Common use of Reimbursement by Company of Amounts Paid Under Letters of Credit Clause in Contracts

Reimbursement by Company of Amounts Paid Under Letters of Credit. In the event an Issuing Lender has determined to honor a drawing under a Letter of Credit issued by it, such Issuing Lender shall immediately notify Company and Administrative Agent of the date payment thereunder shall be made (the "Reimbursement Date"), and Company shall reimburse such Issuing Lender on the Reimbursement Date in an amount in Dollars and in same day funds equal to the amount of such honored drawing; PROVIDED that, anything contained in this Agreement to the contrary notwithstanding, (i) unless Company shall have notified Administrative Agent and such Issuing Lender prior to 11:00 A.M. (Chicago time) on the Reimbursement Date that Company intends to reimburse such Issuing Lender for the amount of such honored drawing with funds other than the proceeds of Working Capital Loans, Company shall be deemed to have given a timely Notice of Borrowing to Administrative Agent requesting Lenders to make Working Capital Loans that are Base Rate Loans on the Reimbursement Date in an amount in Dollars equal to the amount of such honored drawing and (ii) subject to satisfaction or waiver of the conditions specified in subsection 4.4, Working Capital Lenders shall, on the Reimbursement Date, make Working Capital Loans that are Base Rate Loans in the amount of such honored drawing, the proceeds of which shall be applied directly by Administrative Agent to reimburse such Issuing Lender for the amount of such honored drawing; and PROVIDED, FURTHER that if for any reason proceeds of Working Capital Loans are not received by such Issuing Lender on the Reimbursement Date in an amount equal to the amount of such honored drawing, Company shall reimburse such Issuing Lender, on demand, but no earlier than one Business Day following the Reimbursement Date, in an amount in same day funds equal to the excess of the amount of such honored drawing over the aggregate amount of such Working Capital Loans, if any, which are so received. Nothing in this subsection 3.3B shall be deemed to relieve any Working Capital Lender from its obligation to make Working Capital Loans on the terms and conditions set forth in this Agreement, and Company shall retain any and all rights it may have against any Working Capital Lender resulting from the failure of such Lender to make such Working Capital Loans under this subsection 3.3B.

Reimbursement by Company of Amounts Paid Under Letters of Credit. In the event an Issuing Lender has determined to honor a drawing under a Letter of Credit issued by it, such Issuing Lender shall immediately notify Company and Administrative Agent of the date payment thereunder shall be made (the "Reimbursement Date")Agent, and Company shall reimburse such Issuing Lender on or before the Business Day immediately following the date on which such drawing is honored (the “Reimbursement Date Date”) in an amount in Dollars and in same day funds equal to the amount of such honored drawingpayment; PROVIDED provided that, anything contained in this Agreement to the contrary notwithstanding, (i) unless Company shall have notified Administrative Agent and such Issuing Lender prior to 11:00 10:00 A.M. (Chicago San Francisco time) on the Reimbursement Date date such drawing is honored that Company intends to reimburse such Issuing Lender for the amount of such honored drawing payment with funds other than the proceeds of Working Capital Revolving Loans, Company shall be deemed to have given a timely Notice of Borrowing to Administrative Agent requesting Revolving Lenders to make Working Capital Revolving Loans that are Base Rate Loans on the Reimbursement Date in an amount in Dollars equal to the amount of such honored drawing payment and (ii) subject to satisfaction or waiver of the conditions specified in subsection 4.44.2B, Working Capital Revolving Lenders shall, on the Reimbursement Date, make Working Capital Revolving Loans that are Base Rate Loans in the amount of such honored drawingpayment, the proceeds of which shall be applied directly by Administrative Agent to reimburse such Issuing Lender for the amount of such honored drawingpayment; and PROVIDEDprovided, FURTHER further that if for any reason proceeds of Working Capital Revolving Loans are not received by such Issuing Lender on the Reimbursement Date in an amount equal to the amount of such honored drawingpayment, Company shall reimburse such Issuing Lender, on demand, but no earlier than one Business Day following the Reimbursement Date, in an amount in same day funds equal to the excess of the amount of such honored drawing payment over the aggregate amount of such Working Capital Revolving Loans, if any, which are so received. Nothing in this subsection 3.3B shall be deemed to relieve any Working Capital Revolving Lender from its obligation to make Working Capital Revolving Loans on the terms and conditions set forth in this Agreement, and Company shall retain any and all rights it may have against any Working Capital Revolving Lender resulting from the failure of such Revolving Lender to make such Working Capital Revolving Loans under this subsection 3.3B.

Reimbursement by Company of Amounts Paid Under Letters of Credit. In the event an Issuing Lender has determined to honor a drawing under a Letter of Credit issued by it, such Issuing Lender shall immediately notify Company and Administrative Agent of the date payment thereunder shall be made (the "Reimbursement Date")Agent, and Company shall reimburse such Issuing Lender on or before the Business Day immediately following the date on which such drawing is honored (the “Reimbursement Date Date”) in an amount in Dollars and in same day funds equal to the amount of such honored drawingpayment; PROVIDED provided that, anything contained in this Agreement to the contrary notwithstanding, (i) unless Company shall have notified Administrative Agent and such Issuing Lender prior to 11:00 A.M. 1:00 P.M. (Chicago New York City time) on the Reimbursement Date date such drawing is honored that Company intends to reimburse such Issuing Lender for the amount of such honored drawing payment with funds other than the proceeds of Working Capital Revolving Loans, Company shall be deemed to have given a timely Notice of Borrowing to Administrative Agent requesting Revolving Lenders to make Working Capital Revolving Loans that are Base Rate Loans on the Reimbursement Date in an amount in Dollars equal to the amount of such honored drawing payment and (ii) subject to satisfaction or waiver of the conditions specified in subsection 4.44.2B, Working Capital Revolving Lenders shall, on the Reimbursement Date, make Working Capital Revolving Loans that are Base Rate Loans in the amount of such honored drawingpayment, the proceeds of which shall be applied directly by Administrative Agent to reimburse such Issuing Lender for the amount of such honored drawingpayment; and PROVIDEDprovided, FURTHER further that if for any reason proceeds of Working Capital Revolving Loans are not received by such Issuing Lender on the Reimbursement Date in an amount equal to the amount of such honored drawingpayment, Company shall reimburse such Issuing Lender, on demand, but no earlier than one Business Day following the Reimbursement Date, in an amount in same day funds equal to the excess of the amount of such honored drawing payment over the aggregate amount of such Working Capital Revolving Loans, if any, which are so received. Nothing in this subsection 3.3B shall be deemed to relieve any Working Capital Revolving Lender from its obligation to make Working Capital Revolving Loans on the terms and conditions set forth in this Agreement, and Company shall retain any and all rights it may have against any Working Capital Revolving Lender resulting from the failure of such Revolving Lender to make such Working Capital Revolving Loans under this subsection 3.3B.

Reimbursement by Company of Amounts Paid Under Letters of Credit. In the event an Issuing Lender has determined to honor a drawing under a Letter of Credit issued by it, such Issuing Lender shall immediately notify Company and Administrative Agent of the date payment thereunder shall be made (the "Reimbursement Date")Agent, and Company shall reimburse such Issuing Lender on or before the Business Day immediately following the date on which such drawing is honored (the “Reimbursement Date Date”) in an amount in Dollars and in same day funds equal to the amount of such honored drawingpayment; PROVIDED provided that, anything contained in this Agreement to the contrary notwithstanding, (i) unless Company shall have notified Administrative Agent and such Issuing Lender prior to 11:00 A.M. 12:00 noon (Chicago Minneapolis time) on the Reimbursement Date date such drawing is honored that Company intends to reimburse such Issuing Lender for the amount of such honored drawing payment with funds other than the proceeds of Working Capital Revolving Loans, Company shall be deemed to have given a timely Notice of Revolving Borrowing to Administrative Agent requesting Lenders to make Working Capital Revolving Loans that are Base Rate Loans on the Reimbursement Date in an amount in Dollars equal to the amount of such honored drawing payment and (ii) subject to satisfaction or waiver of the conditions specified in subsection 4.44.2, Working Capital Lenders shall, on the Reimbursement Date, make Working Capital Revolving Loans that are Base Rate Loans in the amount of such honored drawingpayment, the proceeds of which shall be applied directly by Administrative Agent to reimburse such Issuing Lender for the amount of such honored drawingpayment; and PROVIDEDprovided, FURTHER further that if for any reason proceeds of Working Capital Revolving Loans are not received by such Issuing Lender on the Reimbursement Date in an amount equal to the amount of such honored drawingpayment, Company shall reimburse such Issuing Lender, on demand, but no earlier than one Business Day following the Reimbursement Date, in an amount in same day funds equal to the excess of the amount of such honored drawing payment over the aggregate amount of such Working Capital Revolving Loans, if any, which are so received. Nothing in this subsection 3.3B shall be deemed to relieve any Working Capital Lender from its obligation to make Working Capital Revolving Loans on the terms and conditions set forth in this Agreement, and Company shall retain any and all rights it may have against any Working Capital Lender resulting from the failure of such Lender to make such Working Capital Revolving Loans under this subsection 3.3B.3.3B. During the continuance of an Event of Default, if Administrative Agent receives any Cash collateral in respect of any outstanding Letter of Credit, such Cash collateral shall be held by Administrative Agent for the ratable benefit of the Lenders.

Reimbursement by Company of Amounts Paid Under Letters of Credit. In the event an Issuing Lender has determined to honor a drawing under a Letter of Credit issued by it, such Issuing Lender shall immediately notify Company and Administrative Agent of the date payment thereunder shall be made (the "Reimbursement Date")Agent, and Company shall reimburse such Issuing Lender on or before the Business Day immediately following the date on which such drawing is honored (the “Reimbursement Date in an amount in Dollars and in same day funds equal to Date”) Same Day Funds the amount of such honored drawing; PROVIDED that, anything such reimbursement to be in the currency in which such Letter of Credit is denominated unless (A) Issuing Lender (at its option) shall have specified in such notice that it will require reimbursement in Dollars, or (B) in the absence of any such requirement for reimbursement in Dollars, Company shall have notified Issuing Lender promptly following receipt of the notice of drawing that Company will reimburse Issuing Lender in Dollars. In the case of any such reimbursement in Dollars of a drawing under a Letter of Credit denominated in an Alternative Currency, Issuing Lender shall notify Company of the Dollar Equivalent of the amount of the drawing promptly following the determination thereof. Anything contained in this Agreement to the contrary notwithstanding, (i) unless Company shall have notified Administrative Agent and such Issuing Lender prior to 11:00 A.M. 12:00 Noon (Chicago New York City time) on the Reimbursement Date date such drawing is honored that Company intends to reimburse such Issuing Lender for the amount of such honored drawing with funds other than the proceeds of Working Capital Revolving Loans, Company shall be deemed to have given a timely Notice of Borrowing to Administrative Agent requesting Revolving Lenders to make Working Capital Revolving Loans that are Base Rate Loans on the Reimbursement Date in an amount in Dollars (based on the Dollar Equivalent amount in the case of a drawing under a Letter of Credit denominated in an Alternative Currency) equal to the amount of such honored drawing and (ii) subject to satisfaction or waiver of the conditions specified in subsection 4.44.3B, Working Capital Revolving Lenders shall, on the Reimbursement Date, make Working Capital Revolving Loans that are Base Rate Loans in the amount of such honored drawing, the proceeds of which shall be applied directly by Administrative Agent to reimburse such Issuing Lender for the amount of such honored drawing; and PROVIDEDprovided, FURTHER further that if for any reason proceeds of Working Capital Revolving Loans are not received by such Issuing Lender on the Reimbursement Date in an amount equal to the amount of such honored drawing, Company shall reimburse such Issuing Lender, on demand, but no earlier than one Business Day following the Reimbursement Date, in an amount in same day funds Dollars (based on the Dollar Equivalent amount with respect to any Letter of Credit denominated in an Alternative Currency) in Same Day Funds equal to the excess of the amount of such honored drawing over the aggregate amount of such Working Capital Revolving Loans, if any, which are so received. Nothing in this subsection 3.3B shall be deemed to relieve any Working Capital Revolving Lender from its obligation to make Working Capital Revolving Loans on the terms and conditions set forth in this Agreement, and Company shall retain any and all rights it may have against any Working Capital Revolving Lender resulting from the failure of such Revolving Lender to make such Working Capital Revolving Loans under this subsection 3.3B.3.3B. If any portion of any such amount paid (or deemed to be paid) to Issuing Lender should be recovered by or on behalf of Company from Issuing Lender in any bankruptcy proceeding, in any assignment for the benefit of creditors or otherwise, the loss of the amount so recovered shall be ratably shared among all Lenders in the manner contemplated by subsection 10.5.

Reimbursement by Company of Amounts Paid Under Letters of Credit. In the event an Issuing Lender has determined to honor a drawing under a Letter of Credit issued by it, such Issuing Lender shall immediately notify Company and Administrative Agent of the date payment thereunder shall be made (the "Reimbursement Date")Agent, and Company shall reimburse such Issuing Lender on or before the Business Day immediately following the date on which such drawing is honored (the “Reimbursement Date Date”) in an amount in Dollars and in same day funds equal to the amount of such honored drawing; PROVIDED provided that, anything contained in this Agreement to the contrary notwithstanding, (i) unless Company shall have notified Administrative Agent and such Issuing Lender prior to 11:00 A.M. 12:00 Noon (Chicago New York City time) on the Reimbursement Date Business Day following the date such drawing is honored that Company intends to reimburse such Issuing Lender for the amount of such honored drawing with funds other than the proceeds of Working Capital Revolving Loans, Company shall be deemed to have given a timely Notice of Borrowing to Administrative Agent requesting Revolving Lenders to make Working Capital Revolving Loans that are Alternate Base Rate Loans on the Reimbursement Date in an amount in Dollars equal to the amount of such honored drawing and (ii) subject to satisfaction or waiver of the conditions specified in subsection 4.44.2B, Working Capital Revolving Lenders shall, on the Reimbursement Date, make Working Capital Revolving Loans that are Alternate Base Rate Loans in the amount of such honored drawing, the proceeds of which shall be applied directly by Administrative Agent to reimburse such Issuing Lender for the amount of such honored drawing; and PROVIDEDprovided, FURTHER further that if for any reason proceeds of Working Capital Revolving Loans are not received by such Issuing Lender on the Reimbursement Date in an amount equal to the amount of such honored drawing, Company shall reimburse such Issuing Lender, on demand, but no earlier than one Business Day following the Reimbursement Date, in an amount in same day funds equal to the excess of the amount of such honored drawing over the aggregate amount of such Working Capital Revolving Loans, if any, which are so received. Nothing in this subsection 3.3B shall be deemed to relieve any Working Capital Revolving Lender from its obligation to make Working Capital Revolving Loans on the terms and conditions set forth in this Agreement, and Company shall retain any and all rights it may have against any Working Capital Revolving Lender resulting from the failure of such Revolving Lender to make such Working Capital Revolving Loans under this subsection 3.3B.

Reimbursement by Company of Amounts Paid Under Letters of Credit. In the event an Issuing Lender has determined to honor a drawing under a Letter of Credit issued by it, such Issuing Lender shall immediately notify Company and Administrative Agent (each such notice, a “Drawing Notice”) of the date payment thereunder shall Business Day on which such drawing is to be made or was honored (the "Reimbursement “Drawing Date"”), and Company shall reimburse such Issuing Lender on the date (the “Reimbursement Date”) determined as follows: (a) the Drawing Date, if the applicable Drawing Notice is received on or prior to 12:00 Noon (New York City time) on the Drawing Date or (b) on the first Business Day following the date of delivery of the Drawing Notice, if the applicable Drawing Notice is received after 12:00 Noon (New York City time) on the Drawing Date, in each case, in an amount in Dollars and in same day funds equal to the amount of such honored drawingpayment; PROVIDED provided that, anything contained in this Agreement to the contrary notwithstanding, (i) unless Company shall have notified Administrative Agent and such Issuing Lender prior to 11:00 A.M. 1:00 P.M. (Chicago New York City time) on the Reimbursement Date that Company intends to reimburse such Issuing Lender for the amount of such honored drawing payment with funds other than the proceeds of Working Capital Revolving Loans, Company shall be deemed to have given a timely Notice of Borrowing to Administrative Agent requesting Lenders to make Working Capital Loans that are Base Rate Loans on the Reimbursement Date in an amount in Dollars equal to shall notify each Revolving Lender of such drawing and the amount of such honored drawing thereof, and (ii) subject to satisfaction or waiver of the conditions specified in subsection 4.4, Working Capital Lenders shall, on the Reimbursement Date, the Revolving Lenders shall make Working Capital Revolving Loans that are Base Rate Loans in the amount of such honored drawingpayment, the proceeds of which shall be applied directly by Administrative Agent to reimburse such Issuing Lender for the amount of such honored drawingpayment; and PROVIDEDprovided, FURTHER further that if for any reason proceeds of Working Capital Revolving Loans are not received by such Issuing Lender on the Reimbursement Date in an amount equal to the amount of such honored drawingpayment, Company shall reimburse such Issuing Lender, on demand, but no earlier than one Business Day following the Reimbursement Date, in an amount in same day funds equal to the excess of the amount of such honored drawing payment over the aggregate amount of such Working Capital Revolving Loans, if any, which are so received. Nothing in this subsection 3.3B shall be deemed to relieve any Working Capital Revolving Lender from its obligation to make Working Capital Revolving Loans on the terms and conditions set forth in this Agreement, and Company shall retain any and all rights it may have against any Working Capital Revolving Lender resulting from the failure of such Revolving Lender to make such Working Capital Revolving Loans under this subsection 3.3B.

