Common use of Payment of Amounts Drawn Under Letters of Credit Clause in Contracts

Payment of Amounts Drawn Under Letters of Credit. In the event of any request for drawing under any Letter of Credit by the beneficiary thereof, the Issuing Bank shall notify the Applicable Borrower and the Administrative Agent on or before the date on which such Issuing Bank intends to honor such drawing, and the Applicable Borrower shall reimburse such Issuing Bank on the day on which such drawing is honored in an amount in same day funds equal to the amount of and in the same currency as such drawing; provided that, anything contained in this Agreement to the contrary notwithstanding, (i) unless the Applicable Borrower shall have notified the Administrative Agent and such Issuing Bank prior to Noon (New York time) on the Business Day of the date of such drawing that the Applicable Borrower intends to reimburse such Issuing Bank for the amount of such drawing with funds other than the proceeds of Revolving Loans, the Applicable Borrower shall be deemed to have timely given a Notice of Borrowing to the Administrative Agent requesting the Banks having Revolving Loan Commitments to make Revolving Loans that are Base Rate Loans on the Business Day following the date on which such drawing is honored in an amount equal to the Dollar Equivalent amount of such drawing, and (ii) the Banks shall, on the date of such drawing, make Revolving Loans that are Base Rate Loans in the amount of such drawing, the proceeds of which shall be applied directly by the Administrative Agent to reimburse such Issuing Bank for the Dollar Equivalent amount of such drawing; and further provided that if, for any reason, proceeds of Revolving Loans are not received by such Issuing Bank on such date in an amount equal to the amount of such drawing, such Issuing Bank shall be entitled to reimbursement in accordance with Section 1.04, on the Business Day (which shall be a business day under the laws of the jurisdiction of such Issuing Bank) immediately following the date of such drawing, in an amount in same day funds equal to the excess of the amount of such drawing over the amount of such Revolving Loans, if any, that are so received, plus accrued interest on such amount at the rate set forth in Section 1.13(f)(1)(i).

Payment of Amounts Drawn Under Letters of Credit. In the event of any request for drawing under any Letter of Credit by the beneficiary thereof, the Issuing Bank shall notify Agent, which shall notify the Applicable Borrower and for whose account the Administrative Agent Letter of Credit was issued of such draw, not later than 12:00 Noon, Chicago time, on or before the Business Day immediately prior to the date on which such the Issuing Bank intends to honor such drawing, . Such Borrower shall give notice to be received by Agent and the Applicable Borrower shall reimburse such Issuing Bank not later than 2:00 P.M., Chicago time, on the day on which such drawing is honored in an amount in same day funds equal to the amount of and in the same currency as such drawing; provided that, anything contained in this Agreement to the contrary notwithstanding, (i) unless the Applicable Borrower shall have notified the Administrative Agent and such Issuing Bank prior to Noon (New York time) on the Business Day of the date of such drawing that the Applicable Borrower if it intends to reimburse such the Issuing Bank for the amount of such drawing with funds other than the proceeds of Revolving Loans. Such notice from a Borrower shall be irrevocable and, if given, such Borrower shall reimburse the Applicable Issuing Bank not later than the close of business Chicago time on the day on which such drawing is honored in an amount in immediately available funds equal to the amount of such drawing. If Agent shall not have timely received such notice (i) such Borrower shall be deemed to have timely given a Notice of Borrowing to the Administrative Agent requesting the Banks having Revolving Loan Commitments to make Revolving Loans that are a Base Rate Loans Advance on the Business Day following the date on which such drawing is honored in an amount equal to the Dollar Equivalent amount of such drawing, drawing and (ii) subject to satisfaction or waiver of the Banks conditions specified in Section 2 hereof and the other terms and conditions of Advances contained herein, the Lenders shall, on the date of such drawing, make Revolving Loans that are Base Rate Loans in the amount of such drawing, the proceeds of which shall be applied directly by the Administrative Agent to reimburse such the Issuing Bank for the Dollar Equivalent amount of such drawing; and further provided that if, drawing or payment. If for any reason, proceeds of such Revolving Loans are not received by such the Issuing Bank on such date in an amount equal to the amount of such drawing, such Issuing Bank Borrower shall be entitled obligated to reimbursement in accordance with Section 1.04and shall reimburse the Issuing Bank, on the Business Day (which shall be a business day (under the laws of the jurisdiction of such the Issuing Bank) immediately following the date of such drawing, in an amount in same day immediately available funds equal to the excess of the amount of such drawing over the amount of such Revolving Loans, if any, that which are so received, plus accrued interest on such amount at the rate set forth in Section 1.13(f)(1)(i)Subsection 2.21(A) hereof for Base Rate Advances on the Revolving Loans.

Payment of Amounts Drawn Under Letters of Credit. In The Borrower acknowledges that the event Lender, as co-applicant, will be liable to the Issuer of any request Letter of Credit for drawing reimbursement of any and all draws thereunder and all other amounts required to be paid under the applicable L/C Application. Accordingly, the Borrower agrees to pay to the Lender any and all amounts required to be paid under the applicable L/C Application, when and as required to be paid thereby, and the amounts designated below, when and as designated: (a) The Borrower hereby agrees to pay the Lender on the day a draft is honored under any Letter of Credit a sum equal to all amounts drawn under such Letter of Credit plus any and all reasonable charges and expenses that the Issuer or the Lender may pay or incur relative to such draw, plus interest on all such amounts, charges and expenses as set forth below (all such amounts are hereinafter referred to, collectively, as the "Obligation of Reimbursement"). (b) The Borrower hereby agrees to pay the Lender on demand interest on all amounts, charges and expenses payable by the beneficiary thereofBorrower to the Lender under this Section 2.4, accrued from the date any such draft, charge or expense is paid by the Issuer until payment in full by the Borrower at the Default Rate. If the Borrower fails to pay to the Lender promptly the amount of its Obligation of Reimbursement in accordance with the terms hereof and the L/C Application pursuant to which such Letter of Credit was issued, the Issuing Bank shall notify the Applicable Borrower Lender is hereby irrevocably authorized and the Administrative Agent on or before the date on which such Issuing Bank intends directed, in its sole discretion, to honor such drawing, and the Applicable Borrower shall reimburse such Issuing Bank on the day on which such drawing is honored make an Advance in an amount in same day funds equal sufficient to discharge the amount Obligation of and in Reimbursement, including all interest accrued thereon but unpaid at the same currency as time of such drawing; provided thatAdvance, anything contained in this Agreement to the contrary notwithstanding, (i) unless the Applicable Borrower shall have notified the Administrative Agent and such Issuing Bank prior to Noon (New York time) on the Business Day of the date of such drawing that the Applicable Borrower intends to reimburse such Issuing Bank for the amount of such drawing with funds other than the proceeds of Revolving Loans, the Applicable Borrower Advance shall be deemed to have timely given a Notice of Borrowing to the Administrative Agent requesting the Banks having Revolving Loan Commitments to make Revolving Loans that are Base Rate Loans on the Business Day following the date on which such drawing is honored in an amount equal to the Dollar Equivalent amount of such drawing, and (ii) the Banks shall, on the date of such drawing, make Revolving Loans that are Base Rate Loans in the amount of such drawing, the proceeds of which shall be applied directly evidenced by the Administrative Agent to reimburse such Issuing Bank for the Dollar Equivalent amount of such drawing; Note and further shall bear interest as provided that if, for any reason, proceeds of Revolving Loans are not received by such Issuing Bank on such date in an amount equal to the amount of such drawing, such Issuing Bank shall be entitled to reimbursement in accordance with Section 1.04, on the Business Day (which shall be a business day under the laws of the jurisdiction of such Issuing Bank) immediately following the date of such drawing, in an amount in same day funds equal to the excess of the amount of such drawing over the amount of such Revolving Loans, if any, that are so received, plus accrued interest on such amount at the rate set forth in Section 1.13(f)(1)(i)2.8 hereof.

Payment of Amounts Drawn Under Letters of Credit. In the event of any request for drawing under any Letter of Credit by the beneficiary thereof, the Issuing Bank Lender shall notify the Applicable Borrower Borrowers and the Administrative Agent on or before the date on which such Issuing Bank intends to honor such drawing, and the Applicable Borrower Borrowers shall reimburse such Issuing Bank Lender on the day on which such drawing is honored in an amount in same day funds equal to the amount of and in the same currency as such drawing; provided thatthat (1) if sufficient funds are then in the Letter of Credit Cash Collateral Account to reimburse Lender in full for the amount of such drawing, anything contained in this Agreement Lender shall reimburse itself by debiting such amount necessary to reimburse Lender from the contrary notwithstandingLetter of Credit Cash Collateral Account, (i2) if the funds then in the Letter of Credit Cash Collateral Account are insufficient to reimburse Lender in full for the amount of such drawing, Lender shall debit the Letter of Credit Cash Collateral Account in the amount thereof and the unreimbursed balance of such drawing shall be reimbursed in accordance with clause (3) below, and (3) if there are no funds (or insufficient funds) then in the Letter of Credit Cash Collateral Account then unless the Applicable Borrower Borrowers shall have notified the Administrative Agent and such Issuing Bank Lender prior to Noon (New York time) 11:00 A.M. on the Business Day of the date of such drawing that the Applicable Borrower intends Borrowers intend to reimburse such Issuing Bank Lender for the amount of such drawing with funds other than the proceeds of Revolving Loansthe Advances, the Applicable Borrower Borrowers shall be deemed to have timely given a Notice of Borrowing notice to the Administrative Agent Lender requesting the Banks having Revolving Loan Commitments it to make Revolving Loans that are Base Rate Loans an Advance in accordance with Section 2.1 on the Business Day following the date day on which such drawing is honored (the "Reimbursement Date") in an amount equal to the Dollar Equivalent amount of such drawing, and (ii) the Banks shall, on the date of such drawing, make Revolving Loans that are Base Rate Loans in the amount of such drawing, the proceeds of which shall be applied directly by the Administrative Agent to reimburse such Issuing Bank for the Dollar Equivalent amount of such drawing; and further provided that if, for any reason, proceeds of Revolving Loans are not received by such Issuing Bank on such date in an aggregate amount equal to the amount of such drawing, such Issuing Bank shall be entitled to reimbursement in accordance with Section 1.04, on drawing less the Business Day (which shall be a business day under the laws of the jurisdiction of such Issuing Bank) immediately following the date of such drawing, in an amount in same day funds equal to the excess of the amount of such drawing over the amount of such Revolving Loansamount, if any, that are so received, plus accrued interest on such amount at the rate set forth in Section 1.13(f)(1)(i)remitted to Lender pursuant to clause (2) above.

Payment of Amounts Drawn Under Letters of Credit. (a) In the event of any request for a drawing under any Letter of Credit by the beneficiary thereof, the Issuing Bank Issuer shall notify the Applicable Borrower and Company, the Administrative Agent and the Lenders on or before the date on which such Issuing Bank the Issuer intends to honor such drawing, and the Applicable Borrower Company shall reimburse such Issuing Bank the Issuer on the day on which such drawing is honored (the "Disbursement Date") in an amount amount, in same day funds equal to the amount of and in the same currency as such drawing; provided thatfunds, anything contained in this Agreement to the contrary notwithstanding, (i) unless the Applicable Borrower shall have notified the Administrative Agent and such Issuing Bank prior to Noon (New York time) on the Business Day of the date of such drawing that the Applicable Borrower intends to reimburse such Issuing Bank for the amount of such drawing with funds other than the proceeds of Revolving Loans, the Applicable Borrower shall be deemed to have timely given a Notice of Borrowing to the Administrative Agent requesting the Banks having Revolving Loan Commitments to make Revolving Loans that are Base Rate Loans on the Business Day following the date on which such drawing is honored in an amount equal to the Dollar Equivalent amount of such drawing, and (ii) the Banks shall, on the date of such drawing, make Revolving Loans that are Base Rate Loans in the amount of such drawing, the proceeds of which shall be applied directly by the Administrative Agent to reimburse such Issuing Bank for the Dollar Equivalent amount of such drawing; and further provided that if, for any reason, proceeds of Revolving Loans are not received by such Issuing Bank on such date in an amount equal to the amount of such drawingdrawing (a "Reimbursement Obligation"). To the extent a Reimbursement Obligation is not paid in full to the Issuer by the Company on the Disbursement Date, such Issuing Bank Reimbursement Obligation shall be entitled accrue interest at the Base Rate plus the Base Rate Margin for two Business Days and thereafter (but only to reimbursement in accordance with Section 1.04the extent permitted by law, on the Business Day interest (which shall be after as well as before judgment)) at a business day under the laws of the jurisdiction of such Issuing Bank) immediately following the date of such drawing, in an amount in same day funds rate per annum equal to the Base Rate plus the Base Rate Margin plus an additional margin of 2%. (b) Notwithstanding any provision of this Agreement to the contrary, to the extent that any Letter of Credit or portion thereof remains outstanding on the Termination Date, for any reason whatsoever, the parties hereto hereby agree that the beneficiary or beneficiaries thereof shall be deemed to have made a drawing of all available amounts pursuant to such Letters of Credit in excess of the balance in the Cash Collateral Account on the Termination Date which amount of such drawing over shall be paid by the amount of such Revolving Loans, if any, that are so received, plus accrued interest on such amount at Company to and held by the rate Administrative Agent as cash collateral subject to the terms set forth in Section 1.13(f)(1)(i)the Cash Collateral Agreement for its remaining obligations pursuant to such Letters of Credit. (c) As between the Company and the Issuer, the Company assumes all risk of the acts and omissions of, or misuse of, the Letters of Credit issued by the Issuer, by the respective beneficiaries of such Letters of Credit, other than losses resulting from the gross negligence and willful misconduct of the Issuer. In furtherance and not in limitation of the foregoing but subject to the exception for the Issuer's gross negligence or willful misconduct set forth above, the Issuer shall not be responsible (i) for the form, validity, sufficiency, accuracy, genuineness or legal effect of any document submitted by any party in connection with the application for and issuance of such Letters of Credit, even if it should in fact prove to be in any or all respects insufficient, inaccurate, fraudulent or forged or otherwise invalid; (ii) for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign any such Letter of Credit or the rights or benefits thereunder or proceeds thereof in whole or in part which may prove to be invalid or ineffective for any reason; (iii) for failure of the beneficiary of any such Letter of Credit to comply fully with the conditions required in order to draw upon such Letter of Credit; (iv) for errors, omissions, interruptions or delays in transmission or delivery of any messages, by mail, cable, telegraph, telex, telecopy or otherwise; (v) for good faith errors in interpretation of technical terms; (vi) for any loss or delay in the transmission or otherwise of any document required in order to make a drawing under any such Letter of Credit or the proceeds thereof; (vii) for the misapplication by the beneficiary of any such Letter of Credit; and (viii) for any consequences arising from causes beyond the control of the Issuer.

Payment of Amounts Drawn Under Letters of Credit. (a) In the event of any request for a drawing under any Letter of Credit by the beneficiary thereof, the Issuing Bank Agent shall notify the Applicable Borrower Intermet and the Administrative Agent Lenders on or before the date on which such Issuing Bank the Agent intends to honor such drawing, and the Applicable Borrower Intermet shall reimburse such Issuing Bank the Agent on the day on which such drawing is honored in an amount amount, in same day funds equal to the amount of and in the same currency as such drawing; provided thatfunds, anything contained in this Agreement to the contrary notwithstanding, (i) unless the Applicable Borrower shall have notified the Administrative Agent and such Issuing Bank prior to Noon (New York time) on the Business Day of the date of such drawing that the Applicable Borrower intends to reimburse such Issuing Bank for the amount of such drawing with funds other than the proceeds of Revolving Loans, the Applicable Borrower shall be deemed to have timely given a Notice of Borrowing to the Administrative Agent requesting the Banks having Revolving Loan Commitments to make Revolving Loans that are Base Rate Loans on the Business Day following the date on which such drawing is honored in an amount equal to the Dollar Equivalent amount of such drawing, and (ii) the Banks shall, on the date of such drawing, make Revolving Loans that are Base Rate Loans in the amount of such drawing, the proceeds of which shall be applied directly by the Administrative Agent to reimburse such Issuing Bank for the Dollar Equivalent amount of such drawing; and further provided that if, for any reason, proceeds of Revolving Loans are not received by such Issuing Bank on such date in an amount equal to the amount of such drawing. (b) Notwithstanding any provision of this Agreement to the contrary, such Issuing Bank to the extent that any Letter of Credit or portion thereof remains outstanding on the Maturity Date, for any reason whatsoever, the parties hereto hereby agree that the beneficiary or beneficiaries thereof shall be entitled deemed to reimbursement in accordance with Section 1.04, have made a drawing of all available amounts pursuant to such Letters of Credit on the Business Day (Maturity Date which amount shall be a business day under held by the laws Agent as cash collateral for its remaining obligations pursuant to such Letters of Credit. (c) As between Intermet and the Agent, Intermet assumes all risk of the jurisdiction acts and omissions of, or misuse of, the Letters of Credit issued by the Agent, by the respective beneficiaries of such Issuing BankLetters of Credit, other than losses resulting from the gross negligence and willful misconduct of the Agent. In furtherance and not in limitation of the foregoing but subject to the exception for the Agent's gross negligence or willful misconduct set forth above, the Agent shall not be responsible (i) immediately following for the date form, validity, sufficiency, accuracy, genuineness or legal effect of any document submitted by any party in connection with the application for and issuance of such drawingLetters of Credit, even if it should in an amount fact prove to be in same day funds equal any or all respects insufficient, inaccurate, fraudulent or forged or otherwise invalid; (ii) for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign any such Letter of Credit or the excess rights or benefits thereunder or proceeds thereof in whole or in part which may prove to be invalid or ineffective for any reason; (iii) for failure of the amount beneficiary of any such Letter of Credit to comply fully with the conditions required in order to draw upon such Letter of Credit; (iv) for errors, omissions, interruptions or delays in transmission or delivery of any messages, by mail, cable, telegraph, telex, telecopy or otherwise; (v) for good faith errors in interpretation of technical terms; (vi) for any loss or delay in the transmission or otherwise of any document required in order to make a drawing over under any such Letter of Credit or the amount proceeds thereof; (vii) for the misapplication by the beneficiary of any such Revolving Loans, if any, that are so received, plus accrued interest on such amount at Letter of Credit; and (viii) for any consequences arising from causes beyond the rate set forth in Section 1.13(f)(1)(i)control of the Agent.

Payment of Amounts Drawn Under Letters of Credit. In the event of any request for drawing under any (1) The Fronting Letter of Credit by the beneficiary thereof, the Issuing Bank Lender shall notify the Applicable applicable Borrower and with notice to the Administrative Agent on or before the date on which such Issuing Bank the Fronting Letter of Credit Lender intends to honor honour any drawing under a Letter of Credit. (2) In respect of each Letter of Credit, unless, (i) on the date of such drawing, and the Applicable applicable Borrower shall reimburse such Issuing Bank on has in response to a demand from the Fronting Letter of Credit Lender deposited, in the same day on which such drawing is honored in funds, to the applicable Borrower’s Account an amount in same day funds equal to the amount of and in the same currency as such drawing; provided that, anything contained in this Agreement to the contrary notwithstanding, then (i) unless the Applicable Borrower shall have notified the Administrative Agent and such Issuing Bank prior to Noon (New York time) on the Business Day of the date of such drawing that the Applicable Borrower intends to reimburse such Issuing Bank for the amount of such drawing with funds other than the proceeds of Revolving Loans, the Applicable applicable Borrower shall be deemed to have timely given a Borrowing Notice of Borrowing to the Administrative Agent Agent, requesting the Banks having Revolving Loan Commitments to make Revolving Loans that are a Canadian Prime Rate Advance, Base Rate Loans (Canada) Advance or Base Rate (United States) Advance, as applicable, under the Credit Facility, and as determined by the Agent acting reasonably, based upon the amount required on the Business Day following the date on which such drawing is honored honoured in an amount equal to the Dollar Equivalent amount of such drawing, drawing (and the obligations in respect of any Letter of Credit denominated in a currency other than Canadian Dollars or U.S. Dollars shall be converted to U.S. Dollars for purposes hereof based on the Equivalent Amount thereof in U.S. Dollars); (ii) the Banks Lenders shall, on the date of such drawing, make Revolving Loans that are such Canadian Prime Rate Advance, Base Rate Loans in (Canada) Advance or Base Rate (United States) Advance, as applicable, rateably under the Credit Facility, as applicable; and (iii) the Agent shall pay the proceeds thereof to the Fronting Letter of Credit Xxxxxx as reimbursement for the amount of such drawing. The Agent shall promptly notify the applicable Borrower of any such Canadian Prime Rate Advance, the proceeds of which Base Rate (Canada) Advance or Base Rate (United States) Advance, as applicable. (3) Each Lender, as applicable, shall be applied directly by required to make its rateable portion of the Administrative Agent Advances referred to reimburse such Issuing Bank for the Dollar Equivalent amount of such drawing; and further provided that ifin Section 4.05(2) notwithstanding, for any reason, proceeds of Revolving Loans are not received by such Issuing Bank on such date in an amount equal to (i) the amount of such drawing, such Issuing Bank shall be entitled to reimbursement the Borrowing may not comply with the minimum amount for Borrowings otherwise required under this Agreement; (ii) that the conditions specified in accordance with Section 1.04, on the Business Day Article 6 are not then satisfied; (which shall be iii) that a business day under the laws Default or Event of the jurisdiction of such Issuing BankDefault has occurred and is continuing; (iv) immediately following the date of such drawing, in an amount in same day funds equal to the excess Borrowing; (v) any reduction of the amount Commitment after any Letter of Credit was issued by the Fronting Letter of Credit Lender; or (vi) the Accommodations Outstanding under the Credit Facility after giving effect to such drawing over Advances would exceed the amount of such Revolving Loans, if any, that are so received, plus accrued interest on such amount at the rate set forth in Section 1.13(f)(1)(i)Commitment.

Payment of Amounts Drawn Under Letters of Credit. In the event of any request for drawing Draws under any Letter of Credit by shall be reimbursed to the beneficiary thereof, Lender in accordance with the Issuing Bank shall notify applicable L/C Application and as follows: (a) The Borrower hereby agrees to pay the Applicable Borrower and the Administrative Agent on or before the date on which such Issuing Bank intends to honor such drawing, and the Applicable Borrower shall reimburse such Issuing Bank Lender on the day a draft is honored under any Letter of Credit a sum equal to all amounts drawn under such Letter of Credit plus any and all reasonable charges and expenses that the Lender may pay or incur relative to such draw, plus interest on all such amounts, accruing from the date such draft is honored through and including the date of payment by the Borrower at the interest rate then applicable to Advances hereunder, charges and expenses as set forth below (all such amounts are hereinafter referred to, collectively, as the "Obligation of Reimbursement"). (b) The Borrower hereby agrees to pay the Lender on demand interest on all amounts, charges and expenses payable by the Borrower to the Lender under this Section 2.16, accrued from the date any such draft, charge or expense is paid by the Lender until payment in full by the Borrower at the Default Rate. If the Borrower fails to pay to the Lender promptly the amount of its Obligation of Reimbursement in accordance with the terms hereof and the L/C Application pursuant to which such drawing Letter of Credit was issued, the Lender is honored hereby irrevocably authorized and directed, in its sole discretion, to make an Advance in an amount in same day funds equal sufficient to discharge the amount Obligation of and in Reimbursement, including all interest accrued thereon but unpaid at the same currency as time of such drawing; provided thatAdvance, anything contained in this Agreement to the contrary notwithstanding, (i) unless the Applicable Borrower shall have notified the Administrative Agent and such Issuing Bank prior to Noon (New York time) on the Business Day of the date of such drawing that the Applicable Borrower intends to reimburse such Issuing Bank for the amount of such drawing with funds other than the proceeds of Revolving Loans, the Applicable Borrower Advance shall be deemed to have timely given a Notice of Borrowing to the Administrative Agent requesting the Banks having Revolving Loan Commitments to make Revolving Loans that are Base Rate Loans on the Business Day following the date on which such drawing is honored in an amount equal to the Dollar Equivalent amount of such drawing, and (ii) the Banks shall, on the date of such drawing, make Revolving Loans that are Base Rate Loans in the amount of such drawing, the proceeds of which shall be applied directly evidenced by the Administrative Agent to reimburse such Issuing Bank for the Dollar Equivalent amount of such drawing; Revolving Note and further shall bear interest as provided that if, for any reason, proceeds of Revolving Loans are not received by such Issuing Bank on such date in an amount equal to the amount of such drawing, such Issuing Bank shall be entitled to reimbursement in accordance with Section 1.04, on the Business Day (which shall be a business day under the laws of the jurisdiction of such Issuing Bank) immediately following the date of such drawing, in an amount in same day funds equal to the excess of the amount of such drawing over the amount of such Revolving Loans, if any, that are so received, plus accrued interest on such amount at the rate set forth in Section 1.13(f)(1)(i)therein.

