents should in fact prove to be in any or all respects invalid, insufficient, fraudulent or forged; (iii) payment by the Agent to the beneficiary under any Letter of Credit against presentation of documents which do not comply with the terms of any Letter of Credit, including failure of any documents to bear any reference or adequate reference to such Letter of Credit; (iv) any error, omission, interruption or delay in transmission, dispatch or delivery of any message or advice, however transmitted, in connection with any Letter of Credit; or (v) any other event or circumstance whatsoever arising in connection with any Letter of Credit; provided, however, that the Company shall not be required to indemnify the Lenders, the Agent and such other Persons, and the Lenders shall be severally liable to the Company to the extent, but only to the extent, of any direct, as opposed to consequential or incidental, damages suffered by the Company which were caused by (A) the Agent's wrongful dishonor of any Letter of Credit after the presentation to it by the beneficiary thereunder of a draft or other demand for payment and other documentation strictly complying with the terms and conditions of such Letter of Credit, or (B) the payment by the Agent to the beneficiary under any Letter of Credit against presentation of documents which do not comply with the terms of the Letter of Credit to the extent, but only to the extent, that such payment constitutes gross negligence or wilful misconduct of the Agent; provided that none of the Agent, any Lender or any such Person shall have the right to be indemnified hereunder for its own gross negligence or wilful misconduct as determined by a court of competent jurisdiction. Nothing It is understood that in making any payment under a Letter of Credit the Agent will rely on documents presented to it under such Letter of Credit as to any and all matters set forth therein without further investigation and regardless of any notice or information to the contrary, and such reliance and payment against documents presented under a Letter of Credit substantially complying with the terms thereof shall not be deemed gross negligence or wilful misconduct of the Agent in connection with such payment. It is further acknowledged and agreed that the Company may have rights against the beneficiary or others in connection with any Letter of Credit with respect to which the Lenders or the Agent are alleged to be liable and it shall be a precondition of the assertion of any liability of the Lenders or the Agent under this Section 3.3 that the Company shall limit the liability, if any, first have exhausted all remedies in respect of the Borrowers alleged loss against such beneficiary and any other parties obligated or liable in connection with such Letter of Credit and any related transactions. (d) Letters of Credit may be issued in any currency acceptable to the Banks pursuant Agent, provided that all Reimbursement Amounts payable by the Company shall be paid in Dollars in an amount equal to Section 10.5(b)the Dollar Equivalent of such Reimbursement Amount as determined at the time the Agent makes payment under any Letter of Credit and not more than an amount equal to the Dollar Equivalent of $15,000,000 in Letters of Credit in any currency other than Dollars may be issued, which Dollar Equivalent shall be measured at the time of issuance of any Letter of Credit. For purposes of this Agreement, the outstanding amount of any Letter of Credit issued in any currency other than Dollars shall be equal the Dollar Equivalent thereof.

Letter of Credit Reimbursement Payments. (i) The Borrowers agree to pay to the AgentBanks, on the day on which the Agent shall honor a draft or other demand for payment presented or made under any Letter of Credit, an amount equal to the amount paid by the Agent in respect of such draft or other demand under such Letter of Credit and all expenses paid or incurred by the Agent relative thereto. Unless the Borrowers a Borrower shall have made such payment to the Agent Banks on such day, upon each such payment by the Agent, the Agent shall be deemed to have disbursed to the BorrowersBorrower for whose benefit the Letter of Credit was issued, and the Borrowers such Borrower shall be deemed to have elected to satisfy the its reimbursement obligation by borrowingby, a Revolving Credit Loan bearing interest at the Floating Rate for the account of the Banks in an amount equal to the amount so paid by the Agent in respect of such draft or other demand under such Letter of Credit. Such Revolving Credit Loan shall be disbursed, and each Bank shall advance its Pro Rata Share thereof, disbursed notwithstanding any failure to satisfy any conditions for disbursement of any Loan set forth in Article III or any other condition II hereof and, to the extent of the Revolving Credit Loan so disbursed, the reimbursement obligation of the Borrowers under this Section 3.3 shall be deemed satisfied; provided, however, that such disbursement nothing in this Section 3.3 shall not be deemed to be constitute a waiver of any Default or Event of Default caused by the failure to the conditions for disbursement or Default, if anyotherwise. (ii) If If, for any reason (including without limitation as a result of the occurrence of an Event of Default with respect to any Borrower pursuant to Section 6.1(h6.1(i)), Floating Rate Loans may not be made by the Banks as described in Section 3.3(a)(i), then (A) the Borrowers agree that each reimbursement amount not paid pursuant to the first sentence of Section 3.3(a)(i) shall bear interest, payable on demand by the Agent, at the interest rate then applicable to Floating Rate Loans, and (B) effective on the date each such Floating Rate Loan would otherwise have been made, each Bank severally agrees that it shall unconditionally and irrevocably, without regard to the occurrence of any Default or Event of Default, in lieu of a deemed disbursement of Loansloans, to the extent of such Bank's Pro Rata ShareCommitment, purchase a participating interest in each reimbursement amount. Each Bank will immediately transfer to the Agent, in same day funds, the amount of its participation. Each Bank shall share in accordance with its Pro Rata Share on a pro rata basis (calculated by reference to the Commitmentsits Commitment) in any interest which accrues thereon and in all repayments thereof. If and to the extent that any Bank shall not have so made the amount of such participating interest available to the Agent, such Bank and the Borrowers severally agree to pay to the Agent forthwith on demand such amount together with interest thereon, for each day from the date of demand by the Agent until the date such amount is paid to the Agent, at (x) in the case of the Borrowers, the interest rate then applicable to Floating Rate Loans and (y) in the case of such Bank, the Federal Funds Rate for the first five days, and thereafter the interest rate applicable to Floating Rate LoansRate. (b) The reimbursement obligations obligation of the Borrowers under this Section 3.3 shall be absolute, unconditional and irrevocable and shall remain in full force and effect until all obligations of the Borrowers to the Agent and the Banks hereunder shall have been satisfied, and such obligations of the Borrowers shall not be affected, modified or impaired upon the happening of any event, including without limitation, any of the following, whether or not with notice to, or the consent of, the Borrowers: (i) Any lack of validity or enforceability of any Letter of Credit or any documentation relating to any Letter of Credit or to any transaction related in any way to such Letter of Credit (the "Letter of Credit Documents"); (ii) Any amendment, modification, waiver or waiver, consent, or any substitution, exchange or release of or failure to perfect any interest in collateral or security, with respect to any of the Letter of Credit Documents.; (iii) The existence of any claim, setoff, defense or other right which the Borrowers any Borrower may have at any time against any beneficiary or any transferee of any Letter of Credit (or any persons or entities for whom any such beneficiary or any such transferee may be acting), the Agent or any Bank or any other person or entity, whether in connection with any of the Letter of Credit Documents, the transactions contemplated herein or therein or any unrelated transactions; (iv) Any draft or other statement or document presented under any Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; (v) Payment by the Agent to the beneficiary under any Letter of Credit against presentation of documents which do not comply with the terms of the Letter of Credit, including failure of any documents to bear any reference or adequate reference to such Letter of Credit; (vi) Any failure, omission, delay or lack on the part of the Agent or any Bank or any party to any of the Letter of Credit Documents to enforce, assert or exercise any right, power or remedy conferred upon the Agent, any Bank or any such party under this Agreement or any of the Letter of Credit Documents, or any other acts or omissions on the part of the Agent, any Bank or any such party; or; (vii) Any other event or circumstance that would, in the absence of this clause, result in the release or discharge by operation of law or otherwise the Borrowers of any Borrower from the performance or observance of any obligation, covenant or agreement contained in this Section 3.3. No setoff, counterclaim, reduction or diminution of any obligation or any defense of any kind or nature which the Borrowers have any Borrower has or may have against the beneficiary of any Letter of Credit shall be available hereunder to the Borrowers any Borrower against the Agent or any Bank. Nothing in this Section 3.3 shall limit the liability, if any, of the Borrowers Banks to the Banks Borrower pursuant to Section 10.5(b)9.5.

Letter of Credit Reimbursement Payments. (i) The Borrowers agree Company agrees to pay to the AgentBank, on the day on which the Agent Bank shall honor a draft or other demand for payment presented or made under any Letter of Credit, an amount equal to the amount paid by the Agent Bank in respect of such draft or other demand under such Letter of Credit and all expenses paid or incurred by the Agent Bank relative thereto. Unless the Borrowers Company shall have made such payment to the Agent Bank on such day, upon each such payment by the AgentBank, the Agent Bank shall be deemed to have disbursed to the BorrowersCompany, and the Borrowers Company shall be deemed to have elected to satisfy the its reimbursement obligation by borrowingby, a Loan bearing interest at the Floating Alternate Base Rate for the account of the Banks Bank in an amount equal to the amount so paid by the Agent Bank in respect of such draft or other demand under such Letter of Credit. Such Loan shall be disbursed, and each Bank shall advance its Pro Rata Share thereof, disbursed notwithstanding any failure to satisfy any conditions for disbursement of any Loan set forth in Article III or any other condition Section 3 hereof and, to the extent of the Loan so disbursed, the reimbursement obligation of the Borrowers Company under this Section 3.3 4.3 shall be deemed satisfied; provided, however, that such disbursement nothing in this Section 4.3 shall not be -------- ------- deemed to be constitute a waiver of any Default or Event of Default caused by the failure to the conditions for disbursement or Default, if anyotherwise. (ii) If If, for any reason (including without limitation as a result of the occurrence of an Event of Default with respect to the Company pursuant to Section 6.1(h8.1(g)), Floating Alternate Base Rate Loans may not be made by the Banks Bank as described in Section 3.3(a)(i4.3(a)(i), then (A) the Borrowers agree Company agrees that each reimbursement amount not paid pursuant to the first sentence of Section 3.3(a)(i4.3(a)(i) shall bear interest, payable on demand by the AgentBank, at the interest rate then applicable to Floating Rate Loans, and (B) effective on the date each such Floating Rate Loan would otherwise have been made, each Bank severally agrees that it shall unconditionally and irrevocably, without regard to the occurrence of any Default or Event of Default, in lieu of a deemed disbursement of Loans, to the extent of such Bank's Pro Rata Share, purchase a participating interest in each reimbursement amount. Each Bank will immediately transfer to the Agent, in same day funds, the amount of its participation. Each Bank shall share in accordance with its Pro Rata Share (calculated by reference to the Commitments) in any interest which accrues thereon and in all repayments thereof. If and to the extent that any Bank shall not have so made the amount of such participating interest available to the Agent, such Bank and the Borrowers agree to pay to the Agent forthwith on demand such amount together with interest thereon, for each day from the date of demand by the Agent until the date such amount is paid to the Agent, at (x) in the case of the Borrowers, the interest rate then applicable to Floating Rate Loans and (y) in the case of such Bank, the Federal Funds Rate for the first five days, and thereafter the interest rate applicable to Floating Alternate Base Rate Loans. (b) The reimbursement obligations obligation of the Borrowers Company under this Section 3.3 4.3 shall be absolute, unconditional and irrevocable and shall remain in full force and effect until all obligations of the Borrowers Company to the Agent and the Banks Bank hereunder shall have been satisfied, and such obligations of the Borrowers Company shall not be affected, modified or impaired upon the happening of any event, including without limitation, any of the following, whether or not with notice to, or the consent of, the BorrowersCompany: (i) Any lack of validity or enforceability of any Letter of Credit or any documentation relating to any Letter of Credit or to any transaction related in any way to such Letter of Credit (the "Letter of Credit Documents"); (ii) Any amendment, modification, waiver or waiver, consent, or any substitution, exchange or release of or failure to perfect any interest in collateral or security, with respect to any of the Letter of Credit Documents.; (iii) The existence of any claim, setoff, defense or other right which the Borrowers Company may have at any time against any beneficiary or any transferee of any Letter of Credit (or any persons or entities for whom any such beneficiary or any such transferee may be acting), the Agent or any Bank or any other person or entity, whether in connection with any of the Letter of Credit Documents, the transactions contemplated herein or therein or any unrelated transactions; (iv) Any draft or other statement or document presented under any Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; (v) Payment by the Agent Bank to the beneficiary under any Letter of Credit against presentation of documents which do not comply with the terms of the Letter of Credit, including failure of any documents to bear any reference or adequate reference to such Letter of Credit; (vi) Any failure, omission, delay or lack on the part of the Agent or any Bank or any party to any of the Letter of Credit Documents to enforce, assert or exercise any right, power or remedy conferred upon the Agent, any Bank or any such party under this Agreement or any of the Letter of Credit Documents, or any other acts or omissions on the part of the Agent, any Bank or any such party; or; (vii) Any other event or circumstance that would, in the absence of this clause, result in the release or discharge by operation of law or otherwise of the Borrowers Company from the performance or observance of any obligation, covenant or agreement contained in this Section 3.34.3. No setoff, counterclaim, reduction or diminution of any obligation or any defense of any kind or nature which the Borrowers have Company has or may have against the beneficiary of any Letter of Credit shall be available hereunder to the Borrowers Company against the Agent or any Bank. Nothing in this Section 3.3 4.3 shall limit the liability, if any, of the Borrowers Bank to the Banks Company pursuant to Section 10.5(b)10.5.

Letter of Credit Reimbursement Payments. (i) The Borrowers agree Company agrees to pay to the AgentLenders, on the day on which the Agent shall honor a draft or other demand for payment presented or made under any Letter of Credit, an amount equal to the amount paid by the Agent in respect of such draft or other demand under such Letter of Credit and all expenses paid or incurred by the Agent relative thereto. Unless the Borrowers Company shall have made such payment to the Agent Lenders on such day, upon each such payment by the Agent, the Agent shall be deemed to have disbursed to the BorrowersCompany, and the Borrowers Company shall be deemed to have elected to satisfy the its reimbursement obligation by borrowingby, a Loan bearing interest at the Floating Rate for the account of the Banks Lenders in an amount equal to the amount so paid by the Agent in respect of such draft or other demand under such Letter of Credit. Such Loan shall be disbursed, and each Bank shall advance its Pro Rata Share thereof, disbursed notwithstanding any failure to satisfy any conditions for disbursement of any Loan set forth in Article III or any other condition II hereof and, to the extent of the Loan so disbursed, the reimbursement obligation of the Borrowers Company under this Section 3.3 shall be deemed satisfied; provided, however, that such disbursement nothing in this Section 3.3 shall not be deemed to be constitute a waiver of any Default or Event of Default caused by the failure to the conditions for disbursement or Default, if anyotherwise. (ii) If If, for any reason (including without limitation as a result of the occurrence of an Event of Default with respect to the Company pursuant to Section 6.1(h)), Floating Rate Loans may not be made by the Banks Lenders as described in Section 3.3(a)(i), then (A) the Borrowers agree Company agrees that each reimbursement amount not paid pursuant to the first sentence of Section 3.3(a)(i) shall bear interest, payable on demand by the Agent, at the interest rate then applicable to Floating Rate Loans, and (B) effective on the date each such Floating Rate Loan would otherwise have been made, each Bank Lender severally agrees that it shall unconditionally and irrevocably, without regard to the occurrence of any Default or Event of Default, in lieu of a deemed disbursement of Loans, to the extent of such BankLender's Pro Rata ShareCommitment, purchase a participating interest in each reimbursement amount. Each Bank Lender will immediately transfer to the Agent, in same day funds, the amount of its participation. Each Bank Lender shall share in accordance with its Pro Rata Share on a pro rata basis (calculated by reference to the Commitmentsits Commitment) in any interest which accrues thereon and in all repayments thereof. If and to the extent that any Bank Lender shall not have so made the amount of such participating interest available to the Agent, such Bank Lender and the Borrowers Company severally agree to pay to the Agent forthwith on demand such amount together with interest thereon, for each day from the date of demand by the Agent until the date such amount is paid to the Agent, at (x) in the case of the BorrowersCompany, the interest rate then applicable to Floating Rate Loans and (y) in the case of such BankLender, the Federal Funds Rate for the first five days, and thereafter the interest rate applicable to Floating Rate LoansRate. (b) The reimbursement obligations obligation of the Borrowers Company under this Section 3.3 shall be absolute, unconditional and irrevocable and shall remain in full force and effect until all obligations of the Borrowers Company to the Agent and the Banks Lenders hereunder shall have been satisfied, and such obligations of the Borrowers Company shall not be affected, modified or impaired upon the happening of any event, including without limitation, any of the following, whether or not with notice to, or the consent of, the BorrowersCompany: (i) Any lack of validity or enforceability of any Letter of Credit or any documentation relating to any Letter of Credit or to any transaction related in any way to such Letter of Credit (the "Letter of Credit Documents"); (ii) Any amendment, modification, waiver or waiver, consent, or any substitution, exchange or release of or failure to perfect any interest in collateral or security, with respect to any of the Letter of Credit Documents.; (iii) The existence of any claim, setoff, defense or other right which the Borrowers Company may have at any time against any beneficiary or any transferee of any Letter of Credit (or any persons Persons or entities for whom any such beneficiary or any such transferee may be acting), the Agent or any Bank Lender or any other person Person or entity, whether in connection with any of the Letter of Credit Documents, the transactions contemplated herein or therein or any unrelated transactions; (iv) Any draft or other statement or document presented under any Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; (v) Payment by the Agent to the beneficiary under any Letter of Credit against presentation of a documents which do not comply with the terms of the Letter of Credit, including failure of any documents to bear any reference or adequate reference to such Letter of Credit; (vi) Any failure, omission, delay or lack on the part of the Agent or any Bank Lender or any party to any of the Letter of Credit Documents to enforce, assert or exercise any right, power or remedy conferred upon the Agent, any Bank Lender or any such party under this Agreement or any of the Letter of Credit Documents, or any other acts or omissions on the part of the Agent, any Bank Lender or any such party; or; (vii) Any other event or circumstance that would, in the absence of this clause, result in the release or discharge by operation of law or otherwise of the Borrowers Company from the performance or observance of any obligation, covenant or agreement contained in this Section 3.3. No setoff, counterclaim, reduction or diminution of any obligation or any defense of any kind or nature which the Borrowers have Company has or may have against the beneficiary of any Letter of Credit shall be available hereunder to the Borrowers Company against the Agent or any BankLender. Nothing in this Section 3.3 shall limit the liability, if any, of the Borrowers Lenders to the Banks Company pursuant to Section 10.5(b)8.5.