Reimbursement by Company of Amounts Paid Under Letters of Credit. In the event an Issuing Lender has determined to honor a drawing under a Letter of Credit issued by it, such Issuing Lender shall immediately notify Company and Administrative Agent of the date payment thereunder shall be made (the "Reimbursement Date")Agent, and Company shall reimburse such Issuing Lender on or before the Business Day immediately following the date on which such drawing is honored (the “Reimbursement Date Date”) in an amount in Dollars (which amount, in the case of a payment under a Letter of Credit which is denominated in a currency other than Dollars, shall be calculated by reference to the applicable Exchange Rate) or, at the option of such Issuing Lender, in the case of a Letter of Credit denominated in a currency other than Dollars, in such other currency, and in same day funds equal to the amount of such honored drawingpayment; PROVIDED provided that, anything contained in this Agreement to the contrary notwithstanding, (i) unless Company shall have notified Administrative Agent and such Issuing Lender prior to 11:00 A.M. 12:00 Noon (Chicago New York City time) on the Reimbursement Date date such drawing is honored that Company intends to reimburse such Issuing Lender for the amount of such honored drawing payment with funds other than the proceeds of Working Capital Revolving Loans, Company shall be deemed to have given a timely Notice of Borrowing to Administrative Agent requesting Revolving Lenders to make Working Capital Revolving Loans that are Base Rate Loans on the Reimbursement Date in an amount in Dollars (which amount, in the case of a payment under a Letter of Credit which is denominated in a currency other than Dollars, shall be calculated by reference to the applicable Exchange Rate) equal to the amount of such honored drawing payment and (ii) subject to satisfaction or waiver of the conditions specified in subsection 4.44.2B, Working Capital Revolving Lenders shall, on the Reimbursement Date, make Working Capital Revolving Loans that are Base Rate Loans in the amount of such honored drawingpayment, the proceeds of which shall be applied directly by Administrative Agent to reimburse such Issuing Lender for the amount of such honored drawingpayment; and PROVIDEDprovided, FURTHER further that if for any reason proceeds of Working Capital Revolving Loans are not received by such Issuing Lender on the Reimbursement Date in an amount equal to the amount of such honored drawingpayment, Company shall reimburse such Issuing Lender, on demand, but no earlier than one Business Day following the Reimbursement Date, in an amount in same day funds equal to the excess of the amount of such honored drawing payment over the aggregate amount of such Working Capital Revolving Loans, if any, which are so received. Nothing in this subsection 3.3B shall be deemed to relieve any Working Capital Revolving Lender from its obligation to make Working Capital Revolving Loans on the terms and conditions set forth in this Agreement, and Company shall retain any and all rights it may have against any Working Capital Revolving Lender resulting from the failure of such Revolving Lender to make such Working Capital Revolving Loans under this subsection 3.3B.

Reimbursement by Company of Amounts Paid Under Letters of Credit. In the event an Issuing Lender has determined to honor a drawing under a Letter of Credit issued by it, such Issuing Lender shall immediately notify Company and Administrative Agent of the date payment thereunder shall be made (the "Reimbursement Date")Agent, and Company shall reimburse such Issuing Lender on or before the Business Day immediately following the date on which such drawing is honored (the “Reimbursement Date in an amount in Dollars and Date”) in same day funds equal to the amount of such honored drawingpayment; PROVIDED provided that, anything contained in this Agreement to the contrary notwithstanding, (i) unless Company shall have notified Administrative Agent and such Issuing Lender prior to 11:00 A.M. 12:00 Noon (Chicago New York City time) on the Reimbursement Date date such drawing is honored that Company intends to reimburse such Issuing Lender for the amount of such honored drawing payment with funds other than the proceeds of Working Capital Revolving Loans, Company shall be deemed to have given a timely Notice of Borrowing to Administrative Agent requesting Revolving Lenders to make Working Capital Revolving Loans that are Base Rate Loans on the Reimbursement Date in an amount in Dollars equal to the amount of such honored drawing payment and (ii) subject to satisfaction or waiver of the conditions specified in subsection 4.4Section 3.2(b), Working Capital Revolving Lenders shall, on the Reimbursement Date, make Working Capital Revolving Loans that are Base Rate Loans in the amount of such honored drawingpayment, the proceeds of which shall be applied directly by Administrative Agent to reimburse such Issuing Lender for the amount of such honored drawingpayment; and PROVIDED, FURTHER provided further that if for any reason proceeds of Working Capital Revolving Loans are not received by such Issuing Lender on the Reimbursement Date in an amount equal to the amount of such honored drawingpayment, Company shall reimburse such Issuing Lender, on demand, but no earlier than one Business Day following the Reimbursement Date, in an amount in same day funds equal to the excess of the amount of such honored drawing payment over the aggregate amount of such Working Capital Revolving Loans, if any, which are so received. Nothing in this subsection 3.3B Section 10.3(b) shall be deemed to relieve any Working Capital Revolving Lender from its obligation to make Working Capital Revolving Loans on the terms and conditions set forth in this Agreement, and Company shall retain any and all rights it may have against any Working Capital Revolving Lender resulting from the failure of such Revolving Lender to make such Working Capital Revolving Loans under this subsection 3.3B.Section 10.3(b).

Reimbursement by Company of Amounts Paid Under Letters of Credit. In the event an Issuing Lender has determined to honor a drawing under a Letter of Credit issued by it, such Issuing Lender shall immediately notify Company and Administrative Agent of the date payment thereunder shall be made (the "Reimbursement Date")Agent, and Company shall reimburse such Issuing Lender on the date on which such drawing is honored (the "Reimbursement Date Date") in an amount in Dollars (which amount, in the case of a drawing under a Letter of Credit which is denominated in Canadian Dollars, shall be calculated in Dollar Equivalents) and in same day funds equal to the amount of such honored drawing; PROVIDED provided that, anything contained in -------- this Agreement to the contrary notwithstanding, (i) unless Company shall have notified Administrative Agent and such Issuing Lender prior to 11:00 10:00 A.M. (Chicago New York City time) on the Reimbursement Date date such drawing is honored that Company intends to reimburse such Issuing Lender for the amount of such honored drawing with funds other than the proceeds of Working Capital Revolving Loans, Company shall be deemed to have given a timely Notice of Borrowing to Administrative Agent requesting Lenders to make Working Capital Revolving Loans that are Base Rate Loans on the Reimbursement Date in an amount in Dollars (calculated in Dollar Equivalents in the case of a drawing equal to the amount of any drawing honored by such Issuing Lender under a Letter of Credit denominated in Canadian Dollars) equal to the amount of such honored drawing and (ii) subject to satisfaction or waiver of the conditions specified in subsection 4.44.2B, Working Capital Domestic Lenders shall, on the Reimbursement Date, make Working Capital Revolving Loans that are Base Rate Loans in the amount of such honored drawing, the proceeds of which shall be applied directly by Administrative Agent to reimburse such Issuing Lender for the amount of such honored drawing; and PROVIDEDprovided, FURTHER further that if for any -------- ------- reason proceeds of Working Capital Revolving Loans are not received by such Issuing Lender on the Reimbursement Date in an amount equal to the amount of such honored drawing, Company shall reimburse such Issuing Lender, on demand, but no earlier than one Business Day following the Reimbursement Date, in an amount in same day funds equal to the excess of the amount of such honored drawing over the aggregate amount of such Working Capital Revolving Loans, if any, which are so received. Nothing in this subsection 3.3B shall be deemed to relieve any Working Capital Domestic Lender from its obligation to make Working Capital Revolving Loans on the terms and conditions set forth in this Agreement, and Company shall retain any and all rights it may have against any Working Capital Domestic Lender resulting from the failure of such Domestic Lender to make such Working Capital Revolving Loans under this subsection 3.3B.

Reimbursement by Company of Amounts Paid Under Letters of Credit. In the event an Issuing Lender has determined to honor a drawing under a Letter of Credit issued by it, such Issuing Lender shall immediately notify Company and Administrative Agent of the date payment thereunder shall be made (the "Reimbursement Date")Agent, and Company shall reimburse such Issuing Lender on or before the Business Day immediately following the date on which such drawing is honored (the “Reimbursement Date Date”) in an amount in Dollars (which amount, in the case of a payment under a Letter of Credit which is denominated in a currency other than Dollars, shall be calculated by reference to the applicable Exchange Rate thereof) or, at the option of such Issuing Lender, in the case of a Letter of Credit denominated in a currency other than Dollars, in such other currency and in same day funds equal to the amount of such honored drawingpayment; PROVIDED provided that, anything contained in this Agreement to the contrary notwithstanding, (i) unless Company shall have notified Administrative Agent and such Issuing Lender prior to 11:00 A.M. 10:00 a.m. (Chicago New York City time) on the Reimbursement Date date such drawing is honored that Company intends to reimburse such Issuing Lender for the amount of such honored drawing payment with funds other than the proceeds of Working Capital Revolving Loans, Company shall be deemed to have given a timely Notice of Borrowing to Administrative Agent requesting Revolving Lenders to make Working Capital Revolving Loans that are Base Rate Loans on the Reimbursement Date in an amount in Dollars (which amount, in the case of a payment under a Letter of Credit which is denominated in a currency other than Dollars, shall be calculated by reference to the applicable Exchange Rate thereof) equal to the amount of such honored drawing payment and (ii) subject to satisfaction or waiver of the conditions specified in subsection 4.44.2B, Working Capital Revolving Lenders shall, on the Reimbursement Date, make Working Capital Revolving Loans that are Base Rate Loans in the amount of such honored drawingpayment, the proceeds of which shall be applied directly by Administrative Agent to reimburse such Issuing Lender for the amount of such honored drawingpayment; and PROVIDEDprovided, FURTHER further, that if for any reason proceeds of Working Capital Revolving Loans are not received by such Issuing Lender on the Reimbursement Date in an amount equal to the amount of such honored drawingpayment, Company shall reimburse such Issuing Lender, on demand, but no earlier than one Business Day following the Reimbursement Date, in an amount in same day funds equal to the excess of the amount of such honored drawing payment over the aggregate amount of such Working Capital Revolving Loans, if any, which are so received. Nothing in this subsection 3.3B shall be deemed to relieve any Working Capital Revolving Lender from its obligation to make Working Capital Revolving Loans on the terms and conditions set forth in this Agreement, and Company shall retain any and all rights it may have against any Working Capital Revolving Lender resulting from the failure of such Revolving Lender to make such Working Capital Revolving Loans under this subsection 3.3B.

Reimbursement by Company of Amounts Paid Under Letters of Credit. In the event an Issuing Lender has determined to honor a drawing under a Letter of Credit issued by it, such Issuing Lender shall immediately notify Company and Administrative Agent of the date payment thereunder shall be made (the "Reimbursement Date")Agent, and Company shall reimburse such Issuing Lender on or before the Business Day immediately following the date on which such drawing is honored (the “Reimbursement Date Date”) in an amount in Dollars and in same day funds equal to Same Day Funds the amount of such honored drawing; PROVIDED that, anything such reimbursement to be in the currency in which such Letter of Credit is denominated unless (A) Issuing Lender (at its option) shall have specified in such notice that it will require reimbursement in Dollars, or (B) in the absence of any such requirement for reimbursement in Dollars, Company shall have notified Issuing Lender promptly following receipt of the notice of drawing that Company will reimburse Issuing Lender in Dollars. In the case of any such reimbursement in Dollars of a drawing under a Letter of Credit denominated in an Alternative Currency, Issuing Lender shall notify Company of the Dollar Equivalent of the amount of the drawing promptly following the determination thereof. Anything contained in this Agreement to the contrary notwithstanding, (i) unless Company shall have notified Administrative Agent and such Issuing Lender prior to 11:00 A.M. 12:00 Noon (Chicago New York City time) on the Reimbursement Date date such drawing is honored that Company intends to reimburse such Issuing Lender for the amount of such honored drawing with funds other than the proceeds of Working Capital Revolving Loans, Company shall be deemed to have given a timely Notice of Borrowing to Administrative Agent requesting Revolving Lenders to make Working Capital Revolving Loans that are Base Rate Loans on the Reimbursement Date in an amount in Dollars (based on the Dollar Equivalent amount in the case of a drawing under a Letter of Credit denominated in an Alternative Currency) equal to the amount of such honored drawing and (ii) subject to satisfaction or waiver of the conditions specified in subsection 4.44.3B, Working Capital Revolving Lenders shall, on the Reimbursement Date, make Working Capital Revolving Loans that are Base Rate Loans in the amount of such honored drawing, the proceeds of which shall be applied directly by Administrative Agent to reimburse such Issuing Lender for the amount of such honored drawing; and PROVIDEDprovided, FURTHER further that if for any reason proceeds of Working Capital Revolving Loans are not received by such Issuing Lender on the Reimbursement Date in an amount equal to the amount of such honored drawing, Company shall reimburse such Issuing Lender, on demand, but no earlier than one Business Day following the Reimbursement Date, in an amount in same day funds Dollars (based on the Dollar Equivalent amount with respect to any Letter of Credit denominated in an Alternative Currency) in Same Day Funds equal to the excess of the amount of such honored drawing over the aggregate amount of such Working Capital Revolving Loans, if any, which are so received. Nothing in this subsection 3.3B shall be deemed to relieve any Working Capital Revolving Lender from its obligation to make Working Capital Revolving Loans on the terms and conditions set forth in this Agreement, and Company shall retain any and all rights it may have against any Working Capital Revolving Lender resulting from the failure of such Revolving Lender to make such Working Capital Revolving Loans under this subsection 3.3B.3.3B. If any portion of any such amount paid (or deemed to be paid) to Issuing Lender should be recovered by or on behalf of Company from Issuing Lender in any bankruptcy proceeding, in any assignment for the benefit of creditors or otherwise, the loss of the amount so recovered shall be ratably shared among all Lenders in the manner contemplated by subsection 10.5.

Reimbursement by Company of Amounts Paid Under Letters of Credit. In the event an Issuing Lender has determined to honor a drawing or request for payment under a Letter of Credit issued by it, such Issuing Lender shall immediately notify Company and Chase Co-Administrative Agent of the date payment thereunder shall be made (the "Reimbursement Date")Agent, and Company shall reimburse such Issuing Lender on or before the Reimbursement Date Business Day immediately following the date on which such drawing is honored or such payment is made (the applicable "REIMBURSEMENT DATE"), in an amount in Dollars and in same day funds equal to the amount of such honored drawing; PROVIDED provided that, anything contained in this Agreement to the contrary notwithstanding, (i) unless Company shall have notified Chase Co-Administrative Agent and such Issuing Lender prior to 11:00 A.M. 12:00 Noon (Chicago New York time) on the Reimbursement Date date of such drawing or request for payment that Company intends to reimburse such Issuing Lender for the amount of such honored drawing or payment with funds other than the proceeds of Working Capital Revolving Loans, Company shall be deemed to have given a timely Notice of Borrowing to Chase Co-Administrative Agent requesting Lenders to make Working Capital Revolving Loans that which are Base Rate Loans Loans, on the applicable Reimbursement Date in an amount in Dollars equal to the amount of such honored drawing or payment and (ii) subject to satisfaction or waiver of the conditions specified in subsection 4.44.4B, Working Capital Lenders shall, on the applicable Reimbursement Date, make Working Capital Revolving Loans that are Base Rate Loans and in the amount of such honored drawingdrawing or payment, the proceeds of which shall be applied directly by Chase Co-Administrative Agent to reimburse such Issuing Lender for the amount of such honored drawingdrawing or payment; and PROVIDED, FURTHER provided further that if for any reason proceeds of Working Capital Revolving Loans are not received by such Issuing Lender on the applicable Reimbursement Date in an amount equal to the amount of such honored drawingdrawing or payment, Company shall reimburse such Issuing Lender, on demand, but no earlier than one Business Day following the Reimbursement Date, in an amount in Dollars and in same day funds equal to the excess of the amount of such honored drawing or payment over the aggregate amount of such Working Capital Revolving Loans, if any, which are so received. Nothing in this subsection 3.3B shall be deemed to relieve any Working Capital Lender from its obligation to make Working Capital Revolving Loans on the terms and conditions set forth in this Agreement, and Company shall retain any and all rights it may have against any Working Capital Lender resulting from the failure of such Lender to make such Working Capital Revolving Loans under this subsection 3.3B.