Payment of Amounts Drawn Under Letters of Credit. In the event of any request for drawing under any Letter of Credit by the beneficiary thereof, the Issuing Bank shall notify the Applicable Borrower and the Administrative Agent on or before the date on which such Issuing Bank intends to honor such drawing, and the Applicable Borrower shall reimburse such Issuing Bank on the day on which such drawing is honored in an amount in same day funds equal to the amount of and in the same currency as such drawing; provided : PROVIDED that, anything contained in this Agreement to the contrary notwithstanding, (i) unless the Applicable Borrower shall have notified the Administrative Agent and such Issuing Bank prior to Noon 1:00 p.m. (New York time) on the Business Day of the date of such drawing that the Applicable Borrower intends to reimburse such Issuing Bank for the amount of such drawing with funds other than the proceeds of Revolving Loans, the Applicable Borrower shall be deemed to have timely given a Notice of Borrowing to the Administrative Agent requesting the Banks having Revolving Loan Commitments to make Revolving Loans or Supplemental Revolving Loans, as the case may be, that are Base Rate Loans on the Business Day following the date on which such drawing is honored in an amount equal to the Dollar Equivalent amount of such drawing, and (ii) subject to availability under the Borrowing Base, the Banks shall, on the date of such drawing, make Revolving Loans or Supplemental Revolving Loans, as the case may be, that are Base Rate Loans in the amount of such drawing, the proceeds of which shall be applied directly by the Administrative Agent to reimburse such Issuing Bank for the Dollar Equivalent amount of such drawing; and further provided PROVIDED FURTHER that if, if for any reason, proceeds of Revolving Loans or Supplemental Revolving Loans, as the case may be, are not received by made to so reimburse such Issuing Bank on such date in an amount equal to the amount of such drawing, the Borrower shall reimburse such Issuing Bank shall be entitled to reimbursement in accordance with Section 1.04Bank, on the within one Business Day (which shall be a business day under the laws of the jurisdiction of such Issuing Bank) immediately following the date receipt of notice from the Administrative Agent that such drawingRevolving Loans or Supplemental Revolving Loans, as the case may be, have not been made, in an amount in same day funds equal to the excess of the amount of such drawing over the amount of such Revolving Loans or Supplemental Revolving Loans, as the case may be, if any, that are so received, plus accrued interest on such amount at the rate set forth in Section 1.13(f)(1)(i1.13(f)(i)(A).

Payment of Amounts Drawn Under Letters of Credit. In Upon receipt by the event Issuing Bank of any request for drawing under any its Letter of Credit by the beneficiary thereof, the Issuing Bank shall notify the Applicable Borrower and the Administrative Agent on or before promptly after its receipt of notice of any such request, and in any event at least two (2) Business Days prior to the date on which such the Issuing Bank intends to honor such drawing (unless under the terms of the Letter of Credit the Issuing Bank is required to honor a drawing prior to the second Business Day after presentation of a request for drawing, in which case the Issuing Bank shall provide Borrower and Agent with such notice of such request as may be practicable under the Applicable circumstances). Agent shall provide each Lender with a true and complete copy of such notice within one (1) Business Day of Agent's receipt of the same. Borrower shall shall, and hereby covenants and agrees to, reimburse such the Issuing Bank on the day on which such drawing is honored in an amount amount, in same day funds immediately available funds, equal to the amount of and in the same currency as such drawing; provided that, anything contained in this Agreement to the contrary notwithstanding, PROVIDED that (i) unless the Applicable Borrower shall have notified the Administrative Agent and such Issuing Bank prior to Noon 11:00 A.M. (New York Cleveland time) on the Business Day of immediately prior to the date of such drawing that the Applicable Borrower intends to reimburse such the Issuing Bank for the amount of such drawing with funds other than the proceeds of Revolving Loans, the Applicable Borrower shall be deemed to have timely given a Notice of Borrowing Request for Advance to the Administrative Agent requesting the Banks having Revolving Loan Commitments to make Revolving Loans that are a Base Rate Loans Loan on the Business Day following the date on which such drawing is honored honored, in an amount equal to the Dollar Equivalent amount of such drawing, ; and (ii) the Banks Lenders shall, on the date of such drawing, make Revolving Loans that are Base Rate Loans in the amount of such drawing, the proceeds of which shall be applied directly by the Administrative Agent to reimburse such the Issuing Bank for the Dollar Equivalent amount of such drawing; and further provided PROVIDED FURTHER, that if, if for any reason, reason proceeds of Revolving such Loans are not received by such the Issuing Bank on such date in an amount equal to the amount of such drawing, such Borrower shall reimburse the Issuing Bank shall be entitled to reimbursement in accordance with Section 1.04Bank, on the next Business Day (which shall be a business day under the laws of the jurisdiction of such Issuing Bank) immediately following the date of such drawingDay, in an amount in same day funds equal to the excess of the amount of such drawing over the amount of such Revolving Loans, if any, that Loans which are so actually received, plus accrued interest on such amount at the rate set forth in Section 1.13(f)(1)(i)Default Interest Rate.

Payment of Amounts Drawn Under Letters of Credit. (a) In the event of any request for a drawing under any Letter of Credit by the beneficiary thereof, the Issuing Bank Issuer shall notify the Applicable Borrower and Borrower, the Administrative Agent and the Lenders on or before the date on which such Issuing Bank the Issuer intends to honor such drawing, and the Applicable Borrower shall reimburse such Issuing Bank the Issuer on the day on which such drawing is honored in an amount amount, in same day funds equal to the amount of and in the same currency as such drawing; provided thatfunds, anything contained in this Agreement to the contrary notwithstanding, (i) unless the Applicable Borrower shall have notified the Administrative Agent and such Issuing Bank prior to Noon (New York time) on the Business Day of the date of such drawing that the Applicable Borrower intends to reimburse such Issuing Bank for the amount of such drawing with funds other than the proceeds of Revolving Loans, the Applicable Borrower shall be deemed to have timely given a Notice of Borrowing to the Administrative Agent requesting the Banks having Revolving Loan Commitments to make Revolving Loans that are Base Rate Loans on the Business Day following the date on which such drawing is honored in an amount equal to the Dollar Equivalent amount of such drawing, and (ii) the Banks shall, on the date of such drawing, make Revolving Loans that are Base Rate Loans in the amount of such drawing, the proceeds of which shall be applied directly by the Administrative Agent to reimburse such Issuing Bank for the Dollar Equivalent amount of such drawing; and further provided that if, for any reason, proceeds of Revolving Loans are not received by such Issuing Bank on such date in an amount equal to the amount of such drawing. (b) Notwithstanding any provision of this Agreement to the contrary, such Issuing Bank to the extent that any Letter of Credit or portion thereof remains outstanding on the Revolving Loan Commitment Termination Date, for any reason whatsoever, the parties hereto hereby agree that the beneficiary or beneficiaries thereof shall be entitled deemed to reimbursement in accordance with Section 1.04, have made a drawing of all available amounts pursuant to such Letters of Credit on the Business Day (Revolving Loan Commitment Termination Date which amount shall be a business day under paid by the laws Borrower to and held by the Issuer as cash collateral for its remaining obligations pursuant to such Letters of Credit. (c) As between the Borrower and the Issuer, the Borrower assumes all risk of the jurisdiction acts and omissions of, or misuse of, the Letters of Credit issued by the Issuer, by the respective beneficiaries of such Issuing BankLetters of Credit, other than losses resulting from the gross negligence and willful misconduct of the Issuer. In furtherance and not in limitation of the foregoing but subject to the exception for the Issuer's gross negligence or willful misconduct set forth above, the Issuer shall not be responsible (i) immediately following for the date form, validity, sufficiency, accuracy, genuineness or legal effect of any document submitted by any party in connection with the application for and issuance of such drawingLetters of Credit, even if it should in an amount fact prove to be in same day funds equal any or all respects insufficient, inaccurate, fraudulent or forged or otherwise invalid; (ii) for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign any such Letter of Credit or the excess rights or benefits thereunder or proceeds thereof in whole or in part which may prove to be invalid or ineffective for any reason; (iii) for failure of the amount beneficiary of any such Letter of Credit to comply fully with the conditions required in order to draw upon such Letter of Credit; (iv) for errors, omissions, interruptions or delays in transmission or delivery of any messages, by mail, cable, telegraph, telex, telecopy or otherwise; (v) for good faith errors in interpretation of technical terms; (vi) for any loss or delay in the transmission or otherwise of any document required in order to make a drawing over under any such Letter of Credit or the amount proceeds thereof; (vii) for the misapplication by the beneficiary of any such Revolving Loans, if any, that are so received, plus accrued interest on such amount at Letter of Credit; and (viii) for any consequences arising from causes beyond the rate set forth in Section 1.13(f)(1)(i)control of the Issuer.

Payment of Amounts Drawn Under Letters of Credit. In the event of any request for drawing under any (1) The Fronting Letter of Credit by the beneficiary thereof, the Issuing Bank Lender shall notify the Applicable applicable Borrower and with notice to the Administrative Agent on or before the date on which such Issuing Bank the Fronting Letter of Credit Lender intends to honor honour any drawing under a Letter of Credit. (2) In respect of each Letter of Credit, unless, (a) on the date of such drawing, and the Applicable applicable Borrower shall reimburse such Issuing Bank on has in response to a demand from the Fronting Letter of Credit Lender deposited, in the same day on which such drawing is honored in funds, to the applicable Borrower’s Account an amount in same day funds equal to the amount of and in the same currency as such drawing; provided that, anything contained in this Agreement to then (b) the contrary notwithstanding, (i) unless the Applicable Borrower shall have notified the Administrative Agent and such Issuing Bank prior to Noon (New York time) on the Business Day of the date of such drawing that the Applicable Borrower intends to reimburse such Issuing Bank for the amount of such drawing with funds other than the proceeds of Revolving Loans, the Applicable applicable Borrower shall be deemed to have timely given a Borrowing Notice of Borrowing to the Administrative Agent Agent, requesting the Banks having Revolving Loan Commitments to make Revolving Loans that are a Canadian Prime Rate Advance, Base Rate Loans (Canada) Advance or Base Rate (United States) Advance, as applicable, under the Credit Facility, and as determined by the Agent acting reasonably, based upon the amount required on the Business Day following the date on which such drawing is honored honoured in an amount equal to the Dollar Equivalent amount of such drawing, drawing (and the obligations in respect of any Letter of Credit denominated in a currency other than Canadian Dollars or U.S. Dollars shall be converted to U.S. Dollars for purposes hereof based on the Equivalent Amount thereof in U.S. Dollars); (iic) the Banks Lenders shall, on the date of such drawing, make Revolving Loans that are such Canadian Prime Rate Advance, Base Rate Loans in (Canada) Advance or Base Rate (United States) Advance, as applicable, rateably under the Credit Facility, as applicable; and (d) the Agent shall pay the proceeds thereof to the Fronting Letter of Credit Lender as reimbursement for the amount of such drawing. The Agent shall promptly notify the applicable Borrower of any such Canadian Prime Rate Advance, the proceeds of which Base Rate (Canada) Advance or Base Rate (United States) Advance, as applicable. (3) Each Lender, as applicable, shall be applied directly by required to make its rateable portion of the Administrative Agent Advances referred to reimburse such Issuing Bank for the Dollar Equivalent amount of such drawing; and further provided that ifin Section 5.05(2) notwithstanding, for any reason, proceeds of Revolving Loans are not received by such Issuing Bank on such date in an amount equal to (i) the amount of such drawing, such Issuing Bank shall be entitled to reimbursement the Borrowing may not comply with the minimum amount for Borrowings otherwise required under this Agreement; (ii) that the conditions specified in accordance with Section 1.04, on the Business Day ARTICLE 7 are not then satisfied; (which shall be iii) that a business day under the laws Default or Event of the jurisdiction of such Issuing BankDefault has occurred and is continuing; (iv) immediately following the date of such drawing, in an amount in same day funds equal to the excess Borrowing; (v) any reduction of the amount Commitment after any Letter of Credit was issued by the Fronting Letter of Credit Lender; or (vi) the Accommodations Outstanding under the Credit Facility after giving effect to such drawing over Advances would exceed the amount of such Revolving Loans, if any, that are so received, plus accrued interest on such amount at the rate set forth in Section 1.13(f)(1)(i)Commitment.

Payment of Amounts Drawn Under Letters of Credit. In the event of any request for drawing under any Letter of Credit by the beneficiary thereof, the Issuing Bank Lender shall notify the Applicable Borrower and at whose request the Letter of Credit was issued, Administrative Agent on or before the date which is two Business Days prior to the date on which such Issuing Lender intends to honor such drawing (unless such Letter of Credit by its terms requires the Issuing Lender to honor a drawing on or prior to the second Business Day following such drawing, in which case the Issuing Lender shall notify the Borrower at whose request the Letter of Credit was issued, Administrative Agent as soon as reasonably practicable but in any event on or before the date on which such Issuing Bank Lender intends to honor such drawing), and the Applicable Borrower at whose request the Letter of Credit was issued shall reimburse such Issuing Bank Lender on the day date on which such drawing is honored honored, in each case in an amount in same day funds either the currency in which such Letter of Credit is denominated or in Dollars and in Same Day Funds equal to the amount of and such drawing (which amount, in the same case of a reimbursement in Dollars of a drawing under a Letter of Credit which is denominated in a currency as such drawingother than Dollars, shall be calculated by reference to the applicable Exchange Rate); provided thatPROVIDED THAT, anything contained in this Agreement to the contrary notwithstanding, (i) unless the Applicable Borrower at whose request the Letter of Credit was issued shall have notified the Administrative Agent Agent, and such Issuing Bank Lender prior to Noon 11:00 a.m. (New York time) on the Business Day of immediately prior to the date of such drawing that the Applicable Borrower at whose request the Letter of Credit was issued intends to reimburse such Issuing Bank Lender for the amount of such drawing with funds other than the proceeds of Revolving Loans, the Applicable Borrower at whose request the Letter of Credit was issued shall be deemed to have timely given a Notice of Borrowing to the Administrative Agent requesting the Banks having Revolving Loan Commitments Lenders to make Revolving Loans that (or Offshore Loans, as applicable) to such Borrower which are Base Rate Loans Loans, on the Business Day following the date on which such drawing is honored honored, in an amount in Dollars equal to the Dollar Equivalent amount of such drawinghonored drawing (which amount, in the case of a drawing under a Letter of Credit which is denominated in a currency other than Dollars, shall be calculated by reference to the applicable Exchange Rate on the date such drawing is honored), and (ii) subject to satisfaction or waiver of the Banks conditions specified in subsection 3.2B, Lenders shall, on the date of such drawingrequested borrowing, make Revolving Loans that (or Offshore Loans, as applicable) to such Borrower which are Base Rate Loans in the amount of such drawingdrawing as aforesaid, the proceeds of which shall be applied directly by the Administrative Agent to reimburse such Issuing Bank Lender for the Dollar Equivalent amount of such drawing; , and further provided that if, if for any reason, reason proceeds of Revolving Loans (or Offshore Loans, as applicable) are not received by such Issuing Bank Lender on such date in an amount equal to the amount of such drawing, Borrowers shall reimburse such Issuing Bank shall be entitled to reimbursement in accordance with Section 1.04Lender, on the Business Day (which shall be a business day (under the laws of the jurisdiction of such Issuing BankLender) immediately following the date on which reimbursement of such drawingdrawing is required as provided above, in an amount in same day funds Same Day Funds equal to the excess of the amount of such drawing over the amount of such Revolving Loans, if any, that which are so received, plus accrued interest on such amount at the rate set forth in Section 1.13(f)(1)(isubsection 2.8F(2).

Payment of Amounts Drawn Under Letters of Credit. Borrower shall be irrevocably and unconditionally obligated forthwith without presentment, demand, protest or other formalities of any kind, to reimburse Agent, on behalf of the Lenders, for any amounts paid by the Lenders with respect to each LC Guaranty including all amounts paid by the Lenders upon any draw with respect to a Letter of Credit, any guaranty or reimbursement obligation paid by the Lenders to any Person upon any draw upon a Letter of Credit and all fees, costs and expenses paid by the Lenders to any Issuing Bank. All such reimbursement obligations shall be due and payable on demand. In the event of any request for drawing under any Letter of Credit by the beneficiary thereof, the Issuing Bank Borrower shall notify the Applicable Borrower and the Administrative give notice to be received by Agent on or before the date on which such Issuing Bank intends Business Day prior to honor such drawing, and the Applicable Borrower shall reimburse such Issuing Bank on the day Business Day on which such drawing is honored in an amount in same day funds equal to the amount of and in the same currency as such drawing; provided that, anything contained in this Agreement to the contrary notwithstanding, (i) unless the Applicable Borrower shall have notified the Administrative Agent and such Issuing Bank prior to Noon (New York time) on the Business Day of the date of such drawing that the Applicable payable if Borrower intends to reimburse such the Issuing Bank for the amount of such drawing with funds other than the proceeds of Revolving Loans. Such notice from Borrower shall be irrevocable and, if given, Borrower shall reimburse the Applicable Issuing Bank not later than the close of business Chicago time on the day on which such drawing is honored in an amount in immediately available funds equal to the amount of such drawing. If Agent shall not have timely received such notice (i) Borrower shall be deemed to have timely given a Notice requested the making of Borrowing to the Administrative Agent requesting the Banks having Revolving Loan Commitments to make Revolving Loans that are Base Rate Loans on the Business Day following the date on which such drawing is honored in an amount equal to the Dollar Equivalent amount of such drawing, drawing and (ii) subject to satisfaction or waiver of the Banks conditions specified in Section 12 hereof and the other terms and conditions of Revolving Loans contained herein, Agent shall notify the Lenders thereof, and the Lenders shall, on the date of such drawing, make Revolving Loans that are Base Rate Loans in the amount of their Pro Rata Share of such drawing, the proceeds of which shall be applied directly by the Administrative Agent to reimburse such the Issuing Bank for the Dollar Equivalent amount of such drawing; and further provided that if, drawing or payment. If for any reason, proceeds of Revolving such Loans are not received by such Issuing Bank Agent on such date in an amount equal to the amount of such drawing, such Issuing Bank Borrower shall be entitled obligated to reimbursement in accordance with Section 1.04and shall reimburse Agent, on the Business Day (which shall be a business day (under the laws of the jurisdiction of such the Issuing Bank) immediately following the date of such drawing, in an amount in same day immediately available funds equal to the excess of the amount of such drawing over the amount of such Revolving Loans, if any, that which are so received, plus accrued interest on such amount at the rate set forth in Section 1.13(f)(1)(i)4.2 hereof. Each Lender acknowledges and agrees that its obligation to reimburse Agent pursuant to this Section 2.12.5 is absolute and unconditional and shall not be affected by any circumstance whatsoever including the occurrence or continuance of an Unmatured Event of Default or an Event of Default, and further acknowledges and agrees that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever.

Payment of Amounts Drawn Under Letters of Credit. In the event of any request for drawing under any Letter of Credit by the beneficiary thereof, the Issuing Bank shall immediately notify the Applicable Borrower Borrowers and the Administrative Agent on or before the date on which such Issuing Bank intends to honor such drawingAgent, and the Applicable Borrower Borrowers shall reimburse such Issuing Bank on the day on which such drawing is honored in an amount in same day funds equal to the amount of and in the same currency as such drawing; provided that, anything contained in this Agreement to . If the contrary notwithstanding, (i) unless the Applicable Borrower Borrowers shall have notified the Administrative Agent and such Issuing Bank prior to Noon (New York time) on the Business Day of the date of such drawing that the Applicable Borrower intends fail to reimburse such Issuing Bank for on the date of any drawing under a Letter of Credit issued by it in an amount equal to the amount of such drawing with funds other than drawing, (i) the proceeds of Revolving Loans, the Applicable Borrower Borrowers shall be deemed to have timely given a Notice of Borrowing to the Administrative Agent requesting the Banks having Revolving Loan Commitments Lenders to make Revolving Loans that are Base Rate Loans on the Business Day following the date on which such drawing is honored in an amount equal to the Dollar Equivalent amount of such drawing, and (ii) subject to satisfaction or waiver of the Banks conditions specified in Sections 2.1A and 3.2, the Lenders shall, on the Business Day next following the date of such drawing, make Revolving Loans that are Base Rate Loans in the amount of such drawingdrawing together with accrued interest thereon at the rate for Base Rate Loans from the date of drawing to the date of such Loans (and shall make such amounts available to the Administrative Agent), the proceeds of which shall be applied directly by the Administrative Agent to reimburse such Issuing Bank for the Dollar Equivalent amount of such drawingdrawing together with such accrued interest thereon; and further provided that ifprovided, that, if for any reason, reason proceeds of Revolving Loans are not received by such Issuing Bank on such date in an amount equal to the amount of such drawingdrawing together with accrued interest thereon, such Issuing Bank the Borrowers shall be entitled to reimbursement in accordance with Section 1.04, on the Business Day (which shall be a business day under the laws of the jurisdiction of reimburse such Issuing Bank) immediately following , within three Business Days of the date of such drawing, in an amount in same day funds equal to the excess of the amount of such drawing over the amount of such Revolving Loans, if any, that are so received, plus accrued interest thereon. Interest on all amounts not reimbursed to such amount Issuing Bank on the date of such drawing shall accrue at the rate rates set forth in the proviso to Section 1.13(f)(1)(i).2.7A.