Letter of Credit Reimbursement Payments. (i) The Borrowers agree Company agrees to pay to the Agent, not later than 1:00 p.m. Chicago time on the day date on which the Agent shall honor a draft or other demand for payment presented or made under any Letter of Credit, or shall pay to Bank One not later than 1:00 p.m. Chicago time on the date on which Bank One shall honor a draft or other demand for payment presented or made under any Existing Letter of Credit, an amount equal to the amount paid by the Agent in respect of such draft or other demand under any such Letter of Credit or by Bank One in respect of such draft or other demand under any such Existing Letter of Credit, and all reasonable expenses paid or incurred by the Agent or Bank One relative thereto (the "Reimbursement Amount"). The Agent shall, on the date of each demand for payment under any Letter of Credit issued by the Agent, give the Company notice thereof and Bank One shall, on the date of each demand for payment under any Existing Letter of Credit, give the Agent and the Company notice thereof and, in each case, of the amount of the Company's reimbursement obligation and liability for expenses relative thereto; provided that the failure of the Agent or Bank One to give any such notice shall not affect the reimbursement and other obligations of the Company under this Section 3.3. Unless the Borrowers Company shall have made such payment to the Agent Agent, or to Bank One with respect to any Existing Letter of Credit, on such day, upon each such payment by the Agent, or by Bank One with respect to any Existing Letter of Credit, the Agent shall be deemed to have disbursed to the Borrowers, and the Borrowers Company shall be deemed to have elected to satisfy the its reimbursement obligation by borrowing, a Loan bearing interest at the Floating an Adjusted Corporate Base Rate for the account of the Banks Borrowing in an amount equal to the amount so paid by the Agent in respect of such draft or other demand under such Letter of Credit. Such Loan , or by Bank One in respect of any Existing Letter of Credit, and the Agent shall be disburseddeemed to have disbursed to the Company, for the account of the Revolving Lenders, the Adjusted Corporate Base Rate Loans comprising such Adjusted Corporate Base Rate Borrowing, and each Lender holding a Revolving Commitment shall make its share of each such Adjusted Corporate Base Rate Borrowing available to the Agent for its own account or, to the extent of any payment made by Bank One with respect to any Existing Letters of Credit, for the account of Bank One, in accordance with this Agreement. Such Adjusted Corporate Base Rate Loans shall advance its Pro Rata Share thereof, be deemed disbursed notwithstanding any failure to satisfy any conditions for disbursement of any Revolving Credit Loan set forth in Article III or any other condition and, to the extent of the Loan Adjusted Corporate Base Rate Loans so disbursed, the reimbursement obligation of the Borrowers Company with respect to such Letter of Credit or Existing Letter of Credit under this Section 3.3 subsection (a)(i) shall be deemed satisfied; provided, however, that such disbursement shall not be deemed to be a waiver of any Event of Default or Default, if any. (ii) If If, for any reason (including without limitation as a result of the occurrence of an Event of Default with respect to the Company pursuant to Section 6.1(h)), Floating Adjusted Corporate Base Rate Loans may not be made by the Banks Lenders as described in subsection (a)(i) of this Section 3.3(a)(i)3.3, then (A) the Borrowers agree Company agrees that each reimbursement amount Reimbursement Amount not paid pursuant to the first sentence of subsection (a)(i) of this Section 3.3(a)(i) 3.3 shall bear interest, payable on demand by the AgentAgent or, with respect to any Existing Letters of Credit, Bank One, at the interest rate then applicable to Floating Adjusted Corporate Base Rate Loans, and (B) effective on the date each such Floating Adjusted Corporate Base Rate Loan would otherwise have been mademade with respect to any Letter of Credit or Existing Letter of Credit, each Bank Lender holding a Revolving Commitment severally agrees that it shall unconditionally and irrevocably, without regard to the occurrence of any Event of Default or Unmatured Event of Default, in lieu of a deemed disbursement of Loans, to the extent of such BankLender's Pro Rata Share, pro rata share (based on the percentage of the aggregate Revolving Commitments of all Revolving Lenders then constituted by such Lender's Revolving Commitment) purchase a participating interest in each reimbursement amountReimbursement Amount. Each Bank such Lender will immediately transfer to the Agent, in same day funds, the amount of its participationparticipation for its own account or, to the extent of any payment made by Bank One with respect to any Existing Letters of Credit, for the account of Bank One. Each Bank such Lender shall share in accordance with its Pro Rata Share (calculated by reference to the Commitments) on a pro rata basis in any interest which accrues thereon and in all repayments thereof. If and to the extent that any Bank such Lender shall not have so made the amount of such participating interest available to the Agent, such Bank and the Borrowers agree Lender agrees to pay to the Agent for its own account or, to the extent of any payment made by Bank One with respect to any Existing Letters of Credit, for the account of Bank One, forthwith on demand such amount together with interest thereon, for each day from the date of demand by the Agent until the date such amount is paid to the Agent, at (x) in the case of the Borrowers, the interest rate then applicable to Floating Rate Loans and (y) in the case of such Bank, the Federal Funds Rate for the first five daysdays after such demand and at the Overdue Rate thereafter. (iii) Each Lender holding a Revolving Commitment shall be obligated, absolutely and unconditionally to make Adjusted Corporate Base Rate Loans pursuant to Section 3.3(a)(i), and thereafter to purchase and fund participation interests in Letters of Credit and Existing Letters of Credit pursuant to Section 2.4(d) and 3.3(a)(ii), and such obligation shall not be affected by any circumstance whatsoever, including, without limitation, (i) any set off, counterclaim, recoupment, defense or other right which such Lender or the interest rate applicable Company may have against the Agent, Bank One, the Company or anyone else for any reason whatsoever, (ii) the occurrence of any Event of Default or Unmatured Event, (iii) any adverse change in the condition (financial or otherwise) of the Company or any of its Subsidiaries, (iv) any breach of this Agreement by the Company, any of its Subsidiaries, the Agent, Bank One or any other Lender, or (v) any other circumstance, happening or event whatsoever, whether or not similar to Floating Rate Loansany of the foregoing, including without limitation any termination or other limitation on the Revolving Commitments -44- or any failure to satisfy any conditions precedent to any Revolving Credit Advance contained herein or any other provision of this Agreement. (b) The reimbursement obligations obligation of the Borrowers Company under this Section 3.3 shall be absolute, unconditional and irrevocable and shall remain in full force and effect until all reimbursement obligations of the Borrowers Company to the Agent and the Banks Revolving Lenders hereunder shall have been satisfied, and such obligations of the Borrowers Company shall not be affected, modified or impaired upon the happening of any event, including without limitation, any of the following, whether or not with notice to, or the consent of, the BorrowersCompany: (i) Any lack of validity or enforceability of any Letter of Credit or Existing Letter of Credit or any documentation relating to any Letter of Credit or Existing Letter of Credit or to any transaction related in any way to such any Letter of Credit or Existing Letter of Credit (the "Letter of Credit Documents");. (ii) Any amendment, modification, waiver or waiver, consent, or any substitution, exchange or release of or failure to perfect any interest in collateral or security, with respect to any of the Letter of Credit Documents.; (iii) The existence of any claim, setoff, defense or other right which the Borrowers Company may have at any time against any beneficiary or any transferee of any Letter of Credit or Existing Letter of Credit (or any persons Persons or entities for whom any such beneficiary or any such transferee may be acting), the Agent Agent, Bank One or any Bank Lender or any other person Person or entity, whether in connection with any of the Letter of Credit Documents, the transactions contemplated herein or therein or any unrelated transactions; (iv) Any draft or other statement or document presented under any Letter of Credit or Existing Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; (v) Payment by the Agent or Bank One to the beneficiary under any Letter of Credit or Existing Letter of Credit against presentation of documents which do not comply with the terms of the Letter of Credit or Existing Letter of Credit, including failure of any documents to bear any reference or adequate reference to such Letter of Credit or Existing Letter of Credit; (vi) Any failure, omission, delay or lack on the part of the Agent or any Bank Lender or any party to any of the Letter of Credit Documents to enforce, assert or exercise any right, power or remedy conferred upon the Agent, Bank One any Bank Lender or any such party under this Agreement or any of the Letter of Credit Documents, or any other acts or omissions on the part of the Agent, any Bank Lender or any such party; or (vii) Any other event or circumstance that would, in the absence of this clause, result in the release or discharge by operation of law or otherwise of the Borrowers Company from the performance or observance of any obligation, covenant or agreement contained in this Section 3.3. -45- No setoff, counterclaim, reduction or diminution of any obligation or any defense of any kind or nature which the Borrowers have Company has or may have against the beneficiary of any Letter of Credit or Existing Letter of Credit shall be available hereunder to the Borrowers Company against the Agent Agent, Bank One or any BankLender. Nothing in this Section 3.3 shall limit the liability, if any, of the Borrowers Revolving Lenders to the Banks Company pursuant to Section 10.5(b3.3(c). (c) The Company hereby indemnifies and agrees to hold harmless the Lenders, the Agent, Bank One and their respective officers, directors, employees and agents, harmless from and against any and all claims, damages, losses, liabilities, costs or expenses of any kind or nature whatsoever which the Lenders, the Agent, Bank One or any such Person may incur or which may be claimed against any of them by reason of or in connection with any Letter of Credit or Existing Letter of Credit, and neither any Lender, the Agent, Bank One nor any of their respective officers, directors, employees or agents shall be liable or responsible for: (i) the use which may be made of any Letter of Credit or Existing Letter of Credit or for any acts or omissions of any beneficiary in connection therewith; (ii) the validity, sufficiency or genuineness of documents or of any endorsement thereon, even if such documents should in fact prove to be in any or all respects invalid, insufficient, fraudulent or forged; (iii) payment by the Agent or Bank One to the beneficiary under any Letter of Credit or Existing Letter of Credit against presentation of documents which do not comply with the terms of such Letter of Credit or Existing Letter of Credit, including failure of any documents to bear any reference or adequate reference to such Letter of Credit or Existing Letter of Credit; (iv) any error, omission interruption or delay in transmission, dispatch or delivery of any message or advice, however transmitted, in connection with any Letter of Credit or Existing Letter of Credit; or (v) any other event or circumstance whatsoever arising in connection with any Letter of Credit or Existing Letter of Credit; provided, however, that the Company shall not be required to indemnify the Lenders, the Agent, Bank One and such other Persons, and the Agent, Bank One and the Revolving Lenders shall be severally liable to the Company to the extent, but only to the extent, of any direct, as opposed to consequential or incidental, damages suffered by the Company which were caused by (A) the Agent's (or Bank One's) wrongful dishonor of any Letter of Credit or Existing Letter of Credit after the presentation to it by the beneficiary thereunder of a draft or other demand for payment and other documentation strictly complying with the terms and conditions of such Letter of Credit or Existing Letter of Credit, or (B) the payment by the Agent (or Bank One) to the beneficiary under any Letter of Credit or Existing Letter of Credit against presentation of documents which do not comply with the terms of the Letter of Credit or Existing Letter of Credit to the extent, but only to the extent, that such payment constitutes gross negligence or wilful misconduct of the Agent (or Bank One, as applicable), provided that none of the Agent, Bank One, any Lender holding a Revolving Commitment or any such Person shall have the right to be indemnified hereunder for its own gross negligence or wilful misconduct as determined by a court of competent jurisdiction. It is understood that in making any payment under a Letter of Credit or Existing Letter of Credit the Agent or Bank One will rely on documents presented to it under such Letter of Credit or Existing Letter of Credit as to any and all matters set forth therein without further investigation and regardless of any notice or information to the contrary, and such reliance and payment against documents presented under a Letter of Credit or Existing Letter of Credit substantially complying with the terms thereof shall not be deemed gross negligence or wilful misconduct of the Agent or Bank One in connection with such payment. It is further acknowledged and agreed that the Company may have rights against the beneficiary or others in connection with any Letter of Credit or Existing Letter of Credit with respect to which the Revolving Lenders, Bank One or the Agent are alleged to be liable and it shall be a precondition of the assertion of any liability of the Revolving Lenders, Bank One or the Agent under this Section that the Company shall first have exhausted all remedies in respect of the alleged loss against such beneficiary and any other parties obligated or liable in connection with such Letter of Credit or Existing Letter of Credit and any related transactions.

Letter of Credit Reimbursement Payments. (ia) The Borrowers agree Company agrees to pay to the Agent, NBD on the day on which the Agent shall honor NBD honors a draft or other demand for payment presented or made under any Letter of Credit, an amount equal to the amount paid by the Agent NBD in respect of such draft or other demand under such Letter of Credit and all expenses paid or incurred by the Agent relative NBD relating thereto. Unless the Borrowers shall have made such payment to the Agent has been made on such day, upon each such payment by the Agentpayment, the Agent NBD shall be deemed to have disbursed to the BorrowersCompany, and the Borrowers Company shall be deemed to have elected to satisfy the its reimbursement obligation by borrowingby, a New Facility Loan made on such day bearing interest at the Floating Rate for the account of the Banks applicable rate in an amount equal to the amount so paid by under the Agent in respect of such draft or other demand under such Letter of Credit. Such The New Facility Loan shall be disbursed, and each Bank shall advance its Pro Rata Share thereof, disbursed notwithstanding any failure to satisfy any conditions for disbursement of any New Facility Loan set forth in Article III or any other condition and, to the extent of the New Facility Loan so disbursed, the Company's reimbursement obligation of the Borrowers under this Section 3.3 shall be deemed satisfied; provided, howeverPROVIDED, HOWEVER, that such disbursing a New Facility Loan in spite of the failure to satisfy any conditions for disbursement shall not be deemed to be constitute a waiver of any Event of Default or Default, if any. (ii) If for any reason (including without limitation as a result of the occurrence of an Event of Default pursuant to Section 6.1(h)), Floating Rate Loans may not be made by the Banks as described in Section 3.3(a)(i), then (A) the Borrowers agree that each reimbursement amount not paid pursuant to the first sentence of Section 3.3(a)(i) shall bear interest, payable on demand by the Agent, at the interest rate then applicable to Floating Rate Loans, and (B) effective on the date each such Floating Rate Loan would otherwise have been made, each Bank severally agrees that it shall unconditionally and irrevocably, without regard to the occurrence of any Default or Event of Default, in lieu of a deemed disbursement of Loans, to the extent of such Bank's Pro Rata Share, purchase a participating interest in each reimbursement amount. Each Bank will immediately transfer to the Agent, in same day funds, the amount of its participation. Each Bank shall share in accordance with its Pro Rata Share (calculated by reference to the Commitments) in any interest which accrues thereon and in all repayments thereof. If and to the extent that any Bank shall not have so made the amount of such participating interest available to the Agent, such Bank and the Borrowers agree to pay to the Agent forthwith on demand such amount together with interest thereon, for each day from the date of demand by the Agent until the date such amount is paid to the Agent, at (x) in the case of the Borrowers, the interest rate then applicable to Floating Rate Loans and (y) in the case of such Bank, the Federal Funds Rate for the first five days, and thereafter the interest rate applicable to Floating Rate Loans. (ba) The Company's reimbursement obligations of the Borrowers obligation under this Section 3.3 shall be absolute, unconditional and irrevocable and shall remain in full force and effect until all the Company's obligations of the Borrowers to the Agent and the Banks hereunder shall have been satisfied, and such obligations notwithstanding the occurrence of the Borrowers shall not be affected, modified or impaired upon the happening of any event, including without limitation, any of the followingfollowing events, whether or not with notice to, or the consent of, the BorrowersCompany: (i) Any lack of validity or enforceability of any Letter of Credit or any documentation relating to any Letter of Credit or to any transaction related in any way to such Letter of Credit (the "Letter of Credit Documents"); (ii) Any amendment, modification, waiver or waiver, consent, or any substitution, exchange or release of or failure to perfect any interest in collateral or security, with respect to any of the Letter of Credit Documents.; (iii) The existence of any claim, setoff, defense or other right which the Borrowers Company may have at any time against any beneficiary or any transferee of any Letter of Credit (or any persons or entities for whom any such beneficiary or any such transferee may be acting), the Agent or any Bank NBD, or any other person or entity, whether in connection with any of the Letter of Credit Documents, the transactions contemplated herein or therein or any unrelated transactions; (iv) Any draft or other statement or document presented under any Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; (v) Payment by the Agent to the beneficiary under any Letter of Credit against presentation of documents which do not comply with the terms of the Letter of Credit, including failure of any documents to bear any reference or adequate reference to such Letter of Credit, so long as such documents substantially comply with the terms of the Letter of Credit; (vi) Any failure, omission, delay or lack on the part of the Agent or any Bank or any party to any of the Letter of Credit Documents to enforce, assert or exercise any right, power or remedy conferred upon the Agent, any Bank or any such party under this Agreement or any of the Letter of Credit Documents, or any other acts or omissions on the part of the Agent, any Bank or any such party; or; (vii) Any other event or circumstance that would, in the absence of this clause, result in the release or discharge by operation of law or otherwise of the Borrowers Company from the performance performing or observance of observing any obligation, covenant or agreement contained in this Section 3.3Section. No setoff, counterclaim, reduction or diminution of any obligation or any defense of any kind or nature which the Borrowers have Company has or may have against the beneficiary of any Letter of Credit shall be available hereunder to the Borrowers Company against the Agent or any Bank. Nothing in this Section 3.3 shall limit the liability, if any, of the Borrowers to the Banks pursuant to Section 10.5(b)NBD.