Reimbursement by Company of Amounts Paid Under Letters of Credit. In the event an Issuing Lender has determined to honor a drawing under a Letter of Credit issued by it, such Issuing Lender shall immediately notify Company and Administrative Agent of the date payment thereunder shall be made (the "Reimbursement Date")Agent, and Company shall reimburse such Issuing Lender on or before the Business Day immediately following the date on which such drawing is honored (the “Reimbursement Date Date”) in an amount in Cdn. Dollars and in same day funds equal to the amount of such honored drawing; PROVIDED payment, provided that, anything contained in this Agreement to the contrary notwithstanding, (i) unless Company shall have notified Administrative Agent and such Issuing Lender prior to 11:00 A.M. a.m. (Chicago Toronto time) on the Reimbursement Date date such drawing is honored that Company intends to reimburse such Issuing Lender for the amount of such honored drawing payment with funds other than the proceeds of Working Capital Revolving Loans, : (i) Company shall be deemed to have given a timely Notice of Borrowing to Administrative Agent requesting Revolving Lenders to make Working Capital Revolving Loans that are Base Prime Rate Loans on the Reimbursement Date in an amount in Dollars equal to the amount of such honored drawing and payment, and (ii) subject to satisfaction or waiver of the conditions specified in subsection 4.46.2 (other than 6.2A), Working Capital Revolving Lenders shall, on the Reimbursement Date, make Working Capital Revolving Loans that are Base Prime Rate Loans in the amount of such honored drawingpayment, the proceeds of which shall be applied directly by Administrative Agent to reimburse such Issuing Lender for the amount of such honored drawingpayment; and PROVIDEDprovided, FURTHER further that if for any reason proceeds of Working Capital Revolving Loans are not received by such Issuing Lender on the Reimbursement Date in an amount equal to the amount of such honored drawingpayment, Company shall reimburse such Issuing Lender, on demand, but no earlier than one Business Day following the Reimbursement Date, in an amount in same day funds equal to the excess of the amount of such honored drawing payment by Issuing Lender over the aggregate amount of such Working Capital Revolving Loans, if any, which are so received. Nothing in this subsection 3.3B 4.3B shall be deemed to relieve any Working Capital Revolving Lender from its obligation to make Working Capital Revolving Loans on the terms and conditions set forth in this Agreement, and Company shall retain any and all rights it may have against any Working Capital Revolving Lender resulting from the failure of such Revolving Lender to make such Working Capital Revolving Loans under this subsection 3.3B.4.3B.

Reimbursement by Company of Amounts Paid Under Letters of Credit. In the event an Issuing Lender has determined to honor a drawing under a Letter of Credit issued by it, such Issuing Lender shall immediately notify Company and Administrative Agent of the date payment thereunder shall be made (the "Reimbursement Date")Agent, and Company shall reimburse such Issuing Lender on or before the Business Day immediately following the date on which such drawing is honored (the “Reimbursement Date Date”) in an amount in Dollars and in same day funds equal to the amount of such honored drawingpayment; PROVIDED provided that, anything contained in this Agreement to the contrary notwithstanding, (i) unless Company shall have notified Administrative Agent and such Issuing Lender prior to 11:00 A.M. 12:00 Noon (Chicago New York City time) on the Reimbursement Date date such drawing is honored that Company intends to reimburse such Issuing Lender for the amount of such honored drawing payment with funds other than the proceeds of Working Capital Revolving Loans, Company shall be deemed to have given a timely Notice of Borrowing to Administrative Agent requesting Revolving Lenders to make Working Capital Revolving Loans that are Base Rate Loans on the Reimbursement Date in an amount in Dollars equal to the amount of such honored drawing payment and Administrative Agent shall promptly notify each Revolving Lender of the proposed borrowing and (ii) subject to satisfaction or waiver of the conditions specified in subsection 4.44.2B, Working Capital Revolving Lenders shall, on the Reimbursement Date, make Working Capital Revolving Loans that are Base Rate Loans in the amount of such honored drawingpayment, the proceeds of which shall be applied directly by Administrative Agent to reimburse such Issuing Lender for the amount of such honored drawingpayment; and PROVIDEDprovided, FURTHER further that if for any reason proceeds of Working Capital Revolving Loans are not received by such Issuing Lender on the Reimbursement Date in an amount equal to the amount of such honored drawingpayment, Company shall reimburse such Issuing Lender, on demand, but no earlier than one Business Day following the Reimbursement Date, in an amount in same day funds equal to the excess of the amount of such honored drawing payment over the aggregate amount of such Working Capital Revolving Loans, if any, which are so received. Nothing in this subsection 3.3B shall be deemed to relieve any Working Capital Revolving Lender from its obligation to make Working Capital Revolving Loans on the terms and conditions set forth in this Agreement, and Company shall retain any and all rights it may have against any Working Capital Revolving Lender resulting from the failure of such Revolving Lender to make such Working Capital Revolving Loans under this subsection 3.3B.

Reimbursement by Company of Amounts Paid Under Letters of Credit. In the event an Issuing Lender has determined to honor a drawing under a Letter of Credit issued by it, such Issuing Lender shall immediately notify Company and Administrative Agent of the date payment thereunder shall be made (the "Reimbursement Date")Agent, and Company shall reimburse such Issuing Lender on or before the Reimbursement Date Business Day immediately following the date on which such drawing is honored (the "REIMBURSEMENT DATE") in an amount in Dollars and in same day funds equal to the amount of such honored drawing; PROVIDED provided that, anything contained -------- in this Agreement to the contrary notwithstanding, (i) unless Company shall have notified Administrative Agent and such Issuing Lender prior to 11:00 10:00 A.M. (Chicago San Francisco time) on the Reimbursement Date date such drawing is honored that Company intends to reimburse such Issuing Lender for the amount of such honored drawing with funds other than the proceeds of Working Capital Revolving Loans, Company shall be deemed to have given a timely Notice of Borrowing to Administrative Agent requesting Lenders to make Working Capital Revolving Loans that are Base Rate Loans on the Reimbursement Date in an amount in Dollars equal to the amount of such honored drawing and (ii) subject to satisfaction or waiver of the conditions specified in subsection 4.44.2B, Working Capital Revolving Lenders shall, on the Reimbursement Date, make Working Capital Revolving Loans that are Base Rate Loans in the amount of such honored drawing, the proceeds of which shall be applied directly by Administrative Agent to reimburse such Issuing Lender for the amount of such honored drawing; and PROVIDEDprovided, FURTHER further that if for -------- ------- any reason proceeds of Working Capital Revolving Loans are not received by such Issuing Lender on the Reimbursement Date in an amount equal to the amount of such honored drawing, Company shall reimburse such Issuing Lender, on demand, but no earlier than one Business Day following the Reimbursement Date, in an amount in same day funds equal to the excess of the amount of such honored drawing over the aggregate amount of such Working Capital Revolving Loans, if any, which are so received. Nothing in this subsection 3.3B shall be deemed to relieve any Working Capital Revolving Lender from its obligation to make Working Capital Revolving Loans on the terms and conditions set forth in this Agreement, and Company shall retain any and all rights it may have against any Working Capital Revolving Lender resulting from the failure of such Lender to make such Working Capital Revolving Loans under this subsection 3.3B.

Reimbursement by Company of Amounts Paid Under Letters of Credit. In the event an Issuing Lender has determined to honor a drawing under a Letter of Credit issued by it, such Issuing Lender shall immediately notify Company and Administrative Agent of the date payment thereunder shall be made (the "Reimbursement Date")Agent, and Company shall reimburse such Issuing Lender on or before the Reimbursement Date Business Day immediately following the date on which such drawing is honored (the "REIMBURSEMENT DATE") in an amount in Dollars (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 in same day funds equal to the amount of such honored drawing; PROVIDED that, anything contained in this Agreement to the contrary notwithstanding, (i) unless Company shall have notified Administrative Agent and such Issuing Lender prior to 11:00 A.M. 1:00 P.M. (Chicago New York time) on the Reimbursement Date date such drawing is honored that Company intends to reimburse such Issuing Lender for the amount of such honored drawing with funds other than the proceeds of Working Capital Revolving Loans, Company shall be deemed to have given a timely Notice of Borrowing to Administrative Agent requesting Lenders to make Working Capital Revolving Loans that are Base Rate Loans on the Reimbursement Date in an amount in Dollars (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) equal to the amount of such honored drawing and (ii) subject to satisfaction or waiver of the conditions specified in subsection 4.4, Working Capital Lenders shall, on the Reimbursement Date, make Working Capital Revolving Loans that are Base Rate Loans in the amount of such honored drawing, the proceeds of which shall be applied directly by Administrative Agent to reimburse such Issuing Lender for the amount of such honored drawing; and PROVIDED, FURTHER that if for any reason proceeds of Working Capital Revolving Loans are not received by such Issuing Lender on the Reimbursement Date in an amount equal to the amount of such honored drawing, Company shall reimburse such Issuing Lender, on demand, but no earlier than one Business Day following the Reimbursement Date, in an amount in same day funds equal to the excess of the amount of such honored drawing over the aggregate amount of such Working Capital Revolving Loans, if any, which are so received. Nothing in this subsection 3.3B shall be deemed to relieve any Working Capital Lender from its obligation to make Working Capital Revolving Loans on the terms and conditions set forth in this Agreement, and Company shall retain any and all rights it may have against any Working Capital Lender resulting from the failure of such Lender to make such Working Capital Revolving Loans under this subsection 3.3B.

Reimbursement by Company of Amounts Paid Under Letters of Credit. In the event an Issuing Lender has determined to honor a drawing under a Letter of Credit issued by it, such Issuing Lender shall immediately notify Company and Administrative Agent of the date payment thereunder shall be made (the "Reimbursement Date")Agent, and Company shall reimburse such Issuing Lender on or before the Business Day immediately following the date on which such drawing is honored (the “Reimbursement Date Date”) in an amount in Dollars and in same day funds equal to the amount of such honored drawing; PROVIDED provided that, anything contained in this Agreement to the contrary notwithstanding, (i) unless Company shall have notified Administrative Agent and such Issuing Lender prior to 11:00 A.M. 12:00 Noon (Chicago New York City time) on the Reimbursement Date date such drawing is honored that Company intends to reimburse such Issuing Lender for the amount of such honored drawing with funds other than the proceeds of Working Capital Revolving Loans, Company shall be deemed to have given a timely Notice of Borrowing to Administrative Agent requesting Revolving Lenders to make Working Capital Revolving Loans that are Base Rate Loans on the Reimbursement Date in an amount in Dollars equal to the amount of such honored drawing and (ii) subject to satisfaction or waiver of the conditions specified in subsection 4.44.3B, Working Capital Revolving Lenders shall, on the Reimbursement Date, make Working Capital Revolving Loans that are Base Rate Loans in the amount of such honored drawing, the proceeds of which shall be applied directly by Administrative Agent to reimburse such Issuing Lender for the amount of such honored drawing; and PROVIDEDprovided, FURTHER further that if for any reason proceeds of Working Capital Revolving Loans are not received by such Issuing Lender on the Reimbursement Date in an amount equal to the amount of such honored drawing, Company shall reimburse such Issuing Lender, on demand, but no earlier than one Business Day following the Reimbursement Date, in an amount in same day funds equal to the excess of the amount of such honored drawing over the aggregate amount of such Working Capital Revolving Loans, if any, which are so received. Nothing in this subsection 3.3B shall be deemed to relieve any Working Capital Revolving Lender from its obligation to make Working Capital Revolving Loans on the terms and conditions set forth in this Agreement, and Company shall retain any and all rights it may have against any Working Capital Revolving Lender resulting from the failure of such Revolving Lender to make such Working Capital Revolving Loans under this subsection 3.3B.

Reimbursement by Company of Amounts Paid Under Letters of Credit. In the event an Issuing Lender has determined to honor a drawing under a Letter of Credit issued by it, such Issuing Lender shall immediately notify Company and Administrative Agent of the date payment thereunder shall be made (the "Reimbursement Date")Agent, and Company shall reimburse such Issuing Lender on or before the Reimbursement Date Business Day on which the Issuing Lender honors such drawing (the "REIMBURSEMENT DATE") in an amount in Dollars (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 in same day funds equal to the amount of such honored drawing; PROVIDED that, anything contained in this Agreement to the contrary notwithstanding, (i) unless Company shall have notified Administrative Agent and such Issuing Lender prior to 11:00 A.M. (Chicago New York City time) on the Reimbursement Date date such drawing is made that Company intends to reimburse such Issuing Lender for the amount of such honored drawing with funds other than the proceeds of Working Capital Revolving Loans, Company shall be deemed to have given a timely Notice of Borrowing to Administrative Agent requesting Lenders to make Working Capital Revolving Loans that are Base Rate Loans on the Reimbursement Date in an amount in Dollars (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) equal to the amount of such honored drawing and (ii) subject to satisfaction or waiver of the conditions specified in subsection 4.44.2B, Working Capital Lenders shall, on the Reimbursement Date, make Working Capital Revolving Loans that are Base Rate Loans in the amount of such honored drawing, the proceeds of which shall be applied directly by Administrative Agent to reimburse such Issuing Lender for the amount of such honored drawing; and PROVIDED, FURTHER that if for any reason proceeds of Working Capital Revolving Loans are not received by such Issuing Lender on the Reimbursement Date in an amount equal to the amount of such honored drawing, Company shall reimburse such Issuing Lender, on demand, but no earlier than one Business Day following the Reimbursement Date, in an amount in same day funds equal to the excess of the amount of such honored drawing over the aggregate amount of such Working Capital Revolving Loans, if any, which are so received. Nothing in this subsection 3.3B shall be deemed to relieve any Working Capital Lender from its obligation to make Working Capital Revolving Loans on the terms and conditions set forth in this Agreement, and Company shall retain any and all rights it may have against any Working Capital Lender resulting from the failure of such Lender to make such Working Capital Revolving Loans under this subsection 3.3B.

Reimbursement by Company of Amounts Paid Under Letters of Credit. In the event an Issuing Lender has determined to honor a drawing under a Letter of Credit issued by it, such Issuing Lender shall immediately notify Company and Administrative Agent of the date payment thereunder shall be made (the "Reimbursement Date")Agent, and Company shall reimburse such Issuing Lender on or before the Reimbursement Date Business Day immediately following the date on which such drawing is honored (the "REIMBURSEMENT DATE") in an amount in Dollars (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 in same day funds equal to the amount of such honored drawing; PROVIDED provided that, -------- anything contained in this Agreement to the contrary notwithstanding, (i) unless Company shall have notified Administrative Agent and such Issuing Lender prior to 11:00 9:00 A.M. (Chicago Los Angeles time) on the Reimbursement Date date such drawing is honored that Company intends to reimburse such Issuing Lender for the amount of such honored drawing with funds other than the proceeds of Working Capital Loans, Company shall be deemed to have given a timely Notice of Borrowing to Administrative Agent requesting Lenders to make Working Capital Loans that are Base Rate Loans on the Reimbursement Date in an amount in Dollars (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) equal to the amount of such honored drawing and (ii) subject to satisfaction or waiver of the conditions specified in subsection 4.44.2B, Working Capital Lenders shall, on the Reimbursement Date, make Working Capital Loans that are Base Rate Loans in the amount of such honored drawing, the proceeds of which shall be applied directly by Administrative Agent to reimburse such Issuing Lender for the amount of such honored drawing; and PROVIDEDprovided, FURTHER further that if for any reason proceeds of Working Capital Loans are not -------- ------- received by such Issuing Lender on the Reimbursement Date in an amount equal to the amount of such honored drawing, Company shall reimburse such Issuing Lender, on demand, but no earlier than one Business Day following the Reimbursement Date, in an amount in same day funds equal to the excess of the amount of such honored drawing over the aggregate amount of such Working Capital Loans, if any, which are so received. Nothing in this subsection 3.3B shall be deemed to relieve any Working Capital Lender from its obligation to make Working Capital Loans on the terms and conditions set forth in this Agreement, and Company shall retain any and all rights it may have against any Working Capital Lender resulting from the failure of such Lender to make such Working Capital Loans under this subsection 3.3B.