Payment of Amounts Drawn Under Letters of Credit. In the event of any request for drawing under any Letter of Credit by the beneficiary thereof, the Issuing Bank shall notify the Applicable Borrower and the Administrative Agent on or before the date on which such Issuing Bank intends to honor such drawing, and the Applicable Borrower shall reimburse such Issuing Bank on the day on which such drawing is honored in an amount in same day funds equal to the amount of and in the same currency as such drawing; provided that, anything contained in this Agreement to the contrary notwithstanding, (i) unless the Applicable Borrower shall have notified the Administrative Agent and such Issuing Bank prior to Noon (New York time) on the Business Day of the date of such drawing that the Applicable Borrower intends to reimburse such Issuing Bank for the amount of such drawing with funds other than the proceeds of Revolving Loans, the Applicable Borrower shall be deemed to have timely given a Notice of Borrowing to the Administrative Agent requesting the Banks having Revolving Loan Commitments to make Revolving Loans that are Base Rate Loans on the Business Day following the date on which such drawing is honored in an amount equal to the Dollar Equivalent amount of such drawing, and (ii) subject to satisfaction or waiver of the conditions specified in Section 4.02, the Banks shall, on the date of such drawing, make Revolving Loans that are Base Rate Loans in the amount of such drawing, the proceeds of which shall be applied directly by the Administrative Agent to reimburse such Issuing Bank for the Dollar Equivalent amount of such drawing; and further provided that if, for any reason, proceeds of Revolving Loans are not received by such Issuing Bank on such date in an amount equal to the amount of such drawing, the Borrower shall reimburse such Issuing Bank shall be entitled to reimbursement in accordance with Section 1.04Bank, on the Business Day (which shall be a business day under the laws of the jurisdiction of such Issuing Bank) immediately following the date of such drawing, in an amount in same day funds equal to the excess of the amount of such drawing over the amount of such Revolving Loans, if any, that are so received, plus accrued interest on such amount at the rate set forth in Section 1.13(f)(1)(i1.10(f)(1)(i).

Payment of Amounts Drawn Under Letters of Credit. (a) In the event of any request for drawing payment under any Letter of Credit by the beneficiary thereof, the Issuing L/C Bank shall promptly notify the Applicable Borrower and the Administrative Agent (which shall in turn promptly notify the Participating Banks), no later than 10:00 a.m. (New York City time) on or before the Business Day immediately preceding the date on which such Issuing L/C Bank intends to honor such drawing, drawing (which in no event shall be less than three Business Days after presentation); and the Applicable Borrower shall reimburse such Issuing L/C Bank on the day on which such drawing is honored in an amount in same day funds in an amount equal to the amount of and in the same currency as such drawing; provided PROVIDED that, anything contained in this Agreement to the contrary notwithstanding, (i) unless the Applicable Borrower shall have notified the Administrative Agent and such Issuing L/C Bank prior to Noon 12:00 p.m. (New York City time) on the Business Day of immediately prior to the date of on which such drawing is honored that the Applicable Borrower intends to reimburse such Issuing L/C Bank for the amount of such drawing with funds other than the proceeds of Revolving Loans, (i) the Applicable Borrower shall be deemed to have timely given a Notice of Borrowing to the Administrative Agent requesting the Banks having Revolving Loan Commitments to make a Borrowing of Revolving Loans that which are Base Rate Loans on the Business Day following the date on which such drawing is honored in an amount equal to the Dollar Equivalent amount of such drawing, and (ii) the Banks subject to Section 2.2, each Participating Bank shall, by 12:00 p.m. (New York City time) on the date of the honoring of such drawing, make a Revolving Loans that are Loan which is a Base Rate Loans Loan in an amount equal to such Participating Bank's Pro Rata Share of the amount of such drawing, the proceeds of which shall be applied directly by the Administrative Agent to reimburse such Issuing L/C Bank for the Dollar Equivalent amount of such drawingdrawing (PROVIDED that, solely for purposes of such Borrowing, the conditions precedent set forth in Section 3.2 shall not be applicable); and further provided that ifPROVIDED FURTHER that, if for any reason, proceeds of Revolving Loans are not received by such Issuing L/C Bank on such date in an amount equal to the amount of such drawing, the Borrower shall reimburse such Issuing Bank shall be entitled to reimbursement in accordance with Section 1.04L/C Bank, on the Business Day (which shall be a business day under the laws of the jurisdiction of such Issuing Bank) immediately following the date of such drawing, in an amount in same day dollars and immediately available funds equal to the excess of the amount of such drawing over the amount of such Revolving Loans, if any, that which are so receivedreceived by the Administrative Agent from the Participating Banks, plus accrued interest on such amount at the applicable rate set forth of interest for Base Rate Loans. If the Borrower notifies the Administrative Agent and such L/C Bank prior to 12:00 p.m. (New York City time) on the Business Day immediately prior to the date on which such drawing is honored that the Borrower intends to reimburse such L/C Bank for the amount of such 37 drawing with funds other than the proceeds of Revolving Loans, the Borrower shall reimburse such L/C Bank on the day on which such drawing is honored in an amount in immediately available funds equal to the amount of such drawing. Notwithstanding anything contained in this Agreement to the contrary, to the extent the Borrower does not reimburse an L/C Bank in accordance with the preceding provisions of this Section 1.13(f)(1)(i2.24 or a Default or an Event of Default exists at the time of the honoring of a drawing under a Letter of Credit, amounts, if any, then held by the Collateral Agent in the L/C Cash Collateral Account may be applied by the Administrative Agent to reimburse the applicable L/C Bank for the honoring of such drawing, and the aggregate amount of Revolving Loans, if any, required to be made by the Participating Banks pursuant to this Section 2.24 shall be reduced by a corresponding amount. Any payments owed by the Borrower pursuant to this Section 2.24 which are made later than 10:00 a.m. (New York City time) shall be deemed to have been made on the next succeeding Business Day. (b) Each Participating Bank shall indemnify and hold harmless the Administrative Agent and each L/C Bank from and against any and all losses, liabilities (including liabilities for penalties), actions, suits, judgments, demands, costs and expenses (including, without limitation, attorney's fees and expenses) resulting from any failure on the part of such Participating Bank to provide, on the same day of any drawing under a Letter of Credit, the Administrative Agent with such Participating Bank's Pro Rata Share of the amount of any drawing under such Letter of Credit in accordance with the provisions of Section 2.24(a).

Payment of Amounts Drawn Under Letters of Credit. In the event of any Upon each request for drawing a draw under any Letter of Credit by the beneficiary thereof, the Issuing Bank shall immediately notify the Applicable Borrower and the Administrative Agent on or before the date on which such Issuing Bank intends to honor such drawingAgent, and the Applicable Borrower shall reimburse such reimburse, or cause the reimbursement of, the Issuing Bank on the day on which such drawing is honored demand in an amount in same day funds equal to the amount of and in the same currency as such drawingdraw; provided thatprovided, anything contained in this Agreement to the contrary notwithstandinghowever, (i) unless the Applicable Borrower shall have notified the Administrative Agent and such the Issuing Bank prior to Noon (New York time) on the Business Day of the date of such drawing time that the Applicable Borrower intends to reimburse such the Issuing Bank for all or a portion of the amount of such drawing draw with funds other than the proceeds of Revolving Credit Loans, the Applicable Borrower shall conclusively be deemed to have timely given a Notice of Borrowing request for a Disbursement under Subsection 2.1(c) hereof to the Administrative Agent requesting the Revolving Credit Banks having Revolving Loan Commitments to make Revolving Credit Loans that are at the Base Rate Loans Option on the first Business Day immediately following the date on which such drawing draw is honored in an aggregate amount equal to the Dollar Equivalent amount of such drawing, and (ii) the Banks shall, on the date of such drawing, make Revolving Loans that are Base Rate Loans in the amount of such drawing, the proceeds of which shall be applied directly by the Administrative Agent to reimburse such Issuing Bank for the Dollar Equivalent amount of such drawing; and further provided that if, for any reason, proceeds of Revolving Loans are not received by such Issuing Bank on such date in an amount equal to the amount of such drawing, such Issuing Bank shall be entitled to reimbursement in accordance with Section 1.04, on the Business Day (which shall be a business day under the laws of the jurisdiction of such Issuing Bank) immediately following the date of such drawing, in an amount in same day funds equal to the excess of the amount of such drawing over the amount of such Revolving Loans, if any, that are so receivedtheretofore received by the Issuing Bank in reimbursement thereof (the "Unreimbursed Amount"), plus accrued interest on such amount at the rate set forth in Subsection 2.4(e)(iii) hereof. If the Borrower shall be deemed to have given a request for a Disbursement under Subsection 2.1(c) hereof to the Agent pursuant to this Subsection 2.4(c), then, (notwithstanding the satisfaction or waiver of the conditions specified in Section 1.13(f)(1)(i7.1 hereof), the Revolving Credit Banks shall, on the first Business Day immediately following the date of such draw, make Revolving Credit Loans at the Base Rate Option in the aggregate amount of the Unreimbursed Amount plus accrued interest on such amount at the rate set forth in Subsection 2.4(e)(iii) hereof. The proceeds of any such Revolving Credit Loans shall be applied directly by the Agent, upon receipt thereof from the Banks, to reimburse the Issuing Bank for the Unreimbursed Amount plus accrued interest on such amount. The foregoing shall not limit or impair the obligation of the Borrower to reimburse the Issuing Bank on demand.

Payment of Amounts Drawn Under Letters of Credit. In the event of any request for drawing under any Letter of Credit by the beneficiary thereof, the Issuing Bank Lender shall immediately notify the Applicable Domestic Borrower and the Domestic Borrower shall pay to the Administrative Agent on or before for account of the date on which such Issuing Bank intends Lender, an amount equal to honor such drawing, and the Applicable Borrower shall amount necessary to reimburse such the Issuing Bank Lender on the day on which such drawing is honored in an amount in same day funds equal to the amount which the Issuing Lender paid as a result of and such drawing. If the amount in the same currency as such drawing; provided that, anything contained in this Agreement to the contrary notwithstanding, (i) unless the Applicable Borrower shall have notified Domestic Borrower's account with the Administrative Agent is 41 Amended and such Restated Credit Agreement (Long Term) insufficient to reimburse the Issuing Bank prior Lender or the Domestic Borrower shall fail to Noon (New York time) reimburse the Issuing Lender on the Business Day of the date of such any drawing that the Applicable Borrower intends under a Letter of Credit in an amount equal to reimburse such Issuing Bank for the amount of such drawing with funds other than paid by the proceeds of Revolving LoansIssuing Lender, (i) the Applicable Domestic Borrower shall be deemed to have timely given a Notice of Borrowing to the Administrative Agent requesting the Banks having Revolving Loan Commitments Lenders to make Revolving Loans that are Base Rate Loans Advances on the Business Day following the date on which such drawing is honored in an amount equal to the Dollar Equivalent amount of such drawing, and (ii) subject to satisfaction or waiver of the Banks conditions specified in Article III, the Lenders shall, on the date Business Day of such drawing, make Revolving Loans that are Base Rate Loans Advances in the amount of such drawingdrawing together with accrued interest thereon at the rate for Base Rate Advances from the date of drawing to the date of such Advances, the proceeds of which shall be applied directly by the Administrative Agent to reimburse such the Issuing Bank Lender for the Dollar Equivalent amount of such drawingdrawing together with such accrued interest thereon; and further provided that ifprovided, that, if for any reason, reason (other than the wrongful failure of the Lenders to make Advances) proceeds of Revolving Loans Advances are not received by such the Issuing Bank Lender on such date in an amount equal to the amount of such drawingdrawing paid by the Issuing Lender, such together with accrued interest thereon, the Domestic Borrower shall reimburse the Issuing Bank shall be entitled to reimbursement in accordance with Section 1.04Lender, on the within three (3) Business Day (which shall be a business day under the laws Days of the jurisdiction of such Issuing Bank) immediately following the date of such drawing, in an amount in same day funds equal to the excess of the amount of such drawing over the amount of such Revolving LoansAdvances, if any, that are so received, plus accrued interest thereon. Interest on all amounts not reimbursed to the Issuing Lender on the date of such amount drawing shall accrue at the rate rates set forth in Section 1.13(f)(1)(i2.07(a).

Payment of Amounts Drawn Under Letters of Credit. In the event of any request for drawing under any Letter of Credit by the beneficiary thereof, the Issuing Bank shall notify the Applicable Borrower and the Administrative Agent on or before the date on which such Issuing Bank intends to honor such drawing, and the Applicable Borrower shall reimburse such Issuing Bank on the day on which such drawing is honored in an amount in same day funds equal to the amount of and in the same currency as such drawing; provided that, anything contained in this Agreement to the contrary notwithstanding, (i) unless the Applicable Borrower shall have notified the Administrative Agent and such Issuing Bank prior to Noon (New York time) on the Business Day of the date of such drawing that the Applicable Borrower intends to reimburse such reim- bursx xxxh Issuing Bank for the amount of such drawing with funds other than the proceeds of Revolving Loans, the Applicable Borrower shall be deemed to have timely given a Notice of Borrowing to the Administrative Agent requesting the Banks having Revolving Loan Commitments to make Revolving Loans that are Base Rate Loans on the Business Day following the date on which such drawing is honored in an amount equal to the Dollar Equivalent amount of such drawing, and (ii) subject to satisfaction or waiver of the conditions specified in Section 4.02, the Banks shall, on the date of such drawing, make Revolving Loans that are Base Rate Loans in the amount of such drawing, the proceeds of which shall be applied directly by the Administrative Agent to reimburse such Issuing Bank for the Dollar Equivalent amount of such drawing; and further provided that if, for any reason, proceeds of Revolving Loans are not received by such Issuing Bank on such date in an amount equal to the amount of such drawing, the Borrower shall reimburse such Issuing Bank shall be entitled to reimbursement in accordance with Section 1.04Bank, on the Business Day (which shall be a business day under the laws of the jurisdiction of such Issuing Bank) immediately following the date of such drawing, in an amount in same day funds equal to the excess of the amount of such drawing over the amount of such Revolving Loans, if any, that are so received, plus accrued interest on such amount at the rate set forth in Section 1.13(f)(1)(i).

Payment of Amounts Drawn Under Letters of Credit. In the event of any request for drawing under any Letter of Credit by the beneficiary thereof, the Issuing Bank shall notify the Applicable such Borrower and the Administrative Agent on or before the date on which such Issuing Bank intends to honor such drawing, and the Applicable Borrower shall reimburse such Issuing Bank on the day on which such drawing is honored in an amount in same day funds equal to the amount of and in the same currency as such drawing; provided that, anything contained in this Agreement to the contrary notwithstanding, (i) unless the Applicable Borrower shall have notified the Administrative Agent and such Issuing Bank prior to Noon (New York time) on the Business Day of the date of such drawing that the Applicable Borrower intends to reimburse such Issuing Bank for the amount of such drawing with funds other than the proceeds of Revolving Loans, the Applicable Borrower shall be deemed to have timely given a Notice of Borrowing to the Administrative Agent requesting the Banks having Revolving Loan Commitments to make Revolving Loans that are Base Rate Loans on the Business Day following the date on which such drawing is honored in an amount equal to the Dollar Equivalent amount of such drawing, and (ii) subject to satisfaction or waiver of the conditions specified in Section 4.02, 26 -20- the Banks shall, on the date of such drawing, make Revolving Loans that are Base Rate Loans in the amount of such drawing, the proceeds of which shall be applied directly by the Administrative Agent to reimburse such Issuing Bank for the Dollar Equivalent amount of such drawing; and further provided that if, for any reason, proceeds of Revolving Loans are not received by such Issuing Bank on such date in an amount equal to the amount of such drawing, the Borrower shall reimburse such Issuing Bank shall be entitled to reimbursement in accordance with Section 1.04Bank, on the Business Day (which shall be a business day under the laws of the jurisdiction of such Issuing Bank) immediately following the date of such drawing, in an amount in same day funds equal to the excess of the amount of such drawing over the amount of such Revolving Loans, if any, that are so received, plus accrued interest on such amount at the rate set forth in Section 1.13(f)(1)(i).

Payment of Amounts Drawn Under Letters of Credit. In the event of any request for a drawing under any a Letter of Credit by the beneficiary thereofCredit, the respective Issuing Bank Lender shall notify the Applicable Borrower and the Administrative Agent on or before the date on which such Issuing Bank intends to honor such drawingAgent, and the Applicable Borrower who shall reimburse such Issuing Bank on the day on which such drawing is honored in an amount in same day funds equal to the amount of and in the same currency as such drawing; provided thatnotify each Revolving Credit Lender, anything contained in this Agreement to the contrary notwithstanding, (i) unless the Applicable Borrower shall have notified the Administrative Agent and such Issuing Bank prior to Noon (New York time) on the Business Day of the date of such drawing that and, subject to satisfaction or waiver of the Applicable Borrower intends to reimburse such Issuing Bank for conditions specified in Section 5.2 hereof and the amount other terms and conditions of such drawing with funds other than the proceeds of Revolving LoansBorrowings contained herein, the Applicable Borrower shall be deemed to have timely given a Notice of Borrowing to the Administrative Agent requesting the Banks having Revolving Loan Commitments to make Revolving Loans that are Base Rate Loans on the Business Day following the date on which such drawing is honored in an amount equal to the Dollar Equivalent amount of such drawing, and (ii) the Banks Credit Lenders shall, on the date of such drawing (or if the Administrative Agent’s notice contemplated above is delivered after 12:00 Noon (New York City time) on the date of such drawing, the Business Day after such drawing), make Revolving Loans that are (constituting Base Rate Loans Loans) in the amount of such drawingdrawing (or the Dollar Equivalent thereof in the case of any drawing under a Letter of Credit denominated in a currency other than Dollars), the proceeds of which shall be applied directly by the Administrative Agent to reimburse such the Issuing Bank Lender for the Dollar Equivalent amount of such drawing; and further provided that if, drawing or payment. Borrowings of Base Rate Loans pursuant to this Section 3.5 shall not be subject to the minimum amount requirement of Section 2.3(a)(iii). If for any reason, proceeds of Revolving Loans are not received by such the Issuing Bank Lender on such date in an amount equal to the amount of such drawingdrawing (or the Dollar Equivalent thereof in the case of any drawing under a Letter of Credit denominated in a currency other than Dollars), such Issuing Bank the Borrower shall be entitled obligated to reimbursement in accordance with Section 1.04and shall reimburse the Issuing Lender, on the Business Day (which shall be a business day under the laws of the jurisdiction of such Issuing Bank) immediately following the date of such drawingdate, in Dollars in an amount in same day funds equal to the excess of the amount of such drawing (or the Dollar Equivalent thereof in the case of any drawing under a Letter of Credit denominated in a currency other than Dollars) over the amount of such Revolving Loans, if any, that which are so received, plus accrued interest on such amount until paid in full at the rate set forth in Section 1.13(f)(1)(i4.2 or 4.4, as applicable; provided, however, that any such payments shall not prejudice any rights that the Borrower may have against any Revolving Credit Lender as a result of any default by such Revolving Credit Lender in funding such Revolving Loans, as provided in the final sentence of Section 2.4(c).

Payment of Amounts Drawn Under Letters of Credit. In the event of any request for drawing under any Letter of Credit by the beneficiary thereof, the Issuing Bank shall notify the Applicable Borrower Borrowers and the Administrative Agent on or before the date on which such Issuing Bank intends to honor such drawing, and the Applicable Borrower Borrowers shall reimburse such Issuing the Bank on the day on which such drawing is honored in an amount in same day funds equal to the amount of and in the same currency as such drawing; provided thatPROVIDED that (1) if sufficient funds are then in the Letter of Credit Cash Collateral Account to reimburse the Bank in full for the amount of such drawing, anything contained in this Agreement the Bank shall reimburse itself by debiting such amount necessary to reimburse the contrary notwithstandingBank from the Letter of Credit Cash Collateral Account, (i2) if the funds then in the Letter of Credit Cash Collateral Account are insufficient to reimburse the Bank in full for the amount of such drawing, the Bank shall debit the Letter of Credit Cash Collateral Account in the amount thereof and the unreimbursed balance of such drawing shall be reimbursed in accordance with clause (3) below, and (3) if there are no funds then in the Letter of Credit Cash Collateral Account then unless the Applicable Borrower Borrowers shall have notified the Administrative Agent and such Issuing Bank prior to Noon (New York time) 11:00 A.M. on the Business Day of the date of such drawing that the Applicable Borrower intends Borrowers intend to reimburse such Issuing the Bank for the amount of such drawing with funds other than the proceeds of the Revolving LoansCredit Advances, the Applicable Borrower Borrowers shall be deemed to have timely given a Notice of Borrowing notice to the Administrative Agent Bank requesting the Banks having Revolving Loan Commitments it to make a Revolving Loans that are Base Credit Prime Rate Loans Advance in accordance with SECTIONS 2.1 AND 2.2 on the Business Day following the date day on which such drawing is honored (the "Reimbursement Date") in an amount equal to the Dollar Equivalent amount of such drawing, and (ii) the Banks shall, on the date of such drawing, make Revolving Loans that are Base Rate Loans in the amount of such drawing, the proceeds of which shall be applied directly by the Administrative Agent to reimburse such Issuing Bank for the Dollar Equivalent amount of such drawing; and further provided that if, for any reason, proceeds of Revolving Loans are not received by such Issuing Bank on such date in an aggregate amount equal to the amount of such drawing, such Issuing Bank shall be entitled to reimbursement in accordance with Section 1.04, on drawing less the Business Day (which shall be a business day under the laws of the jurisdiction of such Issuing Bank) immediately following the date of such drawing, in an amount in same day funds equal to the excess of the amount of such drawing over the amount of such Revolving Loansamount, if any, that are so received, plus accrued interest on such amount at remitted to the rate set forth in Section 1.13(f)(1)(i)Bank pursuant to clause (2) above.

Payment of Amounts Drawn Under Letters of Credit. In the event of any request for drawing under any Letter of Credit by the beneficiary thereof, the Issuing Bank shall notify the Applicable Borrower and the Administrative Agent on or before the date on which such Issuing Bank intends to honor such drawing, and the Applicable Borrower shall reimburse such Issuing Bank on the day on which such drawing is honored in an amount in same day funds equal to the amount of and in the same currency as such drawing; provided that, anything contained in this Agreement to the contrary notwithstanding, (i) unless the Applicable Borrower shall have notified the Administrative Agent and such Issuing Bank prior to Noon 10:00 A.M. (New York time) on the Business Day of the date of such drawing that the Applicable Borrower intends to reimburse such Issuing Bank for the amount of such drawing with funds other than the proceeds of Revolving Loans, the Applicable Borrower shall be deemed to have timely given a Notice of Borrowing to the Administrative Agent requesting the Banks having Revolving Loan Commitments to make Revolving Loans that are Base Rate Loans on the Business Day following the date on which such drawing is honored in an amount equal to the Dollar Equivalent amount of such drawing, and (ii) subject to satisfaction or waiver of the conditions specified in Section 4.02, the Banks shall, on the date of such drawing, make Revolving Loans that are Base Rate Loans in the amount of such drawing, the proceeds of which shall be applied directly by the Administrative Agent to reimburse such Issuing Bank for the Dollar Equivalent amount of such drawing; and provided further provided that if, for any reason, proceeds of Revolving Loans are not received by such Issuing Bank on such date in an amount equal to the amount of such drawing, the Borrower shall reimburse such Issuing Bank shall be entitled to reimbursement in accordance with Section 1.04Bank, on the Business Day (which shall be a business day under the laws of the jurisdiction of such Issuing Bank) immediately following the date of such drawing, in an amount in same day funds equal to the excess of the amount of such drawing over the amount of such Revolving Loans, if any, that are so received, plus accrued interest on such amount at the rate set forth in Section 1.13(f)(1)(i1.13(F)(1)(i).