Letter of Credit Reimbursement Payments. (i) The Borrowers agree Company agrees to pay to the Agent, not later than 1:00 p.m. Chicago time on the day date on which the Agent shall honor a draft or other demand for payment presented or made under any Letter of Credit, an amount equal to the amount paid by the Agent in respect of such draft or other demand under any such Letter of Credit Credit, and all reasonable expenses paid or incurred by the Agent relative thereto (the “Reimbursement Amount”). The Agent shall, on the date of each demand for payment under any Letter of Credit issued by the Agent, give the Company notice thereof and of the amount of the Company’s reimbursement obligation and liability for expenses relative thereto; provided that the failure of the Agent to give any such notice shall not affect the reimbursement and other obligations of the Company under this Section 3.3. Unless the Borrowers Company shall have made such payment to the Agent Agent, on such day, upon each such payment by the Agent, the Agent shall be deemed to have disbursed to the Borrowers, and the Borrowers Company shall be deemed to have elected to satisfy the its reimbursement obligation by borrowing, a Loan bearing interest at the Floating an Adjusted Corporate Base Rate for the account of the Banks Borrowing in an amount equal to the amount so paid by the Agent in respect of such draft or other demand under such Letter of Credit. Such Loan , and the Agent shall be disburseddeemed to have disbursed to the Company, for the account of the Revolving Lenders, the Adjusted Corporate Base Rate Loans comprising such Adjusted Corporate Base Rate Borrowing, and each Bank Lender holding a Revolving Commitment shall advance make its Pro Rata Share thereof, share of each such Adjusted Corporate Base Rate Borrowing available to the Agent for its own account in accordance with this Agreement. Such Adjusted Corporate Base Rate Loans shall be deemed disbursed notwithstanding any failure to satisfy any conditions for disbursement of any Revolving Credit Loan set forth in Article III or any other condition and, to the extent of the Loan Adjusted Corporate Base Rate Loans so disbursed, the reimbursement obligation of the Borrowers Company with respect to such Letter of Credit under this Section 3.3 subsection (a)(i) shall be deemed satisfied; provided, however, that such disbursement shall not be deemed to be a waiver of any Event of Default or Default, if any. (ii) If If, for any reason (including without limitation as a result of the occurrence of an Event of Default with respect to the Company pursuant to Section subsection 6.1(h)), Floating Adjusted Corporate Base Rate Loans may not be made by the Banks Lenders as described in subsection (a)(i) of this Section 3.3(a)(i)3.3, then (A) the Borrowers agree Company agrees that each reimbursement amount Reimbursement Amount not paid pursuant to the first sentence of subsection (a)(i) of this Section 3.3(a)(i) 3.3 shall bear interest, payable on demand by the Agent, Agent at the interest rate then applicable to Floating Adjusted Corporate Base Rate Loans, and (B) effective on the date each such Floating Adjusted Corporate Base Rate Loan would otherwise have been made, made with respect to any Letter of Credit each Bank Lender holding a Revolving Commitment severally agrees that it shall unconditionally and irrevocably, without regard to the occurrence of any Event of Default or Unmatured Event of Default, in lieu of a deemed disbursement of Loans, to the extent of such Bank's Pro Rata Share, Lender’s pro rata share (based on the percentage of the aggregate Revolving Commitments of all Revolving Lenders then constituted by such Lender’s Revolving Commitment) purchase a participating interest in each reimbursement amountReimbursement Amount. Each Bank such Lender will immediately transfer to the Agent, in same day funds, the amount of its participationparticipation for its own account. Each Bank such Lender shall share in accordance with its Pro Rata Share (calculated by reference to the Commitments) on a pro rata basis in any interest which accrues thereon and in all repayments thereof. If and to the extent that any Bank such Lender shall not have so made the amount of such participating interest available to the Agent, such Bank and the Borrowers agree Lender agrees to pay to the Agent for its own account forthwith on demand such amount together with interest thereon, for each day from the date of demand by the Agent until the date such amount is paid to the Agent, at (x) in the case of the Borrowers, the interest rate then applicable to Floating Rate Loans and (y) in the case of such Bank, the Federal Funds Rate for the first five daysdays after such demand and at the Overdue Rate thereafter. (iii) Each Lender holding a Revolving Commitment shall be obligated, absolutely and unconditionally to make Adjusted Corporate Base Rate Loans pursuant to subsection 3.3(a)(i), and thereafter to purchase and fund participation interests in Letters of Credit pursuant to subsection 2.4(c) and 3.3(a)(ii), and such obligation shall not be affected by any circumstance whatsoever, including, without limitation, (i) any set off, counterclaim, recoupment, defense or other right which such Lender or the interest rate applicable Company may have against the Agent, the Company or anyone else for any reason whatsoever, (ii) the occurrence of any Event of Default or Unmatured Event, (iii) any adverse change in the condition (financial or otherwise) of the Company or any of its Subsidiaries, (iv) any breach of this Agreement by the Company, any of its Subsidiaries, the Agent or any other Lender, or (v) any other circumstance, happening or event whatsoever, whether or not similar to Floating Rate Loansany of the foregoing, including without limitation any termination or other limitation on the Revolving Commitments or any failure to satisfy any conditions precedent to any Revolving Credit Advance contained herein or any other provision of this Agreement. (b) The reimbursement obligations obligation of the Borrowers Company under this Section 3.3 shall be absolute, unconditional and irrevocable and shall remain in full force and effect until all reimbursement obligations of the Borrowers Company to the Agent and the Banks Revolving Lenders hereunder shall have been satisfied, and such obligations of the Borrowers Company shall not be affected, modified or impaired upon the happening of any event, including without limitation, any of the following, whether or not with notice to, or the consent of, the BorrowersCompany: (i) Any lack of validity or enforceability of any Letter of Credit or any documentation relating to any Letter of Credit or to any transaction related in any way to such any Letter of Credit (the "“Letter of Credit Documents"”);. (ii) Any amendment, modification, waiver or waiver, consent, or any substitution, exchange or release of or failure to perfect any interest in collateral or security, with respect to any of the Letter of Credit Documents.; (iii) The existence of any claim, setoff, defense or other right which the Borrowers Company may have at any time against any beneficiary or any transferee of any Letter of Credit (or any persons Persons or entities for whom any such beneficiary or any such transferee may be acting), the Agent or any Bank Lender or any other person Person or entity, whether in connection with any of the Letter of Credit Documents, the transactions contemplated herein or therein or any unrelated transactions; (iv) Any draft or other statement or document presented under any Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; (v) Payment by the Agent to the beneficiary under any Letter of Credit against presentation of documents which do not comply with the terms of the Letter of Credit, including failure of any documents to bear any reference or adequate reference to such Letter of Credit; (vi) Any failure, omission, delay or lack on the part of the Agent or any Bank Lender or any party to any of the Letter of Credit Documents to enforce, assert or exercise any right, power or remedy conferred upon the Agent, any Bank Lender or any such party under this Agreement or any of the Letter of Credit Documents, or any other acts or omissions on the part of the Agent, any Bank Lender or any such party; or (vii) Any other event or circumstance that would, in the absence of this clause, result in the release or discharge by operation of law or otherwise of the Borrowers Company from the performance or observance of any obligation, covenant or agreement contained in this Section 3.3. No setoff, counterclaim, reduction or diminution of any obligation or any defense of any kind or nature which the Borrowers have Company has or may have against the beneficiary of any Letter of Credit shall be available hereunder to the Borrowers Company against the Agent or any BankLender. Nothing in this Section 3.3 shall limit the liability, if any, of the Borrowers Revolving Lenders to the Banks Company pursuant to Section 10.5(bsubsection 3.3(c). (c) The Company hereby indemnifies and agrees to hold harmless the Lenders, the Agent and their respective officers, directors, employees and agents, harmless from and against any and all claims, damages, losses, liabilities, costs or expenses of any kind or nature whatsoever which the Lenders, the Agent or any such Person may incur or which may be claimed against any of them by reason of or in connection with any Letter of Credit, and neither any Lender, the Agent nor any of their respective officers, directors, employees or agents shall be liable or responsible for: (i) the use which may be made of any Letter of Credit or for any acts or omissions of any beneficiary in connection therewith; (ii) the validity, sufficiency or genuineness of documents or of any endorsement thereon, even if such documents should in fact prove to be in any or all respects invalid, insufficient, fraudulent or forged; (iii) payment by the Agent to the beneficiary under any Letter of Credit against presentation of documents which do not comply with the terms of such Letter of Credit, including failure of any documents to bear any reference or adequate reference to such Letter of Credit; (iv) any error, omission interruption or delay in transmission, dispatch or delivery of any message or advice, however transmitted, in connection with any Letter of Credit; or (v) any other event or circumstance whatsoever arising in connection with any Letter of Credit; provided, however, that the Company shall not be required to indemnify the Lenders, the Agent and such other Persons, and the Agent and the Revolving Lenders shall be severally liable to the Company to the extent, but only to the extent, of any direct, as opposed to consequential or incidental, damages suffered by the Company which were caused by (A) the Agent’s wrongful dishonor of any Letter of Credit after the presentation to it by the beneficiary thereunder of a draft or other demand for payment and other documentation strictly complying with the terms and conditions of such Letter of Credit, or (B) the payment by the Agent to the beneficiary under any Letter of Credit against presentation of documents which do not comply with the terms of the Letter of Credit to the extent, but only to the extent, that such payment constitutes gross negligence or willful misconduct of the Agent, provided that none of the Agent, any Lender holding a Revolving Commitment or any such Person shall have the right to be indemnified hereunder for its own gross negligence or willful misconduct as determined by a court of competent jurisdiction. It is understood that in making any payment under a Letter of Credit the Agent will rely on documents presented to it under such Letter of Credit as to any and all matters set forth therein without further investigation and regardless of any notice or information to the contrary, and such reliance and payment against documents presented under a Letter of Credit substantially complying with the terms thereof shall not be deemed gross negligence or willful misconduct of the Agent in connection with such payment. It is further acknowledged and agreed that the Company may have rights against the beneficiary or others in connection with any Letter of Credit with respect to which the Revolving Lenders or the Agent are alleged to be liable and it shall be a precondition of the assertion of any liability of the Revolving Lenders or the Agent under this Section that the Company shall first have exhausted all remedies in respect of the alleged loss against such beneficiary and any other parties obligated or liable in connection with such Letter of Credit and any related transactions.

Letter of Credit Reimbursement Payments. (i) The Borrowers agree to pay to the AgentBanks, on the day on which the Agent shall honor a draft or other demand for payment presented or made under any Letter of Credit, an amount equal to the amount paid by the Agent in respect of such draft or other demand under such Letter of Credit and all expenses paid or incurred by the Agent relative thereto. Unless the Borrowers a Borrower shall have made such payment to the Agent Banks on such day, upon each such payment by the Agent, the Agent shall be deemed to have disbursed to the BorrowersBorrower for whose benefit the Letter of Credit was issued, and the Borrowers such Borrower shall be deemed to have elected to satisfy the its reimbursement obligation by borrowingby, a Revolving Credit Loan bearing interest at the Floating Rate for the account of the Banks in an amount equal to the amount so paid by the Agent in respect of such draft or other demand under such Letter of Credit. Such Revolving Credit Loan shall be disbursed, and each Bank shall advance its Pro Rata Share thereof, disbursed notwithstanding any failure to satisfy any conditions for disbursement of any Loan set forth in Article III or any other condition II hereof and, to the extent of the Revolving Credit Loan so disbursed, the reimbursement obligation of the Borrowers under this Section 3.3 shall be deemed satisfied; provided, however, that such disbursement nothing in this Section 3.3 shall not be deemed to be constitute a waiver of any Default or Event of Default caused by the failure to the conditions for disbursement or Default, if anyotherwise. (ii) If If, for any reason (including without limitation as a result of the occurrence of an Event of Default with respect to any Borrower pursuant to Section 6.1(h6.1(i)), Floating Rate Loans may not be made by the Banks as described in Section 3.3(a)(i), then (A) the Borrowers agree that each reimbursement amount not paid pursuant to the first sentence of Section 3.3(a)(i) shall bear interest, payable on demand by the Agent, at the interest rate then applicable to Floating Rate Loans, and (B) effective on the date each such Floating Rate Loan would otherwise have been made, each Bank severally agrees that it shall unconditionally and irrevocably, without regard to the occurrence of any Default or Event of Default, in lieu of a deemed disbursement of Loansloans, to the extent of such Bank's Pro Rata Share’s Commitment, purchase a participating interest in each reimbursement amount. Each Bank will immediately transfer to the Agent, in same day fundsSame Day Funds, the amount of its participation. Each Bank shall share in accordance with its Pro Rata Share on a pro rata basis (calculated by reference to the Commitmentsits Commitment) in any interest which accrues thereon and in all repayments thereof. If and to the extent that any Bank shall not have so made the amount of such participating interest available to the Agent, such Bank and the Borrowers severally agree to pay to the Agent forthwith on demand such amount together with interest thereon, for each day from the date of demand by the Agent until the date such amount is paid to the Agent, at (x) in the case of the Borrowers, the interest rate then applicable to Floating Rate Loans and (y) in the case of such Bank, the Federal Funds Rate for the first five days, days after the date of demand by the Agent and thereafter at the interest rate then applicable to Floating Rate Loans. (b) The reimbursement obligations obligation of the Borrowers under this Section 3.3 shall be absolute, unconditional and irrevocable and shall remain in full force and effect until all obligations of the Borrowers to the Agent and the Banks hereunder shall have been satisfied, and such obligations of the Borrowers shall not be affected, modified or impaired upon the happening of any event, including without limitation, any of the following, whether or not with notice to, or the consent of, the Borrowers: (i) Any lack of validity or enforceability of any Letter of Credit or any documentation relating to any Letter of Credit or to any transaction related in any way to such Letter of Credit (the "“Letter of Credit Documents"”); (ii) Any amendment, modification, waiver or waiver, consent, or any substitution, exchange or release of or failure to perfect any interest in collateral or security, with respect to any of the Letter of Credit Documents.; (iii) The existence of any claim, setoff, defense or other right which the Borrowers any Borrower may have at any time against any beneficiary or any transferee of any Letter of Credit (or any persons or entities for whom any such beneficiary or any such transferee may be acting), the Agent or any Bank or any other person or entity, whether in connection with any of the Letter of Credit Documents, the transactions contemplated herein or therein or any unrelated transactions; (iv) Any draft or other statement or document presented under any Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; (v) Payment by the Agent to the beneficiary under any Letter of Credit against presentation of documents which do not comply with the terms of the Letter of Credit, including failure of any documents to bear any reference or adequate reference to such Letter of Credit; (vi) Any failure, omission, delay or lack on the part of the Agent or any Bank or any party to any of the Letter of Credit Documents to enforce, assert or exercise any right, power or remedy conferred upon the Agent, any Bank or any such party under this Agreement or any of the Letter of Credit Documents, or any other acts or omissions on the part of the Agent, any Bank or any such party; or; (vii) Any other event or circumstance that would, in the absence of this clause, result in the release or discharge by operation of law or otherwise the Borrowers of any Borrower from the performance or observance of any obligation, covenant or agreement contained in this Section 3.3. No setoff, counterclaim, reduction or diminution of any obligation or any defense of any kind or nature which the Borrowers have any Borrower has or may have against the beneficiary of any Letter of Credit shall be available hereunder to the Borrowers any Borrower against the Agent or any Bank. Nothing in this Section 3.3 shall limit the liability, if any, of the Borrowers Banks to the Banks Borrower pursuant to Section 10.5(b)9.5. (c) For purposes of this Agreement, a Letter of Credit Advance (i) shall be deemed outstanding in an amount equal to the sum of the maximum amount available to be drawn under the related Letter of Credit on or after the date of determination and on or before the stated expiry date thereof plus the amount of any draws under such Letter of Credit that have not been reimbursed as provided in Section 3.3 and (ii) shall be deemed outstanding at all times on and before such stated expiry date or such earlier date on which all amounts available to be drawn under such Letter of Credit have been fully drawn, and thereafter until all related reimbursement obligations have been paid pursuant to this Section 3.3. As provided in this Section 3.3, upon each payment made by the Agent in respect of any draft or other demand for payment under any Letter of Credit, the amount of any Letter of Credit Advance outstanding immediately prior to such payment shall be automatically reduced by the amount of each Revolving Credit Loan deemed advanced in respect of the related reimbursement obligation of the Borrower.