Reimbursement by Company of Amounts Paid Under Letters of Credit. In the event an Issuing Lender has determined to honor a drawing or request for payment under a Letter of Credit issued by it, such Issuing Lender shall immediately notify Company and Administrative Agent of the date payment thereunder shall be made (the "Reimbursement Date")Agent, and Company shall reimburse such Issuing Lender on or before the Business Day immediately following the date on which such drawing is honored or such payment is made (the applicable "Reimbursement Date Date"), in an amount in Dollars and in same day funds equal to the amount of such honored drawing; PROVIDED provided that, anything contained in this Agreement to the contrary notwithstanding, (i) unless Company shall have notified Administrative Agent and such Issuing Lender prior to 11:00 A.M. 12:00 Noon (Chicago New York time) on the Reimbursement Date date of such drawing or request for payment that Company intends to reimburse such Issuing Lender for the amount of such honored drawing or payment with funds other than the proceeds of Working Capital Revolving Loans, Company shall be deemed to have given a timely Notice of Borrowing to Administrative Agent requesting Lenders to make Working Capital Revolving Loans that which are Base Rate Loans Loans, on the applicable Reimbursement Date in an amount in Dollars equal to the amount of such honored drawing or payment and (ii) subject to satisfaction or waiver of the conditions specified in subsection 4.44.2B, Working Capital Lenders shall, on the applicable Reimbursement Date, make Working Capital Revolving Loans that are Base Rate Loans and in the amount of such honored drawingdrawing or payment, the proceeds of which shall be applied directly by Administrative Agent to reimburse such Issuing Lender for the amount of such honored drawingdrawing or payment; and PROVIDED, FURTHER provided further that if for any reason proceeds of Working Capital Revolving Loans are not received by such Issuing Lender on the applicable Reimbursement Date in an amount equal to the amount of such honored drawingdrawing or payment, Company shall reimburse such Issuing Lender, on demand, but no earlier than one Business Day following the Reimbursement Date, in an amount in Dollars and in same day funds equal to the excess of the amount of such honored drawing or payment over the aggregate amount of such Working Capital Revolving Loans, if any, which are so received. Nothing in this subsection 3.3B shall be deemed to relieve any Working Capital Lender from its obligation to make Working Capital Revolving Loans on the terms and conditions set forth in this Agreement, and Company shall retain any and all rights it may have against any Working Capital Lender resulting from the failure of such Lender to make such Working Capital Revolving Loans under this subsection 3.3B.

Reimbursement by Company of Amounts Paid Under Letters of Credit. In the event an Issuing Lender has determined to honor a drawing under a Letter of Credit issued by it, such Issuing Lender shall immediately notify Company and Administrative Agent of the date payment thereunder shall be made (the "Reimbursement Date")Agent, and Company shall reimburse such Issuing Lender on or before the Business Day immediately following the date on which such drawing is honored (the "Reimbursement Date Date") in an amount in Dollars (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 in same day funds equal to the amount of such honored drawing; PROVIDED provided that, anything contained in this Agreement to the contrary notwithstanding, (i) unless Company shall have notified Administrative Agent and such Issuing Lender prior to 11:00 A.M. (Chicago New York City time) on the Reimbursement Date date such drawing is honored that Company intends to reimburse such Issuing Lender for the amount of such honored drawing with funds other than the proceeds of Working Capital Revolving Loans, Company shall be deemed to have given a timely Notice of Borrowing to Administrative Agent requesting Lenders to make Working Capital Revolving Loans that are Base Rate Loans on the Reimbursement Date in an amount in Dollars (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) equal to the amount of such honored drawing and (ii) subject to satisfaction or waiver of the conditions specified in subsection 4.44.2B, Working Capital Lenders shall, on the Reimbursement Date, make Working Capital Revolving Loans that are Base Rate Loans in the amount of such honored drawing, the proceeds of which shall be applied directly by Administrative Agent to reimburse such Issuing Lender for the amount of such honored drawing; and PROVIDEDprovided, FURTHER further that if for any reason proceeds of Working Capital Revolving Loans are not received by such Issuing Lender on the Reimbursement Date in an amount equal to the amount of such honored drawing, Company shall reimburse such Issuing Lender, on demand, but no earlier than one Business Day following the Reimbursement Date, in an amount in same day funds equal to the excess of the amount of such honored drawing over the aggregate amount of such Working Capital Revolving Loans, if any, which are so received. Nothing in this subsection 3.3B shall be deemed to relieve any Working Capital Lender from its obligation to make Working Capital Revolving Loans on the terms and conditions set forth in this Agreement, and Company shall retain any and all rights it may have against any Working Capital Lender resulting from the failure of such Lender to make such Working Capital Revolving Loans under this subsection 3.3B.

Reimbursement by Company of Amounts Paid Under Letters of Credit. In the event an Issuing Lender has determined to honor a drawing under a Letter of Credit issued by it, such Issuing Lender shall immediately notify Company and Administrative Agent of the date payment thereunder shall be made (the "Reimbursement Date")Agent, and Company shall reimburse such Issuing Lender on or before the Business Day immediately following the receipt of such notice (the “Reimbursement Date Date”) in an amount in Dollars (which amount, in the case of a payment under a Letter of Credit which is denominated in a currency other than Dollars, shall be calculated by reference to the applicable Exchange Rate thereof) or, at the option of such Issuing Lender, in the case of a Letter of Credit denominated in a currency other than Dollars, in such other currency and in same day funds equal to the amount of such honored drawingpayment; PROVIDED provided that, anything contained in this Agreement to the contrary notwithstanding, (i) unless Company shall have notified Administrative Agent and such Issuing Lender prior to 11:00 A.M. 10:00 a.m. (Chicago New York City time) on the Reimbursement Date date such drawing is honored that Company intends to reimburse such Issuing Lender for the amount of such honored drawing payment with funds other than the proceeds of Working Capital Revolving Loans, Company shall be deemed to have given a timely Notice of Borrowing to Administrative Agent requesting Revolving Lenders to make Working Capital Revolving Loans that are Base Rate Loans on the Reimbursement Date in an amount in Dollars (which amount, in the case of a payment under a Letter of Credit which is denominated in a currency other than Dollars, shall be calculated by reference to the applicable Exchange Rate thereof) equal to the amount of such honored drawing payment and (ii) subject to satisfaction or waiver of the conditions specified in subsection 4.44.2B, Working Capital Revolving Lenders shall, on the Reimbursement Date, make Working Capital Revolving Loans that are Base Rate Loans in the amount of such honored drawingpayment, the proceeds of which shall be applied directly by Administrative Agent to reimburse such Issuing Lender for the amount of such honored drawingpayment; and PROVIDEDprovided, FURTHER further, that if for any reason proceeds of Working Capital Revolving Loans are not received by such Issuing Lender on the Reimbursement Date in an amount equal to the amount of such honored drawingpayment, Company shall reimburse such Issuing Lender, on demand, but no earlier than one Business Day following the Reimbursement Date, in an amount in same day funds equal to the excess of the amount of such honored drawing payment over the aggregate amount of such Working Capital Revolving Loans, if any, which are so received. Nothing in this subsection 3.3B shall be deemed to relieve any Working Capital Revolving Lender from its obligation to make Working Capital Revolving Loans on the terms and conditions set forth in this Agreement, and Company shall retain any and all rights it may have against any Working Capital Revolving Lender resulting from the failure of such Revolving Lender to make such Working Capital Revolving Loans under this subsection 3.3B.

Reimbursement by Company of Amounts Paid Under Letters of Credit. In the event an Issuing Lender has determined to honor a drawing under a Letter of Credit issued by it, such Issuing Lender shall immediately notify Company and Administrative Agent of the date payment thereunder shall be made (the "Reimbursement Date")Agent, and Company shall reimburse such Issuing Lender on or before the Business Day immediately following the date on which such drawing is honored (the “Reimbursement Date Date”) in an amount in Dollars (which amount, in the case of a payment under a Letter of Credit which is denominated in a currency other than Dollars, shall be calculated by reference to the applicable Exchange Rate) or, at the option of such Issuing Lender, in the case of a Letter of Credit denominated in a currency other than Dollars, in such other currency and in same day funds equal to the amount of such honored drawingpayment; PROVIDED provided that, anything contained in this Agreement to the contrary notwithstanding, (i) unless Company shall have notified Administrative Agent and such Issuing Lender prior to 11:00 A.M. 12:00 noon (Chicago San Francisco time) on the Reimbursement Date date such drawing is honored that Company intends to reimburse such Issuing Lender for the amount of such honored drawing payment with funds other than the proceeds of Working Capital Revolving Loans, Company shall be deemed to have given a timely Notice of Borrowing to Administrative Agent requesting Revolving Lenders to make Working Capital Revolving Loans that are Base Rate Loans on the Reimbursement Date in an amount in Dollars (which amount, in the case of a payment under a Letter of Credit which is denominated in a currency other than Dollars, shall be calculated by reference to the applicable Exchange Rate) equal to the amount of such honored drawing payment and (ii) subject to satisfaction or waiver of the conditions specified in subsection 4.44.2B, Working Capital Revolving Lenders shall, on the Reimbursement Date, make Working Capital Revolving Loans that are Base Rate Loans in the amount of such honored drawingpayment, the proceeds of which shall be applied directly by Administrative Agent to reimburse such Issuing Lender for the amount of such honored drawingpayment; and PROVIDEDprovided, FURTHER further that if for any reason proceeds of Working Capital Revolving Loans are not received by such Issuing Lender on the Reimbursement Date in an amount equal to the amount of such honored drawingpayment, Company shall reimburse such Issuing Lender, on demand, but no earlier than one Business Day following the Reimbursement Date, in an amount in same day funds equal to the excess of the amount of such honored drawing payment over the aggregate amount of such Working Capital Revolving Loans, if any, which are so received. Nothing in this subsection 3.3B shall be deemed to relieve any Working Capital Revolving Lender from its obligation to make Working Capital Revolving Loans on the terms and conditions set forth in this Agreement, and Company shall retain any and all rights it may have against any Working Capital Revolving Lender resulting from the failure of such Revolving Lender to make such Working Capital Revolving Loans under this subsection 3.3B.

Reimbursement by Company of Amounts Paid Under Letters of Credit. In the event an Issuing Lender has determined to honor a drawing under a Letter of Credit issued by it, such Issuing Lender shall immediately notify Company and Administrative Agent of the date payment thereunder shall be made (the "Reimbursement Date")Agent, and Company shall reimburse such Issuing Lender on or before the Reimbursement Date Business Day immediately following the date on which such drawing is honored (the "REIMBURSEMENT DATE") in an amount in Dollars and in same day funds equal to the amount of such honored drawingdrawing (whether or not Company is the account party under such Letter of Credit); PROVIDED provided that, anything contained in this Agreement to the contrary notwithstanding, (i) unless Company shall have notified Administrative Agent and such Issuing Lender prior to 11:00 A.M. 12:00 Noon (Chicago New York City time) on the Reimbursement Date date of such drawing that Company intends to reimburse such Issuing Lender for the amount of such honored drawing with funds other than the proceeds of Working Capital Revolving Loans, Company shall be deemed to have given a timely Notice of Borrowing (it being understood, however, that such deemed Notice of Borrowing shall not be deemed to be a representation of Company that the representations and warranties contained in the Loan Documents are true, correct and complete in all material respects on and as of the date of such deemed Notice of Borrowing) to Administrative Agent requesting Revolving Lenders to make Working Capital Revolving Loans that are Base Rate Loans on the Reimbursement Date in an amount in Dollars equal to the amount of such honored drawing and (ii) subject to satisfaction or waiver of the conditions specified in subsection 4.44.2B, Working Capital Revolving Lenders shall, on the Reimbursement Date, make Working Capital Revolving Loans that are Base Rate Loans in the amount of such honored drawing, the proceeds of which shall be applied directly by Administrative Agent to reimburse such Issuing Lender for the amount of such honored drawing; and PROVIDEDprovided, FURTHER further that if for any reason proceeds of Working Capital Revolving Loans are not received by such Issuing Lender on the Reimbursement Date in an amount equal to the amount of such honored drawing, Company shall reimburse such Issuing Lender, on demand, but no earlier than one Business Day following the Reimbursement Date, in an amount in same day funds equal to the excess of the amount of such honored drawing over the aggregate amount of such Working Capital Revolving Loans, if any, which are so received. Nothing in this subsection 3.3B shall be deemed to relieve any Working Capital Revolving Lender from its obligation to make Working Capital Revolving Loans on the terms and conditions set forth in this Agreement, and Company shall retain any and all rights it may have against any Working Capital Revolving Lender resulting from the failure of such Revolving Lender to make such Working Capital Revolving Loans under this subsection 3.3B.

Reimbursement by Company of Amounts Paid Under Letters of Credit. In the event an Issuing Lender has determined to honor a drawing under a Letter of Credit issued by it, such Issuing Lender shall immediately notify Company and Administrative Agent of the date payment thereunder shall be made (the "Reimbursement Date")Agent, and Company shall reimburse such Issuing Lender on or before the Business Day immediately following the date on which such drawing is honored (the “Reimbursement Date Date”) in an amount in Dollars and in same day funds equal to the amount of such honored drawing; PROVIDED provided that, anything contained in this Agreement to the contrary notwithstanding, (i) unless Company shall have notified Administrative Agent and such Issuing Lender prior to 11:00 A.M. 12:00 Noon (Chicago New York City time) on the Reimbursement Date Business Day following the date such drawing is honored that Company intends to reimburse such Issuing Lender for the amount of such honored drawing with funds other than the proceeds of Working Capital Revolving Loans, Company shall be deemed to have given a timely Notice of Borrowing to Administrative Agent requesting Revolving Lenders to make Working Capital Revolving Loans that are Alternate Base Rate Loans on the Reimbursement Date in an amount in Dollars equal to the amount of such honored drawing and (ii) subject to satisfaction or waiver of the conditions specified in subsection 4.44.3B, Working Capital Revolving Lenders shall, on the Reimbursement Date, make Working Capital Revolving Loans that are Alternate Base Rate Loans in the amount of such honored drawing, the proceeds of which shall be applied directly by Administrative Agent to reimburse such Issuing Lender for the amount of such honored drawing; and PROVIDEDprovided, FURTHER further that if for any reason proceeds of Working Capital Revolving Loans are not received by such Issuing Lender on the Reimbursement Date in an amount equal to the amount of such honored drawing, Company shall reimburse such Issuing Lender, on demand, but no earlier than one Business Day following the Reimbursement Date, in an amount in same day funds equal to the excess of the amount of such honored drawing over the aggregate amount of such Working Capital Revolving Loans, if any, which are so received. Nothing in this subsection 3.3B shall be deemed to relieve any Working Capital Revolving Lender from its obligation to make Working Capital Revolving Loans on the terms and conditions set forth in this Agreement, and Company shall retain any and all rights it may have against any Working Capital Revolving Lender resulting from the failure of such Revolving Lender to make such Working Capital Revolving Loans under this subsection 3.3B.

Reimbursement by Company of Amounts Paid Under Letters of Credit. In the event an the Issuing Lender has determined to honor a drawing under a Letter of Credit issued by it, such the Issuing Lender shall immediately notify Company, and Company and Administrative Agent of shall reimburse the Issuing Lender on or before the Business Day immediately following the date payment thereunder shall be made on which such drawing is honored (the "Reimbursement Date"), and Company shall reimburse such Issuing Lender on the Reimbursement Date ) in an amount in Dollars (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 in same day funds equal to the amount of such honored drawing; PROVIDED provided that, anything contained in this Agreement to the contrary notwithstanding, (i) unless Company shall have notified Administrative Agent and such the Issuing Lender prior to 11:00 10:00 A.M. (Chicago San Francisco time) on the Reimbursement Date date such drawing is honored that Company intends to reimburse such the Issuing Lender for the amount of such honored drawing with funds other than the proceeds of Working Capital Revolving Loans, Company shall be deemed to have given a timely Notice of Borrowing to Administrative Agent requesting Lenders to make Working Capital Revolving Loans that are Base Rate Loans on the Reimbursement Date in an amount in Dollars (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) equal to the amount of such honored drawing and (ii) subject to satisfaction or waiver of the conditions specified in subsection 4.44.2B, Working Capital Lenders shall, on the Reimbursement Date, make Working Capital Revolving Loans that are Base Rate Loans in the amount of such honored drawing, the proceeds of which shall be applied directly by Administrative Agent to reimburse such the Issuing Lender for the amount of such honored drawing; and PROVIDEDprovided, FURTHER further that if for any reason proceeds of Working Capital Revolving Loans are not received by such the Issuing Lender on the Reimbursement Date in an amount equal to the amount of such honored drawing, Company shall reimburse such the Issuing Lender, on demand, but no earlier than one Business Day following the Reimbursement Date, in an amount in same day funds equal to the excess of the amount of such honored drawing over the aggregate amount of such Working Capital Revolving Loans, if any, which are so received. Nothing in this subsection 3.3B shall be deemed to relieve any Working Capital Lender from its obligation to make Working Capital Revolving Loans on the terms and conditions set forth in this Agreement, and Company shall retain any and all rights it may have against any Working Capital Lender resulting from the failure of such Lender to make such Working Capital Revolving Loans under this subsection 3.3B.