Payment of Amounts Drawn Under Letters of Credit. In the event of any request for drawing under any Letter of Credit by the beneficiary thereof, the Issuing Bank shall notify the Applicable Borrower and the Administrative Agent on or before the date on which such Issuing Bank intends to honor such drawing, and the Applicable Borrower shall reimburse such Issuing Bank on the day on which such drawing is honored in an amount in same day funds equal to the amount of and in the same currency as such drawing; provided that, anything contained in this Agreement to the contrary notwithstanding, (i) unless the Applicable Borrower shall have DRAFT: March 21, 1997 H:\WPCDOCS\1186\141151 notified the Administrative Agent and such Issuing Bank prior to Noon 10:00 A.M. (New York time) on the Business Day of the date of such drawing that the Applicable Borrower intends to reimburse such Issuing Bank for the amount of such drawing with funds other than the proceeds of Revolving Loans, the Applicable Borrower shall be deemed to have timely given a Notice of Borrowing to the Administrative Agent requesting the Banks having Revolving Loan Commitments to make Revolving Loans that are Base Rate Loans on the Business Day following the date on which such drawing is honored in an amount equal to the Dollar Equivalent amount of such drawing, and (ii) subject to satisfaction or waiver of the conditions specified in Section 4.02, the Banks shall, on the date of such drawing, make Revolving Loans that are Base Rate Loans in the amount of such drawing, the proceeds of which shall be applied directly by the Administrative Agent to reimburse such Issuing Bank for the Dollar Equivalent amount of such drawing; and provided further provided that if, for any reason, proceeds of Revolving Loans are not received by such Issuing Bank on such date in an amount equal to the amount of such drawing, the Borrower shall reimburse such Issuing Bank shall be entitled to reimbursement in accordance with Section 1.04Bank, on the Business Day (which shall be a business day under the laws of the jurisdiction of such Issuing Bank) immediately following the date of such drawing, in an amount in same day funds equal to the excess of the amount of such drawing over the amount of such Revolving Loans, if any, that are so received, plus accrued interest on such amount at the rate set forth in Section 1.13(f)(1)(i1.13(F)(1)(i).

Payment of Amounts Drawn Under Letters of Credit. In the event of any request for drawing under any Letter of Credit by the beneficiary thereof, the Issuing Bank shall notify the Applicable Borrower and the Administrative Agent on or before the date on which such Issuing Bank intends to honor such drawing, and the Applicable Borrower shall reimburse such Issuing Bank on the day on which such drawing is honored in an amount in same day funds equal to the amount of and in the same currency as such drawing; provided PROVIDED that, anything contained in this Agreement to the contrary notwithstanding, (i) unless the Applicable Borrower shall have notified the Administrative Agent and such Issuing Bank prior to Noon (New York time) on the Business Day of the date of such drawing that the Applicable Borrower intends to reimburse such Issuing Bank for the amount of such drawing with funds other than the proceeds of Revolving Loans, the Applicable Borrower shall be deemed to have timely given a Notice of Borrowing to the Administrative Agent requesting the Banks having Revolving Loan Commitments to make Revolving Loans that are Base Rate Loans on the Business Day following the date on which such drawing is honored in an amount equal to the Dollar Equivalent amount of such drawing, and (ii) subject to satisfaction or waiver of the conditions specified in Section 4.02, the Banks shall, on the date of such drawing, make Revolving Loans that are Base Rate Loans in the amount of such drawing, the proceeds of which shall be applied directly by the Administrative Agent to reimburse such Issuing Bank for the Dollar Equivalent amount of such drawing; and further provided FURTHER PROVIDED that if, for any reason, proceeds of Revolving Loans are not received by such Issuing Bank on such date in an amount equal to the amount of such drawing, the Borrower shall reimburse such Issuing Bank shall be entitled to reimbursement in accordance with Section 1.04Bank, on the Business Day (which shall be a business day under the laws of the jurisdiction of such Issuing Bank) immediately following the date of such drawing, in an amount in same day funds equal to the excess of the amount of such drawing over the amount of such Revolving Loans, if any, that are so received, plus accrued interest on such amount at the rate set forth in Section 1.13(f)(1)(i1.10(f)(1)(i).

Payment of Amounts Drawn Under Letters of Credit. In the event of any request for drawing under any Letter of Credit by the beneficiary thereof, the Issuing Bank Agent shall immediately notify the Applicable Borrower and the Administrative Agent on or before the date on which such Issuing Bank intends to honor such drawing, and the Applicable Borrower shall reimburse such Issuing Bank Borrowers on the day on which such drawing is honored and the Borrowers shall reimburse the Agent on the next Business Day in an amount in same day funds equal to the amount of and in the same currency as such drawing; provided thatthat (1) if sufficient funds are then in the Letter of Credit Cash Collateral Account to reimburse the Agent in full for the amount of such drawing, anything contained in this Agreement the Agent shall reimburse itself by debiting such amount necessary to reimburse the contrary notwithstandingAgent from the Letter of Credit Cash Collateral Account, (i2) if the funds then in the Letter of Credit Cash Collateral Account are insufficient to reimburse the Agent in full for the amount of such drawing, the Agent shall debit the Letter of Credit Cash Collateral Account in the amount thereof and the unreimbursed balance of such drawing shall be reimbursed in accordance with clause (3) below, and (3) if there are no funds then in the Letter of Credit Cash Collateral Account then unless the Applicable Borrower Borrowers shall have notified the Administrative Agent and such Issuing Bank prior to Noon (New York time) 11:00 A.M. on the next Business Day of after the date of such drawing that the Applicable Borrower intends Borrowers intend to reimburse such Issuing Bank the Agent for the amount of such drawing with funds other than the proceeds of Revolving the Loans, the Applicable Borrower Borrowers shall be deemed to have timely given a Notice of Borrowing notice to the Administrative Agent requesting the Banks having Revolving Loan Commitments to make Revolving Loans that are Base Rate Loans in accordance with Section 2.2 on the Business Day following the date day on which such drawing is honored (the "Reimbursement Date") in an aggregate amount equal to the Dollar Equivalent amount of such drawingdrawing less the amount, if any, remitted to the Agent pursuant to clause (2) above, and (ii) subject to satisfaction or waiver of the conditions specified in Section 3.2, the Banks shall, on the date of such drawingReimbursement Date, make Revolving Loans that are a Base Rate Loans Loan in an aggregate amount equal to the amount of such drawingdrawing less the amount, if any, withdrawn from the Letter of Credit Cash Collateral Account pursuant to clause (2) above, the proceeds of which shall be applied directly by the Administrative Agent to reimburse such Issuing Bank the Agent for the Dollar Equivalent amount of such drawing; and further provided provided, further, that if, if for any reason, reason the proceeds of Revolving Loans such Loan are not received by such Issuing Bank the Agent on such date the next Business Day after the Reimbursement Date in an aggregate amount equal to the amount of such drawing, such Issuing Bank the Borrowers shall be entitled to reimbursement in accordance with Section 1.04, reimburse the Agent on the Business Day (which shall be a business day under two days after the laws of the jurisdiction of such Issuing Bank) immediately following the date of such drawingReimbursement Date, in same day funds, in an amount in same day funds equal to the excess of the amount of such drawing over the aggregate amount of such Revolving LoansLoan, if any, that which are so received, received plus accrued interest on such amount at the rate set forth in Section 1.13(f)(1)(i)2.17(G)(1) less the amount, if any, withdrawn by the Agent pursuant to clause (2) above. The Borrowers shall reimburse any amounts drawn under any Letter of Credit by paying such amount to the Agent in accordance with this subsection (E) as if such Letter of Credit had been issued by the Agent.

Payment of Amounts Drawn Under Letters of Credit. In the event of any request for drawing under any Letter of Credit by the beneficiary thereofCredit, the Issuing Bank Lender shall notify the Applicable Borrower at whose request the Letter of Credit was issued and the Administrative Agent on or before the date which is two Business Days prior to the date on which such Issuing Lender intends to honor such drawing (unless such Letter of Credit by its terms requires the Issuing Lender to honor a drawing on or prior to the second Business Day following such drawing, in which case the Issuing Lender shall notify the Borrower at whose request the Letter of Credit was issued and Administrative Agent as soon as reasonably practicable but in any event on or before the date on which such Issuing Bank Lender intends to honor such drawing), and the Applicable Borrower at whose request the Letter of Credit was issued shall reimburse such Issuing Bank Lender on the day date on which such drawing is honored honored, in each case in an amount in same day funds either the currency in which such Letter of Credit is denominated or in Dollars and in Same Day Funds equal to the amount of and such drawing (which amount, in the same case of a reimbursement in Dollars of a drawing under a Letter of Credit which is denominated in a currency as such drawingother than Dollars, shall be calculated by reference to the applicable Spot Rate); provided that, anything contained in this Agreement to the contrary notwithstanding, (i) unless the Applicable Borrower at whose request the Letter of Credit was issued shall have notified the Administrative Agent and such Issuing Bank Lender prior to Noon 11:00 a.m. (New York time) on the Business Day of immediately prior to the date of such drawing that the Applicable Borrower at whose request the Letter of Credit was issued intends to reimburse such Issuing Bank Lender for the amount of such drawing with funds other than the proceeds of Revolving Loans, the Applicable Borrower at whose request the Letter of Credit was issued shall be deemed to have timely given a Notice of Borrowing to the Administrative Agent requesting the Banks having Revolving Loan Commitments Lenders to make Revolving Loans that (or Offshore Revolving Loans, as applicable) to such Borrower which are Base Rate Loans (or, in the case of any such Loans denominated in Euro or ADollars, Eurocurrency Rate Loans with an Interest Period of one month), on the Business Day following the date on which such drawing is honored honored, in an amount in the currency in which the Letter of Credit is denominated (if denominated in ADollars, Euro or Dollars), and otherwise in Dollars, equal to the Dollar Equivalent amount of such drawinghonored drawing (which amount, in the case of a drawing under a Letter of Credit which is denominated in a currency other than ADollars, Euro or Dollars, shall be calculated by reference to the applicable Spot Rate for Dollars on the date such drawing is honored), and (ii) subject to satisfaction or waiver of the Banks conditions specified in subsection 3.2B, Lenders shall, on the date of such drawingrequested borrowing, make Revolving Loans that (or Offshore Revolving Loans, as applicable) to such Borrower which are Base Rate Loans (or, in the case of any such Loans denominated in Euro or ADollars, Eurocurrency Rate Loans with an Interest Period of one month), in the amount of such drawingdrawing as aforesaid, the proceeds of which shall be applied directly by the Administrative Agent to reimburse such Issuing Bank Lender for the Dollar Equivalent amount of such drawing; , and further provided that if, if for any reason, reason proceeds of Revolving Loans (or Offshore Revolving Loans, as applicable) are not received by such Issuing Bank Lender on such date in an amount equal to the amount of such drawing, Borrowers shall reimburse such Issuing Bank shall be entitled to reimbursement Lender in accordance with Section 1.04an amount in the currency in which the Letter of Credit is denominated (if denominated in ADollars, Euro or Dollars), and otherwise in Dollars, on the Business Day (which shall be a business day (under the laws of the jurisdiction of such Issuing BankLender) immediately following the date on which reimbursement of such drawingdrawing is required as provided above, in an amount in same day funds Same Day Funds equal to the excess of the amount of such drawing over the amount of such Revolving Loans, if any, that which are so received, plus accrued interest on such amount at the rate set forth in Section 1.13(f)(1)(isubsection 2.8F(2).

Payment of Amounts Drawn Under Letters of Credit. In the event of any request for drawing under any Letter of Credit by the beneficiary thereof, the Issuing Bank shall notify the Applicable Borrower and the Administrative Agent on or before the date on which such Issuing Bank intends to honor such drawing, and the Applicable Borrower shall reimburse such Issuing Bank on the day on which such drawing is honored in an amount in same day funds equal to the amount of and in the same currency as such drawing; provided that, anything contained in this Agreement to the contrary notwithstanding, (i) unless the Applicable Borrower shall have notified the Administrative Agent and such Issuing Bank prior to Noon 10:00 A.M. (New York time) on the Business Day of immediately prior to the date of such drawing that the Applicable Borrower intends to reimburse such Issuing Bank for the amount of such drawing with funds other than the proceeds of Revolving Loans, the Applicable Borrower shall be deemed to have timely given a Notice of Borrowing to the Administrative Agent requesting the Banks having Revolving Loan Commitments to make Revolving Loans that are Base Rate Loans on the Business Day following the date on which such drawing is honored in an amount equal to the Dollar Equivalent amount of such drawing, and (ii) subject to satisfaction or waiver of the conditions specified in Section 4.02, the Banks shall, on the date of such drawing, make Revolving Loans that are Base Rate Loans in the amount of such drawing, the proceeds of which shall be applied directly by the Administrative Agent to reimburse such Issuing Bank for the Dollar Equivalent amount of such drawing; and further provided that if, for any reason, proceeds of Revolving Loans are not received by such Issuing Bank on such date in an amount equal to the amount of such drawing, the Borrower shall reimburse such Issuing Bank shall be entitled to reimbursement in accordance with Section 1.04Bank, on the Business Day (which shall be a business day Business Day under the laws of the jurisdiction of such Issuing Bank) immediately following the date of such drawing, in an amount in same day funds equal to the excess of the amount of such drawing over the amount of such Revolving Loans, if any, that are so received, plus accrued interest on such amount at the rate set forth in Section 1.13(f)(1)(i1.13(F)(1)(i).

Payment of Amounts Drawn Under Letters of Credit. In the event of any Upon each request for drawing a draw under any Letter of Credit by the beneficiary thereof, the Issuing Bank shall immediately notify the Applicable Borrower and the Administrative Agent on or before the date on which such Issuing Bank intends to honor such drawingAgent, and the Applicable Borrower shall reimburse such reimburse, or cause the reimbursement of, the Issuing Bank on the day on which such drawing is honored demand in an amount in same day funds equal to the amount of and in the same currency as such drawingdraw; provided thatprovided, anything contained in this Agreement to the contrary notwithstandinghowever, (i) unless the Applicable Borrower shall have notified the Administrative Agent and such the Issuing Bank prior to Noon (New York time) on the Business Day of the date of such drawing time that the Applicable Borrower intends to reimburse such the Issuing Bank for all or a portion of the amount of such drawing draw with funds other than the proceeds of Revolving Credit Loans, the Applicable Borrower shall conclusively be deemed to have timely given a Notice of Borrowing request for a Disbursement under Subsection 2.2c hereof to the Administrative Agent requesting the Revolving Credit Banks having Revolving Loan Commitments to make Revolving Credit Loans that are at the Base Rate Loans Option on the first Business Day immediately following the date on which such drawing draw is honored in an aggregate amount equal to the Dollar Equivalent amount of such drawing, and (ii) the Banks shall, on the date of such drawing, make Revolving Loans that are Base Rate Loans in the amount of such drawing, the proceeds of which shall be applied directly by the Administrative Agent to reimburse such Issuing Bank for the Dollar Equivalent amount of such drawing; and further provided that if, for any reason, proceeds of Revolving Loans are not received by such Issuing Bank on such date in an amount equal to the amount of such drawing, such Issuing Bank shall be entitled to reimbursement in accordance with Section 1.04, on the Business Day (which shall be a business day under the laws of the jurisdiction of such Issuing Bank) immediately following the date of such drawing, in an amount in same day funds equal to the excess of the amount of such drawing over the amount of such Revolving Loans, if any, that are so receivedtheretofore received by the Issuing Bank in reimbursement thereof (the "Unreimbursed Amount"), plus accrued interest on such amount at the rate set forth in Subsection 2.3e(iii) hereof. If the Borrower shall be deemed to have given a request for a Disbursement under Subsection 2.2c hereof to the Agent pursuant to this Subsection 2.3c, then, (notwithstanding the satisfaction or waiver of the conditions specified in Section 1.13(f)(1)(i7.1 hereof), the Revolving Credit Banks shall, on the first Business Day immediately following the date of such draw, make Revolving Credit Loans at the Base Rate Option in the aggregate amount of the Unreimbursed Amount plus accrued interest on such amount at the rate set forth in Subsection 2.3e(iii) hereof. The proceeds of any such Revolving Credit Loans shall be applied directly by the Agent, upon receipt thereof from the Banks, to reimburse the Issuing Bank for the Unreimbursed Amount plus accrued interest on such amount. The foregoing shall not limit or impair the obligation of the Borrower to reimburse the Issuing Bank on demand.

Payment of Amounts Drawn Under Letters of Credit. In the event of any request for drawing under any Letter of Credit by the beneficiary thereof, the Issuing Bank Lender shall notify the Applicable Borrower Company and the Administrative Agent on or before the date which is two Business Days prior to the date on which such Issuing Lender intends to honor such drawing (unless such Letter of Credit by its terms requires the Issuing Lender to honor a drawing on or prior to the second Business Day following such drawing, in which case the Issuing Lender shall notify Company and Administrative Agent as soon as reasonably practicable but in any event on or before the date on which such Issuing Bank Lender intends to honor such drawing), and the Applicable Borrower Company shall reimburse such Issuing Bank Lender on the day date on which such drawing is honored honored, in each case in an amount in Dollars and in same day funds equal to the amount of and such drawing (which amount, in the same case of a drawing under a Letter of Credit which is denominated in a currency as such drawingother than Dollars, shall be calculated by reference to the applicable Exchange Rate); provided that, anything contained in this Agreement to the contrary notwithstanding, (i) unless the Applicable Borrower Company shall have notified the Administrative Agent and such Issuing Bank Lender prior to Noon 11:00 a.m. (New York time) on the Business Day of immediately prior to the date of such drawing that the Applicable Borrower Company intends to reimburse such Issuing Bank Lender for the amount of such drawing with funds other than the proceeds of Revolving Loans, the Applicable Borrower Company shall be deemed to have timely given a Notice of Borrowing to the Administrative Agent requesting the Banks having Revolving Loan Commitments Lenders to make Revolving Loans that which are Base Rate Loans Loans, on the Business Day following the date on which such drawing is honored honored, in an amount in Dollars equal to the Dollar Equivalent amount of such drawinghonored drawing (which amount, in the case of a drawing under a Letter of Credit which is denominated in a currency other than Dollars, shall be calculated by reference to the applicable Exchange Rate), and (ii) subject to satisfaction or waiver of the Banks conditions specified in subsection 3.2B, Lenders shall, on the date of such drawingrequested borrowing, make Revolving Loans that which are Base Rate Loans in the amount of such drawingdrawing as aforesaid, the proceeds of which shall be applied directly by the Administrative Agent to reimburse such Issuing Bank Lender for the Dollar Equivalent amount of such drawing; and further provided that ifthat, if for any reason, reason proceeds of Revolving Loans are not received by such Issuing Bank Lender on such date in an amount equal to the amount of such drawing, Company shall reimburse such Issuing Bank shall be entitled to reimbursement in accordance with Section 1.04Lender, on the Business Day (which shall be a business day (under the laws of the jurisdiction of such Issuing BankLender) immediately following the date on which reimbursement of such drawingdrawing is required as provided above, in an amount in same day funds equal to the excess of the amount of such drawing over the amount of such Revolving Loans, if any, that which are so received, plus accrued interest on such amount at the rate set forth in Section 1.13(f)(1)(isubsection 2.8F(4).

Payment of Amounts Drawn Under Letters of Credit. In the event of any request for drawing under any Letter of Credit by the beneficiary thereof, the Issuing Bank Lender shall immediately notify the Applicable Borrower Company and the Administrative Agent on or before the date on which such Issuing Bank intends to honor such drawing, and the Applicable Borrower Company shall reimburse such the Issuing Bank Lender on the day on which such drawing is honored in an amount in same day funds equal to the amount of and in the same currency as such drawing; provided that, anything contained in this Agreement to the contrary -------- notwithstanding, (i) unless the Applicable Borrower shall have notified the Administrative Agent and such Issuing Bank prior to Noon 11:00 A.M. (New York time) on the Business Day of the date of such drawing (a) Company shall have notified the Issuing Lender and Administrative Agent that the Applicable Borrower Company intends to reimburse such the Issuing Bank Lender for the amount of such drawing with funds other than the proceeds of Revolving LoansLoans or (b) Company shall have delivered a Notice of Borrowing 42 requesting Loans which are Base Rate Loans in an amount equal to the amount of such drawing, the Applicable Borrower then Company shall be deemed to have timely given a Notice of Borrowing to the Administrative Agent requesting the Banks having Revolving Loan Commitments Lenders to make Revolving Loans that which are Base Rate Loans on the Business Day following the date on which such drawing is honored in an amount equal to the Dollar Equivalent amount of such drawing, and (ii) the Banks if so requested by Administrative Agent, Lenders shall, on the date of such drawing, make Revolving Loans that which are Base Rate Loans in the amount of such drawing, the proceeds of which shall be applied directly by the Administrative Agent to reimburse such the Issuing Bank Lender for the Dollar Equivalent amount of such drawing; and provided further provided that ifthat, if for any reason, reason proceeds of Revolving such Loans are -------- ------- not received by such the Issuing Bank Lender on such date in an amount equal to the amount of such drawing, such Company shall reimburse the Issuing Bank shall be entitled to reimbursement in accordance with Section 1.04Lender, on the Business Day (which shall be a business day under the laws of the jurisdiction of such Issuing Bank) immediately following the date of such drawing, in an amount in same day funds equal to the excess of the amount of such drawing over the amount of such Revolving Loans, if any, that which are so received, plus accrued interest on such amount at the rate set forth in Section 1.13(f)(1)(isubsection 2.9E(iii).

Payment of Amounts Drawn Under Letters of Credit. In the event of any request for a drawing under any a Letter of Credit by the beneficiary thereofCredit, the respective Issuing Bank Lender shall notify the Applicable Borrower and the Administrative Agent on or before the date on which such Issuing Bank intends to honor such drawingPayments Administrator, and the Applicable Borrower who shall reimburse such Issuing Bank on the day on which such drawing is honored in an amount in same day funds equal to the amount of and in the same currency as such drawing; provided thatnotify each Revolving Credit Lender, anything contained in this Agreement to the contrary notwithstanding, (i) unless the Applicable Borrower shall have notified the Administrative Agent and such Issuing Bank prior to Noon (New York time) on the Business Day of the date of such drawing that and, subject to satisfaction or waiver of the Applicable Borrower intends to reimburse such Issuing Bank for conditions specified in Section 5.2 hereof and the amount other terms and conditions of such drawing with funds other than the proceeds of Revolving LoansBorrowings contained herein, the Applicable Borrower shall be deemed to have timely given a Notice of Borrowing to the Administrative Agent requesting the Banks having Revolving Loan Commitments to make Revolving Loans that are Base Rate Loans on the Business Day following the date on which such drawing is honored in an amount equal to the Dollar Equivalent amount of such drawing, and (ii) the Banks Credit Lenders shall, on the date of such drawing (or if the Payments Administrator's notice contemplated above is delivered after 12:00 Noon (New York City time) on the date of such drawing, the Business Day after such drawing), make Revolving Loans that are (constituting Base Rate Loans Loans) in the amount of such drawingdrawing (or the Dollar Equivalent thereof in the case of any drawing under a Letter of Credit denominated in a currency other than Dollars), the proceeds of which shall be applied directly by the Administrative Agent Payments Administrator to reimburse such the Issuing Bank Lender for the Dollar Equivalent amount of such drawing; and further provided that if, drawing or payment. Borrowings of Base Rate Loans pursuant to this Section 3.5 shall not be subject to the minimum amount requirement of Section 2.3(a)(iii). If for any reason, proceeds of Revolving Loans are not received by such the Issuing Bank Lender on such date in an amount equal to the amount of such drawingdrawing (or the Dollar Equivalent thereof in the case of any drawing under a Letter of Credit denominated in a currency other than Dollars), such Issuing Bank the Borrower shall be entitled obligated to reimbursement in accordance with Section 1.04and shall reimburse the Issuing Lender, on the Business Day (which shall be a business day under the laws of the jurisdiction of such Issuing Bank) immediately following the date of such drawingdate, in Dollars in an amount in same day funds equal to the excess of the amount of such drawing (or the Dollar Equivalent thereof in the case of any drawing under a Letter of Credit denominated in a currency other than Dollars) over the amount of such Revolving Loans, if any, that which are so received, plus accrued interest on such amount until paid in full at the rate set forth in Section 1.13(f)(1)(i4.2 or 4.4, as applicable; PROVIDED, HOWEVER, that any such payments shall not prejudice any rights that the Borrower may have against any Revolving Credit Lender as a result of any default by such Revolving Credit Lender in funding such Revolving Loans, as provided in the final sentence of Section 2.4(c).