Letter of Credit Reimbursement Payments. (i) The Borrowers agree Company agrees to pay to the AgentBank, on the day on which the Agent Bank shall honor a draft or other demand for payment presented or made under any Letter of Credit, an amount equal to the amount paid by the Agent Bank in respect of such draft or other demand under such Letter of Credit and all expenses paid or incurred by the Agent Bank relative thereto. Unless the Borrowers Company shall have made such payment to the Agent Bank on such day, upon each such payment by the AgentBank, the Agent Bank shall be deemed to have disbursed to the BorrowersCompany, and the Borrowers Company shall be deemed to have elected to satisfy the its reimbursement obligation by borrowingby, a Revolving Credit Loan bearing interest at the Floating Rate for the account of the Banks Bank in an amount equal to the amount so paid by the Agent Bank in respect of such draft or other demand under such Letter of Credit. Such Revolving Credit Loan shall be disbursed, and each Bank shall advance its Pro Rata Share thereof, disbursed notwithstanding any failure to satisfy any conditions for disbursement of any Loan set forth in Article III or any other condition II hereof and, to the extent of the Revolving Credit Loan so disbursed, the reimbursement obligation of the Borrowers Company under this Section 3.3 shall be deemed satisfied; provided, however, that such disbursement nothing in this Section 3.3 shall not be deemed to be constitute a waiver of any Default or Event of Default caused by the failure to the conditions for disbursement or Default, if anyotherwise. (ii) If If, for any reason (including without limitation as a result of the occurrence of an Event of Default with respect to the Company pursuant to Section 6.1(h)), Floating Rate Loans may not be made by the Banks Bank as described in Section 3.3(a)(i), then (A) the Borrowers agree Company agrees that each reimbursement amount not paid pursuant to the first sentence of Section 3.3(a)(i) shall bear interest, payable on demand by the AgentBank, at the interest rate then applicable to Floating Rate Loans, and (B) effective on the date each such Floating Rate Loan would otherwise have been made, each Bank severally agrees that it shall unconditionally and irrevocably, without regard to the occurrence of any Default or Event of Default, in lieu of a deemed disbursement of Loans, to the extent of such Bank's Pro Rata Share, purchase a participating interest in each reimbursement amount. Each Bank will immediately transfer to the Agent, in same day funds, the amount of its participation. Each Bank shall share in accordance with its Pro Rata Share (calculated by reference to the Commitments) in any interest which accrues thereon and in all repayments thereof. If and to the extent that any Bank shall not have so made the amount of such participating interest available to the Agent, such Bank and the Borrowers agree to pay to the Agent forthwith on demand such amount together with interest thereon, for each day from the date of demand by the Agent until the date such amount is paid to the Agent, at (x) in the case of the Borrowers, the interest rate then applicable to Floating Rate Loans and (y) in the case of such Bank, the Federal Funds Rate for the first five days, and thereafter the interest rate applicable to Floating Rate Loans. (b) The reimbursement obligations obligation of the Borrowers Company under this Section 3.3 shall be absolute, unconditional and irrevocable and shall remain in full force and effect until all obligations of the Borrowers Company to the Agent and the Banks Bank hereunder shall have been satisfied, and such obligations of the Borrowers Company shall not be affected, modified or impaired upon the happening of any event, including without limitation, any of the following, whether or not with notice to, or the consent of, the BorrowersCompany: (i) Any lack of validity or enforceability of any Letter of Credit or any documentation relating to any Letter of Credit or to any transaction related in any way to such Letter of Credit (the "Letter of Credit Documents"); (ii) Any amendment, modification, waiver or waiver, consent, or any substitution, exchange or release of or failure to perfect any interest in collateral or security, with respect to any of the Letter of Credit Documents.; (iii) The existence of any claim, setoff, defense or other right which the Borrowers Company may have at any time against any beneficiary or any transferee of any Letter of Credit (or any persons or entities for whom any such beneficiary or any such transferee may be acting), the Agent or any Bank or any other person or entity, whether in connection with any of the Letter of Credit Documents, the transactions contemplated herein or therein or any unrelated transactions; (iv) Any draft or other statement or document presented under any Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; (v) Payment by the Agent Bank to the beneficiary under any Letter of Credit against presentation of documents a document which do does not comply with the terms of the Letter of Credit, including failure of any documents to bear any reference or adequate reference to such Letter of Credit; (vi) Any failure, omission, delay or lack on the part of the Agent or any Bank or any party to any of the Letter of Credit Documents to enforce, assert or exercise any right, power or remedy conferred upon the Agent, any Bank or any such party under this Agreement or any of the Letter of Credit Documents, or any other acts or omissions on the part of the Agent, any Bank or any such party; or; (vii) Any other event or circumstance that would, in the absence of this clause, result in the release or discharge by operation of law or otherwise of the Borrowers Company from the performance or observance of any obligation, covenant or agreement contained in this Section 3.3. No setoff, counterclaim, reduction or diminution of any obligation or any defense of any kind or nature which the Borrowers have Company has or may have against the beneficiary of any Letter of Credit shall be available hereunder to the Borrowers Company against the Agent or any Bank. Nothing in this Section 3.3 shall limit the liability, if any, of the Borrowers Bank to the Banks Company pursuant to Section 10.5(b)7.5.

Letter of Credit Reimbursement Payments. (i) The Borrowers agree Company agrees to pay to the Agentrespective L/C Issuer, not later than 1:00 p.m. Detroit time on the day date on which the Agent such L/C Issuer shall honor a draft or other demand for payment presented or made under any such Letter of Credit, an amount equal to the amount paid by the Agent such L/C Issuer in respect of such draft or other demand under such Letter of Credit and all expenses paid or incurred by such L/C Issuer relative thereto (the Agent "Reimbursement Amount"). The L/C Issuer which issued the relevant Letter of Credit shall, on the date of each demand for payment under any Letter of Credit issued by such L/C Issuer, give the Company notice thereof and of the amount of the Company's reimbursement obligation and liability for expenses relative thereto; provided that the failure of such L/C Issuer to give such notice shall not affect the reimbursement and other obligations of the Company under this Section 3.3. Unless the Borrowers Company shall have made such payment to the Agent such L/C Issuer on such day, upon each such payment by the Agentsuch L/C Issuer, the Agent shall be deemed to have disbursed to the Borrowers, and the Borrowers Company shall be deemed to have elected to satisfy the its reimbursement obligation by borrowing, a Loan bearing interest at the Floating an Adjusted Prime Rate for the account of the Banks Borrowing in an amount equal to the amount so paid by the Agent such L/C Issuer in respect of such draft or other demand under such Letter of Credit. Such Loan , and such L/C Issuer shall be disburseddeemed to have disbursed to the Company, for the account of the Revolving Credit Lenders, the Adjusted Prime Rate Loans comprising such Adjusted Prime Rate Borrowing, and each Bank Revolving Credit Lender shall advance make its Pro Rata Share thereof, share of each such Adjusted Prime Rate Borrowing available to such L/C Issuer in accordance with this Agreement. Such Adjusted Prime Rate Loans shall be deemed disbursed notwithstanding any failure to satisfy any conditions for disbursement of any Loan set forth in Article III or any other condition and, to the extent of the Loan Adjusted Prime Rate Loans so disbursed, the reimbursement obligation of the Borrowers Company under this Section 3.3 subsection (a)(i) shall be deemed satisfied; provided, however, that such disbursement shall not be deemed to be a waiver of any Event of Default or Default, if any. (ii) If If, for any reason (including without limitation as a result of the occurrence of an Event of Default with respect to the Company pursuant to Section 6.1(h)), Floating Adjusted Prime Rate Loans may not be made by the Banks Revolving Credit Lenders as described in subsection (a)(i) of this Section 3.3(a)(i)3.3, then (A) the Borrowers agree Company agrees that each reimbursement amount Reimbursement Amount not paid pursuant to the first sentence of subsection (a)(i) of this Section 3.3(a)(i) 3.3 shall bear interest, payable on demand by the Agentsuch L/C Issuer, at the interest rate then applicable to Floating Adjusted Prime Rate Loans, and (B) effective on the date each such Floating Adjusted Prime Rate Loan would otherwise have been made, each Bank Revolving Credit Lender severally agrees that it shall unconditionally and irrevocably, without regard to the occurrence of any Event of Default or Unmatured Event of Default, in lieu of a deemed disbursement of Loans, to the extent of such BankRevolving Credit Lender's Pro Rata ShareRevolving Credit Percentage, purchase a participating interest in each reimbursement amountReimbursement Amount. Each Bank Revolving Credit Lender will immediately transfer to the Administrative Agent, in same day funds, the amount of its participation. Each Bank Revolving Credit Lender shall share in accordance with its Pro Rata Share on a pro rata basis (calculated by reference to the Commitmentsits Commitment percentage) in any interest which accrues thereon and in all repayments thereof. If and to the extent that any Bank Lender shall not have so made the amount of such participating interest available to the Agentsuch L/C Issuer, such Bank and the Borrowers agree Revolving Credit Lender agrees to pay to the Agent such L/C Issuer forthwith on demand such amount together with interest thereon, for each day from the date of demand by the Agent such L/C Issuer until the date such amount is paid to the Agentsuch L/C Issuer, at (x) in the case of the Borrowers, the interest rate then applicable to Floating Rate Loans and (y) in the case of such Bank, the Federal Funds Rate. (iii) Each Revolving Credit Lender shall be obligated, absolutely and unconditionally, to make Adjusted Prime Rate Loans pursuant to Section 3.3(a)(i) and to purchase and fund participation interests in Letters of Credit pursuant to Section 2.4(d) and 3.3(a)(ii) and the obligation shall not be affected by any circumstance whatsoever, including, without limitation, (i) any set off, counterclaim, recoupment, defense or other right which such Lender or the Company may have against either L/C Issuer, the Company or anyone else for any reason whatsoever, (ii) the first five daysoccurrence of any Event of Default or Unmatured Event, and thereafter (iii) any adverse change in the interest rate applicable condition (financial or otherwise) of the Company or any of their Subsidiaries, (iv) any breach of this Agreement by the Company, any of its Subsidiaries, any Agent, or any other Lender, or (v) any other circumstance, happening or event whatsoever, whether or not similar to Floating Rate Loansany of the foregoing, including without limitation any limitation on the Revolving Credit Commitments or any failure to satisfy any conditions precedent to any Loan contained herein or any other provision of this Agreement. (b) The reimbursement obligations obligation of the Borrowers Company under this Section 3.3 shall be absolute, unconditional and irrevocable and shall remain in full force and effect until all obligations of the Borrowers Company to the Agent and the Banks Lenders hereunder shall have been satisfied, and such obligations of the Borrowers Company shall not be affected, modified or impaired upon the happening of any event, including without limitation, any of the following, whether or not with notice to, or the consent of, the BorrowersCompany: (i) Any lack of validity or enforceability of any Letter of Credit or any documentation relating to any Letter of Credit or to any transaction related in any way to such Letter of Credit (the "Letter of Credit Documents"); (ii) Any amendment, modification, waiver or waiver, consent, or any substitution, exchange or release of or failure to perfect any interest in collateral or security, with respect to any of the Letter of Credit Documents.; (iii) The existence of any claim, setoff, defense or other right which the Borrowers Company may have at any time against any beneficiary or any transferee of any Letter of Credit (or any persons or entities for whom any such beneficiary or any such transferee may be acting), the Agent either Agent, either L/C Issuer or any Bank Lender or any other person or entity, whether in connection with any of the Letter of Credit Documents, the transactions contemplated herein or therein or any unrelated transactions; (iv) Any draft or other statement or document presented under any Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; (v) Payment by the Agent either L/C Issuer to the beneficiary under any Letter of Credit against presentation of documents which do not comply with the terms of the Letter of Credit, including failure of any documents to bear any reference or adequate reference to such Letter of Credit; (vi) Any failure, omission, delay or lack on the part of the either L/C Issuer, either Agent or any Bank Lender or any party to any of the Letter of Credit Documents to enforce, assert or exercise any right, power or remedy conferred upon the either L/C Issuer, either Agent, any Bank Lender or any such party under this Agreement or any of the Letter of Credit Documents, or any other acts or omissions on the part of the either L/C Issuer, either Agent, any Bank Lender or any such party; or (vii) Any other event or circumstance that would, in the absence of this clause, result in the release or discharge by operation of law or otherwise of the Borrowers Company from the performance or observance of any obligation, covenant or agreement contained in this Section 3.3. No setoff, counterclaim, reduction or diminution of any obligation or any defense of any kind or nature which the Borrowers have Company has or may have against the beneficiary of any Letter of Credit shall be available hereunder to the Borrowers Company against the either L/C Issuer, either Agent or any BankLender. Nothing in this Section 3.3 shall limit the liability, if any, of either L/C Issuer, either Agent or any of the Borrowers Lenders to the Banks Company pursuant to Section 10.5(b3.3(c). (c) The Company hereby indemnifies and agrees to hold harmless the Lenders, the L/C Issuers, the Agents and their respective officers, directors, employees and agents, from and against any and all claims, damages, losses, liabilities, costs or expenses of any kind or nature whatsoever which the Lenders, the L/C Issuers, the Agents or any such person may incur or which may be claimed against any of them by reason of or in connection with any Letter of Credit, and neither any Lender, the Agents or any of their respective officers, directors, employees or agents shall be liable or responsible for: (i) the use which may be made of any Letter of Credit or for any acts or omissions of any beneficiary in connection therewith; (ii) the validity, sufficiency or genuineness of documents or of any endorsement thereon, even if such documents should in fact prove to be in any or all respects invalid, insufficient, fraudulent or forged; (iii) payment by either L/C Issuer to the beneficiary under any Letter of Credit against presentation of documents which do not comply with the terms of any Letter of Credit, including failure of any documents to bear any reference or adequate reference to such Letter of Credit; (iv) any error, omission, interruption or delay in transmission, dispatch or delivery of any message or advice, however transmitted, in connection with any Letter of Credit; or (v) any other event or circumstance whatsoever arising in connection with any Letter of Credit; provided, however, that the Company shall not be required to indemnify the Lenders, the L/C Issuers, the Agents and such other persons, and each L/C Issuer shall be severally liable to the Company to the extent, but only to the extent, of any direct, as opposed to consequential or incidental, damages suffered by the Company which were caused by (A) such L/C Issuer's wrongful dishonor of any Letter of Credit after the presentation to it by the beneficiary thereunder of a draft or other demand for payment and other documentation strictly complying with the terms and conditions of such Letter of Credit, or (B) the payment by such L/C Issuer to the beneficiary under any Letter of Credit against presentation of documents which do not comply with the terms of the Letter of Credit to the extent, but only to the extent, that such payment constitutes gross negligence or willful misconduct of the Agent; provided that none of either Agent, any L/C Issuer, any Lender or any such person shall have the right to be indemnified hereunder for its own gross negligence or willful misconduct as determined by a court of competent jurisdiction. It is understood that in making any payment under a Letter of Credit each L/C Issuer will rely on documents presented to it under such Letter of Credit as to any and all matters set forth therein without further investigation and regardless of any notice or information to the contrary, and such reliance and payment against documents presented under a Letter of Credit substantially complying with the terms thereof shall not be deemed gross negligence or willful misconduct of either L/C Issuer in connection with such payment. It is further acknowledged and agreed that the Company may have rights against the beneficiary or others in connection with any Letter of Credit with respect to which the Lenders, the L/C Issuers or the Agents are alleged to be liable and it shall be a precondition of the assertion of any liability of the Lenders, the L/C Issuers or the Agents under this Section that the Company shall first have exhausted all remedies in respect of the alleged loss against such beneficiary and any other parties obligated or liable in connection with such Letter of Credit and any related transactions.