Reimbursement by Company of Amounts Paid Under Letters of Credit. In the event an Issuing Lender has determined to honor a drawing under a Letter of Credit issued by it, such Issuing Lender shall immediately notify Company and Administrative Agent of the date payment thereunder shall be made (the "Reimbursement Date")Agent, and Company shall reimburse such Issuing Lender on or before the Reimbursement Date Business Day immediately following the date on which such drawing is honored (the "REIMBURSEMENT DATE") in an amount in Dollars (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 in same day funds equal to the amount of such honored drawing; PROVIDED provided that, anything contained in this Agreement to the contrary -------- notwithstanding, (i) unless Company shall have notified Administrative Agent and such Issuing Lender prior to 11:00 A.M. (Chicago New York City time) on the Reimbursement Date date such drawing is honored that Company intends to reimburse such Issuing Lender for the amount of such honored drawing with funds other than the proceeds of Working Capital Revolving Loans, Company shall be deemed to have given a timely Notice of Borrowing to Administrative Agent requesting Lenders to make Working Capital Revolving Loans that are Base Rate Loans on the Reimbursement Date in an amount in Dollars (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) equal to the amount of such honored drawing and (ii) subject to satisfaction or waiver of the conditions specified in subsection 4.44.2B, Working Capital Lenders shall, on the Reimbursement Date, make Working Capital Revolving Loans that are Base Rate Loans in the amount of such honored drawing, the proceeds of which shall be applied directly by Administrative Agent to reimburse such Issuing Lender for the amount of such honored drawing; and PROVIDEDprovided, FURTHER further that if for any reason proceeds -------- ------- of Working Capital Revolving Loans are not received by such Issuing Lender on the Reimbursement Date in an amount equal to the amount of such honored drawing, Company shall reimburse such Issuing Lender, on demand, but no earlier than one Business Day following the Reimbursement Date, in an amount in same day funds equal to the excess of the amount of such honored drawing over the aggregate amount of such Working Capital Revolving Loans, if any, which are so received. Nothing in this subsection 3.3B shall be deemed to relieve any Working Capital Lender from its obligation to make Working Capital Revolving Loans on the terms and conditions set forth in this Agreement, and Company shall retain any and all rights it may have against any Working Capital Lender resulting from the failure of such Lender to make such Working Capital Revolving Loans under this subsection 3.3B.

Reimbursement by Company of Amounts Paid Under Letters of Credit. In the event an Issuing Lender has determined to honor a drawing under a Letter of Credit issued by it, such Issuing Lender shall immediately notify Company and Administrative Agent of the date payment thereunder shall be made (the "Reimbursement Date")Agent, and Company shall reimburse such Issuing Lender on or before the Business Day immediately following the date on which such drawing is honored (the “Reimbursement Date Date”) in an amount in Dollars (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 in same day funds equal to the amount of such honored drawing; PROVIDED provided that, anything contained in this Agreement to the contrary notwithstanding, (i) unless Company shall have notified Administrative Agent and such Issuing Lender prior to 11:00 A.M. 1:00 P.M. (Chicago New York time) on the Reimbursement Date date such drawing is honored that Company intends to reimburse such Issuing Lender for the amount of such honored drawing with funds other than the proceeds of Working Capital Revolving Loans, Company shall be deemed to have given a timely Notice of Borrowing to Administrative Agent requesting Lenders to make Working Capital Revolving Loans that are Base Rate Loans on the Reimbursement Date in an amount in Dollars (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) equal to the amount of such honored drawing and (ii) subject to satisfaction or waiver of the conditions specified in subsection 4.4, Working Capital Lenders shall, on the Reimbursement Date, make Working Capital Revolving Loans that are Base Rate Loans in the amount of such honored drawing, the proceeds of which shall be applied directly by Administrative Agent to reimburse such Issuing Lender for the amount of such honored drawing; and PROVIDEDprovided, FURTHER further that if for any reason proceeds of Working Capital Revolving Loans are not received by such Issuing Lender on the Reimbursement Date in an amount equal to the amount of such honored drawing, Company shall reimburse such Issuing Lender, on demand, but no earlier than one Business Day following the Reimbursement Date, in an amount in same day funds equal to the excess of the amount of such honored drawing over the aggregate amount of such Working Capital Revolving Loans, if any, which are so received. Nothing in this subsection 3.3B shall be deemed to relieve any Working Capital Lender from its obligation to make Working Capital Revolving Loans on the terms and conditions set forth in this Agreement, and Company shall retain any and all rights it may have against any Working Capital Lender resulting from the failure of such Lender to make such Working Capital Revolving Loans under this subsection 3.3B.

Reimbursement by Company of Amounts Paid Under Letters of Credit. In the event an Issuing Lender has determined to honor a drawing or request for payment under a Letter of Credit issued by it, such Issuing Lender shall immediately notify Company and Administrative Agent of the date payment thereunder shall be made (the "Reimbursement Date")Agent, and Company shall reimburse such Issuing Lender on or before the Business Day immediately following the date on which such drawing is honored or such payment is made (the applicable "Reimbursement Date Date"), in an amount in Dollars and in same day funds equal to the amount of such honored drawing; PROVIDED provided that, anything contained in this Agreement to the -------- contrary notwithstanding, (i) unless Company shall have notified Administrative Agent and such Issuing Lender prior to 11:00 A.M. 12:00 Noon (Chicago New York time) on the Reimbursement Date date of such drawing or request for payment that Company intends to reimburse such Issuing Lender for the amount of such honored drawing or payment with funds other than the proceeds of Working Capital Revolving Loans, Company shall be deemed to have given a timely Notice of Borrowing to Administrative Agent requesting Lenders to make Working Capital Revolving Loans that which are Base Rate Loans Loans, on the applicable Reimbursement Date in an amount in Dollars equal to the amount of such honored drawing or payment and (ii) subject to satisfaction or waiver of the conditions specified in subsection 4.44.2B, Working Capital Lenders shall, on the applicable Reimbursement Date, make Working Capital Revolving Loans that are Base Rate Loans and in the amount of such honored drawingdrawing or payment, the proceeds of which shall be applied directly by Administrative Agent to reimburse such Issuing Lender for the amount of such honored drawingdrawing or payment; and PROVIDED, FURTHER provided further that -------- ------- if for any reason proceeds of Working Capital Revolving Loans are not received by such Issuing Lender on the applicable Reimbursement Date in an amount equal to the amount of such honored drawingdrawing or payment, Company shall reimburse such Issuing Lender, on demand, but no earlier than one Business Day following the Reimbursement Date, in an amount in Dollars and in same day funds equal to the excess of the amount of such honored drawing or payment over the aggregate amount of such Working Capital Revolving Loans, if any, which are so received. Nothing in this subsection 3.3B shall be deemed to relieve any Working Capital Lender from its obligation to make Working Capital Revolving Loans on the terms and conditions set forth in this Agreement, and Company shall retain any and all rights it may have against any Working Capital Lender resulting from the failure of such Lender to make such Working Capital Revolving Loans under this subsection 3.3B.

Reimbursement by Company of Amounts Paid Under Letters of Credit. In the event an Issuing Lender has determined to honor a drawing under a Letter of Credit issued by it, such Issuing Lender shall immediately notify Company and Administrative Agent of the date payment thereunder shall be made (the "Reimbursement Date")Agent, and Company shall reimburse such Issuing Lender on or before the Business Day immediately following the date on which such drawing is honored (the "Reimbursement Date Date") in an amount in Dollars and in same day funds equal to the amount of such honored drawing; PROVIDED provided that, anything contained in this -------- Agreement to the contrary notwithstanding, (i) unless Company shall have notified Administrative Agent and such Issuing Lender prior to 11:00 10:00 A.M. (Chicago New York City time) on the Reimbursement Date date such drawing is that Company intends to reimburse such Issuing Lender for the amount of such honored drawing with funds other than the proceeds of Working Capital Revolving Loans, Company shall be deemed to have given a timely Notice of Borrowing to Administrative Agent requesting Revolving Lenders to make Working Capital Revolving Loans that are Base Rate Loans on the Reimbursement Date in an amount in Dollars equal to the amount of such honored drawing and (ii) subject to satisfaction or waiver of the conditions specified in subsection 4.44.2B, Working Capital Lenders shall, on the Reimbursement Date, make Working Capital Revolving Loans that are Base Rate Loans in the amount of such honored drawing, the proceeds of which shall be applied directly by Administrative Agent to reimburse such Issuing Lender for the amount of such honored drawing; and PROVIDEDprovided, FURTHER further that if for any reason proceeds of Working Capital Revolving -------- ------- Loans are not received by such Issuing Lender on the Reimbursement Date in an amount equal to the amount of such honored drawing, Company shall reimburse such Issuing Lender, on demand, but no earlier than one Business Day following the Reimbursement Date, in an amount in same day funds equal to the excess of the amount of such honored drawing over the aggregate amount of such Working Capital Revolving Loans, if any, which are so received. Nothing in this subsection 3.3B shall be deemed to relieve any Working Capital Revolving Lender from its obligation to make Working Capital Revolving Loans on the terms and conditions set forth in this Agreement, and Company shall retain any and all rights it may have against any Working Capital Revolving Lender resulting from the failure of such Revolving Lender to make such Working Capital Revolving Loans under this subsection 3.3B.

Reimbursement by Company of Amounts Paid Under Letters of Credit. In the event an Issuing Lender has determined to honor a drawing under a Letter of Credit issued by it, such Issuing Lender shall immediately notify Company and Administrative Agent of the date payment thereunder shall be made (the "Reimbursement Date")Agent, and Company shall reimburse such Issuing Lender on or before the Business Day immediately following the date on which such drawing is honored (the "Reimbursement Date Date") in an amount in Dollars (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 in same day funds equal to the amount of such honored drawing; PROVIDED provided that, anything contained in this Agreement to the contrary -------- notwithstanding, (i) unless Company shall have notified Administrative Agent and such Issuing Lender prior to 11:00 A.M. (Chicago New York City time) on the Reimbursement Date date such drawing is honored that Company intends to reimburse such Issuing Lender for the amount of such honored drawing with funds other than the proceeds of Working Capital Revolving Loans, Company shall be deemed to have given a timely Notice of Borrowing to Administrative Agent requesting Lenders to make Working Capital Revolving Loans that are Base Rate Loans on the Reimbursement Date in an amount in Dollars (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) equal to the amount of such honored drawing and (ii) subject to satisfaction or waiver of the conditions specified in subsection 4.44.3B, Working Capital Lenders shall, on the Reimbursement Date, make Working Capital Revolving Loans that are Base Rate Loans in the amount of such honored drawing, the proceeds of which shall be applied directly by Administrative Agent to reimburse such Issuing Lender for the amount of such honored drawing; and PROVIDEDprovided, FURTHER that further that, if for any reason proceeds of Working Capital -------- ------- Revolving Loans are not received by such Issuing Lender on the Reimbursement Date in an amount equal to the amount of such honored drawing, Company shall reimburse such Issuing Lender, on demand, but no earlier than one Business Day following the Reimbursement Date, in an amount in same day funds equal to the excess of the amount of such honored drawing over the aggregate amount of such Working Capital Revolving Loans, if any, which are so received. Nothing in this subsection 3.3B shall be deemed to relieve any Working Capital Lender from its obligation to make Working Capital Revolving Loans on the terms and conditions set forth in this Agreement, and Company shall retain any and all rights it may have against any Working Capital Lender resulting from the failure of such Lender to make such Working Capital Revolving Loans under this subsection 3.3B.

Reimbursement by Company of Amounts Paid Under Letters of Credit. In the event an Issuing Lender has determined to honor a drawing under a Letter of Credit issued by it, such Issuing Lender shall immediately notify Company and Administrative Agent of the date payment thereunder shall be made (the "Reimbursement Date")Agent, and Company shall reimburse such Issuing Lender on or before the Business Day immediately following the date on which such drawing is honored (the “Reimbursement Date Date”) in an amount in Dollars and in same day funds equal to the amount of such honored drawingpayment; PROVIDED provided that, anything contained in this Agreement to the contrary notwithstanding, (i) unless Company shall have notified Administrative Agent and such Issuing Lender prior to 11:00 A.M. 12:00 noon (Chicago Minneapolis time) on the Reimbursement Date date such drawing is honored that Company intends to reimburse such Issuing Lender for the amount of such honored drawing payment with funds other than the proceeds of Working Capital Revolving Loans, Company shall be deemed to have given a timely Notice of Revolving Borrowing to Administrative Agent requesting Lenders to make Working Capital Revolving Loans that are Base Rate Loans on the Reimbursement Date in an amount in Dollars equal to the amount of such honored drawing payment and (ii) subject to satisfaction or waiver of the conditions specified in subsection 4.44.2, Working Capital Lenders shall, on the Reimbursement Date, make Working Capital Revolving Loans that are Base Rate Loans in the amount of such honored drawingpayment, the proceeds of which shall be applied directly by Administrative Agent to reimburse such Issuing Lender for the amount of such honored drawingpayment; and PROVIDEDprovided, FURTHER further that if for any reason proceeds of Working Capital Revolving Loans are not received by such Issuing Lender on the Reimbursement Date in an amount equal to the amount of such honored drawingpayment, Company shall reimburse such Issuing Lender, on demand, but no earlier than one Business Day following the Reimbursement Date, in an amount in same day funds equal to the excess of the amount of such honored drawing payment over the aggregate amount of such Working Capital Revolving Loans, if any, which are so received. Nothing in this subsection 3.3B shall be deemed to relieve any Working Capital Lender from its obligation to make Working Capital Revolving Loans on the terms and conditions set forth in this Agreement, and Company shall retain any and all rights it may have against any Working Capital Lender resulting from the failure of such Lender to make such Working Capital Revolving Loans under this subsection 3.3B.3.