Payment of Amounts Drawn Under Letters of Credit. In the event of any request for drawing under any Letter of Credit by the beneficiary thereof, the Issuing Bank Agent shall immediately notify the Applicable applicable Borrower and the Administrative Agent on or before the date on which such Issuing Bank intends to honor such drawingBanks, and the Applicable such Borrower shall pay to the Agent for account of the Issuing Banks, an amount equal to the amount necessary to reimburse such the Issuing Bank Banks on the day on which such drawing is honored in an amount in same day funds equal to the amount which the Issuing Banks paid as a result of and in the same currency as such drawing; provided that, anything contained . If the amount in this Agreement such Borrower's account with such Agent is insufficient to reimburse the contrary notwithstanding, (i) unless the Applicable Issuing Banks or such Borrower shall have notified fail to reimburse the Administrative Agent and such Issuing Bank prior to Noon (New York time) Banks on the Business Day of the date of such any drawing that the Applicable Borrower intends under a Letter of Credit in an amount equal to reimburse such Issuing Bank for the amount of such drawing with funds other than paid by the proceeds of Revolving LoansIssuing Banks, the Applicable (i) such Borrower shall be deemed to have timely given a Notice of Borrowing to the Administrative Agent requesting the Banks having Revolving Loan Commitments Lenders to make Revolving Loans Committed Advances that are Base Rate Loans Advances on the Business Day following the date on which such drawing is honored in an amount equal to the Dollar Equivalent amount of such drawing, and (ii) subject to satisfaction or waiver of the Banks conditions specified in Article III, the Lenders shall, on the date Business Day of such drawing, make Revolving Loans Committed Advances that are Base Rate Loans Advances in the amount of such drawingdrawing together with accrued interest thereon at the rate for Base Rate Advances from the date of drawing to the date of such Advances, the proceeds of which shall be applied directly by the Administrative Agent to reimburse such the Issuing Bank Banks for the Dollar Equivalent amount of such drawingdrawing together with such accrued interest thereon; and further provided that ifprovided, that, if for any reason, reason (other than the wrongful failure of the Lenders to make Advances) proceeds of Revolving Loans Advances are not received by such any Issuing Bank on such date in an amount equal to the amount of such drawing, such Issuing Bank shall be entitled to reimbursement in accordance with Section 1.04, on the Business Day (which shall be a business day under the laws of the jurisdiction of such Issuing Bank) immediately following the date of such drawing, in an amount in same day funds equal to the excess of the amount of such drawing over the amount of such Revolving Loans, if any, that are so received, plus accrued interest on such amount at the rate set forth in Section 1.13(f)(1)(i).amount

Payment of Amounts Drawn Under Letters of Credit. In the event of any request for drawing under any Letter of Credit by the beneficiary thereof, the Issuing Bank Lender shall notify the Applicable Borrower at whose request the Letter of Credit was issued and the Administrative Agent on or before the date which is two Business Days prior to the date on which such Issuing Lender intends to honor such drawing (unless such Letter of Credit by its terms requires the Issuing Lender to honor a drawing on or prior to the second Business Day following such drawing, in which case the Issuing Lender shall notify the Borrower at whose request the Letter of Credit was issued and Administrative Agent as soon as reasonably practicable but in any event on or before the date on which such Issuing Bank Lender intends to honor such drawing), and the Applicable Borrower at whose request the Letter of Credit was issued shall reimburse such Issuing Bank Lender on the day date on which such drawing is honored honored, in each case in an amount in same day funds either the currency in which such Letter of Credit is denominated or in Dollars and in Same Day Funds equal to the amount of and such drawing (which amount, in the same case of a reimbursement in Dollars of a drawing under a Letter of Credit which is denominated in a currency as such drawingother than Dollars, shall be calculated by reference to the applicable Spot Rate); provided that, anything contained in this Agreement to the contrary notwithstanding, (i) unless the Applicable Borrower at whose request the Letter of Credit was issued shall have notified the Administrative Agent and such Issuing Bank Lender prior to Noon 11:00 a.m. (New York time) on the Business Day of immediately prior to the date of such drawing that the Applicable Borrower at whose request the Letter of Credit was issued intends to reimburse such Issuing Bank Lender for the amount of such drawing with funds other than the proceeds of Revolving Loans, the Applicable Borrower at whose request the Letter of Credit was issued shall be deemed to have timely given a Notice of Borrowing to the Administrative Agent requesting the Banks having Revolving Loan Commitments Lenders to make Revolving Loans that (or Offshore Revolving Loans, as applicable) to such Borrower which are Base Rate Loans Loans, on the Business Day following the date on which such drawing is honored honored, in an amount in Dollars equal to the Dollar Equivalent amount of such drawinghonored drawing (which amount, in the case of a drawing under a Letter of Credit which is denominated in a currency other than Dollars, shall be calculated by reference to the applicable Spot Rate on the date such drawing is honored), and (ii) subject to satisfaction or waiver of the Banks conditions specified in subsection 3.2B, Lenders shall, on the date of such drawingrequested borrowing, make Revolving Loans that (or Offshore Revolving Loans, as applicable) to such Borrower which are Base Rate Loans in the amount of such drawingdrawing as aforesaid, the proceeds of which shall be applied directly by the Administrative Agent to reimburse such Issuing Bank Lender for the Dollar Equivalent amount of such drawing; , and further provided that if, if for any reason, reason proceeds of Revolving Loans (or Offshore Revolving Loans, as applicable) are not received by such Issuing Bank Lender on such date in an amount equal to the amount of such drawing, Borrowers shall reimburse such Issuing Bank shall be entitled to reimbursement Lender in accordance with Section 1.04Dollars, on the Business Day (which shall be a business day (under the laws of the jurisdiction of such Issuing BankLender) immediately following the date on which reimbursement of such drawingdrawing is required as provided above, in an amount in same day funds Same Day Funds equal to the excess of the amount of such drawing over the amount of such Revolving Loans, if any, that which are so received, plus accrued interest on such amount at the rate set forth in Section 1.13(f)(1)(isubsection 2.8F(2).

Payment of Amounts Drawn Under Letters of Credit. (a) In the event of any request for a drawing under any Letter of Credit by the beneficiary thereof, the Issuing Bank Agent shall notify the Applicable Borrower and the Administrative Agent Lenders on or before the date on which the Agent or other issuer shall make any payment under such Issuing Bank intends to honor such drawingLetter of Credit, and the Applicable Borrower shall reimburse such Issuing Bank the Agent on the day on which such drawing is honored in an amount amount, in same day funds funds, equal to the amount of and in the same currency as such drawing; provided that, anything contained in this Agreement to . If the contrary notwithstanding, (i) unless Borrower does not reimburse the Applicable Borrower shall have notified the Administrative Agent and such Issuing Bank prior to Noon (New York time) on the Business Day of the date of such drawing that the Applicable Borrower intends to reimburse such Issuing Bank for the amount of such drawing with funds other than the proceeds of Revolving Loans, the Applicable Borrower shall be deemed to have timely given a Notice of Borrowing to the Administrative Agent requesting the Banks having Revolving Loan Commitments to make Revolving Loans that are Base Rate Loans on the Business Day following the date day on which such drawing is honored in an amount equal to the Dollar Equivalent amount of such drawingamount, and (ii) the Banks shallin same day funds, on the date of such drawing, make Revolving Loans that are Base Rate Loans in the amount of such drawing, the proceeds of which shall be applied directly by the Administrative Agent to reimburse such Issuing Bank for the Dollar Equivalent amount of such drawing; and further provided that if, for any reason, proceeds of Revolving Loans are not received by such Issuing Bank on such date in an amount equal to the amount of such drawing, such Issuing Bank drawing shall be entitled deemed to reimbursement in accordance with Section 1.04, on the Business Day (which shall be a business day under the laws of the jurisdiction of such Issuing Bank) immediately following the date of such drawing, request by Borrower for a Base Rate Revolving Loan in an amount in same day funds equal to the excess of the amount of such drawing over and such Base Rate Revolving Loan may be used to repay the drawing under the Letter of Credit. (b) Notwithstanding any provision of this Agreement to the contrary, to the extent that any Letter of Credit or portion thereof will remain outstanding after the Stated Maturity Date for the Letter of Credit Commitment, for any reason whatsoever, the parties hereto hereby agree that the beneficiary or beneficiaries thereof shall be deemed to have made a drawing of all available amounts pursuant to such Letters of Credit on the Stated Maturity Date for the Letter of Credit Commitment which amount shall be held by the Agent as cash collateral for its remaining obligations pursuant to such Letters of Credit. (c) As between the Borrower and the Agent, the Borrower assumes all risk of the acts and omissions of, or misuse of, the Letters of Credit by the respective beneficiaries of such Revolving LoansLetters of Credit, if any, that are so received, plus accrued interest on such amount at other than losses resulting from the rate gross negligence and willful misconduct of the Agent. In furtherance and not in limitation of the foregoing but subject to the exception for the Agent's gross negligence or willful misconduct set forth above, the Agent shall not be responsible (i) for the form, validity, sufficiency, accuracy, genuineness or legal effect of any document submitted by any party in Section 1.13(f)(1)(i)connection with the application for and issuance of such Letters of Credit, even if it should in fact prove to be in any or all respects insufficient, inaccurate, fraudulent or forged or otherwise invalid; (ii) for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign any such Letter of Credit or the rights or benefits thereunder or proceeds thereof in whole or in part which may prove to be invalid or ineffective for any reason; (iii) for failure of the beneficiary of any such Letter of Credit to comply fully with the conditions required in order to draw upon such Letter of Credit; (iv) for errors, omissions, interruptions or delays in transmission or delivery of any messages, by mail, cable, telegraph, telex, telecopy or otherwise; (v) for good faith errors in interpretation of technical terms; (vi) for any loss or delay in the transmission or otherwise of any document required in order to make a drawing under any such Letter of Credit or the proceeds thereof; (vii) for the misapplication by the beneficiary of any such Letter of Credit; and (viii) for any consequences arising from causes beyond the control of the Agent.

Payment of Amounts Drawn Under Letters of Credit. In the event of determining whether to honor any request for drawing under any Letter of Credit by the beneficiary thereof, the Issuing Bank Lender shall be responsible only to determine that the documentation required to be delivered under such Letter of Credit has been delivered and that it complies on its face with the requirements of such Letter of Credit. In the event the Issuing Lender has determined to honor such a request for drawing, such Issuing Lender shall notify the Applicable Borrower Company and the Administrative Agent on or before the date on which such Issuing Bank Lender intends to honor such drawing, and the Applicable Borrower Company shall reimburse such Issuing Bank Lender on the day on which such drawing is honored in an amount in same day funds equal to the amount of and in the same currency as such drawing; provided that, anything contained in this Agreement to the contrary notwithstanding, notwithstanding (i) unless the Applicable Borrower shall have notified the Administrative Agent and such Issuing Bank prior to Noon (New York time) on the close of business of the Business Day of immediately preceding the date of such drawing (a) Company shall have notified Agent and Issuing Lender that the Applicable Borrower it intends to reimburse such Issuing Bank Lender for the amount of such drawing with funds other than the proceeds of Revolving LoansLoans or (b) Company shall have delivered a Notice of Borrowing requesting Revolving Loans in an amount equal to the amount of such drawing, the Applicable Borrower Company shall be deemed to have timely given delivered a Notice of Borrowing to the Administrative Agent requesting the Banks having Revolving Loan Commitments Lenders to make Revolving Loans that which are Base Rate Loans on the Business Day following the date on which such drawing is honored in an amount equal to the Dollar Equivalent amount of such drawing to be used to reimburse such drawing, and (ii) the Banks Lenders shall, on the date of such drawing, make Revolving Loans that are Base Rate Loans in the amount of such drawingdrawing to be made in accordance with subsection 2.1.A and 2.7.B, the proceeds of which shall be applied directly by the Administrative Agent to reimburse such Issuing Bank Lender for the Dollar Equivalent amount of such drawing; and provided further provided that ifthat, if for any reason, reason proceeds of Revolving Loans are not received by such Issuing Bank Lender on such date in an amount equal to the amount of such drawing, Company shall reimburse such Issuing Bank shall be entitled to reimbursement in accordance with Section 1.04Lender, on the Business Day (which shall be a business day under the laws of the jurisdiction of such Issuing Bank) immediately following the date of such drawing, in an amount in same day funds equal to the excess of the amount of such drawing over the amount of such Revolving Loans, if any, that which are so received, plus accrued interest on such amount at the rate set forth in Section 1.13(f)(1)(isubsection 2.5.B.(ii).

Payment of Amounts Drawn Under Letters of Credit. In the event of any request for drawing under any Letter of Credit by the beneficiary thereof, the Issuing Bank Lender shall immediately notify the Applicable Borrower and the Administrative Agent on or before the date on which such Issuing Bank intends to honor such drawing, and the Applicable Borrower shall reimburse such the Issuing Bank Lender on the day on which such drawing is honored in an amount in same day funds equal to the amount of and in the same currency as such drawing; provided that, anything contained in this Agreement to the contrary notwithstanding, (i) unless the Applicable Borrower shall have notified the Administrative Agent and such Issuing Bank prior to Noon 10:00 A.M. (New York time) on the Business Day of the date of such drawing drawing (a) Borrower shall have notified the Issuing Lender and Administrative Agent that the Applicable Borrower intends to reimburse such the Issuing Bank Lender for the amount of such drawing with funds other than the proceeds of Revolving LoansWorking Capital Loans or (b) Borrower shall have delivered a Notice of Borrowing requesting Working Capital Loans which are Base Rate Loans in an amount equal to the amount of such drawing, the Applicable Borrower shall be deemed to have timely given a Notice of Borrowing to the Administrative Agent requesting the Banks having Revolving Loan Commitments Lenders to make Revolving Working Capital Loans that which are Base Rate Loans on the Business Day following the date on which such drawing is honored in an amount equal to the Dollar Equivalent amount of such drawing, and (ii) the Banks if so requested by Administrative Agent, Lenders shall, on the date of such drawing, make Revolving Working Capital Loans that which are Base Rate Loans in the amount of such drawing, the proceeds of which shall be applied directly by the Administrative Agent to reimburse such the Issuing Bank Lender for the Dollar Equivalent amount of such drawing; and provided further provided that ifthat, if for any reason, reason proceeds of Revolving Working Capital Loans are not received by such the Issuing Bank Lender on such date in an amount equal to the amount of such drawing, such Borrower shall reimburse the Issuing Bank shall be entitled to reimbursement in accordance with Section 1.04Lender, on the Business Day (which shall be a business day under the laws of the jurisdiction of such Issuing Bank) immediately following the date of such drawing, in an amount in same day funds equal to the excess of the amount of such drawing over the amount of such Revolving Working Capital Loans, if any, that which are so received, plus accrued interest on such amount at the rate set forth in Section 1.13(f)(1)(isubsection 2.9E(iii).

Payment of Amounts Drawn Under Letters of Credit. In the event of any request for drawing under any Letter of Credit by the beneficiary thereofCredit, the Issuing Bank Lender shall notify the Applicable Borrower at whose request the Letter of Credit was issued and the Administrative Agent on or before the date which is two Business Days prior to the date on which such Issuing Lender intends to honor such drawing (unless such Letter of Credit by its terms requires the Issuing Lender to honor a drawing on or prior to the second Business Day following such drawing, in which case the Issuing Lender shall notify the Borrower at whose request the Letter of Credit was issued and Administrative Agent as soon as reasonably practicable but in any event on or before the date on which such Issuing Bank Lender intends to honor such drawing), and the Applicable Borrower at whose request the Letter of Credit was issued shall reimburse such Issuing Bank Lender on the day date on which such drawing is honored honored, in each case in an amount in same day funds either the currency in which such Letter of Credit is denominated or in Dollars and in Same Day Funds equal to the amount of and such drawing (which amount, in the same case of a reimbursement in Dollars of a drawing under a Letter of Credit which is denominated in a currency as such drawingother than Dollars, shall be calculated by reference to the applicable Spot Rate); provided that, anything contained in this Agreement to the contrary notwithstanding, (i) unless the Applicable Borrower at whose request the Letter of Credit was issued shall have notified the Administrative Agent and such Issuing Bank Lender prior to Noon 11:00 a.m. (New York time) on the Business Day of immediately prior to the date of such drawing that the Applicable Borrower at whose request the Letter of Credit was issued intends to reimburse such Issuing Bank Lender for the amount of such drawing with funds other than the proceeds of Revolving Loans, the Applicable Borrower at whose request the Letter of Credit was issued shall be deemed to have timely given a Notice of Borrowing to the Administrative Agent requesting the Banks having Revolving Loan Commitments Lenders to make (i) US Revolving Loans that with respect to any Letters of Credit issued under the US Revolving Facility and (ii) Multicurrency Revolving Loans (or Offshore Revolving Loans, as applicable) with respect to any Letters of Credit issued under the Multicurrency Revolving Facility, in each case, to such Borrower which are Base Rate Loans (or, in the case of any such Loans denominated in Euro or ADollars, Eurocurrency Rate Loans with an Interest Period of one month), on the Business Day following the date on which such drawing is honored honored, in an amount in the currency in which the Letter of Credit is denominated (if denominated in ADollars, Euro or Dollars), and otherwise in Dollars, equal to the Dollar Equivalent amount of such drawinghonored drawing (which amount, in the case of a drawing under a Letter of Credit which is denominated in a currency other than ADollars, Euro or Dollars, shall be calculated by reference to the applicable Spot Rate for Dollars on the date such drawing is honored), and (ii) subject to satisfaction or waiver of the Banks conditions specified in subsection 3.2B, Lenders shall, on the date of such drawingrequested borrowing, make (i) US Revolving Loans that with respect to any Letters of Credit issued under the US Revolving Facility and (ii) Multicurrency Revolving Loans (or Offshore Revolving Loans, as applicable) with respect to any Letters of Credit issued under the Multicurrency Revolving Facility, in each case, to such Borrower which are Base Rate Loans (or, in the case of any such Loans denominated in Euro or ADollars, Eurocurrency Rate Loans with an Interest Period of one month), in the amount of such drawingdrawing as aforesaid, the proceeds of which shall be applied directly by the Administrative Agent to reimburse such Issuing Bank Lender for the Dollar Equivalent amount of such drawing; , and further provided that if, if for any reason, reason proceeds of US Revolving Loans or Multicurrency Revolving Loans (or Offshore Revolving Loans, as applicable), as the case may be, are not received by such Issuing Bank Lender on such date in an amount equal to the amount of such drawing, Borrowers shall reimburse such Issuing Bank shall be entitled to reimbursement Lender in accordance with Section 1.04an amount in the currency in which the Letter of Credit is denominated (if denominated in ADollars, Euro or Dollars), and otherwise in Dollars, on the Business Day (which shall be a business day (under the laws of the jurisdiction of such Issuing BankLender) immediately following the date on which reimbursement of such drawingdrawing is required as provided above, in an amount in same day funds Same Day Funds equal to the excess of the amount of such drawing over the amount of such respective US Revolving Loans or Multicurrency Revolving Loans, if any, that which are so received, plus accrued interest on such amount at the rate set forth in Section 1.13(f)(1)(i)subsection 0.

Payment of Amounts Drawn Under Letters of Credit. In the event of any request for drawing under any Letter of Credit by the beneficiary thereof, the Issuing Bank shall immediately notify the Applicable Borrower Borrowers and the Administrative Agent on or before the date on which such Issuing Bank intends to honor such drawingBanks, and the Applicable Borrower Borrowers shall reimburse such the Issuing Bank on the day on which such drawing is honored in an amount in same day immediately available funds equal to the amount of and in the same currency as such drawing; provided thatthat (1) if sufficient funds are then in the Letter of Credit Cash Collateral Account to reimburse it in full for the amount of such drawing, anything contained in this Agreement the Issuing Bank shall immediately withdraw such amount necessary to reimburse it from the contrary notwithstandingLetter of Credit Cash Collateral Account, (i2) if the funds then in the Letter of Credit Cash Collateral Account are insufficient to reimburse the Issuing Bank in full for the amount of such drawing, the Issuing Bank shall withdraw all of the funds in the Letter of Credit Cash Collateral Account and the unreimbursed balance of such drawing shall be reimbursed in accordance with clause (3) below, and (3) if there are no funds then in the Letter of Credit Cash Collateral Account then (a) unless the Applicable Borrower Borrowers shall have notified the Administrative Agent and such Issuing Bank prior to Noon (New York time) 11:00 A.M. on the Business Day of the date of such drawing that the Applicable Borrower intends Borrowers intend to reimburse such the Issuing Bank for the amount of such drawing with funds other than the proceeds of Revolving LoansAdvances, the Applicable Borrower Borrowers shall be deemed to have timely given a Notice of Borrowing notice to the Administrative Agent requesting the Banks having Revolving Loan Commitments to make Revolving Loans that are an Advance which shall earn interest at the Adjusted Base Rate Loans (as such rate may change from time to time) in accordance with Section 2.4 on the Business Day following the date day on which such drawing is honored (the "Reimbursement Date") in an aggregate amount equal to the Dollar Equivalent amount of such drawingdrawing less the amount, if any, withdrawn from the Letter of Credit Cash Collateral Account pursuant to clause (2) above, and (iib) subject to satisfaction or waiver of the conditions specified in Section 3.2, the Banks shall, on the date of such drawingReimbursement Date, make Revolving Loans that are an Advance, which shall earn interest at the Adjusted Base Rate Loans Rate, in an aggregate amount equal to the amount of such drawingdrawing less the amount, if any, withdrawn from the Letter of Credit Cash Collateral Account pursuant to clause (2) above, the proceeds of which shall be applied directly by the Administrative Agent to reimburse such the Issuing Bank for the Dollar Equivalent amount of such drawing; and further provided further, that if, if for any reason, reason the proceeds of Revolving Loans such Advance are not received by such the Issuing Bank on such date the Reimbursement Date in an aggregate amount equal to the amount of such drawing, such the Borrowers shall reimburse the Issuing Bank shall be entitled to reimbursement in accordance with Section 1.04, on the Business Day (which shall be a business day under the laws of the jurisdiction of such Issuing Bank) immediately following the date of such drawingReimbursement Date, in same day funds, in an amount in same day funds equal to the excess of the amount of such drawing over the aggregate amount of such Revolving LoansAdvance, if any, that which are so received, received plus accrued interest on such amount at the rate set forth in Section 1.13(f)(1)(i)2.19(G)(1) less the amount, if any, withdrawn by the Issuing Bank pursuant to clause (2) above.