Letter of Credit Reimbursement Payments. (i) The Borrowers agree Each Borrower agrees to pay to the AgentAgent for the benefit of the Banks, on the day on which the Agent Issuing Bank shall honor a draft or other demand for payment presented or made under any Letter of Credit, an amount equal to the amount paid by the Agent Issuing Bank in respect of such draft or other demand under such Letter of Credit and all expenses paid or incurred by the Agent Issuing Bank relative thereto. Unless the Borrowers a Borrower shall have made such payment to the Agent on such day, upon each such payment by the AgentIssuing Bank, subject to Section 3.3(a)(ii), the Agent Issuing Bank shall be deemed to have disbursed to the Borrowerssuch Borrower, and the Borrowers such Borrower shall be deemed to have elected to satisfy the its reimbursement obligation by borrowing, requesting a Revolving Credit Loan bearing interest at the Floating Rate for the account of the Banks in an amount equal to the amount so paid by the Agent Issuing Bank in respect of such draft or other demand under such Letter of Credit. Such Loan shall Revolving Credit Loans shall, subject to Section 3.3(a)(ii), be disbursed, and each Bank shall advance its Pro Rata Share thereof, disbursed notwithstanding any failure to satisfy any conditions for disbursement of any Loan set forth in Article III or any other condition II hereof and, to the extent of the Revolving Credit Loan so disbursed, the reimbursement obligation of the Borrowers Borrower under this Section 3.3 shall be deemed satisfied; provided, however, that such disbursement nothing in this Section 3.3 shall not be deemed to be constitute a waiver of any Default or Event of Default caused by the failure to the conditions for disbursement or Default, if anyotherwise. (ii) If If, for any reason (including without limitation as a result of the occurrence of an Event of Default with respect to any Borrower pursuant to Section 6.1(h6.1(i)), Floating Rate Loans may not be made by the Banks as described in Section 3.3(a)(i), then (A) the Borrowers agree each Borrower agrees that each reimbursement amount not paid pursuant to the first sentence of Section 3.3(a)(i) shall bear interest, payable on demand by the Agent, at the interest rate then applicable to Floating Rate Loans, and (B) effective on the date each such Floating Rate Loan would otherwise have been made, each Bank severally agrees that it shall unconditionally and irrevocably, without regard to the occurrence of any Default or Event of Default, in lieu of a deemed disbursement of Loansloans, to the extent of such Bank's Pro Rata ShareCommitment, purchase a participating interest in each reimbursement amount. Each Bank will immediately transfer to the Agent, in same day funds, the amount of its participation. Each Bank shall share in accordance with its Pro Rata Share on a pro rata basis (calculated by reference to the Commitmentsits Commitment) in any interest which accrues thereon and in all repayments thereof. If and to the extent that any Bank shall not have so made the amount of such participating interest available to the Agent, such Bank and the Borrowers Borrower severally agree to pay to the Agent forthwith on demand such amount together with interest thereon, for each day from the date of demand by the Agent until the date such amount is paid to the Agent, at (x) in the case of the Borrowersany Borrower, the interest rate then applicable to Floating Rate Loans and (y) in the case of such Bank, the Federal Funds Rate Rate. The failure of any Bank to make its pro rata portion of any such amount paid by the Issuing Bank available to the Agent shall not relieve any other Bank of its obligation to make available its pro rata portion of such amount, but no Bank shall be responsible for failure of any other Bank to make such pro rata portion available to the first five days, and thereafter the interest rate applicable to Floating Rate LoansAgent. (b) The reimbursement obligations obligation of the Borrowers each Borrower under this Section 3.3 shall be absolute, unconditional and irrevocable and shall remain in full force and effect until all obligations of the Borrowers to the Agent and the Banks hereunder shall have been satisfied, and such obligations of the Borrowers shall not be affected, modified or impaired upon the happening of any event, including without limitation, any of the following, whether or not with notice to, or the consent of, the Borrowersany Borrower: (i) Any lack of validity or enforceability of any Letter of Credit or any documentation relating to any Letter of Credit or to any transaction related in any way to such Letter of Credit (the "Letter of Credit Documents"); (ii) Any amendment, modification, waiver or waiver, consent, or any substitution, exchange or release of or failure to perfect any interest in collateral or security, with respect to any of the Letter of Credit Documents.; (iii) The existence of any claim, setoff, defense or other right which the Borrowers any Borrower may have at any time against any beneficiary or any transferee of any Letter of Credit (or any persons or entities for whom any such beneficiary or any such transferee may be acting), the Agent Agent, the Issuing Bank or any Bank or any other person or entity, whether in connection with any of the Letter of Credit Documents, the transactions contemplated herein or therein or any unrelated transactions; (iv) Any draft or other statement or document presented under any Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; (v) Payment by the Agent Issuing Bank to the beneficiary under any Letter of Credit against presentation of documents which do not comply with the terms of the Letter of Credit, including failure of any documents to bear any reference or adequate reference to such Letter of Credit; (vi) Any failure, omission, delay or lack on the part of the Agent Agent, the Issuing Bank or any Bank or any party to any of the Letter of Credit Documents to enforce, assert or exercise any right, power or remedy conferred upon the Agent, the Issuing Bank, any Bank or any such party under this Agreement or any of the Letter of Credit Documents, or any other acts or omissions on the part of the Agent, the Issuing Bank, any Bank or any such party; or; (vii) Any other event or circumstance that would, in the absence of this clause, result in the release or discharge by operation of law or otherwise the Borrowers of any Borrower from the performance or observance of any obligation, covenant or agreement contained in this Section 3.3. No setoff, counterclaim, reduction or diminution of any obligation or any defense of any kind or nature which the Borrowers have any Borrower has or may have against the beneficiary of any Letter of Credit shall be available hereunder to the Borrowers such Borrower against the Agent Agent, the Issuing Bank or any Bank. Nothing in this Section 3.3 shall limit the liability, if any, of the Borrowers Agent or the Issuing Bank to the Banks any Borrower pursuant to Section 10.5(b)9.5.

Letter of Credit Reimbursement Payments. (i) The Borrowers agree to pay to the Agent, on the day on which the Agent shall honor a draft or other demand for payment presented or made under any Letter of Credit, an amount equal to the amount paid by the Agent in respect of such draft or other demand under such Letter of Credit and all expenses paid or incurred by the Agent relative thereto. Unless the Borrowers shall have made such payment to the Agent on such day, upon each such payment by the Agent, the Agent shall be deemed to have disbursed to the Borrowers, and the Borrowers shall be deemed to have elected to satisfy the reimbursement obligation by borrowing, a Loan bearing interest at the Floating Rate for the account of the Banks in an amount equal to the amount so paid by the Agent in respect of such draft or other demand under such Letter of Credit. Such Loan shall be disbursed, and each Bank shall advance its Pro Rata Share thereof, notwithstanding any failure to satisfy any conditions for disbursement of any Loan set forth in Article III or any other condition and, to the extent of the Loan so disbursed, the reimbursement obligation of the Borrowers under this Section 3.3 shall be deemed satisfied; provided, however, that such disbursement shall not be deemed to be a waiver of any Event of Default or Default, if any. (ii) If for any reason (including without limitation as a result of the occurrence of an Event of Default pursuant to Section 6.1(h)), Floating Rate Loans may not be made by the Banks as described in Section 3.3(a)(i), then (A) the Borrowers agree that each reimbursement amount not paid pursuant to the first sentence of Section 3.3(a)(i) shall bear interest, payable on demand by the Agent, at the interest rate then applicable to Floating Rate Loans, and (B) effective on the date each such Floating Rate Loan would otherwise have been made, each Bank severally agrees that it shall unconditionally and irrevocably, without regard to the occurrence of any Default or Event of Default, in lieu of a deemed disbursement of Loans, to the extent of such Bank's Pro Rata Share, purchase a participating interest in each reimbursement amount. Each Bank will immediately transfer to the Agent, in same day funds, the amount of its participation. Each Bank shall share in accordance with its Pro Rata Share (calculated by reference to the Commitments) in any interest which accrues thereon and in all repayments thereof. If and to the extent that any Bank shall not have so made the amount of such participating interest available to the Agent, such Bank and the Borrowers agree to pay to the Agent forthwith on demand such amount together with interest thereon, for each day from the date of demand by the Agent until the date such amount is paid to the Agent, at (x) in the case of the Borrowers, the interest rate then applicable to Floating Rate Loans and (y) in the case of such Bank, the Federal Funds Rate for the first five days, and thereafter the interest rate applicable to Floating Rate Loans. (b) The reimbursement obligations of the Borrowers under this Section 3.3 shall be absolute, unconditional and irrevocable and shall remain in full force and effect until all obligations of the Borrowers to the Agent and the Banks hereunder shall have been satisfied, and such andsuch obligations of the Borrowers shall not be affected, modified or impaired upon the happening of any event, including without limitation, any of the following, whether or not with notice to, or the consent of, the Borrowers: (i) Any lack of validity or enforceability of any Letter of Credit or any documentation relating to any Letter of Credit or to any transaction related in any way to such Letter of Credit (the "Letter of Credit Documents"); (ii) Any amendment, modification, waiver or consent, or any substitution, exchange or release of or failure to perfect any interest in collateral or security, with respect to any of the Letter of Credit Documents. (iii) The existence of any claim, setoff, defense or other right which the Borrowers may have at any time against any beneficiary or any transferee of any Letter of Credit (or any persons or entities for whom any such beneficiary or any such transferee may be acting), the Agent or any Bank or any other person or entity, whether in connection with any of the Letter of Credit Documents, the transactions contemplated herein or therein or any unrelated transactions; (iv) Any draft or other statement or document presented under any Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; (v) Payment by the Agent to the beneficiary under any Letter of Credit against presentation of documents which do not comply with the terms of the Letter of Credit, including failure of any documents to bear any reference or adequate reference to such Letter of Credit; (vi) Any failure, omission, delay or lack on the part of the Agent or any Bank or any party to any of the Letter of Credit Documents to enforce, assert or exercise any right, power or remedy conferred upon the Agent, any Bank or any such party under this Agreement or any of the Letter of Credit Documents, or any other acts or omissions on the part of the Agent, any Bank or any such party; or (vii) Any other event or circumstance that would, in the absence of this clause, result in the release or discharge by operation of law or otherwise the Borrowers from the performance or observance of any obligation, covenant or agreement contained in this Section 3.3. No setoff, counterclaim, reduction or diminution of any obligation or any defense of any kind or nature which the Borrowers have or may have against the beneficiary of any Letter of Credit shall be available hereunder to the Borrowers against the Agent or any Bank. Nothing in this Section 3.3 shall limit the liability, if any, of the Borrowers to the Banks pursuant to Section 10.5(b).

Letter of Credit Reimbursement Payments. (i) The Borrowers agree Company agrees to pay to the Agent, not later than 1:00 p.m. Chicago time on the day date on which the Agent shall honor a draft or other demand for payment presented or made under any such Letter of Credit, an amount equal to the amount paid by the Agent in respect of such draft or other demand under such Letter of Credit and all reasonable expenses paid or incurred by the Agent relative thereto (the "Reimbursement Amount"). The Agent shall, on the date of each demand for payment under any Letter of Credit issued by the Agent, give the Company notice thereof and of the amount of the Company's reimbursement obligation and liability for expenses relative thereto; provided that the failure of the Agent to give such notice shall not affect the reimbursement and other obligations of the Company under this Section 3.3. Unless the Borrowers Company shall have made such payment to the Agent on such day, upon each such payment by the Agent, the Agent shall be deemed to have disbursed to the Borrowers, and the Borrowers Company shall be deemed to have elected to satisfy the its reimbursement obligation by borrowing, a Loan bearing interest at the Floating an Adjusted Corporate Base Rate for the account of the Banks Borrowing in an amount equal to the amount so paid by the Agent in respect of such draft or other demand under such Letter of Credit. Such Loan , and the Agent shall be disburseddeemed to have disbursed to the Company, for the account of the Lenders, the Adjusted Corporate Base Rate Loans comprising such Adjusted Corporate Base Rate Borrowing, and each Bank Lender shall advance make its Pro Rata Share thereof, share of each such Adjusted Corporate Base Rate Borrowing available to the Agent in accordance with this Agreement. Such Adjusted Corporate Base Rate Loans shall be deemed disbursed notwithstanding any failure to satisfy any conditions for disbursement of any Loan set forth in Article III or any other condition and, to the extent of the Loan Adjusted Corporate Base Rate Loans so disbursed, the reimbursement obligation of the Borrowers Company with respect to such Letter of Credit under this Section 3.3 subsection (a)(i) shall be deemed satisfied; provided, however, that such disbursement shall not be deemed to be a waiver of any Event of Default or Default, if any. (ii) If If, for any reason (including without limitation as a result of the occurrence of an Event of Default with respect to the Company pursuant to Section 6.1(h)), Floating Adjusted Corporate Base Rate Loans may not be made by the Banks Lenders as described in subsection (a)(i) of this Section 3.3(a)(i)3.3, then (A) the Borrowers agree Company agrees that each reimbursement amount Reimbursement Amount not paid pursuant to the first sentence of subsection (a)(i) of this Section 3.3(a)(i) 3.3 shall bear interest, payable on demand by the Agent, at the interest rate then applicable to Floating Adjusted Corporate Base Rate Loans, and (B) effective on the date each such Floating Adjusted Corporate Base Rate Loan would otherwise have been mademade with respect to any Letter of Credit, each Bank Lender severally agrees that it shall unconditionally and irrevocably, without regard to the occurrence of any Event of Default or Unmatured Event of Default, in lieu of a deemed disbursement of Loans, to the extent of such BankLender's Pro Rata Share, pro rata share (based on the percentage of the aggregate Commitments of all Lenders then constituted by such Lender's Commitment) purchase a participating interest in each reimbursement amountReimbursement Amount. Each Bank such Lender will immediately transfer to the Agent, in same day funds, the amount of its participation. Each Bank such Lender shall share in accordance with its Pro Rata Share (calculated by reference to the Commitments) on a pro rata basis in any interest which accrues thereon and in all repayments thereof. If and to the extent that any Bank Lender shall not have so made the amount of such participating interest available to the Agent, such Bank and the Borrowers agree Lender agrees to pay to the Agent forthwith on demand such amount together with interest thereon, for each day from the date of demand by the Agent until the date such amount is paid to the Agent, at (x) in the case of the Borrowers, the interest rate then applicable to Floating Rate Loans and (y) in the case of such Bank, the Federal Funds Rate for the first five daysdays after such demand and at the Overdue Rate thereafter. (iii) Each Lender shall be obligated, absolutely and thereafter unconditionally, to make Adjusted Corporate Base Rate Loans pursuant to Section 3.3(a)(i) to purchase and fund participation interests in Letters of Credit pursuant to Section 2.4(d) and 3.3(a)(ii) and the interest rate applicable obligation shall not be affected by any circumstance whatsoever, including, without limitation, (i) any set off, counterclaim, recoupment, defense or other right which such Lender or the Company may have against the Agent, the Company or anyone else for any reason whatsoever, (ii) the occurrence of any Event of Default or Unmatured Event, (iii) any adverse change in the condition (financial or otherwise) of the Company or any of their Subsidiaries, (iv) any breach of this Agreement by the Company, any of its Subsidiaries, the Agent, or any other Lender, or (v) any other circumstance, happening or event whatsoever, whether or not similar to Floating Rate Loansany of the foregoing, including without limitation any termination or other limitation on the Commitments or any failure to satisfy any conditions precedent to any Advance contained herein or any other provision of this Agreement. (b) The reimbursement obligations obligation of the Borrowers Company under this Section 3.3 shall be absolute, unconditional and irrevocable and shall remain in full force and effect until all reimbursement obligations of the Borrowers Company to the Agent and the Banks Lenders hereunder shall have been satisfied, and such obligations of the Borrowers Company shall not be affected, modified or impaired upon the happening of any event, including without limitation, any of the following, whether or not with notice to, or the consent of, the BorrowersCompany: (i) Any lack of validity or enforceability of any Letter of Credit or any documentation relating to any Letter of Credit or to any transaction related in any way to such Letter of Credit (the "Letter of Credit Documents"); (ii) Any amendment, modification, waiver or waiver, consent, or any substitution, exchange or release of or failure to perfect any interest in collateral or security, with respect to any of the Letter of Credit Documents.; (iii) The existence of any claim, setoff, defense or other right which the Borrowers Company may have at any time against any beneficiary or any transferee of any Letter of Credit (or any persons Persons or entities for whom any such beneficiary or any such transferee may be acting), the Agent or any Bank Lender or any other person Person or entity, whether in connection with any of the Letter of Credit Documents, the transactions contemplated herein or therein or any unrelated transactions; (iv) Any draft or other statement or document presented under any Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; (v) Payment by the Agent to the beneficiary under any Letter of Credit against presentation of documents which do not comply with the terms of the Letter of Credit, including failure of any documents to bear any reference or adequate reference to such Letter of Credit; (vi) Any failure, omission, delay or lack on the part of the Agent or any Bank Lender or any party to any of the Letter of Credit Documents to enforce, assert or exercise any right, power or remedy conferred upon the Agent, any Bank Lender or any such party under this Agreement or any of the Letter of Credit Documents, or any other acts or omissions on the part of the Agent, any Bank Lender or any such party; or (vii) Any other event or circumstance that would, in the absence of this clause, result in the release or discharge by operation of law or otherwise of the Borrowers Company from the performance or observance of any obligation, covenant or agreement contained in this Section 3.3. No setoff, counterclaim, reduction or diminution of any obligation or any defense of any kind or nature which the Borrowers have Company has or may have against the beneficiary of any Letter of Credit shall be available hereunder to the Borrowers Company against the Agent or any BankLender. Nothing in this Section 3.3 shall limit the liability, if any, of the Borrowers Lenders to the Banks Company pursuant to Section 10.5(b3.3(c). (c) The Company hereby indemnifies and agrees to hold harmless the Lenders, the Agent and their respective officers, directors, employees and agents, harmless from and against any and all claims, damages, losses, liabilities, costs or expenses of any kind or nature whatsoever which the Lenders, the Agent or any such Person may incur or which may be claimed against any of them by reason of or in connection with any Letter of Credit, and neither any Lender, the Agent nor any of their respective officers, directors, employees or agents shall be liable or responsible for: (i) the use which may be made of any Letter of Credit or for any acts or omissions of any beneficiary in connection therewith; (ii) the validity, sufficiency or genuineness of documents or of any endorsement thereon, even if such documents should in fact prove to be in any or all respects invalid, insufficient, fraudulent or forged; (iii) payment by the Agent to the beneficiary under any Letter of Credit against presentation of documents which do not comply with the terms of any Letter of Credit, including failure of any documents to bear any reference or adequate reference to such Letter of Credit; (iv) any error, omission, interruption or delay in transmission, dispatch or delivery of any message or advice, however transmitted, in connection with any Letter of Credit; or (v) any other event or circumstance whatsoever arising in connection with any Letter of Credit; provided, however, that the Company shall not be required to indemnify the Lenders, the Agent and such other Persons, and the Agent and the Lenders shall be severally liable to the Company to the extent, but only to the extent, of any direct, as opposed to consequential or incidental, damages suffered by the Company which were caused by (A) the Agent's wrongful dishonor of any Letter of Credit after the presentation to it by the beneficiary thereunder of a draft or other demand for payment and other documentation strictly complying with the terms and conditions of such Letter of Credit, or (B) the payment by the Agent to the beneficiary under any Letter of Credit against presentation of documents which do not comply with the terms of the Letter of Credit to the extent, but only to the extent, that such payment constitutes gross negligence or wilful misconduct of the Agent; provided that none of the Agent, any Lender or any such Person shall have the right to be indemnified hereunder for its own gross negligence or wilful misconduct as determined by a court of competent jurisdiction. It is understood that in making any payment under a Letter of Credit the Agent will rely on documents presented to it under such Letter of Credit as to any and all matters set forth therein without further investigation and regardless of any notice or information to the contrary, and such reliance and payment against documents presented under a Letter of Credit substantially complying with the terms thereof shall not be deemed gross negligence or wilful misconduct of the Agent in connection with such payment. It is further acknowledged and agreed that the Company may have rights against the beneficiary or others in connection with any Letter of Credit with respect to which the Lenders or the Agent are alleged to be liable and it shall be a precondition of the assertion of any liability of the Lenders or the Agent under this Section that the Company shall first have exhausted all remedies in respect of the alleged loss against such beneficiary and any other parties obligated or liable in connection with such Letter of Credit and any related transactions.