Reimbursement by Company of Amounts Paid Under Letters of Credit. In the event an Issuing Lender has determined to honor a drawing under a Letter of Credit issued by it, such Issuing Lender shall immediately notify Company and Administrative Agent of the date payment thereunder shall be made (the "Reimbursement Date")Agent, and Company shall reimburse such Issuing Lender on or before the Business Day immediately following the date on which such drawing is honored (the "Reimbursement Date Date") in an amount in Dollars (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 in same day funds equal to the amount of such honored drawing; PROVIDED provided that, anything contained in this Agreement to the contrary notwithstanding, (i) unless Company shall have notified Administrative Agent and such Issuing Lender prior to 11:00 10:00 A.M. (Chicago New York City time) on the Reimbursement Date date such drawing is honored that Company intends to reimburse such Issuing Lender for the amount of such honored drawing with funds other than the proceeds of Working Capital Revolving Loans, Company shall be deemed to have given a timely Notice of Borrowing to Administrative Agent requesting Lenders to make Working Capital Revolving Loans that are Base Rate Loans on the Reimbursement Date in an amount in Dollars (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) equal to the amount of such honored drawing and (ii) subject to satisfaction or waiver of the conditions specified in subsection 4.44.3B, Working Capital Revolving Lenders shall, on the Reimbursement Date, make Working Capital Revolving Loans that are Base Rate Loans in the amount of such honored drawing, the proceeds of which shall be applied directly by Administrative Agent to reimburse such Issuing Lender for the amount of such honored drawing; and PROVIDED, FURTHER provided further that if for any reason proceeds of Working Capital Revolving Loans are not received by such Issuing Lender on the Reimbursement Date in an amount equal to the amount of such honored drawing, Company shall reimburse such Issuing Lender, on demand, but no earlier than one Business Day following the Reimbursement Date, in an amount in same day funds equal to the excess of the amount of such honored drawing over the aggregate amount of such Working Capital Revolving Loans, if any, which are so received. Nothing in this subsection 3.3B shall be deemed to relieve any Working Capital Revolving Lender from its obligation to make Working Capital Revolving Loans on the terms and conditions set forth in this Agreement, and Company shall retain any and all rights it may have against any Working Capital Revolving Lender resulting from the failure of such Lender to make such Working Capital Revolving Loans under this subsection 3.3B.3.3B. 72 EXECUTION

Reimbursement by Company of Amounts Paid Under Letters of Credit. In the event an Issuing Lender has determined to honor a drawing under a Letter of Credit issued by it, such Issuing Lender shall immediately notify Company and Administrative Agent of the date payment thereunder shall be made (the "Reimbursement Date")Agent, and Company shall reimburse such Issuing Lender on or before the Business Day immediately following the date on which such drawing is honored (the “Reimbursement Date Date”) in an amount in Dollars (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 in same day funds equal to the amount of such honored drawing; PROVIDED provided that, anything contained in this Agreement to the contrary notwithstanding, (i) unless Company shall have notified Administrative Agent and such Issuing Lender prior to 11:00 A.M. (Chicago New York City time) on the Reimbursement Date date such drawing is honored that Company intends to reimburse such Issuing Lender for the amount of such honored drawing with funds other than the proceeds of Working Capital Revolving Loans, Company shall be deemed to have given a timely Notice of Borrowing to Administrative Agent requesting Lenders to make Working Capital Revolving Loans that are Base Rate Loans on the Reimbursement Date in an amount in Dollars (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) equal to the amount of such honored drawing and (ii) subject to satisfaction or waiver of the conditions specified in subsection 4.44.3B, Working Capital Lenders shall, on the Reimbursement Date, make Working Capital Revolving Loans that are Base Rate Loans in the amount of such honored drawing, the proceeds of which shall be applied directly by Administrative Agent to reimburse such Issuing Lender for the amount of such honored drawing; and PROVIDEDprovided, FURTHER further that if for any reason proceeds of Working Capital Revolving Loans are not received by such Issuing Lender on the Reimbursement Date in an amount equal to the amount of such honored drawing, Company shall reimburse such Issuing Lender, on demand, but no earlier than one Business Day following the Reimbursement Date, in an amount in same day funds equal to the excess of the amount of such honored drawing over the aggregate amount of such Working Capital Revolving Loans, if any, which are so received. Nothing in this subsection 3.3B shall be deemed to relieve any Working Capital Lender from its obligation to make Working Capital Revolving Loans on the terms and conditions set forth in this Agreement, and Company shall retain any and all rights it may have against any Working Capital Lender resulting from the failure of such Lender to make such Working Capital Revolving Loans under this subsection 3.3B.

Reimbursement by Company of Amounts Paid Under Letters of Credit. In the event an Issuing Lender has determined to honor a drawing under a Letter of Credit issued by it, such Issuing Lender shall immediately notify Company and Administrative Agent of the date payment thereunder shall be made (the "Reimbursement Date")Agent, and Company shall reimburse such Issuing Lender on or before the Business Day immediately following the date on which such drawing is honored (the "Reimbursement Date Date") in an amount in Dollars and in same day funds equal to the amount of such honored drawing; PROVIDED provided that, anything contained -------- in this Agreement to the contrary notwithstanding, (i) unless Company shall have notified Administrative Agent and such Issuing Lender prior to 11:00 10:00 A.M. (Chicago New York City time) on the Reimbursement Date date such drawing is honored that Company intends to reimburse such Issuing Lender for the amount of such honored drawing with funds other than the proceeds of Working Capital Revolving Loans, Company shall be deemed to have given a timely Notice of Borrowing to Administrative Agent requesting Lenders to make Working Capital Revolving Loans that are Base Rate Loans on the Reimbursement Date in an amount in Dollars equal to the amount of such honored drawing and (ii) subject to satisfaction or waiver of the conditions specified in subsection 4.44.3B, Working Capital Lenders shall, on the Reimbursement Date, make Working Capital Revolving Loans that are Base Rate Loans in the amount of such honored drawing, the proceeds of which shall be applied directly by Administrative Agent to reimburse such Issuing Lender for the amount of such honored drawing; and PROVIDEDprovided, FURTHER further that if for any reason -------- ------- proceeds of Working Capital Revolving Loans are not received by such Issuing Lender on the Reimbursement Date in an amount equal to the amount of such honored drawing, Company shall reimburse such Issuing Lender, on demand, but no earlier than one Business Day following the Reimbursement Date, in an amount in same day funds equal to the excess of the amount of such honored drawing over the aggregate amount of such Working Capital Revolving Loans, if any, which are so received. Nothing in this subsection 3.3B shall be deemed to relieve any Working Capital Lender from its obligation to make Working Capital Revolving Loans on the terms and conditions set forth in this Agreement, and Company shall retain any and all rights it may have against any Working Capital Lender resulting from the failure of such Lender to make such Working Capital Revolving Loans under this subsection 3.3B.

Reimbursement by Company of Amounts Paid Under Letters of Credit. In the event an Issuing Lender has determined to honor a drawing or request for payment under a Letter of Credit issued by it, such Issuing Lender shall immediately notify Company and Administrative Agent of the date payment thereunder shall be made (the "Reimbursement Date")Agent, and Company shall reimburse such Issuing Lender on or before the Business Day immediately following the date on which such drawing is honored or such payment is made (the applicable "Reimbursement Date Date"), in an amount in Dollars and in same day funds equal to the amount of such honored drawing; PROVIDED provided that, anything contained in this Agreement to the contrary notwithstanding, (i) unless Company shall have notified Administrative Agent and such Issuing Lender prior to 11:00 A.M. (Chicago 12:00 Noon New York time) on the Reimbursement Date date of such drawing or request for payment that Company intends to reimburse such Issuing Lender for the amount of such honored drawing or payment with funds other than the proceeds of Working Capital Revolving Loans, Company shall be deemed to have given a timely Notice of Borrowing to Administrative Agent requesting Lenders to make Working Capital Revolving Loans that which are Base Rate Loans Loans, on the applicable Reimbursement Date in an amount in Dollars equal to the amount of such honored drawing or payment and (ii) subject to satisfaction or waiver of the conditions specified in subsection 4.44.2B, Working Capital Lenders shall, on the applicable Reimbursement Date, make Working Capital Revolving Loans that are Base Rate Loans and in the amount of such honored drawingdrawing or payment, the proceeds of which shall be applied directly by Administrative Agent to reimburse such Issuing Lender for the amount of such honored drawingdrawing or payment; and PROVIDED, FURTHER provided further that if for any reason proceeds of Working Capital Revolving Loans are not received by such Issuing Lender on the applicable Reimbursement Date in an amount equal to the amount of such honored drawingdrawing or payment, Company shall reimburse such Issuing Lender, on demand, but no earlier than one Business Day following the Reimbursement Date, in an amount in Dollars and in same day funds equal to the excess of the amount of such honored drawing or payment over the aggregate amount of such Working Capital Revolving Loans, if any, which are so received. Nothing in this subsection 3.3B shall be deemed to relieve any Working Capital Lender from its obligation to make Working Capital Revolving Loans on the terms and conditions set forth in this Agreement, and Company shall retain any and all rights fights it may have against any Working Capital Lender resulting from the failure of such Lender to make such Working Capital Revolving Loans under this subsection 3.3B.

Reimbursement by Company of Amounts Paid Under Letters of Credit. In the event an Issuing Lender has determined to honor a drawing under a Letter of Credit issued by it, such Issuing Lender shall immediately notify Company and Administrative Agent of the date payment thereunder shall be made (the "Reimbursement Date")Agent, and Company shall reimburse such Issuing Lender on or before the Business Day immediately following the date on which such drawing is honored (the “Reimbursement Date Date”) in an amount in Dollars (which amount, in the case of a payment under a Letter of Credit which is denominated in a currency other than Dollars, shall be calculated by reference to the applicable Exchange Rate) or, at the option of such Issuing Lender, in the case of a Letter of Credit denominated in a currency other than Dollars, in such other currency and in same day funds equal to the amount of such honored drawingpayment; PROVIDED provided that, anything contained in this Agreement to the contrary notwithstanding, (i) unless Company shall have notified Administrative Agent and such Issuing Lender prior to 11:00 A.M. 12:00 noon (Chicago San Francisco time) on the Reimbursement Date date such drawing is honored that Company intends to reimburse such Issuing Lender for the amount of such honored drawing payment with funds other than the proceeds of Working Capital Revolving Loans, Company shall be deemed to have given a timely Notice of Borrowing to Administrative Agent requesting Revolving Lenders to make Working Capital Revolving Loans that are Base Rate Loans on the Reimbursement Date in an amount in Dollars (which amount, in the case of a payment under a Letter of Credit which is denominated in a currency other than Dollars, shall be calculated by reference to the applicable Exchange Rate) equal to the amount of such honored drawing payment and (ii) subject to satisfaction or waiver of the conditions specified in subsection 4.44.2, Working Capital Revolving Lenders shall, on the Reimbursement Date, make Working Capital Revolving Loans that are Base Rate Loans in the amount of such honored drawingpayment, the proceeds of which shall be applied directly by Administrative Agent to reimburse such Issuing Lender for the amount of such honored drawingpayment; and PROVIDEDprovided, FURTHER further that if for any reason proceeds of Working Capital Revolving Loans are not received by such Issuing Lender on the Reimbursement Date in an amount equal to the amount of such honored drawingpayment, Company shall reimburse such Issuing Lender, on demand, but no earlier than one Business Day following the Reimbursement Date, in an amount in same day funds equal to the excess of the amount of such honored drawing payment over the aggregate amount of such Working Capital Revolving Loans, if any, which are so received. Nothing in this subsection 3.3B shall be deemed to relieve any Working Capital Revolving Lender from its obligation to make Working Capital Revolving Loans on the terms and conditions set forth in this Agreement, and Company shall retain any and all rights it may have against any Working Capital Revolving Lender resulting from the failure of such Revolving Lender to make such Working Capital Revolving Loans under this subsection 3.3B.

Reimbursement by Company of Amounts Paid Under Letters of Credit. In the event an the Issuing Lender has determined to honor a drawing under a Letter of Credit issued by it, such the Issuing Lender shall immediately notify Company and Administrative Agent of the date payment thereunder shall be made (the "Reimbursement Date")Agent, and Company shall reimburse such the Issuing Lender on or before the Business Day immediately following the date on which such drawing is honored (the “Reimbursement Date Date”) in an amount in Dollars and in same day funds equal to the amount of such honored drawingpayment; PROVIDED provided that, anything contained in this Agreement to the contrary notwithstanding, (i) unless Company shall have notified Administrative Agent and such the Issuing Lender prior to 11:00 A.M. 12:00 noon (Chicago San Francisco time) on the Reimbursement Date date such drawing is honored that Company intends to reimburse such the Issuing Lender for the amount of such honored drawing payment with funds other than the proceeds of Working Capital Revolving Loans, Company shall be deemed to have given a timely Notice of Revolving Borrowing to Administrative Agent requesting Lenders to make Working Capital Revolving Loans that are Base Rate Loans on the Reimbursement Date in an amount in Dollars equal to the amount of such honored drawing payment and (ii) subject to satisfaction or waiver of the conditions specified in subsection 4.44.2, Working Capital Lenders shall, on the Reimbursement Date, make Working Capital Revolving Loans that are Base Rate Loans in the amount of such honored drawingpayment, the proceeds of which shall be applied directly by Administrative Agent to reimburse such Issuing Lender for the amount of such honored drawingpayment; and PROVIDEDprovided, FURTHER further that if for any reason proceeds of Working Capital Revolving Loans are not received by such the Issuing Lender on the Reimbursement Date in an amount equal to the amount of such honored drawingpayment, Company shall reimburse such the Issuing Lender, on demand, but no earlier than one Business Day following the Reimbursement Date, in an amount in same day funds equal to the excess of the amount of such honored drawing payment over the aggregate amount of such Working Capital Revolving Loans, if any, which are so received. Nothing in this subsection 3.3B shall be deemed to relieve any Working Capital Lender from its obligation to make Working Capital Revolving Loans on the terms and conditions set forth in this Agreement, and Company shall retain any and all rights it may have against any Working Capital Lender resulting from the failure of such Lender to make such Working Capital Revolving Loans under this subsection 3.3B.3.3B. During the continuance of an Event of Default, if Administrative Agent receives any Cash collateral in respect of any outstanding Letter of Credit, such Cash collateral shall be held by Administrative Agent for the ratable benefit of the Lenders.

Reimbursement by Company of Amounts Paid Under Letters of Credit. In the event an Issuing Lender has determined to honor a drawing under a Letter of Credit issued by it, such Issuing Lender shall immediately notify Company and Administrative Agent of the date payment thereunder shall be made (the "Reimbursement Date")Agent, and Company shall reimburse such Issuing Lender on or before the Business Day immediately following the date on which such drawing is honored (the "Reimbursement Date Date") in an amount in Dollars and in same day funds equal to the amount of such honored drawing; PROVIDED provided that, anything contained in this Agreement to the contrary notwithstanding, (i) unless Company shall have notified Administrative Agent and such Issuing Lender prior to 11:00 A.M. 12:00 Noon (Chicago New York City time) on the Reimbursement Date Business Day following the date such drawing is honored that Company intends to reimburse such Issuing Lender for the amount of such honored drawing with funds other than the proceeds of Working Capital Revolving Loans, Company shall be deemed to have given a timely Notice of Borrowing to Administrative Agent requesting Revolving Lenders to make Working Capital Revolving Loans that are Alternate Base Rate Loans on the Reimbursement Date in an amount in Dollars equal to the amount of such honored drawing and (ii) subject to satisfaction or waiver of the conditions specified in subsection 4.44.2B, Working Capital Revolving Lenders shall, on the Reimbursement Date, make Working Capital Revolving Loans that are Base Rate Loans in the amount of such honored drawing, the proceeds of which shall be applied directly by Administrative Agent to reimburse such Issuing Lender for the amount of such honored drawing; and PROVIDEDprovided, FURTHER further that if for any reason proceeds of Working Capital Revolving Loans are not received by such Issuing Lender on the Reimbursement Date in an amount equal to the amount of such honored drawing, Company shall reimburse such Issuing Lender, on demand, but no earlier than one Business Day following the Reimbursement Date, in an amount in same day funds equal to the excess of the amount of such honored drawing over the aggregate amount of such Working Capital Revolving Loans, if any, which are so received. Nothing in this subsection 3.3B shall be deemed to relieve any Working Capital Revolving Lender from its obligation to make Working Capital Revolving Loans on the terms and conditions set forth in this Agreement, and Company shall retain any and all rights it may have against any Working Capital Revolving Lender resulting from the failure of such Revolving Lender to make such Working Capital Revolving Loans under this subsection 3.3B.

Reimbursement by Company of Amounts Paid Under Letters of Credit. In the event an Issuing Lender has determined to honor a drawing under a Letter of Credit issued by it, such Issuing Lender shall immediately notify Company and Administrative Agent of the date payment thereunder shall be made (the "Reimbursement Date")Agent, and Company shall reimburse such Issuing Lender on or before the Reimbursement Date Business Day immediately following the date on which such drawing is honored (the "REIMBURSEMENT DATE") in an amount in Dollars (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 in same day funds equal to the amount of such honored drawing; PROVIDED provided that, anything contained in this Agreement to the contrary notwithstanding, (i) unless Company shall have notified Administrative Agent and such Issuing Lender prior to 11:00 10:00 A.M. (Chicago New York City time) on the Reimbursement Date date such drawing is honored that Company intends to reimburse such Issuing Lender for the amount of such honored drawing with funds other than the proceeds of Working Capital Revolving Loans, Company shall be deemed to have given a timely Notice of Borrowing to Administrative Agent requesting Lenders to make Working Capital Revolving Loans that are Base Rate Loans on the Reimbursement Date in an amount in Dollars (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) equal to the amount of such honored drawing and (ii) subject to satisfaction or waiver of the conditions specified in subsection 4.44.2B, Working Capital Lenders shall, on the Reimbursement Date, make Working Capital Revolving Loans that are Base Rate Loans in the amount of such honored drawing, the proceeds of which shall be applied directly by Administrative Agent to reimburse such Issuing Lender for the amount of such honored drawing; and PROVIDEDprovided, FURTHER further that if for any reason proceeds of Working Capital Revolving Loans are not received by such Issuing Lender on the Reimbursement Date in an amount equal to the amount of such honored drawing, Company shall reimburse such Issuing Lender, on demand, but no earlier than one Business Day following the Reimbursement Date, in an amount in same day funds equal to the excess of the amount of such honored drawing over the aggregate amount of such Working Capital Revolving Loans, if any, which are so received. Nothing in this subsection 3.3B shall be deemed to relieve any Working Capital Lender from its obligation to make Working Capital Revolving Loans on the terms and conditions set forth in this Agreement, and Company shall retain any and all rights it may have against any Working Capital Lender resulting from the failure of such Lender to make such Working Capital Revolving Loans under this subsection 3.3B.