Payment of Amounts Drawn Under Letters of Credit. In the event of any Upon each request ------------------------------------------------ for drawing a draw under any a Letter of Credit by the beneficiary thereof, the Issuing Bank shall immediately notify the Applicable Borrower and the Administrative Agent on or before the date on which such Issuing Bank intends to honor such drawing, and the Applicable Borrower shall reimburse such reimburse, or cause the reimbursement of, the Issuing Bank on the day on which such drawing is honored demand in an amount in same day funds equal to the amount of such draw; provided, however, that any -------- ------- failure of the Issuing Bank to notify the Borrower and in the same currency as Administrative Agent prior to honoring any such drawing; provided that, anything contained in this Agreement draw shall not affect the Borrower's obligation to reimburse the contrary notwithstanding, (i) unless Issuing Bank. Unless the Applicable Borrower shall have notified the Administrative Agent and such Issuing Bank prior to Noon (New York time) on the Business Day of the date of such drawing time that the Applicable Borrower intends to reimburse such the Issuing Bank for all or a portion of the amount of such drawing draw with funds other than the proceeds of Revolving Loans, the Applicable Borrower shall conclusively be deemed to have timely given a Notice of Borrowing request for a Loan under Section 2.1 hereof to the Administrative Agent requesting the Banks having Revolving Loan Commitments Lender to make Revolving Credit Loans that are at the Base Rate Loans Option on the first Business Day immediately following the date on which such drawing draw is honored in an aggregate amount equal to the Dollar Equivalent amount of such drawing, and (ii) the Banks shall, on the date of such drawing, make Revolving Loans that are Base Rate Loans in the amount of such drawing, the proceeds of which shall be applied directly by the Administrative Agent to reimburse such Issuing Bank for the Dollar Equivalent amount of such drawing; and further provided that if, for any reason, proceeds of Revolving Loans are not received by such Issuing Bank on such date in an amount equal to the amount of such drawing, such Issuing Bank shall be entitled to reimbursement in accordance with Section 1.04, on the Business Day (which shall be a business day under the laws of the jurisdiction of such Issuing Bank) immediately following the date of such drawing, in an amount in same day funds equal to the excess of the amount of such drawing draw over the amount theretofore received by the Issuing Bank in reimbursement thereof (the "Unreimbursed Amount"), plus accrued interest on such amount at the ---- rate set forth in Subsection 2.3c hereof. If the Borrower shall be deemed to have given a request for a Loan under Section 2.1 hereof to the Administrative Agent pursuant to this Subsection 2.3b, then, notwithstanding: (i) the failure of Borrower to satisfy the conditions specified in Section 6 hereof, (ii) the occurrence of an Event of Default or (iii) the acceleration of any Obligations or termination of any Commitment pursuant to Section 7.2, the Lenders shall, on the ----------- first Business Day immediately following the date of such Revolving Loansdraw, if any, that are so receivedmake a Loan at the Base Rate Option in the aggregate amount of the Unreimbursed Amount, plus accrued interest on such amount at the rate ---- set forth in Section 1.13(f)(1)(i)Subsection 2.3c hereof. The proceeds of any such Loan shall be applied directly by the Issuing Bank, to reimburse the Issuing Bank for the Unreimbursed Amount, plus accrued interest on ---- such amount. The foregoing shall not limit or impair the obligation of the Borrower to reimburse the Issuing Bank on demand for any Unreimbursed Amount. The Issuing Bank hereby sells, and each Lender hereby purchases, on a continuing basis, a participation and an undivided interest in (i) the obligations of the Issuing Bank to honor any drawing under any Letter of Credit and (ii) the Indebtedness of the Borrower to the Issuing Bank under this Agreement in respect of each Letter of Credit, such participation being in the amount of such Lender's Commitment Percentage of such obligations and Indebtedness.

Payment of Amounts Drawn Under Letters of Credit. In the event of any request for drawing under any Letter of Credit by the beneficiary thereof, the Issuing Bank shall immediately notify the Applicable Borrower and the Administrative Agent on or before the date on which such Issuing Bank intends to honor such drawingAgent, and the Applicable Borrower shall reimburse such the Issuing Bank on the day on which such drawing is honored in an amount in same day immediately available funds equal to the amount of and in the same currency as such drawing; provided thatthat (1) if sufficient funds are then in the Letter of Credit Cash Collateral Account to reimburse it in full for the amount of such drawing, anything contained in this Agreement the Issuing Bank shall immediately request the Agent and the Agent shall withdraw such amount necessary to reimburse it from the contrary notwithstandingLetter of Credit Cash Collateral Account, (i2) if the funds then in the Letter of Credit Cash Collateral Account are insufficient to reimburse the Issuing Bank in full for the amount of such drawing, the Agent shall withdraw all of the funds in the Letter of Credit Cash Collateral Account which shall be applied directly by the Agent to reimburse the Issuing Bank for such drawing and the unreimbursed balance of such drawing shall be reimbursed in accordance with clause (3) below, and (3) if there are no funds then in the Letter of Credit Cash Collateral Account, or if such funds are insufficient to reimburse the Issuing Bank in full for the amount of such drawing, then (a) unless the Applicable Borrower shall have notified the Administrative Agent and such Issuing Bank prior to Noon (New York time) 11:00 A.M. on the Business Day of the date of such drawing that the Applicable Borrower intends intend to reimburse such the Issuing Bank for the amount of such drawing with funds other than the proceeds of Revolving LoansAdvances, the Applicable Borrower shall be deemed to have timely given a Notice of Borrowing notice to the Administrative Agent requesting the Banks having Revolving Loan Commitments Lenders to make Revolving Loans that are an Advance which shall earn interest at the Adjusted Base Rate Loans in accordance with Section 2.2 on the Business Day following the date day on which such drawing is honored (the "Reimbursement Date") in an aggregate amount equal to the Dollar Equivalent amount of such drawingdrawing less the amount, if any, withdrawn from the Letter of Credit Cash Collateral Account pursuant to clause (2) above, and (iib) subject to satisfaction or waiver of the Banks conditions specified in Section 4.2, the Lenders shall, on the date of such drawingReimbursement Date, make Revolving Loans that are an Advance, which shall earn interest at the Adjusted Base Rate Loans Rate, in an aggregate amount equal to the amount of such drawingdrawing less the amount, if any, withdrawn from the Letter of Credit Cash Collateral Account pursuant to clause (2) above, the proceeds of which shall be applied directly by the Administrative Agent to reimburse such the Issuing Bank for the Dollar Equivalent amount of such drawing; and further provided that if, for any reason, proceeds of Revolving Loans are not received by such Issuing Bank on such date in an amount equal to the amount of such drawing, such Issuing Bank shall be entitled to reimbursement in accordance with Section 1.04, on the Business Day (which shall be a business day under the laws of the jurisdiction of such Issuing Bank) immediately following the date of such drawing, in an amount in same day funds equal to the excess of the amount of such drawing over the amount of such Revolving Loans, if any, that are so received, plus accrued interest on such amount at the rate set forth in Section 1.13(f)(1)(i).

Payment of Amounts Drawn Under Letters of Credit. In the event of any request for drawing under any Letter of Credit by the beneficiary thereof, the Issuing Bank Lender shall notify the Applicable Borrower at whose request the Letter of Credit was issued and the Administrative Agent on or before the date which is two Business Days prior to the date on which such Issuing Lender intends to honor such drawing (unless such Letter of Credit by its terms requires the Issuing Lender to honor a drawing on or prior to the second Business Day following such drawing, in which case the Issuing Lender shall notify the Borrower at whose request the Letter of Credit was issued and Administrative Agent as soon as reasonably practicable but in any event on or before the date on which such Issuing Bank Lender intends to honor such drawing), and the Applicable Borrower at whose request the Letter of Credit was issued shall reimburse such Issuing Bank Lender on the day date on which such drawing is honored honored, in each case in an amount in same day funds either the currency in which such Letter of Credit is denominated or in Dollars and in Same Day Funds equal to the amount of and such drawing (which amount, in the same case of a reimbursement in Dollars of a drawing under a Letter of Credit which is denominated in a currency as such drawingother than Dollars, shall be calculated by reference to the applicable Exchange Rate); provided that, anything contained in this Agreement to the contrary notwithstanding, (i) unless the Applicable Borrower at whose request the Letter of Credit was issued shall have notified the Administrative Agent and such Issuing Bank Lender prior to Noon 11:00 a.m. (New York time) on the Business Day of immediately prior to the date of such drawing that the Applicable Borrower at whose request the Letter of Credit was issued intends to reimburse such Issuing Bank Lender for the amount of such drawing with funds other than the proceeds of Revolving Loans, the Applicable Borrower at whose request the Letter of Credit was issued shall be deemed to have timely given a Notice of Borrowing to the Administrative Agent requesting the Banks having Revolving Loan Commitments Lenders to make Revolving Loans that (or Offshore Revolving Loans, as applicable) to such Borrower which are Base Rate Loans Loans, on the Business Day following the date on which such drawing is honored honored, in an amount in Dollars equal to the Dollar Equivalent amount of such drawinghonored drawing (which amount, in the case of a drawing under a Letter of Credit which is denominated in a currency other than Dollars, shall be calculated by reference to the applicable Exchange Rate on the date such drawing is honored), and (ii) subject to satisfaction or waiver of the Banks conditions specified in subsection 3.2B, Lenders shall, on the date of such drawingrequested borrowing, make Revolving Loans that (or Offshore Revolving Loans, as applicable) to such Borrower which are Base Rate Loans in the amount of such drawingdrawing as aforesaid, the proceeds of which shall be applied directly by the Administrative Agent to reimburse such Issuing Bank Lender for the Dollar Equivalent amount of such drawing; , and further provided that if, if for any reason, reason proceeds of Revolving Loans (or Offshore Revolving Loans, as applicable) are not received by such Issuing Bank Lender on such date in an amount equal to the amount of such drawing, Borrowers shall reimburse such Issuing Bank shall be entitled to reimbursement Lender in accordance with Section 1.04Dollars, on the Business Day (which shall be a business day (under the laws of the jurisdiction of such Issuing BankLender) immediately following the date on which reimbursement of such drawingdrawing is required as provided above, in an amount in same day funds Same Day Funds equal to the excess of the amount of such drawing over the amount of such Revolving Loans, if any, that which are so received, plus accrued interest on such amount at the rate set forth in Section 1.13(f)(1)(isubsection 2.8F(2).

Payment of Amounts Drawn Under Letters of Credit. In the event of any request for drawing under any Letter of Credit by the beneficiary thereof, the Issuing Bank shall immediately notify the Applicable Borrower Borrowers, Agent and the Administrative Agent on or before the date on which such Issuing Bank intends to honor such drawingLenders, and the Applicable Borrower Borrowers shall reimburse such Issuing Bank on the day on which such drawing is honored by paying to Issuing Bank immediately available funds in an amount in same day funds equal to the amount of and such drawing as provided below; provided that (1) if sufficient funds are then in the same currency as Letter of Credit Cash Collateral Account to reimburse Issuing Bank in full for the amount of such drawing; provided that, anything contained in this Agreement Agent shall immediately withdraw such amount necessary to reimburse Issuing Bank from the contrary notwithstandingLetter of Credit Cash Collateral Account, (i2) if the funds then in the Letter of Credit Cash Collateral Account are insufficient to reimburse Issuing Bank in full for the amount of such drawing, Agent shall withdraw all of the funds in the Letter of Credit Cash Collateral Account to reimburse Issuing Bank and the unreimbursed balance of such drawing shall be reimbursed in accordance with clause (3) below, and (3) if there are no funds or insufficient funds then in the Letter of Credit Cash Collateral Account then (a) unless the Applicable Borrower Borrowers shall have notified the Administrative Agent and such Issuing Bank prior to Noon (11:00 a.m., New York Jersey time) , on the Business Day of the date of such drawing that the Applicable Borrower intends Borrowers intend to reimburse such Issuing Bank for the amount of such drawing with funds other than the proceeds of the Revolving LoansCredit Advances, the Applicable Borrower Borrowers shall be deemed to have timely given a Notice of Borrowing notice to the Administrative Agent requesting the Banks having Revolving Loan Commitments Lenders to make a Revolving Loans that are Credit Advance which shall bear interest at the Adjusted Base Rate Loans on the Business Day following the date day on which such drawing is honored (the "Reimbursement Date") in an aggregate amount equal to the Dollar Equivalent amount of such drawingdrawing less the amount, if any, withdrawn from the Letter of Credit Cash Collateral Account pursuant to clause (2) above, and (iib) the Banks Lenders shall, on the date of such drawingReimbursement Date (whether or not the conditions set forth in Section 4.2 hereof are satisfied) make a Revolving Credit Advance, make Revolving Loans that are which shall bear interest at the Adjusted Base Rate Loans Rate, in an aggregate amount equal to the amount of such drawingdrawing less the amount, if any, withdrawn from the Letter of Credit Cash Collateral Account pursuant to clause (2) above, the proceeds of which shall be applied directly by the Administrative Agent to reimburse such Issuing Bank for the Dollar Equivalent amount of such drawing; and further provided provided, further, that if, if for any reason, reason the proceeds of such Revolving Loans Credit Advance are not received by such Issuing Bank on such date the Reimbursement Date in an aggregate amount equal to the amount of such drawing, such Issuing Bank shall be entitled to reimbursement in accordance with Section 1.04, notify Borrowers and Borrowers shall reimburse Issuing Bank on the Business Day (which shall be a business day under the laws of the jurisdiction of such Issuing Bank) immediately following the date of such drawingReimbursement Date, in same day funds, in an amount in same day funds equal to the excess of the amount of such drawing over the aggregate amount of such Revolving LoansCredit Advance, if any, that which are so received, received plus accrued interest on such amount at the rate set forth in Section 1.13(f)(1)(i)2.23(D) hereof less the amount, if any, withdrawn by Agent and paid to Issuing Bank pursuant to clause (2) above.

Payment of Amounts Drawn Under Letters of Credit. In the event of any request for drawing under any Letter of Credit by the beneficiary thereof, the Issuing Bank Lender shall notify the Applicable Borrower at whose request the Letter of Credit was issued and the Administrative Agent on or before the date which is two Business Days prior to the date on which such Issuing Lender intends to honor such drawing (unless such Letter of Credit by its terms requires the Issuing Lender to honor a drawing on or prior to the second Business Day following such drawing, in which case the Issuing Lender shall notify the Borrower at whose request the Letter of Credit was issued and Administrative Agent as soon as reasonably practicable but in any event on or before the date on which such Issuing Bank Lender intends to honor such drawing), and the Applicable Borrower at whose request the Letter of Credit was issued shall reimburse such Issuing Bank Lender on the day date on which such drawing is honored honored, in each case in an amount in same day funds either the currency in which such Letter of Credit is denominated or in Dollars and in Same Day Funds equal to the amount of and such drawing (which amount, in the same case of a reimbursement in Dollars of a drawing under a Letter of Credit which is denominated in a currency as such drawingother than Dollars, shall be calculated by reference to the applicable Exchange Rate); provided that, anything contained in this Agreement to the contrary notwithstanding, (i) unless the Applicable Borrower at whose request the Letter of Credit was issued shall have notified the Administrative Agent and such Issuing Bank Lender prior to Noon 11:00 a.m. (New York time) on the Business Day of immediately prior to the date of such drawing that the Applicable Borrower at whose request the Letter of Credit was issued intends to reimburse such Issuing Bank Lender for the amount of such drawing with funds other than the proceeds of Revolving Loans, the Applicable Borrower at whose request the Letter of Credit was issued shall be deemed to have timely given a Notice of Borrowing to the Administrative Agent requesting the Banks having Revolving Loan Commitments Lenders to make Revolving Loans that (or Offshore Revolving Loans, as applicable) to such Borrower which are Base Rate Loans Loans, on the Business Day following the date on which such drawing is honored honored, in an amount in Dollars equal to the Dollar Equivalent amount of such drawinghonored drawing (which amount, in the case of a drawing under a Letter of Credit which is denominated in a currency other than Dollars, shall be calculated by reference to the applicable Exchange Rate on the date such drawing is honored), and (ii) subject to satisfaction or waiver of the Banks conditions specified in subsection 3.4B, Lenders shall, on the date of such drawingrequested borrowing, make Revolving Loans that (or Offshore Revolving Loans, as applicable) to such Borrower which are Base Rate Loans in the amount of such drawingdrawing as aforesaid, the proceeds of which shall be applied directly by the Administrative Agent to reimburse such Issuing Bank Lender for the Dollar Equivalent amount of such drawing; , and further provided that if, if for any reason, reason proceeds of Revolving Loans (or Offshore Revolving Loans, as applicable) are not received by such Issuing Bank Lender on such date in an amount equal to the amount of such drawing, Borrowers shall reimburse such Issuing Bank shall be entitled to reimbursement Lender in accordance with Section 1.04Dollars, on the Business Day (which shall be a business day (under the laws of the jurisdiction of such Issuing BankLender) immediately following the date on which reimbursement of such drawingdrawing is required as provided above, in an amount in same day funds Same Day Funds equal to the excess of the amount of such drawing over the amount of such Revolving Loans, if any, that which are so received, plus accrued interest on such amount at the rate set forth in Section 1.13(f)(1)(isubsection 2.8F(2).

Payment of Amounts Drawn Under Letters of Credit. (a) In the event of any request for a drawing under any Letter of Credit by the beneficiary thereof, the Issuing Bank Agent shall notify the Applicable Borrower Company and the Administrative Agent Banks on or before the date on which such Issuing Bank the Agent intends to honor such drawing, and the Applicable Borrower shall Company and the Account Party (if other than the Company) jointly and severally agree to reimburse such Issuing Bank the Agent on the day on which such drawing is honored in an amount amount, in same day funds equal to the amount of and in the same currency as such drawing; provided thatfunds, anything contained in this Agreement to the contrary notwithstanding, (i) unless the Applicable Borrower shall have notified the Administrative Agent and such Issuing Bank prior to Noon (New York time) on the Business Day of the date of such drawing that the Applicable Borrower intends to reimburse such Issuing Bank for the amount of such drawing with funds other than the proceeds of Revolving Loans, the Applicable Borrower shall be deemed to have timely given a Notice of Borrowing to the Administrative Agent requesting the Banks having Revolving Loan Commitments to make Revolving Loans that are Base Rate Loans on the Business Day following the date on which such drawing is honored in an amount equal to the Dollar Equivalent amount of such drawing, and (ii) the Banks shall, on the date of such drawing, make Revolving Loans that are Base Rate Loans in the amount of such drawing, the proceeds of which shall be applied directly by the Administrative Agent to reimburse such Issuing Bank for the Dollar Equivalent amount of such drawing; and further provided that if, for any reason, proceeds of Revolving Loans are not received by such Issuing Bank on such date in an amount equal to the amount of such drawing. (b) Notwithstanding any provision of this Agreement to the contrary, such Issuing Bank to the extent that any Letter of Credit or portion thereof remains outstanding on the Commitment Termination Date, for any reason whatsoever, the Company, the Guarantors and the Banks hereby agree that the beneficiary or beneficiaries thereof shall be entitled deemed to reimbursement in accordance with Section 1.04, have made a drawing of all available amounts pursuant to such Letters of Credit on the Business Day (Commitment Termination Date which amount shall be a business day under held by the laws Agent as cash collateral for its remaining obligations pursuant to such Letters of Credit. (c) As between the Company, any Account Party and the Agent, the Company and such Account Party assume all risk of the jurisdiction acts and omissions of, or misuse of, the Letters of Credit issued by the Agent, by the respective beneficiaries of such Issuing BankLetters of Credit, other than losses resulting from the gross negligence or willful misconduct of the Agent. In furtherance and not in limitation of the foregoing but subject to the exception for the Agent's gross negligence or willful misconduct set forth above, the Agent shall not be responsible (i) immediately following for the date form, validity, sufficiency, accuracy, genuineness or legal effect of any document submitted by any party in connection with the application for and issuance of such drawingLetters of Credit, even if it should in an amount fact prove to be in same day funds equal any or all respects insufficient, inaccurate, fraudulent or forged or otherwise invalid; (ii) for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign any such Letter of Credit or the excess rights or benefits thereunder or proceeds thereof in whole or in part which may prove to be invalid or ineffective for any reason; (iii) for failure of the amount beneficiary of any such Letter of Credit to comply fully with the conditions required in order to draw upon such Letter of Credit; (iv) for errors, omissions, interruptions or delays in transmission or delivery of any messages, by mail, cable, telegraph, telex, telecopy or otherwise; (v) for good faith errors in interpretation of technical terms; (vi) for any loss or delay in the transmission or otherwise of any document required in order to make a drawing over under any such Letter of Credit or the amount proceeds thereof; (vii) for the misapplication by the beneficiary of any such Revolving Loans, if any, that are so received, plus accrued interest on such amount at Letter of Credit; and (viii) for any consequences arising from causes beyond the rate set forth in Section 1.13(f)(1)(i)control of the Agent.

Payment of Amounts Drawn Under Letters of Credit. In the event of any request for drawing payment under any Letter of Credit by the beneficiary thereof, the Issuing Bank Lender shall immediately notify the Applicable Borrower and the Administrative Agent on or before the date on which such Issuing Bank intends to honor such drawing, and the Applicable Borrower shall reimburse such the Issuing Bank Lender on the day on which such drawing payment is honored in an amount in same day funds equal to the amount of and in the same currency as such drawingpayment; provided that, anything contained in this Agreement to the contrary notwithstandingnotwithstanding and with respect to all Letters of Credit, (i) unless the Applicable Borrower shall have notified the Administrative Agent and such Issuing Bank prior to Noon 12:30 P.M. (New York time) on the Business Day of the date of such drawing payment (a) Borrower shall have notified the Issuing Lender and Agent that the Applicable Borrower intends to reimburse such the Issuing Bank Lender for the amount of such drawing payment with funds other than the proceeds of Revolving LoansLoans or (b) Borrower shall have delivered a Notice of Borrowing requesting Loans which are Eurodollar Rate Loans in an amount equal to the amount of such payment, the Applicable Borrower shall be deemed to have timely given a Notice of Borrowing to the Administrative Agent requesting the Banks having Revolving Loan Commitments Lenders to make Revolving Loans that which are Base Rate Loans on the Business Day following the date on which such drawing payment is honored in an amount equal to the Dollar Equivalent amount of such drawingpayment, and (ii) and, whether or not the Banks conditions in Section 3.3 are then satisfied, Lenders shall, on the date of such drawingpayment, make Revolving Loans that which are Base Rate Loans in the amount of such drawingpayment, the proceeds of which shall be applied directly by the Administrative Agent to reimburse such the Issuing Bank Lender for the Dollar Equivalent amount of such drawingpayment; and provided further provided that if, if for any reason, reason proceeds of Revolving Loans are not received by such the Issuing Bank Lender on such date in an amount equal to the amount of such drawingpayment, such Borrower shall (without prejudice to any claim Borrower may have against any defaulting Lender) reimburse the Issuing Bank shall be entitled to reimbursement in accordance with Section 1.04Lender, on the Business Day (which shall be a business day under the laws of the jurisdiction of such Issuing Bank) immediately following the date of such drawingpayment, in an amount in same day funds equal to the excess of the amount of such drawing payment over the amount of such Revolving Loans, if any, that which are so received, plus accrued interest on such amount at the rate set forth in Section 1.13(f)(1)(isubsection 2.8E(iii).