Letter of Credit Reimbursement Payments. (i) The Borrowers agree Company agrees to pay to the AgentBank, on the day on which the Agent Bank shall honor a draft or other demand for payment presented or made under any Letter of Credit, an amount equal to the amount paid by the Agent Bank in respect of such draft or other demand under such Letter of Credit and all expenses paid or incurred by the Agent Bank relative thereto. Unless the Borrowers Company shall have made such payment to the Agent Bank on such day, upon each such payment by the AgentBank, the Agent Bank shall be deemed to have disbursed to the BorrowersCompany, and the Borrowers Company shall be deemed to have elected to satisfy the its reimbursement obligation by borrowingby, a Revolving Credit Loan bearing interest at the Floating Rate for the account of the Banks in an amount equal to the amount so paid by the Agent Bank in respect of such draft or other demand under such Letter of Credit. Such Revolving Credit Loan shall be disbursed, and each Bank shall advance its Pro Rata Share thereof, disbursed notwithstanding any failure to satisfy any conditions for disbursement of any Loan set forth in Article III or any other condition II hereof and, to the extent of the Revolving Credit Loan so disbursed, the reimbursement obligation of the Borrowers Company under this Section 3.3 shall be deemed satisfied; provided, however, that such disbursement nothing in this Section 3.3 shall not be deemed to be constitute a waiver of any Default or Event of Default caused by the failure to the conditions for disbursement or Default, if anyotherwise. (ii) If If, for any reason (including without limitation as a result of the occurrence of an Event of Default with respect to the Company pursuant to Section 6.1(h)), Floating Rate Loans may not be made by the Banks Bank as described in Section 3.3(a)(i), then (A) the Borrowers agree Company agrees that each reimbursement amount not paid pursuant to the first sentence of Section 3.3(a)(i) shall bear interest, payable on demand by the AgentBank, at the interest rate then applicable to Floating Rate Loans, and (B) effective on the date each such Floating Rate Loan would otherwise have been made, each Bank severally agrees that it shall unconditionally and irrevocably, without regard to the occurrence of any Default or Event of Default, in lieu of a deemed disbursement of Loans, to the extent of such Bank's Pro Rata Share, purchase a participating interest in each reimbursement amount. Each Bank will immediately transfer to the Agent, in same day funds, the amount of its participation. Each Bank shall share in accordance with its Pro Rata Share (calculated by reference to the Commitments) in any interest which accrues thereon and in all repayments thereof. If and to the extent that any Bank shall not have so made the amount of such participating interest available to the Agent, such Bank and the Borrowers agree to pay to the Agent forthwith on demand such amount together with interest thereon, for each day from the date of demand by the Agent until the date such amount is paid to the Agent, at (x) in the case of the Borrowers, the interest rate then applicable to Floating Rate Loans and (y) in the case of such Bank, the Federal Funds Rate for the first five days, and thereafter the interest rate applicable to Floating Rate Loans. (b) The reimbursement obligations obligation of the Borrowers Company under this Section 3.3 shall be absolute, unconditional and irrevocable and shall remain in full force and effect until all obligations of the Borrowers Company to the Agent and the Banks Bank hereunder shall have been satisfied, and such obligations of the Borrowers Company shall not be affected, modified or impaired upon the happening of any event, including without limitation, any of the following, whether or not with notice to, or the consent of, the BorrowersCompany: (i) Any lack of validity or enforceability of any Letter of Credit or any documentation relating to any Letter of Credit or to any transaction related in any way to such Letter of Credit (the "Letter of Credit Documents"); (ii) Any amendment, modification, waiver or waiver, consent, or any substitution, exchange or release of or failure to perfect any interest in collateral or security, with respect to any of the Letter of Credit Documents.; (iii) The existence of any claim, setoff, defense or other right which the Borrowers Company may have at any time against any beneficiary or any transferee of any Letter of Credit (or any persons or entities for whom any such beneficiary or any such transferee may be acting), the Agent or any Bank or any other person or entity, whether in connection with any of the Letter of Credit Documents, the transactions contemplated herein or therein or any unrelated transactions; (iv) Any draft or other statement or document presented under any Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; (v) Payment by the Agent Bank to the beneficiary under any Letter of Credit against presentation of documents which do not comply with the terms of the Letter of Credit, including failure of any documents to bear any reference or adequate reference to such Letter of Credit; (vi) Any failure, omission, delay or lack on the part of the Agent or any Bank or any party to any of the Letter of Credit Documents to enforce, assert or exercise any right, power or remedy conferred upon the Agent, any Bank or any such party under this Agreement or any of the Letter of Credit Documents, or any other acts or omissions on the part of the Agent, any Bank or any such party; or (vii) Any other event or circumstance that would, in the absence of this clause, result in the release or discharge by operation of law or otherwise of the Borrowers Company from the performance or observance of any obligation, covenant or agreement contained in this Section 3.3. No setoff, counterclaim, reduction or diminution of any obligation or any defense of any kind or nature which the Borrowers have Company has or may have against the beneficiary of any Letter of Credit shall be available hereunder to the Borrowers Company against the Agent or any Bank. Nothing in this Section 3.3 shall limit the liability, if any, of the Borrowers Bank to the Banks Company pursuant to Section 10.5(b)7.5.

Letter of Credit Reimbursement Payments. (i) The Borrowers agree Company agrees to pay to the AgentBanks, on the day on which the Agent shall honor a draft or other demand for payment presented or made under any Letter of Credit, an amount equal to the amount paid by the Agent in respect of such draft or other demand under such Letter of Credit and all expenses paid or incurred by the Agent relative thereto. Unless the Borrowers Company shall have made such payment to the Agent Banks on such day, upon each such payment by the Agent, the Agent shall be deemed to have disbursed to the BorrowersCompany, and the Borrowers Company shall be deemed to have elected to satisfy the its reimbursement obligation by borrowingby, a Loan borrowing of Revolving Credit Loans bearing interest at the Floating Rate for the account of the Banks in an amount equal to the amount so paid by the Agent in respect of such draft or other demand under such Letter of Credit. Such Loan Revolving Credits Loans shall be disbursed, and each Bank shall advance its Pro Rata Share thereof, disbursed notwithstanding any failure to satisfy any conditions for disbursement of any Loan set forth in Article III or any other condition II hereof and, to the extent of the Loan Revolving Credit Loans so disbursed, the reimbursement obligation of the Borrowers Company under this Section 3.3 3.9 shall be deemed satisfied; provided, however, that such disbursement nothing in this Section 3.9 shall not be deemed to be constitute a waiver of any Default or Event of Default caused by the failure to satisfy the conditions for disbursement or Default, if anyotherwise. (ii) If If, for any reason (including without limitation as a result of the occurrence of an Event of Default with respect to the Company pursuant to Section 6.1(h)), Floating Rate Loans may not be made by the Banks as described in Section 3.3(a)(i3.9(a)(i), then (A) the Borrowers agree Company agrees that each reimbursement amount not paid pursuant to the first sentence of Section 3.3(a)(i3.9(a)(i) shall bear interest, payable on demand by the Agent, at the interest rate then applicable to Floating Rate Loans, and (B) effective on the date each such Floating Rate Loan would otherwise have been made, each Bank severally agrees that it shall unconditionally and irrevocably, without regard to the occurrence of any Default or Event of Default, in lieu of a deemed disbursement of Loansloans, to the extent of such Bank's Pro Rata ShareRevolving Credit Commitment, purchase a participating interest in each reimbursement amount. Each Bank will immediately transfer to the Agent, in same day funds, the amount of its participation. Each Bank shall share in accordance with its Pro Rata Share on a pro rata basis (calculated by reference to the Commitmentsits Revolving Credit Commitment) in any interest which accrues thereon and in all repayments thereof. If and to the extent that any Bank shall not have so made the amount of such participating interest available to the Agent, such Bank and the Borrowers Company severally agree to pay to the Agent forthwith on demand such amount together with interest thereon, for each day from the date of demand by the Agent until the date such amount is paid to the Agent, at (x1) in the case of the BorrowersCompany, the interest rate then applicable to Floating Rate Loans and (y2) in the case of such Bank, the Federal Funds Rate for the first five days, and thereafter the interest rate applicable to Floating Rate LoansRate. (b) The reimbursement obligations obligation of the Borrowers Company under this Section 3.3 3.9 shall be absolute, unconditional and irrevocable and shall remain in full force and effect until all obligations of the Borrowers Company to the Agent and the Banks hereunder shall have been satisfied, and such obligations of the Borrowers Company shall not be affected, modified or impaired upon the happening of any event, including including, without limitation, any of the following, whether or not with notice to, or the consent of, the BorrowersCompany: (i) Any lack of validity or enforceability of any Letter of Credit or any documentation relating to any Letter of Credit or to any transaction related in any way to such Letter of Credit (the "Letter of Credit Documents"); (ii) Any amendment, modification, waiver or waiver, consent, or any substitution, exchange or release of or failure to perfect any interest in collateral or security, with respect to any of the Letter of Credit Documents.; (iii) The existence of any claim, setoff, defense or other right which the Borrowers Company may have at any time against any beneficiary or any transferee of any Letter of Credit (or any persons or entities for whom any such beneficiary or any such transferee may be acting), the Agent or any Bank or any other person or entity, whether in connection with any of the Letter of Credit Documents, the transactions contemplated herein or therein or any unrelated transactions; (iv) Any draft or other statement or document presented under any Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; (v) Payment by the Agent to the beneficiary under any Letter of Credit against presentation of documents which do not comply with the terms of the Letter of Credit, including failure of any documents to bear any reference or adequate reference to such Letter of Credit; (vi) Any failure, omission, delay or lack on the part of the Agent or any Bank or any party to any of the Letter of Credit Documents to enforce, assert or exercise any right, power or remedy conferred upon the Agent, any Bank or any such party under this Agreement or any of the Letter of Credit Documents, or any other acts or omissions on the part of the Agent, any Bank or any such party; or; (vii) Any other event or circumstance that would, in the absence of this clause, result in the release or discharge by operation of law or otherwise of the Borrowers Company from the performance or observance of any obligation, covenant or agreement contained in this Section 3.33.9. No setoff, counterclaim, reduction or diminution of any obligation or any defense of any kind or nature which the Borrowers have Company has or may have against the beneficiary of any Letter of Credit shall be available hereunder to the Borrowers Company against the Agent or any Bank. Nothing in this Section 3.3 3.9 shall limit the liability, if any, of the Borrowers Banks to the Banks Company pursuant to Section 10.5(b)8.5.