Reimbursement by Company of Amounts Paid Under Letters of Credit. In the event an Issuing Lender has determined to honor a drawing under a Letter of Credit issued by it, such Issuing Lender shall immediately notify Company and Administrative Agent of the date payment thereunder shall be made (the "Reimbursement Date")Agent, and Company shall reimburse such Issuing Lender on or before the Reimbursement Date Business Day immediately following the date on which such drawing is honored (the "REIMBURSEMENT DATE") in an amount in Dollars and in same day funds equal to the amount of such honored drawing; PROVIDED provided that, anything contained -------- in this Agreement to the contrary notwithstanding, (i) unless Company shall have notified Administrative Agent and such Issuing Lender prior to 11:00 10:00 A.M. (Chicago time) on the Reimbursement Date date such drawing is honored that Company intends to reimburse such Issuing Lender for the amount of such honored drawing with funds other than the proceeds of Working Capital Revolving Loans, Company shall be deemed to have given a timely Notice of Borrowing to Administrative Agent requesting Lenders to make Working Capital Revolving Loans that are Base Rate Loans on the Reimbursement Date in an amount in Dollars equal to the amount of such honored drawing and (ii) subject to satisfaction or waiver of the conditions specified in subsection 4.44.2B, Working Capital Lenders shall, on the Reimbursement Date, make Working Capital Revolving Loans that are Base Rate Loans in the amount of such honored drawing, the proceeds of which shall be applied directly by Administrative Agent to reimburse such Issuing Lender for the amount of such honored drawing; and PROVIDEDprovided, FURTHER further that if for any reason proceeds of Working Capital -------- ------- Revolving Loans are not received by such Issuing Lender on the Reimbursement Date in an amount equal to the amount of such honored drawing, Company shall reimburse such Issuing Lender, on demand, but no earlier than one Business Day following the Reimbursement Date, in an amount in same day funds equal to the excess of the amount of such honored drawing over the aggregate amount of such Working Capital Revolving Loans, if any, which are so received. Nothing in this subsection 3.3B shall be deemed to relieve any Working Capital Lender from its obligation to make Working Capital Revolving Loans on the terms and conditions set forth in this Agreement, and Company shall retain any and all rights it may have against any Working Capital Lender resulting from the failure of such Lender to make such Working Capital Revolving Loans under this subsection 3.3B.

Reimbursement by Company of Amounts Paid Under Letters of Credit. In the event an Issuing Lender has determined to honor a drawing under a Letter of Credit issued by it, such Issuing Lender shall immediately notify Company and Administrative Agent of the date payment thereunder shall be made (the "Reimbursement Date")Agent, and Company shall reimburse such Issuing Lender on or before the Business Day immediately following the date on which such drawing is honored (the “Reimbursement Date Date”) in an amount in Dollars and in same day funds equal to the amount of such honored drawing; PROVIDED provided that, anything contained in this Agreement to the contrary notwithstanding, (i) unless Company shall have notified Administrative Agent and such Issuing Lender prior to 11:00 A.M. 12:00 Noon (Chicago New York City time) on the Reimbursement Date date such drawing is honored that Company intends to reimburse such Issuing Lender for the amount of such honored drawing with funds other than the proceeds of Working Capital Revolving Loans, Company shall be deemed to have given a timely Notice of Borrowing to Administrative Agent requesting Revolving Lenders to make Working Capital Revolving Loans that are Base Rate Loans on the Reimbursement Date in an amount in Dollars equal to the amount of such honored drawing and (ii) subject to satisfaction or waiver of the conditions specified in subsection 4.44.4B, Working Capital Revolving Lenders shall, on the Reimbursement Date, make Working Capital Revolving Loans that are Base Rate Loans in the amount of such honored drawing, the proceeds of which shall be applied directly by Administrative Agent to reimburse such Issuing Lender for the amount of such honored drawing; and PROVIDEDprovided, FURTHER further that if for any reason proceeds of Working Capital Revolving Loans are not received by such Issuing Lender on the Reimbursement Date in an amount equal to the amount of such honored drawing, Company shall reimburse such Issuing Lender, on demand, but no earlier than one Business Day following the Reimbursement Date, in an amount in same day funds equal to the excess of the amount of such honored drawing over the aggregate amount of such Working Capital Revolving Loans, if any, which are so received. Nothing in this subsection 3.3B shall be deemed to relieve any Working Capital Revolving Lender from its obligation to make Working Capital Revolving Loans on the terms and conditions set forth in this Agreement, and Company shall retain any and all rights it may have against any Working Capital Revolving Lender resulting from the failure of such Revolving Lender to make such Working Capital Revolving Loans under this subsection 3.3B.

Reimbursement by Company of Amounts Paid Under Letters of Credit. In the event an Issuing Lender has determined to honor a drawing under a Letter of Credit issued by it, such Issuing Lender shall immediately notify Company and Administrative Agent of the date payment thereunder shall be made (the "Reimbursement Date")Agent, and Company shall reimburse such Issuing Lender on or before the Business Day immediately following the date on which such drawing is honored (the “Reimbursement Date Date”) in an amount in Dollars (which amount, in the case of a payment under a Letter of Credit which is denominated in a currency other than Dollars, shall be calculated by reference to the applicable Exchange Rate) or, at the option of such Issuing Lender, in the case of a Letter of Credit denominated in a currency other than Dollars, in such other currency and in same day funds equal to the amount of such honored drawingpayment; PROVIDED provided that, anything contained in this Agreement to the contrary notwithstanding, (i) unless Company shall have notified Administrative Agent and such Issuing Lender prior to 11:00 A.M. 1:00 P.M. (Chicago New York City time) on the Reimbursement Date date such drawing is honored that Company intends to reimburse such Issuing Lender for the amount of such honored drawing payment with funds other than the proceeds of Working Capital Revolving Loans, Company shall be deemed to have given a timely Notice of Borrowing to Administrative Agent requesting Revolving Lenders to make Working Capital Revolving Loans that are Base Rate Loans on the Reimbursement Date in an amount in Dollars (which amount, in the case of a payment under a Letter of Credit which is denominated in a currency other than Dollars, shall be calculated by reference to the applicable Exchange Rate) equal to the amount of such honored drawing payment and (ii) subject to satisfaction or waiver (in accordance with subsection 10.6) of the conditions specified in subsection 4.44.2B, Working Capital Revolving Lenders shall, on the Reimbursement Date, make Working Capital Revolving Loans that are Base Rate Loans in the amount of such honored drawingpayment, the proceeds of which shall be applied directly by Administrative Agent to reimburse such Issuing Lender for the amount of such honored drawingpayment; and PROVIDEDprovided, FURTHER further that if for any reason proceeds of Working Capital Revolving Loans are not received by such Issuing Lender on the Reimbursement Date in an amount equal to the amount of such honored drawingpayment, Company shall reimburse such Issuing Lender, on demand, but no earlier than one Business Day following the Reimbursement Date, in an amount in same day funds equal to the excess of the amount of such honored drawing payment over the aggregate amount of such Working Capital Revolving Loans, if any, which are so received. Nothing in this subsection 3.3B shall be deemed to relieve any Working Capital Revolving Lender from its obligation to make Working Capital Revolving Loans on the terms and conditions set forth in this Agreement, and Company shall retain any and all rights it may have against any Working Capital Revolving Lender resulting from the failure of such Revolving Lender to make such Working Capital Revolving Loans under this subsection 3.3B.

Reimbursement by Company of Amounts Paid Under Letters of Credit. In the event an the Issuing Lender has determined to honor a drawing under a Letter of Credit issued by it, such the Issuing Lender shall immediately notify Company and Administrative Agent of Agent, and Company shall reimburse the Issuing Lender on or before the Business Day immediately following the date payment thereunder shall be made on which such drawing is honored (the "Reimbursement Date"), and Company shall reimburse such Issuing Lender on the Reimbursement Date ) in an amount in Dollars (which amount, in the case of a payment 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 in same day funds equal to the amount of such honored drawingpayment; PROVIDED provided that, anything contained in this Agreement to the contrary notwithstanding, (i) unless Company shall have notified Administrative Agent and such the Issuing Lender prior to 11:00 10:00 A.M. (Chicago California time) on the Reimbursement Date date such drawing is honored that Company intends to reimburse such the Issuing Lender for the amount of such honored drawing payment with funds other than the proceeds of Working Capital Revolving Loans, Company shall be deemed to have given a timely Notice of Borrowing to Administrative Agent requesting Revolving Lenders to make Working Capital Revolving Loans that are Base Rate Loans on the Reimbursement Date in an amount in Dollars (which amount, in the case of a payment under a Letter of Credit which is denominated in a currency other than Dollars, shall be calculated by reference to the applicable Exchange Rate) equal to the amount of such honored drawing payment, and (ii) subject to satisfaction or waiver of the conditions specified in subsection 4.44.2B, Working Capital Revolving Lenders shall, on the Reimbursement Date, make Working Capital Revolving Loans that are Base Rate Loans in the amount of such honored drawingpayment, the proceeds of which shall be applied directly by Administrative Agent to reimburse such the Issuing Lender for the amount of such honored drawingpayment; and PROVIDED, FURTHER provided further that if for any reason proceeds of Working Capital Revolving Loans are not received by such the Issuing Lender on the Reimbursement Date in an amount equal to the amount of such honored drawingpayment, Company shall reimburse such the Issuing Lender, on demand, but no earlier than one Business Day following the Reimbursement Date, in an amount in same day funds equal to the excess of the amount of such honored drawing payment over the aggregate amount of such Working Capital Revolving Loans, if any, which are so received. Nothing in this subsection 3.3B shall be deemed to relieve any Working Capital Revolving Lender from its obligation to make Working Capital Revolving Loans on the terms and conditions set forth in this Agreement, and Company shall retain any and all rights it may have against any Working Capital Revolving Lender resulting from the failure of such Revolving Lender to make such Working Capital Revolving Loans under this subsection 3.3B.

Reimbursement by Company of Amounts Paid Under Letters of Credit. In the event an Issuing Lender has determined to honor a drawing under a Letter of Credit issued by it, such Issuing Lender shall immediately notify Company and Administrative Agent of the date payment thereunder shall be made (the "Reimbursement Date")Agent, and Company shall reimburse such Issuing Lender on or before the Business Day immediately following the date on which such drawing is honored (the “Reimbursement Date Date”) in an amount in Dollars (which amount, in the case of a payment under a Letter of Credit which is denominated in a currency other than Dollars, shall be calculated by reference to the applicable Exchange Rate) or, at the option of such Issuing Lender, in the case of a Letter of Credit denominated in a currency other than Dollars, in such other currency and in same day funds equal to the amount of such honored drawingpayment; PROVIDED provided that, anything contained in this Agreement to the contrary notwithstanding, (i) unless Company shall have notified Administrative Agent and such Issuing Lender prior to 11:00 10:00 A.M. (Chicago New York City time) on the Reimbursement Date date such drawing is honored that Company intends to reimburse such Issuing Lender for the amount of such honored drawing payment with funds other than the proceeds of Working Capital Revolving Loans, Company shall be deemed to have given a timely Notice of Borrowing to Administrative Agent requesting Revolving Lenders to make Working Capital Revolving Loans that are Base Rate Loans on the Reimbursement Date in an amount in Dollars (which amount, in the case of a payment under a Letter of Credit which is denominated in a currency other than Dollars, shall be calculated by reference to the applicable Exchange Rate) equal to the amount of such honored drawing payment and (ii) subject to satisfaction or waiver of the conditions specified in subsection 4.44.2B, Working Capital Revolving Lenders shall, on the Reimbursement Date, make Working Capital Revolving Loans that are Base Rate Loans in the amount of such honored drawingpayment, the proceeds of which shall be applied directly by Administrative Agent to reimburse such Issuing Lender for the amount of such honored drawingpayment; and PROVIDED, FURTHER provided further that if for any reason proceeds of Working Capital Revolving Loans are not received by such Issuing Lender on the Reimbursement Date in an amount equal to the amount of such honored drawingpayment, Company shall reimburse such Issuing Lender, on demand, but no earlier than one Business Day following the Reimbursement Date, in an amount in same day funds equal to the excess of the amount of such honored drawing payment over the aggregate amount of such Working Capital Revolving Loans, if any, which are so received. Nothing in this subsection 3.3B shall be deemed to relieve any Working Capital Revolving Lender from its obligation to make Working Capital Revolving Loans on the terms and conditions set forth in this Agreement, and Company shall retain any and all rights it may have against any Working Capital Revolving Lender resulting from the failure of such Revolving Lender to make such Working Capital Revolving Loans under this subsection 3.3B.

Reimbursement by Company of Amounts Paid Under Letters of Credit. In the event an Issuing Lender has determined to honor a drawing under a Letter of Credit issued by it, such Issuing Lender shall immediately notify Company and Administrative Agent of the date payment thereunder shall be made (the "Reimbursement Date")Agent, and Company shall reimburse such Issuing Lender on or before the Business Day immediately following the date on which such drawing is honored (the "Reimbursement Date Date") in an amount in Dollars and in same day funds equal to the amount of such honored drawing; PROVIDED provided that, anything contained -------- in this Agreement to the contrary notwithstanding, (i) unless Company shall have notified Administrative Agent and such Issuing Lender prior to 11:00 10:00 A.M. (Chicago New York City time) on the Reimbursement Date date such drawing is honored that Company intends to reimburse such Issuing Lender for the amount of such honored drawing with funds other than the proceeds of Working Capital Revolving Loans, Company shall be deemed to have given a timely Notice of Borrowing to Administrative Agent requesting Revolving Lenders to make Working Capital Revolving Loans that are Base Rate Loans on the Reimbursement Date in an amount in Dollars equal to the amount of such honored drawing and (ii) subject to satisfaction or waiver of the conditions specified in subsection 4.44.2B, Working Capital Revolving Lenders shall, on the Reimbursement Date, make Working Capital Revolving Loans that are Base Rate Loans in the amount of such honored drawing, the proceeds of which shall be applied directly by Administrative Agent to reimburse such Issuing Lender for the amount of such honored drawing; and PROVIDED, FURTHER provided further that -------- ------- if for any reason proceeds of Working Capital Revolving Loans are not received by such Issuing Lender on the Reimbursement Date in an amount equal to the amount of such honored drawing, Company shall reimburse such Issuing Lender, on demand, but no earlier than one Business Day following the Reimbursement Date, in an amount in same day funds equal to the excess of the amount of such honored drawing over the aggregate amount of such Working Capital Revolving Loans, if any, which are so received. Nothing in this subsection 3.3B shall be deemed to relieve any Working Capital Revolving Lender from its obligation to make Working Capital Revolving Loans on the terms and conditions set forth in this Agreement, and Company shall retain any and all rights it may have against any Working Capital Revolving Lender resulting from the failure of such Lender to make such Working Capital Revolving Loans under this subsection 3.3B.

Reimbursement by Company of Amounts Paid Under Letters of Credit. In the event an Issuing Lender has determined to honor a drawing under a Letter of Credit issued by it, such Issuing Lender shall immediately notify Company and Administrative Agent of the date payment thereunder shall be made (the "Reimbursement Date")Agent, and Company shall reimburse such Issuing Lender on or before the Reimbursement Date Business Day immediately following the date on which such drawing is honored (the "REIMBURSEMENT DATE") in an amount in Dollars (which amount, in the case of a payment 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 in same day funds equal to the amount of such honored drawingpayment; PROVIDED that, anything contained in this Agreement to the contrary notwithstanding, (i) unless Company shall have notified Administrative Agent and such Issuing Lender prior to 11:00 A.M. 12:00 Noon (Chicago New York City time) on the Reimbursement Date date such drawing is honored that Company intends to reimburse such Issuing Lender for the amount of such honored drawing payment with funds other than the proceeds of Working Capital Revolving Loans, Company shall be deemed to have given a timely Notice of Borrowing to Administrative Agent requesting Revolving Lenders to make Working Capital Revolving Loans that are Base Rate Loans on the Reimbursement Date in an amount in Dollars (which amount, in the case of a payment under a Letter of Credit which is denominated in a currency other than Dollars, shall be calculated by reference to the applicable Exchange Rate) equal to the amount of such honored drawing payment and Administrative Agent shall promptly notify each Revolving Lender of the proposed borrowing and (ii) subject to satisfaction or waiver of the conditions specified in subsection 4.44.2B, Working Capital Revolving Lenders shall, on the Reimbursement Date, make Working Capital Revolving Loans that are Base Rate Loans in the amount of such honored drawingpayment, the proceeds of which shall be applied directly by Administrative Agent to reimburse such Issuing Lender for the amount of such honored drawingpayment; and PROVIDED, FURTHER that if for any reason proceeds of Working Capital Revolving Loans are not received by such Issuing Lender on the Reimbursement Date in an amount equal to the amount of such honored drawingpayment, Company shall reimburse such Issuing Lender, on demand, but no earlier than one Business Day following the Reimbursement Date, in an amount in same day funds equal to the excess of the amount of such honored drawing payment over the aggregate amount of such Working Capital Revolving Loans, if any, which are so received. Nothing in this subsection 3.3B shall be deemed to relieve any Working Capital Revolving Lender from its obligation to make Working Capital Revolving Loans on the terms and conditions set forth in this Agreement, and Company shall retain any and all rights it may have against any Working Capital Revolving Lender resulting from the failure of such Revolving Lender to make such Working Capital Revolving Loans under this subsection 3.3B.