Payment of Amounts Drawn Under Letters of Credit. In the event of any request for drawing under any Letter of Credit (other than the PEDFA Letter of Credit) by the beneficiary thereof, the Issuing Bank shall notify Agent, which shall notify Borrower of such draw, not later than 12:00 Noon, Chicago time, on the Applicable Borrower and the Administrative Agent on or before Business Day immediately prior to the date on which such the Issuing Bank intends to honor such drawing, . Borrower shall give notice to be received by Agent and the Applicable Borrower shall reimburse such Issuing Bank not later than 2:00 P.M., Chicago time, on the day on which such drawing is honored in an amount in same day funds equal to the amount of and in the same currency as such drawing; provided that, anything contained in this Agreement to the contrary notwithstanding, (i) unless the Applicable Borrower shall have notified the Administrative Agent and such Issuing Bank prior to Noon (New York time) on the Business Day of the date of such drawing that the Applicable Borrower if it intends to reimburse such the Issuing Bank for the amount of such drawing with funds other than the proceeds of Revolving Loans. Such notice from Borrower shall be irrevocable and, if given, Borrower shall reimburse the Applicable Issuing Bank not later than the close of business Chicago time on the day on which such drawing is honored in an amount in immediately available funds equal to the amount of such drawing. If Agent shall not have timely received such notice and in the case of all payments under the Participation Agreement (i) Borrower shall be deemed to have timely given a Notice of Borrowing to the Administrative Agent requesting the Banks having Revolving Loan Commitments to make Revolving Loans that are Base a Floating Rate Loans Advance on the Business Day following the date on which such drawing is honored or payment made in an amount equal to the Dollar Equivalent amount of such drawingdrawing or payment, as the case may be, and (ii) subject to satisfaction or waiver of the Banks conditions specified in Section 2 hereof and the other terms and conditions of Advances contained herein, Lenders shall, on the date of such drawingdrawing or payment, as the case may be, make Revolving Loans that are Base Rate Loans in the amount of such drawingdrawing or payment, as the case may be, the proceeds of which shall be applied directly by the Administrative Agent to reimburse such the Issuing Bank for the Dollar Equivalent amount of such drawing; and further provided that ifdrawing or payment, as the case may be. If for any reason, proceeds of such Revolving Loans are not received by such the Issuing Bank on such date in an amount equal to the amount of such drawingdrawing or payment, such Issuing Bank Borrower shall be entitled obligated to reimbursement in accordance with Section 1.04and shall reimburse the Issuing Bank, on the Business Day (which shall be a business day (under the laws of the jurisdiction of such the Issuing Bank) immediately following the date of such drawingdrawing or payment, in an amount in same day immediately available funds equal to the excess of the amount of such drawing or payment over the amount of such Revolving Loans, if any, that which are so received, plus accrued interest on such amount at the rate set forth in Section 1.13(f)(1)(i)Subsection 2.20(A) hereof for Floating Rate Advances on the Revolving Loans.

Payment of Amounts Drawn Under Letters of Credit. Borrower shall be irrevocably and unconditionally obligated forthwith without presentment, demand, protest or other formalities of any kind, to reimburse Agent, on behalf of Lenders, for any amounts paid by Lenders with respect to each LC Guaranty including all amounts paid by Lenders upon any draw with respect to a Letter of Credit, any guaranty or reimbursement obligation paid by Lenders to any Person upon any draw upon a Letter of Credit and all fees, costs and expenses paid by Lenders to any Issuing Bank. All such reimbursement obligations shall be due and payable on demand. In the event of any request for drawing under any Letter of Credit by the beneficiary thereof, the Issuing Bank Borrower shall notify the Applicable Borrower and the Administrative give notice to be received by Agent on or before the date on which such Issuing Bank intends Business Day prior to honor such drawing, and the Applicable Borrower shall reimburse such Issuing Bank on the day Business Day on which such drawing is honored in an amount in same day funds equal to the amount of and in the same currency as such drawing; provided that, anything contained in this Agreement to the contrary notwithstanding, (i) unless the Applicable Borrower shall have notified the Administrative Agent and such Issuing Bank prior to Noon (New York time) on the Business Day of the date of such drawing that the Applicable payable if Borrower intends to reimburse such the Issuing Bank for the amount of such drawing with funds other than the proceeds of Revolving Loans. Such notice from Borrower shall be irrevocable and, if given, Borrower shall reimburse the Applicable Issuing Bank not later than the close of business Chicago time on the day on which such drawing is honored in an amount in immediately available funds equal to the amount of such drawing. If Agent shall not have timely received such notice (i) Borrower shall be deemed to have timely given a Notice requested the making of Borrowing to the Administrative Agent requesting the Banks having Revolving Loan Commitments to make Revolving Loans that are Base Rate Loans on the Business Day following the date on which such drawing is honored in an amount equal to the Dollar Equivalent amount of such drawing, drawing and (ii) subject to satisfaction or waiver of the Banks conditions specified in SECTION 12 and the other terms and conditions of Revolving Loans contained herein, Agent shall notify Lenders thereof, and Lenders shall, on the date of such drawing, make Revolving Loans that are Base Rate Loans in the amount of their Pro Rata Share of such drawing, the proceeds of which shall be applied directly by the Administrative Agent to reimburse such the Issuing Bank for the Dollar Equivalent amount of such drawing; and further provided that if, drawing or payment. If for any reason, proceeds of Revolving such Loans are not received by such Issuing Bank Agent on such date in an amount equal to the amount of such drawing, such Issuing Bank Borrower shall be entitled obligated to reimbursement in accordance with Section 1.04and shall (without prejudice to any rights of Borrower against any Lenders who fail to fund such Loans) reimburse Agent, on the Business Day (which shall be a business day (under the laws of the jurisdiction of such the Issuing Bank) immediately following the date of such drawing, in an amount in same day immediately available funds equal to the excess of the amount of such drawing over the amount of such Revolving Loans, if any, that which are so received, plus accrued interest on such amount at the rate set forth in Section 1.13(f)(1)(i)SECTION 4.2. Each Lender acknowledges and agrees that its obligation to reimburse Agent pursuant to this SECTION 2.12.5 is absolute and unconditional and shall not be affected by any circumstance whatsoever including the occurrence or continuance of an Unmatured Event of Default or an Event of Default, and further acknowledges and agrees that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever.

Payment of Amounts Drawn Under Letters of Credit. In the event of any request for drawing under any Letter of Credit by the beneficiary thereof, the Issuing Bank shall notify the Applicable Borrower and the Administrative Agent on or before the date on which such Issuing Bank intends to honor such drawing, and the Applicable Borrower shall reimburse such Issuing Bank on the day on which such drawing is honored in an amount in same day funds equal to the amount of and in the same currency as such drawing; provided : PROVIDED that, anything contained in this Agreement to the contrary notwithstanding, (i) unless the Applicable Borrower shall have notified the Administrative Agent and such Issuing Bank prior to Noon 1:00 p.m. (New York time) on the Business Day of the date of such drawing that the Applicable Borrower intends to reimburse such Issuing Bank for the amount of such drawing with funds other than the proceeds of Revolving Loans, the Applicable Borrower shall be deemed to have timely given a Notice of Borrowing to the Administrative Agent requesting the Banks having Revolving Loan Commitments to make Revolving Loans that are Base Rate Loans on the Business Day following the date on which such drawing is honored in an amount equal to the Dollar Equivalent amount of such drawing, and (ii) subject to availability under the Borrowing Base, the Banks shall, on the date of such drawing, make Revolving Loans that are Base Rate Loans in the amount of such drawing, the proceeds of which shall be applied directly by the Administrative Agent to reimburse such Issuing Bank for the Dollar Equivalent amount of such drawing; and further provided PROVIDED FURTHER that if, if for any reason, proceeds of Revolving Loans are not received by made to so reimburse such Issuing Bank on such date in an amount equal to the amount of such drawing, the Borrower shall reimburse such Issuing Bank shall be entitled to reimbursement in accordance with Section 1.04Bank, on the within one Business Day (which shall be a business day under the laws of the jurisdiction of such Issuing Bank) immediately following the date receipt of notice from the Administrative Agent that such drawingRevolving Loans have not been made, in an amount in same day funds equal to the excess of the amount of such drawing over the amount of such Revolving Loans, if any, that are so received, plus accrued interest on such amount at the rate set forth in Section 1.13(f)(1)(i1.13(f)(i)(A).

Payment of Amounts Drawn Under Letters of Credit. In the event of any request for a drawing under any Letter of Credit by the beneficiary thereof, the Issuing Bank shall notify the Applicable Borrower Borrower, the Agent and the Administrative Agent Lenders on or before the date on which such Issuing Bank the Agent intends to honor such drawing, and the Applicable Borrower shall and the Account Party (if other than the Borrower) jointly and severally agree to reimburse such the Issuing Bank on the day on which such drawing is honored in an amount amount, in same day funds equal to the amount of and in the same currency as such drawing; provided thatfunds, anything contained in this Agreement to the contrary notwithstanding, (i) unless the Applicable Borrower shall have notified the Administrative Agent and such Issuing Bank prior to Noon (New York time) on the Business Day of the date of such drawing that the Applicable Borrower intends to reimburse such Issuing Bank for the amount of such drawing with funds other than the proceeds of Revolving Loans, the Applicable Borrower shall be deemed to have timely given a Notice of Borrowing to the Administrative Agent requesting the Banks having Revolving Loan Commitments to make Revolving Loans that are Base Rate Loans on the Business Day following the date on which such drawing is honored in an amount equal to the Dollar Equivalent amount of such drawing, and (ii) the Banks shall, on the date of such drawing, make Revolving Loans that are Base Rate Loans in the amount of such drawing, the proceeds of which shall be applied directly by the Administrative Agent to reimburse such Issuing Bank for the Dollar Equivalent amount of such drawing; and further provided that if, for any reason, proceeds of Revolving Loans are not received by such Issuing Bank on such date in an amount equal to the amount of such drawing. (i) Notwithstanding any provision of this Agreement to the contrary, to the extent that any Letter of Credit or portion thereof remains outstanding on the Maturity Date, for any reason whatsoever, the Borrower, each Guarantor and the Lenders hereby agree that the beneficiary or beneficiaries thereof shall be deemed to have made a drawing under the Commitments of all available amounts outstanding pursuant to such Letters of Credit on the Maturity Date, which amount shall be held by the Issuing Bank as cash collateral for its remaining obligations pursuant to such Letters of Credit. provided however, that if any such Letter of Credit Outstanding on the Maturity Date is (i) surrendered for cancellation by the beneficiary, (ii) expires, or (iii) is terminated for any reason, prior to the Issuing Bank honoring a request for a drawing under such Letter of Credit for less than the full amount available under such Letter of Credit, the Issuing Bank shall be entitled promptly refund (x) the cash collateral to reimbursement in accordance with Section 1.04, on the Business Day (which shall be a business day under the laws extent of the jurisdiction undrawn amount of such Issuing Bankeach Letter of Credit plus (y) immediately following the date of such drawing, in an amount in same day funds equal to the excess of the amount of each Letter of Credit honored by the Issuing Bank not theretofore reimbursed by the Borrower. The immediately preceding sentence will survive termination of this Agreement. (ii) As between the Borrower, any Account Party and the Issuing Bank, the Borrower and such drawing over Account Party assume all risk of the amount acts and omissions of, or misuse of, the Letters of Credit issued by the Issuing Bank, by the respective beneficiaries of such Revolving LoansLetters of Credit, if any, that are so received, plus accrued interest on such amount at other than losses resulting from the rate gross negligence or willful misconduct of the Issuing Bank. In furtherance and not in limitation of the foregoing but subject to the exception for the Issuing Bank's gross negligence or willful misconduct set forth above, the Issuing Bank shall not be responsible (i) for the form, validity, sufficiency, accuracy, genuineness or legal effect of any document submitted by any party in Section 1.13(f)(1)(i)connection with the application for and issuance of such Letters of Credit, even if it should in fact prove to be in any or all respects insufficient, inaccurate, fraudulent or forged or otherwise invalid; (ii) for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign any such Letter of Credit or the rights or benefits thereunder or proceeds thereof in whole or in part which may prove to be invalid or ineffective for any reason; (iii) for failure of the beneficiary of any such Letter of Credit to comply fully with the conditions required in order to draw upon such Letter of Credit; (iv) for errors, omissions, interruptions or delays in transmission or delivery of any messages, by mail, cable, telegraph, telex, telecopy or otherwise; (v) for good faith errors in interpretation of technical terms; (vi) for any loss or delay in the transmission or otherwise of any document required in order to make a drawing under any such Letter of Credit or the proceeds thereof; (vii) for the misapplication by the beneficiary of any such Letter of Credit; and (viii) for any consequences arising from causes beyond the control of the Issuing Bank.

Payment of Amounts Drawn Under Letters of Credit. In the event of any Upon each request for drawing a draw under any Letter of Credit by the beneficiary thereof, the relevant Issuing Bank shall immediately notify the Applicable Borrower and the Administrative Agent on or before the date on which such Issuing Bank intends to honor such drawingAgent, and the Applicable Borrower shall reimburse reimburse, or cause the reimbursement of, such Issuing Bank on the day on which such drawing is honored demand in an amount in same day funds equal to the amount of and in the same currency as such drawingdraw; provided thatprovided, anything contained in this Agreement to the contrary notwithstandinghowever, (i) unless the Applicable Borrower shall have notified the Administrative Agent and such Issuing Bank prior to Noon (New York time) on the Business Day of the date of such drawing time that the Applicable Borrower intends to reimburse such Issuing Bank for all or a portion of the amount of such drawing draw with funds other than the proceeds of Revolving Credit Loans, the Applicable Borrower shall conclusively be deemed to have timely given a Notice of Borrowing request for a Disbursement under Subsection 2.1(c) hereof to the Administrative Agent requesting the Revolving Credit Banks having Revolving Loan Commitments to make Revolving Credit Loans that are at the Base Rate Loans Option on the first Business Day immediately following the date on which such drawing draw is honored in an aggregate amount equal to the Dollar Equivalent amount of such drawing, and (ii) the Banks shall, on the date of such drawing, make Revolving Loans that are Base Rate Loans in the amount of such drawing, the proceeds of which shall be applied directly by the Administrative Agent to reimburse such Issuing Bank for the Dollar Equivalent amount of such drawing; and further provided that if, for any reason, proceeds of Revolving Loans are not received by such Issuing Bank on such date in an amount equal to the amount of such drawing, such Issuing Bank shall be entitled to reimbursement in accordance with Section 1.04, on the Business Day (which shall be a business day under the laws of the jurisdiction of such Issuing Bank) immediately following the date of such drawing, in an amount in same day funds equal to the excess of the amount of such drawing over the amount of theretofore received by such Revolving Loans, if any, that are so receivedIssuing Bank in reimbursement thereof (the "Unreimbursed Amount"), plus accrued interest on such amount at the rate set forth in Subsection 2.3(e)(iii) hereof. If the Borrower shall be deemed to have given a request for a Disbursement under Subsection 2.1(c) hereof to the Agent pursuant to this Subsection 2.3(c), then, (notwithstanding the satisfaction or waiver of the conditions specified in Section 1.13(f)(1)(i7.1 hereof), the Revolving Credit Banks shall, on the first Business Day immediately following the date of such draw, make Revolving Credit Loans at the Base Rate Option in the aggregate amount of the Unreimbursed Amount plus accrued interest on such amount at the rate set forth in Subsection 2.3(e)(iii) hereof. The proceeds of any such Revolving Credit Loans shall be applied directly by the Agent, upon receipt thereof from the Banks, to reimburse the relevant Issuing Bank for the Unreimbursed Amount plus accrued interest on such amount. The foregoing shall not limit or impair the obligation of the Borrower to reimburse such Issuing Bank on demand.

Payment of Amounts Drawn Under Letters of Credit. (a) In the event of any request for a drawing under any Letter of Credit by the beneficiary thereof, the Issuing Bank Agent shall notify the Applicable Borrower and the Administrative Agent Lenders on or before the date on which such Issuing Bank the Agent intends to honor such drawing, and the Applicable Borrower shall reimburse such Issuing Bank the Agent on the day on which such drawing is honored in an amount amount, in same day funds equal to the amount of and in the same currency as such drawing; provided thatfunds, anything contained in this Agreement to the contrary notwithstanding, (i) unless the Applicable Borrower shall have notified the Administrative Agent and such Issuing Bank prior to Noon (New York time) on the Business Day of the date of such drawing that the Applicable Borrower intends to reimburse such Issuing Bank for the amount of such drawing with funds other than the proceeds of Revolving Loans, the Applicable Borrower shall be deemed to have timely given a Notice of Borrowing to the Administrative Agent requesting the Banks having Revolving Loan Commitments to make Revolving Loans that are Base Rate Loans on the Business Day following the date on which such drawing is honored in an amount equal to the Dollar Equivalent amount of such drawing, and (ii) the Banks shall, on the date of such drawing, make Revolving Loans that are Base Rate Loans in the amount of such drawing, the proceeds of which shall be applied directly by the Administrative Agent to reimburse such Issuing Bank for the Dollar Equivalent amount of such drawing; and further provided that if, for any reason, proceeds of Revolving Loans are not received by such Issuing Bank on such date in an amount equal to the amount of such drawing. (b) Notwithstanding any provision of this Agreement to the contrary, such Issuing Bank to the extent that any Letter of Credit or portion thereof remains outstanding on the Maturity Date, for any reason whatsoever, the parties hereto hereby agree that the beneficiary or beneficiaries thereof shall be entitled deemed to reimbursement in accordance with Section 1.04, have made a drawing of all available amounts pursuant to such Letters of Credit on the Business Day (Maturity Date which amount shall be a business day under held by the laws Agent as cash collateral for its remaining obligations pursuant to such Letters of Credit. (c) As between Borrower and the Agent, Borrower assumes all risk of the jurisdiction acts and omissions of, or misuse of, the Letters of Credit issued by the Agent, by the respective beneficiaries of such Issuing BankLetters of Credit, other than losses resulting from the gross negligence and willful misconduct of the Agent. In furtherance and not in limitation of the foregoing but subject to the exception for the Agent's gross negligence or willful misconduct set forth above, the Agent shall not be responsible (i) immediately following for the date form, validity, sufficiency, accuracy, genuineness or legal effect of any document submitted by any party in connection with the application for and issuance of such drawingLetters of Credit, even if it should in an amount fact prove to be in same day funds equal any or all respects insufficient, inaccurate, fraudulent or forged or otherwise invalid; (ii) for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign any such Letter of Credit or the rights or benefits thereunder or proceeds thereof in whole or in part which may prove to be invalid or ineffective for any reason; (iii) for failure of the beneficiary of any such Letter of Credit to comply fully with the conditions required in order to draw upon such Letter of Credit (without relieving the Agent of its duties pursuant to the excess penultimate sentence of Section 2.05(a)); (iv) for errors, 18 180 omissions, interruptions or delays in transmission or delivery of any messages, by mail, cable, telegraph, telex, telecopy or otherwise; (v) for good faith errors in interpretation of technical terms; (vi) for any loss or delay in the transmission or otherwise of any document required in order to make a drawing under any such Letter of Credit or the proceeds thereof; (vii) for the misapplication by the beneficiary of any such Letter of Credit; and (viii) for any consequences arising from causes beyond the control of the amount of such drawing over the amount of such Revolving Loans, if any, that are so received, plus accrued interest on such amount at the rate set forth in Section 1.13(f)(1)(i)Agent.

Payment of Amounts Drawn Under Letters of Credit. In the event of any request for drawing under any Letter of Credit (other than the PEDFA Letter of Credit) by the beneficiary thereof, the Issuing Bank shall notify Agent, which shall notify Borrower of such draw, not later than 12:00 Noon, Chicago time, on the Applicable Borrower and the Administrative Agent on or before Business Day immediately prior to the date on which such the Issuing Bank intends to honor such drawing, . Borrower shall give notice to be received by Agent and the Applicable Borrower shall reimburse such Issuing Bank not later than 2:00 P.M., Chicago time, on the day on which such drawing is honored in an amount in same day funds equal to the amount of and in the same currency as such drawing; provided that, anything contained in this Agreement to the contrary notwithstanding, (i) unless the Applicable Borrower shall have notified the Administrative Agent and such Issuing Bank prior to Noon (New York time) on the Business Day of the date of such drawing that the Applicable Borrower if it intends to reimburse such the Issuing Bank for the amount of such drawing with funds other than the proceeds of Revolving Loans. Such notice from Borrower shall be irrevocable and, if given, Borrower shall reimburse the Applicable Issuing Bank not later than the close of business Chicago time on the day on which such drawing is honored in an amount in immediately available funds equal to the amount (i) Borrower shall be deemed to have timely given a Notice of Borrowing to the Administrative Agent requesting the Banks having Revolving Loan Commitments to make Revolving Loans that are a Base Rate Loans Advance on the Business Day following the date on which such drawing is honored or payment made in an amount equal to the Dollar Equivalent amount of such drawingdrawing or payment, as the case may be, and (ii) subject to satisfaction or waiver of the Banks conditions specified in Section 2 hereof and the other terms and conditions of Advances contained herein, Lenders shall, on the date of such drawingdrawing or payment, as the case may be, make Revolving Loans that are Base Rate Loans in the amount of such drawingdrawing or payment, as the case may be, the proceeds of which shall be applied directly by the Administrative Agent to reimburse such the Issuing Bank for the Dollar Equivalent amount of such drawing; and further provided that ifdrawing or payment, as the case may be. If for any reason, proceeds of such Revolving Loans are not received by such the Issuing Bank on such date in an amount equal to the amount of such drawingdrawing or payment, such Issuing Bank Borrower shall be entitled obligated to reimbursement in accordance with Section 1.04and shall reimburse the Issuing Bank, on the Business Day (which shall be a business day (under the laws of the jurisdiction of such the Issuing Bank) immediately following the date of such drawingdrawing or payment, in an amount in same day immediately available funds equal to the excess of the amount of such drawing or payment over the amount of such Revolving Loans, if any, that which are so received, plus accrued interest on such amount at the rate set forth in Section 1.13(f)(1)(i)Subsection 2.20(A) hereof for Base Rate Advances on the Revolving Loans.

Payment of Amounts Drawn Under Letters of Credit. In the event of any request for drawing under any Letter of Credit by the beneficiary thereofCredit, the Issuing Bank Lender shall promptly notify the Applicable Borrower and the Administrative Agent on or before the date on which such Issuing Bank intends to honor such drawingAgent, and the Applicable Borrower shall reimburse such the Issuing Bank Lender on the day date on which such drawing is honored in an amount in same day funds equal to the amount of and in the same currency as such drawing; provided that, anything contained in this Agreement to the contrary notwithstanding, (i) unless the Applicable Borrower shall have notified the Administrative Agent and such Issuing Bank prior to Noon 11:00 A.M. (New York Detroit time) on the Business Day of immediately prior to the date of such drawing that the Applicable Borrower intends to reimburse such the Issuing Bank Lender for the amount of such drawing with funds other than the proceeds of Revolving Loansan Advance, the Applicable Borrower shall be deemed to have timely given a Notice of Borrowing to the Administrative Agent requesting the Banks having Revolving Loan Commitments Lenders to make Revolving Loans that are Base Rate Loans Advances on the Business Day following the date on which such drawing is honored in an amount equal to the Dollar Equivalent amount of such drawing, and (ii) subject to satisfaction or waiver of the Banks conditions specified in Section 3.02, the Lenders shall, on the date of such drawing, make Revolving Loans that are such Base Rate Loans Advances in the aggregate amount of such drawing, the proceeds of which shall be applied directly by the Administrative Agent to reimburse such the Issuing Bank Lender for the Dollar Equivalent amount of such drawing; and provided further provided that ifthat, if any Base Rate Advances are required to be made and for any reason, reason proceeds of Revolving Loans such Advances are not received by such the Issuing Bank Lender on such date in an amount equal to the amount of such drawing, such the Borrower shall reimburse the Issuing Bank shall be entitled to reimbursement in accordance with Section 1.04Lender, on the Business Day (which shall be a business day under the laws of the jurisdiction of such Issuing Bank) immediately following the date of such drawing, in an amount in same day funds (and in the same currency as the unreimbursed drawing) equal to the excess of the amount of such drawing over the amount of such Revolving Loans, if any, that Advances which are so received, plus accrued interest on such amount at the rate set forth in Section 1.13(f)(1)(i2.04(e).