Letter of Credit Reimbursement Payments. (i) The Borrowers agree Company agrees to pay to the AgentLC Issuer, on the day on which the Agent LC Issuer shall honor a draft or other demand for payment presented or made under any Letter of Credit, an amount equal to the amount paid by the Agent LC Issuer in respect of such draft or other demand under such Letter of Credit and all expenses paid or incurred by the Agent LC Issuer relative thereto. Unless the Borrowers Company shall have made such payment to the Agent LC Issuer on such day, upon each such payment by the AgentLC Issuer, the Agent shall be deemed to have disbursed to the BorrowersCompany, and the Borrowers Company shall be deemed to have elected to satisfy the its reimbursement obligation by borrowingby, a Loan bearing interest at the Floating Rate for the account of the Banks Lenders in an amount equal to the amount so paid by the Agent LC Issuer in respect of such draft or other demand under such Letter of Credit. Such Loan shall be disbursed, and each Bank shall advance its Pro Rata Share thereof, disbursed notwithstanding any failure to satisfy any conditions for disbursement of any Loan set forth in Article III or any other condition Section 3 hereof and, to the extent of the Loan so disbursed, the reimbursement obligation of the Borrowers Company under this Section 3.3 4.3 shall be deemed satisfied; provided, however, that such disbursement nothing in this Section 4.3 shall not be deemed to be constitute a waiver of any Default or Event of Default caused by the failure to the conditions for disbursement or Default, if anyotherwise. (ii) If If, for any reason (including without limitation as a result of the occurrence of an Event of Default with respect to the Company pursuant to Section 6.1(h8.1(g)), Floating Rate Loans may not be made by the Banks Lenders as described in Section 3.3(a)(i4.3(a)(i), then (A) the Borrowers agree Company agrees that each reimbursement amount not paid pursuant to the first sentence of Section 3.3(a)(i4.3(a)(i) shall bear interest, payable on demand by the Agent, at the interest rate then applicable to Floating Rate Loans, Loans and (B) effective on the date each such Floating Rate Loan would otherwise have been made, each Bank Lender severally agrees that it shall unconditionally and irrevocably, without regard to the occurrence of any Default or Event of Default, in lieu of a deemed disbursement of Loansloans, to the extent of such BankLender's Pro Rata ShareCommitment, purchase a participating interest in each reimbursement amount. Each Bank Lender will immediately transfer to the Agent, in same day funds, the amount of its participation. Each Bank Lender shall share in accordance with its Pro Rata Share on a pro rata basis (calculated by reference to the Commitmentsits Commitment) in any interest which accrues thereon and in all repayments thereof. If and to the extent that any Bank Lender shall not have so made the amount of such participating interest available to the Agent, such Bank Lender and the Borrowers Company severally agree to pay to the Agent forthwith on demand such amount together with interest thereon, for each day from the date of demand by the Agent until the date such amount is paid to the Agent, at (x) in the case of the BorrowersCompany, the interest rate then applicable to Floating Rate Loans and (y) in the case of such BankLender, the Federal Funds Rate for the first five days, and thereafter the interest rate applicable to Floating Rate LoansEffective Rate. (b) The reimbursement obligations obligation of the Borrowers Company under this Section 3.3 4.3 shall be absolute, unconditional and irrevocable and shall remain in full force and effect until all obligations of the Borrowers to the Agent and the Banks Aggregate Outstanding Credit Exposure hereunder shall have been satisfied, and such obligations of the Borrowers Company shall not be affected, modified or impaired upon the happening of any event, including without limitation, any of the following, whether or not with notice to, or the consent of, the BorrowersCompany: (i) Any lack of validity or enforceability of any Letter of Credit or any documentation relating to any Letter of Credit or to any transaction related in any way to such Letter of Credit (the "Letter of Credit Documents"); (ii) Any amendment, modification, waiver or waiver, consent, or any substitution, exchange or release of or failure to perfect any interest in collateral or security, with respect to any of the Letter of Credit Documents.; (iii) The existence of any claim, setoff, defense or other right which the Borrowers Company may have at any time against any beneficiary or any transferee of any Letter of Credit (or any persons or entities for whom any such beneficiary or any such transferee may be acting), the Agent or LC Issuer, the Agent, any Bank Lender or any other person or entity, whether in connection with any of the Letter of Credit Documents, the transactions contemplated herein or therein or any unrelated transactions; (iv) Any draft or other statement or document presented under any Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; (v) Payment by the Agent LC Issuer to the beneficiary under any Letter of Credit against presentation of documents which do not comply with the terms of the Letter of Credit, including failure of any documents to bear any reference or adequate reference to such Letter of Credit; (vi) Any failure, omission, delay or lack on the part of the LC Issuer, the Agent or any Bank Lender or any party to any of the Letter of Credit Documents to enforce, assert or exercise any right, power or remedy conferred upon the AgentLC Issuer, the Agent or any Bank Lender or any such party under this Agreement or any of the Letter of Credit Documents, or any other acts or omissions on the part of the AgentLC Issuer, the Agent or any Bank Lender or any such party; or; (vii) Any other event or circumstance that would, in the absence of this clause, result in the release or discharge by operation of law or otherwise of the Borrowers Company from the performance or observance of any obligation, covenant or agreement contained in this Section 3.34.3. No setoff, counterclaim, reduction or diminution of any obligation or any defense of any kind or nature which the Borrowers have Company has or may have against the beneficiary of any Letter of Credit shall be available hereunder to the Borrowers Company against the LC Issuer, the Agent or any Bank. Nothing in this Section 3.3 shall limit the liability, if any, of the Borrowers to the Banks pursuant to Section 10.5(b)Lender.

Letter of Credit Reimbursement Payments. (i) The Borrowers agree Company agrees to pay to the Agent, not later than (a) 12:00 noon Chicago time on the day on which the Agent shall honor a draft or other demand for payment presented or made under any Letter of CreditCredit if such draft or demand is made prior to 12:00 noon Chicago time on such day and (b) 12:00 noon Chicago time on the next succeeding Business Day after the day on which the Agent shall honor a draft or other demand for payment presented or made under any Letter of Credit if such draft or demand is made at or after 12:00 noon Chicago time on any day, in each case, an amount equal to the amount paid by the Agent in respect of such draft or other demand under any such Letter of Credit and all expenses paid or incurred by the Agent relative theretothereto (the “Reimbursement Amount”). Unless the Borrowers Company shall have made such payment to the Agent on such day, upon each such payment by the Agent, the Agent shall be deemed to have disbursed to the Borrowers, Company and the Borrowers Company shall be deemed to have elected to satisfy the its reimbursement obligation by borrowingby, a Loan bearing interest at the Floating Adjusted Base Rate for the account of the Banks in an amount equal to the amount so paid by the Agent in respect of such draft or other demand under such Letter of Credit. Such Loan shall be disbursed, and each Bank shall advance its Pro Rata Share thereof, disbursed notwithstanding any failure to satisfy any conditions for disbursement of any Loan set forth in Article III or any other condition II hereof and, to the extent of the Loan so disbursed, the reimbursement obligation of the Borrowers Company under this Section 3.3 shall be deemed satisfied; provided, however, that such disbursement nothing in this Section 3.3 shall not be deemed to be constitute a waiver of any Default or Event of Default caused by the failure to the conditions for disbursement or Default, if anyotherwise. (ii) If If, for any reason (including without limitation as a result of the occurrence of an Event of Default with respect to the Company pursuant to Section 6.1(h6.1(H)), Floating Adjusted Base Rate Loans may not be made by the Banks as described in Section 3.3(a)(i3.3(A)(i), then (A) the Borrowers agree Company agrees that each reimbursement amount not paid pursuant to the first sentence of Section 3.3(a)(i3.3(A)(i) shall bear interest, payable on demand by the Agent, Agent at the interest rate then applicable to Floating Adjusted Base Rate Loans, and (B) effective on the date each such Floating Adjusted Base Rate Loan would otherwise have been made, each Bank severally agrees that it shall unconditionally and irrevocably, without regard to the occurrence of any Default or Event of Default, in lieu of a deemed disbursement of Loansloans, to the extent of such Bank's Pro Rata Share’s Commitment, purchase a participating interest in each reimbursement amountReimbursement Amount. Each Bank will immediately transfer to the Agent, in same day funds, the amount of its participationparticipation for its own account. Each Bank shall share in accordance with its Pro Rata Share on a pro rata basis (calculated by reference to the Commitmentsits Commitment) in any interest which accrues thereon and in all repayments thereof. If and to the extent that any Bank shall not have so made the amount of such participating interest available to the Agent, such Bank and the Borrowers Company severally agree to pay to the Agent for its own account forthwith on demand such amount together with interest thereon, for each day from the date of demand by the Agent until the date such amount is paid to the Agent, at (x) in the case of the BorrowersCompany, the interest rate then applicable to Floating Adjusted Base Rate Loans and (y) in the case of such Bank, the Federal Funds Rate for the first five days, and thereafter the interest rate applicable to Floating Rate LoansRate. (biii) Each Bank holding a Commitment shall be obligated, absolutely and unconditionally to make Adjusted Base Rate Loans pursuant to Section 3.3(A)(i), and to purchase and fund participation interests in Letters of Credit pursuant to Section 2.4(D) and 3.3(A)(ii), and such obligation shall not be affected by any circumstance whatsoever, including, without limitation, (i) any set off, counterclaim, recoupment, defense or other right which such Bank or the Company may have against the Agent, the Company or anyone else for any reason whatsoever, (ii) the occurrence of any Event of Default or Default, (iii) any adverse change in the condition (financial or otherwise) of the Company or any of the Guarantors, (iv) any breach of this Agreement or any other Loan Document by the Company, any of the Guarantors, the Agent or any other Bank, or (v) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing, including without limitation any termination or other limitation on the Commitments or any failure to satisfy any conditions precedent to any Advance contained herein or any other provision of this Agreement. (B) The reimbursement obligations obligation of the Borrowers Company under this Section 3.3 shall be absolute, unconditional and irrevocable and shall remain in full force and effect until all obligations of the Borrowers Company to the Agent and the Banks hereunder shall have been satisfied, and such obligations of the Borrowers Company shall not be affected, modified or impaired upon the happening of any event, including without limitation, any of the following, whether or not with notice to, or the consent of, the BorrowersCompany: (i) Any lack of validity or enforceability of any Letter of Credit or any documentation relating to any Letter of Credit or to any transaction related in any way to such Letter of Credit (the "“Letter of Credit Documents"”); (ii) Any amendment, modification, waiver or waiver, consent, or any substitution, exchange or release of or failure to perfect any interest in collateral or security, with respect to any of the Letter of Credit Documents.; (iii) The existence of any claim, setoff, defense or other right which the Borrowers Company may have at any time against any beneficiary or any transferee of any Letter of Credit (or any persons Persons or entities for whom any such beneficiary or any such transferee may be acting), the Agent or any Bank or any other person Person or entity, whether in connection with any of the Letter of Credit Documents, the transactions contemplated herein or therein or any unrelated transactions; (iv) Any draft or other statement or document presented under any Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; (v) Payment by the Agent to the beneficiary under any Letter of Credit against presentation of documents which do not comply with the terms of the Letter of Credit, including failure of any documents to bear any reference or adequate reference to such Letter of Credit; (vi) Any failure, omission, delay or lack on the part of the Agent or any Bank or any party to any of the Letter of Credit Documents to enforce, assert or exercise any right, power or remedy conferred upon the Agent, any Bank or any such party under this Agreement or any of the Letter of Credit Documents, or any other acts or omissions on the part of the Agent, any Bank or any such party; or; (vii) Any other event or circumstance that would, in the absence of this clause, result in the release or discharge by operation of law or otherwise of the Borrowers Company from the performance or observance of any obligation, covenant or agreement contained in this Section 3.3. No setoff, counterclaim, reduction or diminution of any obligation or any defense of any kind or nature which the Borrowers have Company has or may have against the beneficiary of any Letter of Credit shall be available hereunder to the Borrowers Company against the Agent or any Bank. Nothing in this Section 3.3 shall limit the liability, if any, of the Borrowers to the Banks pursuant to Section 10.5(b).

Letter of Credit Reimbursement Payments. (i) The Borrowers agree Company agrees to pay to the AgentAdministrative Agent on behalf of the Banks, on the day on which the Administrative Agent shall honor a draft or other demand for payment presented or made under any Letter of Credit, an amount equal to the amount paid by the Administrative Agent in respect of such draft or other demand under such Letter of Credit and all reasonable expenses paid or incurred by the Administrative Agent relative thereto. Unless the Borrowers Company shall have made such payment to the Agent Banks on such day, or unless the Company shall have requested conversion of any such Loan pursuant to the provisions of Section 2.4 or Section 2.7, upon each such payment by the Administrative Agent, the Administrative Agent shall be deemed to have disbursed to the BorrowersCompany, and the Borrowers Company shall be deemed to have elected to satisfy the its reimbursement obligation by borrowingby, a Loan bearing interest at the Floating Rate for the account of the Banks in an amount equal to the amount so paid by the Administrative Agent in respect of such draft or other demand under such Letter of Credit. Such Loan shall be disbursed, and each Bank shall advance its Pro Rata Share thereof, disbursed notwithstanding any failure to satisfy any conditions for disbursement of any Loan set forth in Article III or any other condition II hereof and, to the extent of the Loan so disbursed, the reimbursement obligation of the Borrowers Company under this Section 3.3 shall be deemed satisfied; provided, however, that such disbursement nothing in this Section 3.3 shall not be deemed to be constitute a waiver of any Default or Event of Default caused by the failure to the conditions for disbursement or Default, if anyotherwise. (ii) If If, notwithstanding the provisions of Section 3.3(a)(i), for any reason (including without limitation as a result of the occurrence of an Event of Default with respect to the Company pursuant to Section 6.1(h)), Floating Rate Loans may not be made by the Banks as described in Section 3.3(a)(i), then (A) the Borrowers agree Company agrees that each reimbursement amount not paid pursuant to the first sentence of Section 3.3(a)(i) shall bear interest, payable on demand by the AgentRequired Banks, at the interest rate then applicable to Floating Rate Loans, and (B) effective on the date each such Floating Rate Loan would otherwise have been made, made (unless timely request shall have been made for conversion pursuant to the terms of Section 2.4 or Section 2.7) each Bank severally agrees that it shall unconditionally and irrevocably, without regard to the occurrence of any Default or Event of Default, in lieu of a deemed disbursement of Loansloans, to the extent of such Bank's Pro Rata ShareCommitment, purchase a participating interest in each reimbursement amount. Each Bank will immediately transfer to the Administrative Agent, in same day funds, the amount of its participation. Each Bank shall share in accordance with its Pro Rata Share on a pro rata basis (calculated by reference to the Commitmentsits Commitment) in any interest which accrues thereon and in all repayments thereof. If and to the extent that any Bank shall not have so made the amount of such participating interest available to the Administrative Agent, such Bank and the Borrowers Company severally agree to pay to the Administrative Agent forthwith on demand such amount together with interest thereon, for each day from the date of demand by the Administrative Agent until the date such amount amoun is paid to the Administrative Agent, at (x) in the case of the Borrowers, th Company at the interest rate then applicable to Floating Rate Loans (except as otherwise permitted pursuant to Section 2.4 or Section 2.7), and (y) in the case of such Bank, Bank at the Federal Funds Rate for the first five days, and thereafter the interest rate applicable to Floating Rate LoansRate. (b) The reimbursement obligations obligation of the Borrowers Company under this Section 3.3 shall be absolute, unconditional and irrevocable and shall remain in full force and effect until all obligations of the Borrowers Company to the Agent Agents and the Banks hereunder shall have been satisfied, and such obligations of the Borrowers Company shall not be affected, modified or impaired upon the happening of any event, including without limitation, any of the following, whether or not with notice to, or the consent of, the BorrowersCompany: (i) Any lack of validity or enforceability of any Letter of Credit or any documentation relating to any Letter of Credit or to any transaction related in any way to such Letter of Credit (the "Letter of Credit Documents"); (ii) Any amendment, modification, waiver or waiver, consent, or any substitution, exchange or release of or failure to perfect any interest in collateral or security, with respect to any of the Letter of Credit Documents.; (iii) The existence of any claim, setoff, defense or other right which the Borrowers Company may have at any time against any beneficiary or any transferee of any Letter of Credit (or any persons or entities for whom any such beneficiary or any such transferee may be acting), the any Agent or any Bank or any other person or entity, whether in connection with any of the Letter of Credit Documents, the transactions contemplated herein or therein or any unrelated transactions; (iv) Any draft or other statement or document presented under any Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; (v) Payment by the Administrative Agent to the beneficiary under any Letter of Credit against presentation of a documents which do not strictly comply with the terms of the Letter of Credit, including failure of any documents to bear any reference or adequate reference to such Letter of Credit; (vi) Any failure, omission, delay or lack on the part of the Administrative Agent or any Bank or any party to any of the Letter of Credit Documents to enforce, assert or exercise any right, power or remedy conferred upon the Administrative Agent, any Bank or any such party under this Agreement or any of the Letter of Credit Documents, or any other acts or omissions on the part of the Agent, any Bank or any such party; or; (vii) Any other event or circumstance that would, in the absence of this clause, result in the release or discharge by operation of law or otherwise of the Borrowers Company from the performance or observance of any obligation, covenant or agreement contained in this Section 3.3. No setoff, counterclaim, reduction or diminution of any obligation or any defense of any kind or nature which the Borrowers have Company has or may have against the beneficiary of any Letter of Credit shall be available hereunder to the Borrowers Company against the any Agent or any Bank. Nothing in this Section 3.3 shall limit the liability, if any, of the Borrowers Banks to the Banks Company pursuant to Section 10.5(b)9.5.