Payment of Amounts Drawn Under Letters of Credit. (a) In the event of any request for a drawing under any Letter of Credit by the beneficiary thereof, the Issuing Bank Agent shall notify the Applicable Borrower and the Administrative Agent Lenders on or before the date on which such Issuing Bank the Agent intends to honor such drawing, and the Applicable Borrower shall reimburse such Issuing Bank the Agent on the day on which such drawing is honored in an amount amount, in same day funds equal to the amount of and in the same currency as such drawing; provided thatfunds, anything contained in this Agreement to the contrary notwithstanding, (i) unless the Applicable Borrower shall have notified the Administrative Agent and such Issuing Bank prior to Noon (New York time) on the Business Day of the date of such drawing that the Applicable Borrower intends to reimburse such Issuing Bank for the amount of such drawing with funds other than the proceeds of Revolving Loans, the Applicable Borrower shall be deemed to have timely given a Notice of Borrowing to the Administrative Agent requesting the Banks having Revolving Loan Commitments to make Revolving Loans that are Base Rate Loans on the Business Day following the date on which such drawing is honored in an amount equal to the Dollar Equivalent amount of such drawing, and (ii) the Banks shall, on the date of such drawing, make Revolving Loans that are Base Rate Loans in the amount of such drawing, the proceeds of which shall be applied directly by the Administrative Agent to reimburse such Issuing Bank for the Dollar Equivalent amount of such drawing; and further provided that if, for any reason, proceeds of Revolving Loans are not received by such Issuing Bank on such date in an amount equal to the amount of such drawing. (b) Notwithstanding any provision of this Agreement to the contrary, such Issuing Bank to the extent that any Letter of Credit or portion thereof remains outstanding on the Maturity Date, for any reason whatsoever, the parties hereto hereby agree that the beneficiary or beneficiaries thereof shall be entitled deemed to reimbursement in accordance with Section 1.04, have made a drawing of all available amounts pursuant to such Letters of Credit on the Business Day (Maturity Date which amount shall be a business day under held by the laws Agent as cash collateral for its remaining obligations pursuant to such Letters of Credit. (c) As between Borrower and the Agent, Borrower assumes all risk of the jurisdiction acts and omissions of, or misuse of, the Letters of Credit issued by the Agent, by the respective beneficiaries of such Issuing BankLetters of Credit, other than losses resulting from the gross negligence and willful misconduct of the Agent. In furtherance and not in limitation of the foregoing but subject to the exception for the Agent's gross negligence or willful misconduct set forth above, the Agent shall not be responsible (i) immediately following for the date form, validity, sufficiency, accuracy, genuineness or legal effect of any document submitted by any party in connection with the application for and issuance of such drawingLetters of Credit, even if it should in an amount fact prove to be in same day funds equal any or all respects insufficient, inaccurate, fraudulent or forged or otherwise invalid; (ii) for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign any such Letter of Credit or the rights or benefits thereunder or proceeds thereof in whole or in part which may prove to be invalid or ineffective for any reason; (iii) for failure of the beneficiary of any such Letter of Credit to comply fully with the conditions required in order to draw upon such Letter of Credit (without relieving the Agent of its duties pursuant to the excess penultimate sentence of Section 2.05(a)); (iv) for errors, omissions, interruptions or delays in transmission or delivery of any messages, by mail, cable, telegraph, telex, telecopy or otherwise; (v) for good faith errors in interpretation of technical terms; (vi) for any loss or delay in the transmission or otherwise of any document required in order to make a drawing under any such Letter of Credit or the proceeds thereof; (vii) for the misapplication by the beneficiary of any such Letter of Credit; and (viii) for any consequences arising from causes beyond the control of the amount of such drawing over the amount of such Revolving Loans, if any, that are so received, plus accrued interest on such amount at the rate set forth in Section 1.13(f)(1)(i)Agent.

Payment of Amounts Drawn Under Letters of Credit. In the event of any request for drawing under any Letter of Credit by the beneficiary thereof, the Issuing Bank Lender shall notify the Applicable Borrower Company and the Administrative Agent on or before the date which is two Business Days prior to the date on which such Issuing Lender intends to honor such drawing (unless such Letter of Credit by its terms requires the Issuing Lender to honor a drawing on or prior to the second Business Day following such drawing, in which case the Issuing Lender shall notify Company and Administrative Agent as soon as reasonably practicable but in any event on or before the date on which such Issuing Bank Lender intends to honor such drawing), and the Applicable Borrower Company shall reimburse such Issuing Bank Lender on the day date on which such drawing is honored honored, in each case in an amount in same day funds Dollars and in Same Day Funds equal to the amount of and such drawing (which amount, in the same case of a drawing under a Letter of Credit which is denominated in a currency as such drawingother than Dollars, shall be calculated by reference to the applicable Exchange Rate); provided that, anything contained in this Agreement to the contrary notwithstanding, (i) unless the Applicable Borrower Company shall have notified the Administrative Agent and such Issuing Bank Lender prior to Noon 11:00 a.m. (New York time) on the Business Day of immediately prior to the date of such drawing that the Applicable Borrower Company intends to reimburse such Issuing Bank Lender for the amount of such drawing draw- ing with funds other than the proceeds of Revolving Loans, the Applicable Borrower Company shall be deemed to have timely given a Notice of Borrowing to the Administrative Agent requesting the Banks having Revolving Loan Commitments Lenders to make Revolving Loans that which are Base Rate Loans Loans, on the Business Day following the date on which such drawing is honored honored, in an amount in Dollars equal to the Dollar Equivalent amount of such drawinghonored drawing (which amount, in the case of a drawing under a Letter of Credit which is denominated in a currency other than Dollars, shall be calculated by reference to the applicable Exchange Rate on the date such drawing is honored), and (ii) subject to satisfaction or waiver of the Banks conditions specified in subsection 3.2B, Lenders shall, on the date of such drawingrequested borrowing, make Revolving Loans that which are Base Rate Loans in the amount of such drawingdrawing as aforesaid, the proceeds of which shall be applied directly by the Administrative Agent to reimburse such Issuing Bank Lender for the Dollar Equivalent amount of such drawing; and further provided that ifthat, if for any reason, reason proceeds of Revolving Loans are not received by such Issuing Bank Lender on such date in an amount equal to the amount of such drawing, Company shall reimburse such Issuing Bank shall be entitled to reimbursement in accordance with Section 1.04Lender, on the Business Day (which shall be a business day (under the laws of the jurisdiction of such Issuing BankLender) immediately following the date on which reimbursement of such drawingdrawing is required as provided above, in an amount in same day funds Same Day Funds equal to the excess of the amount of such drawing over the amount of such Revolving Loans, if any, that which are so received, plus accrued interest on such amount at the rate set forth in Section 1.13(f)(1)(isubsection 2.8F(4).

Payment of Amounts Drawn Under Letters of Credit. In the event of any request for drawing under any Letter of Credit by the beneficiary thereof, the Issuing Bank Lender shall immediately notify the Applicable Borrower Company and the Administrative Agent on or before the date on which such Issuing Bank intends to honor such drawing, and the Applicable Borrower Company shall reimburse such the Issuing Bank Lender on the day on which such drawing is honored in an amount in same day funds equal to the amount of and in the same currency as such drawing; provided that, anything contained in this Agreement to the contrary notwithstanding, (i) unless the Applicable Borrower shall have notified the Administrative Agent and such Issuing Bank prior to Noon 11:00 A.M. (New York time) on the Business Day of the date of such drawing (a) Company shall have notified the Issuing Lender and Administrative Agent that the Applicable Borrower Company intends to reimburse such the Issuing Bank Lender for the amount of such drawing with funds other than the proceeds of Revolving LoansLoans or (b) Company shall have delivered a Notice of Borrowing requesting Loans which are Base Rate Loans in an amount equal to the amount of such drawing, the Applicable Borrower then Company shall be deemed to have timely given a Notice of Borrowing to the Administrative Agent requesting the Banks having Revolving Loan Commitments Lenders to make Revolving Loans that which are Base Rate Loans on the Business Day following the date on which such drawing is honored in an amount equal to the Dollar Equivalent amount of such drawing, and (ii) the Banks if so requested by Administrative Agent, Lenders shall, on the date of such drawing, make Revolving Loans that which are Base Rate Loans in the amount of such drawing, the proceeds of which shall be applied directly by the Administrative Agent to reimburse such the Issuing Bank Lender for the Dollar Equivalent amount of such drawing; and provided further provided that ifthat, if for any reason, reason proceeds of Revolving such Loans are not received by such the Issuing Bank Lender on such date in an amount equal to the amount of such drawing, such Company shall reimburse the Issuing Bank shall be entitled to reimbursement in accordance with Section 1.04Lender, on the Business Day (which shall be a business day under the laws of the jurisdiction of such Issuing Bank) immediately following the date of such drawing, in an amount in same day funds equal to the excess of the amount of such drawing over the amount of such Revolving Loans, if any, that which are so received, plus accrued interest on such amount at the rate set forth in Section 1.13(f)(1)(isubsection 2.9E(iii).

Payment of Amounts Drawn Under Letters of Credit. In the event of any request for a drawing under any Letter of Credit by the beneficiary thereof, the Issuing Bank Lender shall notify the Applicable Borrower Company and the Administrative Agent on reasonably promptly following the receipt of the drawing but in any event at or before 10:00 A.M. on the date on which such the Issuing Bank Lender intends to honor such the drawing, and the Applicable Borrower . The Company shall reimburse such the Issuing Bank Lender on the day on which such drawing is honored in an amount in same day immediately available funds equal to the amount of and in the same currency as such drawing; drawing amount. It being further provided that, anything contained in this Agreement to the contrary notwithstanding, (i) unless the Applicable Borrower Company shall have notified the Administrative Agent and such the Issuing Bank Lender prior to Noon 11:00 A.M. (New York timeTime) on the Business Day of the drawing payment date of such drawing that the Applicable Borrower Company intends to reimburse such the Issuing Bank Lender for the amount of such drawing the payment with funds other than the proceeds of Revolving Loans, the Applicable Borrower Company shall be deemed to have timely given a timely Notice of Borrowing to the Administrative Agent requesting the Banks having Revolving Loan Commitments Lenders to make Revolving Loans that are Base Rate Loans on the Business Day following the drawing payment date on which such drawing is honored in an amount equal to the Dollar Equivalent amount of such drawingpayment amount, and (ii) subject to the Banks satisfaction or waiver of the conditions specified in Section 4.1, the Lenders shall, on the date drawing payment date, make Base Rate Revolving Loans equal to the payment amount. The proceeds of such drawing, make Revolving Loans that are Base Rate Loans in the amount of such drawing, the proceeds of which shall be applied directly by the Administrative Agent to reimburse such the Issuing Bank Lender for the Dollar Equivalent amount of such drawing; and further provided that if, the payment. If for any reason, proceeds of Revolving Loans are not received by such the Issuing Bank Lender, on such date in an amount equal to the amount of such drawingpayment amount, such the Company shall reimburse the Issuing Bank shall be entitled to reimbursement in accordance with Section 1.04Lender, on the Business Day (which shall be a business day under the laws of the jurisdiction of such the Issuing BankLender) immediately following the date of such drawingdrawing payment date, in an immediately available funds the amount in same day funds equal to which equals the excess of the payment amount of such drawing over the amount of such Revolving Loans, if any, that are so received, plus accrued interest on such amount at the rate set forth in Section 1.13(f)(1)(i2.14(f)(1)(i).

Payment of Amounts Drawn Under Letters of Credit. In the event of any request for drawing under any Letter of Credit by the beneficiary thereof, the Issuing Bank Lender shall notify the Applicable Borrower Account Party (and Company, if Company is not the Applicable Account Party) and Administrative Agent on or before the date which is (X) in the case of a drawing under a Domestic Letter of Credit, two Business Days prior to the date on which such Issuing Lender intends to honor such drawing (unless such Letter of Credit by its terms requires the Issuing Lender to honor a drawing on or prior to the second Business Day following such drawing, in which case the Issuing Lender shall notify Company and Administrative Agent on or before the date on which such Issuing Bank Lender intends to honor such drawing), and (Y) in the case of a drawing under a Foreign Letter of Credit, three Business Days prior to the date on which such Issuing Lender intends to honor such drawing, and the Applicable Borrower Account Party shall reimburse such Issuing Bank Lender on the day date on which such drawing is honored honored, in each case in an amount amount, in the currency in which such drawing was honored and in same day funds funds, equal to the amount of and in the same currency as such drawing; provided that, anything contained in this Agreement to the contrary notwithstanding, (i) unless the Applicable Borrower Company shall have notified the Administrative Agent and such Issuing Bank Lender prior to Noon 11:00 a.m. (New York time) on the Business Day of immediately prior to the date of such drawing that the Applicable Borrower Account Party intends to reimburse such Issuing Bank Lender for the amount of such drawing with funds other than the proceeds of Revolving Loans, the Applicable Borrower Company shall be deemed to have timely given a Notice of Borrowing to the Administrative Agent requesting the Banks having Revolving Loan Commitments Lenders to make Revolving Loans that which are Base Rate Loans Loans, on the Business Day following the date on which such drawing is honored honored, in an amount in Dollars (which amount, in the case of a drawing under a Foreign Letter of Credit, shall be calculated by reference to the applicable Exchange Rate) equal to the Dollar Equivalent amount of such honored drawing, and (ii) subject to satisfaction or waiver of the Banks conditions specified in subsection 3.2B, Lenders shall, on the date of such drawingrequested borrowing, make Revolving Loans that which are Base Rate Loans in the amount of such drawingdrawing as aforesaid, the proceeds of which shall be applied directly by the Administrative Agent to reimburse such Issuing Bank Lender for the Dollar Equivalent amount of such drawing; and further provided that ifthat, if for any reason, reason proceeds of Revolving Loans are not received by such Issuing Bank Lender on such date in an amount equal to the amount of such drawing, the Applicable Account Party shall reimburse such Issuing Bank shall be entitled to reimbursement in accordance with Section 1.04Lender, on the Business Day (which shall be a business day (under the laws of the jurisdiction of such Issuing BankLender) immediately following the date on which reimbursement of such drawingdrawing is required as provided above, in an amount in Dollars (calculated as provided above in the case of a drawing under a Foreign Letter of Credit) and in same day funds equal to the excess of the amount of such drawing over the amount of such Revolving Loans, if any, that which are so received, plus accrued interest on such amount at the rate set forth in Section 1.13(f)(1)(isubsection 2.8F(4).

Payment of Amounts Drawn Under Letters of Credit. In the event of any request for a drawing under any Letter of Credit by the beneficiary thereof, the Issuing Fronting Bank shall notify the Applicable Borrower and the Administrative Agent on or before the date on which such Issuing Fronting Bank intends to honor such drawing, and the Applicable Borrower shall reimburse such Issuing Fronting Bank on the day on which such drawing is honored in an amount in same day funds equal to the amount of and such drawing in the same currency Dollars or a Freely Available Foreign Currency, as such drawingapplicable; provided that, anything contained in this Agreement to the contrary notwithstanding, (i) unless the Applicable Borrower shall have notified the Administrative Agent and such Issuing Fronting Bank prior to Noon 11:00 A.M. (New York time) on the Business Day of immediately prior to the date of such drawing that the Applicable Borrower intends to reimburse such Issuing Fronting Bank for the amount of such drawing with (a) funds other than the proceeds of Revolving Loans or (b) to the extent otherwise permitted under this Agreement, funds that are proceeds of Loans that are Eurodollar Rate Revolving Loans, the Applicable Borrower shall be deemed to have timely given a Notice of Borrowing to the Administrative Agent requesting the Banks having Revolving Loan Commitments Lenders to make Revolving Loans that which are Base Rate ABR Loans on the Business Day following the date on which such drawing is honored in an amount equal to the Dollar Equivalent amount of such drawing, and (ii) subject to satisfaction or waiver of the Banks conditions specified in subsection 3.3C, Lenders shall, on the date of such drawing, make Revolving Loans that which are Base Rate ABR Loans in the amount of such drawing, the proceeds of which shall be applied directly by the Administrative Agent to reimburse such Issuing Fronting Bank for the Dollar Equivalent amount of such drawing; and further provided that ifthat, if for any reason, proceeds of Revolving Loans are not received by such Issuing Fronting Bank on such date in an amount equal to the amount of such drawing, such Issuing Bank Borrower shall be entitled to reimbursement in accordance with Section 1.04reimburse Fronting Bank, on the Business Day (which shall be a business day (under the laws of the jurisdiction of such Issuing Fronting Bank) immediately following the date of such drawing, in an amount in same day funds equal to the excess of the amount of such drawing over the amount of such Revolving Loans, if any, that which are so received, plus accrued interest on such amount at the rate set forth in Section 1.13(f)(1)(isubsection 2.1F(1)(ii). If Borrower fails to make such reimbursement payment when due in respect of a Letter of Credit denominated in a Freely Available Foreign Currency, automatically and with no further action required, Borrower's obligation to reimburse the applicable drawing shall be permanently converted into an obligation to reimburse the Dollar equivalent, calculated using the Exchange Rates on the date when such payment was due, of such drawing, and Administrative Agent shall promptly notify Fronting Bank and each other Lender of the applicable drawing, the Dollar equivalent thereof, and the payment then due from Borrower in respect thereof.

Payment of Amounts Drawn Under Letters of Credit. In the event of any request for drawing under any Letter of Credit by the beneficiary thereof, the applicable Issuing Bank shall notify the Applicable Borrower and Administrative Agent, which shall notify the Administrative Agent Company of such draw, not later than 11:00 a.m. (New York City time), on or before the date day on which such the Issuing Bank intends to honor such drawing. Unless the Company shall, and at the Applicable Borrower shall reimburse time of such drawing, have posted funds with such Issuing Bank on the day on which sufficient to reimburse such drawing is honored in an amount full in same day funds equal to the amount of and in the same currency as such drawing; provided thatCash, anything contained in this Agreement to the contrary notwithstanding, (i) unless the Applicable Borrower shall have notified the Administrative Agent and such Issuing Bank prior to Noon (New York time) on shall reimburse the Business Day of the date of such drawing that the Applicable Borrower intends to reimburse such applicable Issuing Bank for the amount of such drawing from funds held in the Tranche 1 Credit-Linked Deposit Account to the extent of the Tranche 1 Banks' Pro Rata Share of the exposure with respect to such Letter of Credit. In the event funds from the Tranche 1 Credit-Linked Deposit Account are withdrawn by the Administrative Agent to reimburse the applicable Issuing Bank for an unreimbursed drawing, the Company shall have the right, at any time prior to the Facility Expiry Date, to pay over to the Administrative Agent in reimbursement thereof an amount equal to the amount so withdrawn for deposit in the Tranche 1 Credit-Linked Deposit Account. In the event that any reimbursement shall be due to an Issuing Bank under the preceding provisions of this Section on a day other than the proceeds last day of Revolving Loansan Interest Period in effect for the Tranche 1 Credit-Linked Deposits, the Applicable Borrower Administrative Agent shall have the right, but not the obligation, to advance its own funds to cover the amount due to such Issuing Bank, in which case (i) title to an amount of each Tranche 1 Bank's Tranche 1 Credit-Linked Deposit equal to its Tranche 1 Percentage Interest of the amount so advanced by the Administrative Agent (together with the interest accruing thereon) shall automatically be transferred to the Administrative Agent, which shall reimburse itself for the amount advanced by it through the liquidation of such amounts from the Tranche 1 Credit-Linked Deposits at the end of the applicable Interest Period, and (ii) the Company shall pay to the Administrative Agent, upon the Administrative Agent's request therefor, the amount, if any, by which the Administrative Agent's cost of funds for the period from the date of such reimbursement of the Issuing Bank through the end of the applicable Interest Period, as determined by the Administrative Agent (such determination to be conclusive absent manifest error) and set forth in the request for payment delivered to the Company, shall exceed the interest accrued on a like amount of the Tranche 1 Credit-Linked Deposits at the Eurodollar Rate for such Interest Period. In the event the Company shall fail to pay any amount due under clause (ii) of the preceding sentence, the interest payable by the Administrative Agent to the Tranche 1 Banks on their Tranche 1 Credit-Linked Deposits under Section 3.10 shall be correspondingly reduced and the Tranche 1 Banks shall without further act succeed, ratably in accordance with their Tranche 1 Percentages, to the rights of the Administrative Agent with respect to such amount. In the event that funds in the Tranche 1 Credit-Linked Deposit Account are insufficient to reimburse any Issuing Bank for any drawing (a "shortfall") the Company will be deemed to have timely concurrently with any such drawing, given a Notice of Borrowing to the Administrative Agent requesting the Banks having Revolving Loan Commitments to make Revolving Loans that are Base for Prime Rate Loans on in the Business Day following the date on which such drawing is honored in an amount equal to such shortfall. Subject to satisfaction or waiver of the Dollar Equivalent amount conditions specified in Article V and the other terms of such drawingand conditions to Borrowing contained herein, and (ii) the Tranche 2 Banks shallshall be obligated, on the date of such drawingdrawing is honored, to make Revolving Loans that are Base Rate Loans in the amount of such drawing, the proceeds of which shall be applied directly by the Administrative Agent to reimburse such the applicable Issuing Bank for the Dollar Equivalent amount of such drawing; and further provided that if, drawing or payment. If for any reason, proceeds of Revolving such Loans are not received by such Issuing Bank on such date in an amount equal to the amount of such drawing, the Company shall be obligated to and shall reimburse such Issuing Bank shall be entitled to reimbursement in accordance with Section 1.04Bank, on the Business Day (which shall be a business day under the laws of the jurisdiction of such the Issuing Bank) immediately following the date of such drawing, in an amount in same day immediately available funds equal to the excess of the amount of such drawing over the amount of such Revolving Loans, if any, that which are so received, plus accrued interest on such amount at the rate set forth in Section 1.13(f)(1)(i)4.01 of this Agreement. If any drawing reimbursement that has been funded from the Tranche 1 Credit-Linked Deposits shall be reimbursed by the Company on a day other than on the last day of an Interest Period applicable to the Tranche 1 Credit-Linked Deposits, the Administrative Agent shall invest the amount so reimbursed in overnight or short-term cash equivalent investments until the end of the Interest Period at the time in effect and the Company shall pay to the Administrative Agent, upon the Administrative Agent's request therefor, the amount, if any, by which the interest accrued on a like amount of the Tranche 1 Credit-Linked Deposits at the Eurodollar Rate for the Interest Period in effect therefor shall exceed the interest earned through the investment of the amount so reimbursed for the period from the date of such reimbursement through the end of the applicable Interest Period, as determined by the Administrative Agent (such determination to be conclusive absent manifest error) and set forth in the request for payment delivered to the Company. In the event the Company shall fail to pay any amount due under this paragraph, the interest payable by the Administrative Agent to the Tranche 1 Banks on their Tranche 1 Credit-Linked Deposits under Section 3.10 shall be correspondingly reduced and the Tranche 1 Banks shall without further act succeed, ratably in accordance with their Tranche 1 Percentage Interest, to the rights of the Administrative Agent with respect to such amount.