Letter of Credit Reimbursement Payments. (i) The Borrowers agree Company agrees to pay to the Agent, not later than 1:00 p.m. Chicago time on the day date on which the Agent shall honor a draft or other demand for payment presented or made under any Letter of Credit, or shall pay to Bank One not later than 1:00 p.m. Chicago time on the date on which Bank One shall honor a draft or other demand for payment presented or made under any Existing Letter of Credit, an amount equal to the amount paid by the Agent in respect of such draft or other demand under any such Letter of Credit or by Bank One in respect of such draft or other demand under any such Existing Letter of Credit, and all reasonable expenses paid or incurred by the Agent or Bank One relative thereto (the "Reimbursement Amount"). The Agent shall, on the date of each demand for payment under any Letter of Credit issued by the Agent, give the Company notice thereof and Bank One shall, on the date of each demand for payment under any Existing Letter of Credit, give the Agent and the Company notice thereof and, in each case, of the amount of the Company's reimbursement obligation and liability for expenses relative thereto; provided that the failure of the Agent or Bank One to give any such notice shall not affect the reimbursement and other obligations of the Company under this Section 3.3. Unless the Borrowers Company shall have made such payment to the Agent Agent, or to Bank One with respect to any Existing Letter of Credit, on such day, upon each such payment by the Agent, or by Bank One with respect to any Existing Letter of Credit, the Agent shall be deemed to have disbursed to the Borrowers, and the Borrowers Company shall be deemed to have elected to satisfy the its reimbursement obligation by borrowing, a Loan bearing interest at the Floating an Adjusted Corporate Base Rate for the account of the Banks Borrowing in an amount equal to the amount so paid by the Agent in respect of such draft or other demand under such Letter of Credit. Such Loan , or by Bank One in respect of any Existing Letter of Credit, and the Agent shall be disburseddeemed to have disbursed to the Company, for the account of the Revolving Lenders, the Adjusted Corporate Base Rate Loans comprising such Adjusted Corporate Base Rate Borrowing, and each Lender holding a Revolving Commitment shall make its share of each such Adjusted Corporate Base Rate Borrowing available to the Agent for its own account or, to the extent of any payment made by Bank One with respect to any Existing Letters of Credit, for the account of Bank One, in accordance with this Agreement. Such Adjusted Corporate Base Rate Loans shall advance its Pro Rata Share thereof, be deemed disbursed notwithstanding any failure to satisfy any conditions for disbursement of any Revolving Credit Loan set forth in Article III or any other condition and, to the extent of the Loan Adjusted Corporate Base Rate Loans so disbursed, the reimbursement obligation of the Borrowers Company with respect to such Letter of Credit or Existing Letter of Credit under this Section 3.3 subsection (a)(i) shall be deemed satisfied; provided, however, that such disbursement shall not be deemed to be a waiver of any Event of Default or Default, if any. (ii) If If, for any reason (including without limitation as a result of the occurrence of an Event of Default with respect to the Company pursuant to Section 6.1(h)), Floating Adjusted Corporate Base Rate Loans may not be made by the Banks Lenders as described in subsection (a)(i) of this Section 3.3(a)(i)3.3, then (A) the Borrowers agree Company agrees that each reimbursement amount Reimbursement Amount not paid pursuant to the first sentence of subsection (a)(i) of this Section 3.3(a)(i) 3.3 shall bear interest, payable on demand by the AgentAgent or, with respect to any Existing Letters of Credit, Bank One, at the interest rate then applicable to Floating Adjusted Corporate Base Rate Loans, and (B) effective on the date each such Floating Adjusted Corporate Base Rate Loan would otherwise have been mademade with respect to any Letter of Credit or Existing Letter of Credit, each Bank Lender holding a Revolving Commitment severally agrees that it shall unconditionally and irrevocably, without regard to the occurrence of any Event of Default or Unmatured Event of Default, in lieu of a deemed disbursement of Loans, to the extent of such BankLender's Pro Rata Share, pro rata share (based on the percentage of the aggregate Revolving Commitments of all Revolving Lenders then constituted by such Lender's Revolving Commitment) purchase a participating interest in each reimbursement amountReimbursement Amount. Each Bank such Lender will immediately transfer to the Agent, in same day funds, the amount of its participationparticipation for its own account or, to the extent of any payment made by Bank One with respect to any Existing Letters of Credit, for the account of Bank One. Each Bank such Lender shall share in accordance with its Pro Rata Share (calculated by reference to the Commitments) on a pro rata basis in any interest which accrues thereon and in all repayments thereof. If and to the extent that any Bank such Lender shall not have so made the amount of such participating interest available to the Agent, such Bank and the Borrowers agree Lender agrees to pay to the Agent for its own account or, to the extent of any payment made by Bank One with respect to any Existing Letters of Credit, for the account of Bank One, forthwith on demand such amount together with interest thereon, for each day from the date of demand by the Agent until the date such amount is paid to the Agent, at (x) in the case of the Borrowers, the interest rate then applicable to Floating Rate Loans and (y) in the case of such Bank, the Federal Funds Rate for the first five daysdays after such demand and at the Overdue Rate thereafter. (iii) Each Lender holding a Revolving Commitment shall be obligated, absolutely and unconditionally to make Adjusted Corporate Base Rate Loans pursuant to Section 3.3(a)(i), and thereafter to purchase and fund participation interests in Letters of Credit and Existing Letters of Credit pursuant to Section 2.4(d) and 3.3(a)(ii), and such obligation shall not be affected by any circumstance whatsoever, including, without limitation, (i) any set off, counterclaim, recoupment, defense or other right which such Lender or the interest rate applicable Company may have against the Agent, Bank One, the Company or anyone else for any reason whatsoever, (ii) the occurrence of any Event of Default or Unmatured Event, (iii) any adverse change in the condition (financial or otherwise) of the Company or any of its Subsidiaries, (iv) any breach of this Agreement by the Company, any of its Subsidiaries, the Agent, Bank One or any other Lender, or (v) any other circumstance, happening or event whatsoever, whether or not similar to Floating Rate Loansany of the foregoing, including without limitation any termination or other limitation on the Revolving Commitments - 44 - or any failure to satisfy any conditions precedent to any Revolving Credit Advance contained herein or any other provision of this Agreement. (b) The reimbursement obligations obligation of the Borrowers Company under this Section 3.3 shall be absolute, unconditional and irrevocable and shall remain in full force and effect until all reimbursement obligations of the Borrowers Company to the Agent and the Banks Revolving Lenders hereunder shall have been satisfied, and such obligations of the Borrowers Company shall not be affected, modified or impaired upon the happening of any event, including without limitation, any of the following, whether or not with notice to, or the consent of, the BorrowersCompany: (i) Any lack of validity or enforceability of any Letter of Credit or Existing Letter of Credit or any documentation relating to any Letter of Credit or Existing Letter of Credit or to any transaction related in any way to such any Letter of Credit or Existing Letter of Credit (the "Letter of Credit Documents");. (ii) Any amendment, modification, waiver or waiver, consent, or any substitution, exchange or release of or failure to perfect any interest in collateral or security, with respect to any of the Letter of Credit Documents.; (iii) The existence of any claim, setoff, defense or other right which the Borrowers Company may have at any time against any beneficiary or any transferee of any Letter of Credit or Existing Letter of Credit (or any persons Persons or entities for whom any such beneficiary or any such transferee may be acting), the Agent Agent, Bank One or any Bank Lender or any other person Person or entity, whether in connection with any of the Letter of Credit Documents, the transactions contemplated herein or therein or any unrelated transactions; (iv) Any draft or other statement or document presented under any Letter of Credit or Existing Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; (v) Payment by the Agent or Bank One to the beneficiary under any Letter of Credit or Existing Letter of Credit against presentation of documents which do not comply with the terms of the Letter of Credit or Existing Letter of Credit, including failure of any documents to bear any reference or adequate reference to such Letter of Credit or Existing Letter of Credit; (vi) Any failure, omission, delay or lack on the part of the Agent or any Bank Lender or any party to any of the Letter of Credit Documents to enforce, assert or exercise any right, power or remedy conferred upon the Agent, Bank One any Bank Lender or any such party under this Agreement or any of the Letter of Credit Documents, or any other acts or omissions on the part of the Agent, any Bank Lender or any such party; or (vii) Any other event or circumstance that would, in the absence of this clause, result in the release or discharge by operation of law or otherwise of the Borrowers Company from the performance or observance of any obligation, covenant or agreement contained in this Section 3.3. - 45 - No setoff, counterclaim, reduction or diminution of any obligation or any defense of any kind or nature which the Borrowers have Company has or may have against the beneficiary of any Letter of Credit or Existing Letter of Credit shall be available hereunder to the Borrowers Company against the Agent Agent, Bank One or any BankLender. Nothing in this Section 3.3 shall limit the liability, if any, of the Borrowers Revolving Lenders to the Banks Company pursuant to Section 10.5(b3.3(c). (c) The Company hereby indemnifies and agrees to hold harmless the Lenders, the Agent, Bank One and their respective officers, directors, employees and agents, harmless from and against any and all claims, damages, losses, liabilities, costs or expenses of any kind or nature whatsoever which the Lenders, the Agent, Bank One or any such Person may incur or which may be claimed against any of them by reason of or in connection with any Letter of Credit or Existing Letter of Credit, and neither any Lender, the Agent, Bank One nor any of their respective officers, directors, employees or agents shall be liable or responsible for: (i) the use which may be made of any Letter of Credit or Existing Letter of Credit or for any acts or omissions of any beneficiary in connection therewith; (ii) the validity, sufficiency or genuineness of documents or of any endorsement thereon, even if such documents should in fact prove to be in any or all respects invalid, insufficient, fraudulent or forged; (iii) payment by the Agent or Bank One to the beneficiary under any Letter of Credit or Existing Letter of Credit against presentation of documents which do not comply with the terms of such Letter of Credit or Existing Letter of Credit, including failure of any documents to bear any reference or adequate reference to such Letter of Credit or Existing Letter of Credit; (iv) any error, omission interruption or delay in transmission, dispatch or delivery of any message or advice, however transmitted, in connection with any Letter of Credit or Existing Letter of Credit; or (v) any other event or circumstance whatsoever arising in connection with any Letter of Credit or Existing Letter of Credit; provided, however, that the Company shall not be required to indemnify the Lenders, the Agent, Bank One and such other Persons, and the Agent, Bank One and the Revolving Lenders shall be severally liable to the Company to the extent, but only to the extent, of any direct, as opposed to consequential or incidental, damages suffered by the Company which were caused by (A) the Agent's (or Bank One's) wrongful dishonor of any Letter of Credit or Existing Letter of Credit after the presentation to it by the beneficiary thereunder of a draft or other demand for payment and other documentation strictly complying with the terms and conditions of such Letter of Credit or Existing Letter of Credit, or (B) the payment by the Agent (or Bank One) to the beneficiary under any Letter of Credit or Existing Letter of Credit against presentation of documents which do not comply with the terms of the Letter of Credit or Existing Letter of Credit to the extent, but only to the extent, that such payment constitutes gross negligence or wilful misconduct of the Agent (or Bank One, as applicable), provided that none of the Agent, Bank One, any Lender holding a Revolving Commitment or any such Person shall have the right to be indemnified hereunder for its own gross negligence or wilful misconduct as determined by a court of competent jurisdiction. It is understood that in making any payment under a Letter of Credit or Existing Letter of Credit the Agent or Bank One will rely on documents presented to it under such Letter of Credit or Existing Letter of Credit as to any and all matters set forth therein without further investigation and regardless of any notice or information to the contrary, and such reliance and payment against documents presented under a Letter of Credit or Existing Letter of Credit substantially complying with the terms thereof shall not be deemed gross negligence or wilful misconduct of the Agent or Bank One in connection with such payment. It is further acknowledged and agreed that the Company may have rights against the beneficiary or others in connection with any Letter of Credit or Existing Letter of Credit with respect to which the Revolving Lenders, Bank One or the Agent are alleged to be liable and it shall be a precondition of the assertion of any liability of the Revolving Lenders, Bank One or the Agent under this Section that the Company shall first have exhausted all remedies in respect of the alleged loss against such beneficiary and any other parties obligated or liable in connection with such Letter of Credit or Existing Letter of Credit and any related transactions.

Letter of Credit Reimbursement Payments. (i) The Borrowers agree Company agrees to pay to the AgentBank, on the day on which the Agent Bank shall honor a draft or other demand for payment presented or made under any Letter of Credit, an amount equal to the amount paid by the Agent Bank in respect of such draft or other demand under such Letter of Credit and all expenses paid or incurred by the Agent Bank relative thereto. Unless the Borrowers Company shall have made such payment to the Agent Bank on such day, upon each such payment by the AgentBank, the Agent Bank shall be deemed to have disbursed to the BorrowersCompany, and the Borrowers Company shall be deemed to have elected to satisfy the its reimbursement obligation by borrowingby, a Revolving Credit Loan bearing interest at the Floating Rate for the account of the Banks in an amount equal to the amount so paid by the Agent Bank in respect of such draft or other demand under such Letter of Credit. Such Revolving Credit Loan shall be disbursed, and each Bank shall advance its Pro Rata Share thereof, disbursed notwithstanding any failure to satisfy any conditions for disbursement of any Loan set forth in Article III or any other condition II hereof and, to the extent of the Revolving Credit Loan so disbursed, the reimbursement obligation of the Borrowers Company under this Section 3.3 shall be deemed satisfied; provided, however, that such disbursement nothing in this Section 3.3 shall not be deemed to be constitute a waiver of any Default or Event of Default caused by the failure to the conditions for disbursement or Default, if anyotherwise. (ii) If If, for any reason (including without limitation as a result of the occurrence of an Event of Default with respect to the Company pursuant to Section 6.1(h)), Floating Rate Loans may not be made by the Banks Bank as described in Section 3.3(a)(i), then (A) the Borrowers agree Company agrees that each reimbursement amount not paid pursuant to the first sentence of Section 3.3(a)(i) shall bear interest, payable on demand by the AgentBank, at the interest rate then applicable to Floating Rate Loans, and (B) effective on the date each such Floating Rate Loan would otherwise have been made, each Bank severally agrees that it shall unconditionally and irrevocably, without regard to the occurrence of any Default or Event of Default, in lieu of a deemed disbursement of Loans, to the extent of such Bank's Pro Rata Share, purchase a participating interest in each reimbursement amount. Each Bank will immediately transfer to the Agent, in same day funds, the amount of its participation. Each Bank shall share in accordance with its Pro Rata Share (calculated by reference to the Commitments) in any interest which accrues thereon and in all repayments thereof. If and to the extent that any Bank shall not have so made the amount of such participating interest available to the Agent, such Bank and the Borrowers agree to pay to the Agent forthwith on demand such amount together with interest thereon, for each day from the date of demand by the Agent until the date such amount is paid to the Agent, at (x) in the case of the Borrowers, the interest rate then applicable to Floating Rate Loans and (y) in the case of such Bank, the Federal Funds Rate for the first five days, and thereafter the interest rate applicable to Floating Rate Loans. (b) The reimbursement obligations obligation of the Borrowers Company under this Section 3.3 shall be absolute, unconditional and irrevocable and shall remain in full force and effect until all obligations of the Borrowers Company to the Agent and the Banks Bank hereunder shall have been satisfied, and such obligations of the Borrowers Company shall not be affected, modified or impaired upon the happening of any event, including without limitation, any of the following, whether or not with notice to, or the consent of, the BorrowersCompany: (i) Any lack of validity or enforceability of any Letter of Credit or any documentation relating to any Letter of Credit or to any transaction related in any way to such Letter of Credit (the "“Letter of Credit Documents"”); (ii) Any amendment, modification, waiver or waiver, consent, or any substitution, exchange or release of or failure to perfect any interest in collateral or security, with respect to any of the Letter of Credit Documents.; (iii) The existence of any claim, setoff, defense or other right which the Borrowers Company may have at any time against any beneficiary or any transferee of any Letter of Credit (or any persons or entities for whom any such beneficiary or any such transferee may be acting), the Agent or any Bank or any other person or entity, whether in connection with any of the Letter of Credit Documents, the transactions contemplated herein or therein or any unrelated transactions; (iv) Any draft or other statement or document presented under any Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; (v) Payment by the Agent Bank to the beneficiary under any Letter of Credit against presentation of documents which do not comply with the terms of the Letter of Credit, including failure of any documents to bear any reference or adequate reference to such Letter of Credit; (vi) Any failure, omission, delay or lack on the part of the Agent or any Bank or any party to any of the Letter of Credit Documents to enforce, assert or exercise any right, power or remedy conferred upon the Agent, any Bank or any such party under this Agreement or any of the Letter of Credit Documents, or any other acts or omissions on the part of the Agent, any Bank or any such party; or (vii) Any other event or circumstance that would, in the absence of this clause, result in the release or discharge by operation of law or otherwise of the Borrowers Company from the performance or observance of any obligation, covenant or agreement contained in this Section 3.3. No setoff, counterclaim, reduction or diminution of any obligation or any defense of any kind or nature which the Borrowers have Company has or may have against the beneficiary of any Letter of Credit shall be available hereunder to the Borrowers Company against the Agent or any Bank. Nothing in this Section 3.3 shall limit the liability, if any, of the Borrowers Bank to the Banks Company pursuant to Section 10.5(b)7.5.