Reimbursement by Company of Amounts Paid Under Letters of Credit. In the event an Issuing Lender has determined to honor a drawing under a Letter of Credit issued by it, such Issuing Lender shall immediately notify Company and Administrative Agent of the date payment thereunder shall be made (the "Reimbursement Date")Agent, and Company shall reimburse such Issuing Lender on or before the Business Day immediately following the date on which such drawing is honored (the "Reimbursement Date Date") in an amount in Dollars (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 in same day funds equal to the amount of such honored drawing; PROVIDED provided that, anything contained in this Agreement to the contrary -------- notwithstanding, (i) unless Company shall have notified Administrative Agent and such Issuing Lender prior to 11:00 A.M. (Chicago New York City time) on the Reimbursement Date date such drawing is honored that Company intends to reimburse such Issuing Lender for the amount of such honored drawing with funds other than the proceeds of Working Capital Revolving Loans, Company shall be deemed to have given a timely Notice of Borrowing to Administrative Agent requesting Lenders to make Working Capital Revolving Loans that are Base Rate Loans on the Reimbursement Date in an amount in Dollars (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) equal to the amount of such honored drawing and (ii) subject to satisfaction or waiver of the conditions specified in subsection 4.44.2B, Working Capital Lenders shall, on the Reimbursement Date, make Working Capital Revolving Loans that are Base Rate Loans in the amount of such honored drawing, the proceeds of which shall be applied directly by Administrative Agent to reimburse such Issuing Lender for the amount of such honored drawing; and PROVIDEDprovided, FURTHER further that if for any reason proceeds -------- ------- of Working Capital Revolving Loans are not received by such Issuing Lender on the Reimbursement Date in an amount equal to the amount of such honored drawing, Company shall reimburse such Issuing Lender, on demand, but no earlier than one Business Day following the Reimbursement Date, in an amount in same day funds equal to the excess of the amount of such honored drawing over the aggregate amount of such Working Capital Revolving Loans, if any, which are so received. Nothing in this subsection 3.3B shall be deemed to relieve any Working Capital Lender from its obligation to make Working Capital Revolving Loans on the terms and conditions set forth in this Agreement, and Company shall retain any and all rights it may have against any Working Capital Lender resulting from the failure of such Lender to make such Working Capital Revolving Loans under this subsection 3.3B.

Reimbursement by Company of Amounts Paid Under Letters of Credit. In the event an Issuing Lender has determined to honor a drawing under a Letter of Credit issued by it, such Issuing Lender shall immediately notify Company and Administrative Agent of the date payment thereunder shall be made (the "Reimbursement Date")Agent, and Company shall reimburse such Issuing Lender on or before the Business Day immediately following the date on which such drawing is honored (the “Reimbursement Date in an amount in Dollars and Date”) in same day funds equal to the amount of such honored drawingpayment; PROVIDED provided that, anything contained in this Agreement to the contrary notwithstanding, (i) unless Company shall have notified Administrative Agent and such Issuing Lender prior to 11:00 A.M. 12:00 Noon (Chicago New York City time) on the Reimbursement Date date such drawing is honored that the Company intends to reimburse such Issuing Lender for the amount of such honored drawing payment with funds other than the proceeds of Working Capital Revolving Loans, Company shall be deemed to have given a timely Notice of Borrowing to Administrative Agent requesting Revolving Lenders to make Working Capital Revolving Loans that are Base Rate Loans on the Reimbursement Date in an amount in Dollars equal to the amount of such honored drawing payment and (ii) subject to satisfaction or waiver of the conditions specified in subsection 4.4Section 3.2(b), Working Capital Revolving Lenders shall, on the Reimbursement Date, make Working Capital Revolving Loans that are Base Rate Loans in the amount of such honored drawingpayment, the proceeds of which shall be applied directly by Administrative Agent to reimburse such Issuing Lender for the amount of such honored drawingpayment; and PROVIDED, FURTHER provided further that if for any reason proceeds of Working Capital Revolving Loans are not received by such Issuing Lender on the Reimbursement Date in an amount equal to the amount of such honored drawingpayment, Company shall reimburse such Issuing Lender, on demand, but no earlier than one Business Day following the Reimbursement Date, in an amount in same day funds equal to the excess of the amount of such honored drawing payment over the aggregate amount of such Working Capital Revolving Loans, if any, which are so received. Nothing in this subsection 3.3B Section 10.3(b) shall be deemed to relieve any Working Capital Revolving Lender from its obligation to make Working Capital Revolving Loans on the terms and conditions set forth in this Agreement, and Company shall retain any and all rights it may have against any Working Capital Revolving Lender resulting from the failure of such Revolving Lender to make such Working Capital Revolving Loans under this subsection 3.3B.Section 10.3(b).

Reimbursement by Company of Amounts Paid Under Letters of Credit. In the event an Issuing Lender has determined to honor a drawing under a Letter of Credit issued by it, such Issuing Lender shall immediately notify Company and Administrative Agent of the date payment thereunder shall be made (the "Reimbursement Date")Agent, and Company shall reimburse such Issuing Lender (whether such Letter of Credit was issued for the account of Company or a Subsidiary Guarantor) on or before the Business Day immediately following the date on which such drawing is honored (the "Reimbursement Date Date") in an amount in Dollars (which amount, in the case of a payment 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 in same day funds equal to the amount of such honored drawingpayment; PROVIDED provided that, anything -------- contained in this Agreement to the contrary notwithstanding, (i) unless Company shall have notified Administrative Agent and such Issuing Lender prior to 11:00 10:00 A.M. (Chicago New York City time) on the Reimbursement Date date such drawing is honored that Company intends to reimburse such Issuing Lender for the amount of such honored drawing payment with funds other than the proceeds of Working Capital Revolving Loans, Company shall be deemed to have given a timely Notice of Borrowing to Administrative Agent requesting Revolving Lenders to make Working Capital Revolving Loans that are Base Rate Loans on the Reimbursement Date in an amount in Dollars (which amount, in the case of a payment under a Letter of Credit which is denominated in a currency other than Dollars, shall be calculated by reference to the applicable Exchange Rate) equal to the amount of such honored drawing payment and (ii) subject to satisfaction or waiver of the conditions specified in subsection 4.44.2B, Working Capital Revolving Lenders shall, on the Reimbursement Date, make Working Capital Revolving Loans that are Base Rate Loans in the amount of such honored drawingpayment, the proceeds of which shall be applied directly by Administrative Agent to reimburse such Issuing Lender for the amount of such honored drawingpayment; and PROVIDEDprovided, FURTHER further that if for any reason proceeds of Working Capital -------- ------- Revolving Loans are not received by such Issuing Lender on the Reimbursement Date in an amount equal to the amount of such honored drawingpayment, Company shall reimburse such Issuing Lender, on demand, but no earlier than one Business Day following the Reimbursement Date, in an amount in same day funds equal to the excess of the amount of such honored drawing payment over the aggregate amount of such Working Capital Revolving Loans, if any, which are so received. Nothing in this subsection 3.3B shall be deemed to relieve any Working Capital Revolving Lender from its obligation to make Working Capital Revolving Loans on the terms and conditions set forth in this Agreement, and Company shall retain any and all rights it may have against any Working Capital Revolving Lender resulting from the failure of such Revolving Lender to make such Working Capital Revolving Loans under this subsection 3.3B.

Reimbursement by Company of Amounts Paid Under Letters of Credit. In the event an Issuing Lender has determined to honor a drawing under a Letter of Credit issued by it, such Issuing Lender shall immediately notify Company and Administrative Agent of the date payment thereunder shall be made (the "Reimbursement Date")Agent, and Company shall reimburse such Issuing Lender on or before the Reimbursement Date Business Day immediately following the date on which such drawing is honored (the "REIMBURSEMENT DATE") in an amount in Dollars and in same day funds equal to the amount of such honored drawing; PROVIDED provided that, anything contained in this Agreement to the contrary notwithstanding, (i) unless Company shall have notified Administrative Agent and such Issuing Lender prior to 11:00 10:00 A.M. (Chicago New York City time) on the Reimbursement Date date such drawing is honored that Company intends to reimburse such Issuing Lender for the amount of such honored drawing with funds other than the proceeds of Working Capital Revolving Loans, Company shall be deemed to have given a timely Notice of Borrowing to Administrative Agent requesting Lenders to make Working Capital Revolving Loans that are Base Rate Loans on the Reimbursement Date in an amount in Dollars equal to the amount of such honored drawing and (ii) subject to satisfaction or waiver of the conditions specified in subsection 4.44.3B, Working Capital Revolving Lenders shall, on the Reimbursement Date, make Working Capital Revolving Loans that are Base Rate Loans in the amount of such honored drawing, the proceeds of which shall be applied directly by Administrative Agent to reimburse such Issuing Lender for the amount of such honored drawing; and PROVIDEDprovided, FURTHER further that if for any reason proceeds of Working Capital Revolving Loans are not received by such Issuing Lender on the Reimbursement Date in an amount equal to the amount of such honored drawing, Company shall reimburse such Issuing Lender, on demand, but no earlier than one Business Day following the Reimbursement Date, in an amount in same day funds equal to the excess of the amount of such honored drawing over the aggregate amount of such Working Capital Revolving Loans, if any, which are so received. Nothing in this subsection 3.3B shall be deemed to relieve any Working Capital Revolving Lender from its obligation to make Working Capital Revolving Loans on the terms and conditions set forth in this Agreement, and Company shall retain any and all rights it may have against any Working Capital Revolving Lender resulting from the failure of such Lender to make such Working Capital Revolving Loans under this subsection 3.3B.

Reimbursement by Company of Amounts Paid Under Letters of Credit. In the event an Issuing Lender has determined to honor a drawing under a Letter of Credit issued by it, such Issuing Lender shall immediately notify Company and Administrative Agent of the date payment thereunder shall be made (the "Reimbursement Date")Agent, and Company shall reimburse such Issuing Lender on or before the Reimbursement Date Business Day immediately following the date on which such drawing is honored (the "REIMBURSEMENT DATE") in an amount in Dollars and in same day funds equal to the amount of such honored drawing; PROVIDED that, anything contained in this Agreement to the contrary notwithstanding, (i) unless Company shall have notified Administrative Agent and such Issuing Lender prior to 11:00 10:00 A.M. (Chicago New York City time) on the Reimbursement Date date such drawing is honored that Company intends to reimburse such Issuing Lender for the amount of such honored drawing with funds other than the proceeds of Working Capital Revolving Loans, Company shall be deemed to have given a timely Notice of Borrowing to Administrative Agent requesting Revolving Lenders to make Working Capital Revolving Loans that are Base Rate Loans on the Reimbursement Date in an amount in Dollars equal to the amount of such honored drawing and (ii) subject to satisfaction or waiver of the conditions specified in subsection 4.44.2B, Working Capital Revolving Lenders shall, on the Reimbursement Date, make Working Capital Revolving Loans that are Base Rate Loans in the amount of such honored drawing, the proceeds of which shall be applied directly by Administrative Agent to reimburse such Issuing Lender for the amount of such honored drawing; and PROVIDED, FURTHER that if for any reason proceeds of Working Capital Revolving Loans are not received by such Issuing Lender on the Reimbursement Date in an amount equal to the amount of such honored drawing, Company shall reimburse such Issuing Lender, on demand, but no earlier than one Business Day following the Reimbursement Date, in an amount in same day funds equal to the excess of the amount of such honored drawing over the aggregate amount of such Working Capital Revolving Loans, if any, which are so received. Nothing in this subsection 3.3B shall be deemed to relieve any Working Capital Revolving Lender from its obligation to make Working Capital Revolving Loans on the terms and conditions set forth in this Agreement, and Company shall retain any and all rights it may have against any Working Capital Revolving Lender resulting from the failure of such Revolving Lender to make such Working Capital Revolving Loans under this subsection 3.3B.

Reimbursement by Company of Amounts Paid Under Letters of Credit. In the event an Issuing Lender has determined to honor a drawing under a Letter of Credit issued by it, such Issuing Lender shall immediately notify Company and Administrative Agent of the date payment thereunder shall be made (the "Reimbursement Date")Agent, and Company shall reimburse such Issuing Lender on the Business Day immediately following the date on which such drawing is honored (the "Reimbursement Date Date") in an amount in Dollars and in same day funds equal to the amount of such honored drawing; PROVIDED provided that, anything contained in this Agreement to the contrary notwithstanding, (i) unless Company shall have notified Administrative Agent and such Issuing Lender prior to 11:00 A.M. (Chicago Dallas, Texas time) on the Reimbursement Date date such drawing is honored that Company intends to reimburse such Issuing Lender for the amount of such honored drawing with funds other than the proceeds of Working Capital Loans, Company shall be deemed to have given a timely Notice of Borrowing to Administrative Agent requesting Lenders to make Working Capital Loans that are Base Rate Loans on the Reimbursement Date in an amount in Dollars equal to the amount of such honored drawing and (ii) subject to satisfaction or waiver of the conditions specified in subsection 4.44.2B, Working Capital Lenders shall, on the Reimbursement Date, make Working Capital Loans that are Base Rate Loans in the amount of such honored drawing, the proceeds of which shall be applied directly by Administrative Agent to reimburse such Issuing Lender for the amount of such honored drawing; and PROVIDEDprovided, FURTHER further that if for any reason proceeds of Working Capital Loans are not received by such Issuing Lender on the Reimbursement Date in an amount equal to the amount of such honored drawing, Company shall reimburse such Issuing Lender, on demand, but no earlier than one Business Day following the Reimbursement Date, in an amount in same day funds equal to the excess of the amount of such honored drawing over the aggregate amount of such Working Capital Loans, if any, which are so received. Nothing in this subsection 3.3B shall be deemed to relieve any Working Capital Lender from its obligation to make Working Capital Loans on the terms and conditions set forth in this Agreement, and Company shall retain any and all rights it may have against any Working Capital Lender resulting from the failure of such Lender to make such Working Capital Loans under this subsection 3.3B.

Reimbursement by Company of Amounts Paid Under Letters of Credit. In the event an Issuing Lender has determined to honor a drawing under a Letter of Credit issued by it, such Issuing Lender shall immediately notify Company and Administrative Agent of the date payment thereunder shall be made (the "Reimbursement Date")Agent, and Company shall reimburse such Issuing Lender on or before the Business Day immediately following the date on which such drawing is honored (the "Reimbursement Date Date") in an amount in Dollars and in same day funds equal to the amount of such honored drawing; PROVIDED provided that, anything contained in this Agreement to the contrary notwithstanding, (i) unless Company shall have notified Administrative Agent and such Issuing Lender prior to 11:00 10:00 A.M. (Chicago New York City time) on the Reimbursement Date date such drawing is honored that Company intends to reimburse such Issuing Lender for the amount of such honored drawing with funds other than the proceeds of Working Capital Revolving Loans, Company shall be deemed to have given a timely Notice of Borrowing to Administrative Agent requesting Revolving Lenders to make Working Capital Revolving Loans that are Alternate Base Rate Loans on the Reimbursement Date in an amount in Dollars equal to the amount of such honored drawing and (ii) subject to satisfaction or waiver of the conditions specified in subsection 4.44.2B, Working Capital Revolving Lenders shall, on the Reimbursement Date, make Working Capital Revolving Loans that are Base Rate Loans in the amount of such honored drawing, the proceeds of which shall be applied directly by Administrative Agent to reimburse such Issuing Lender for the amount of such honored drawing; and PROVIDEDprovided, FURTHER further that if for any reason proceeds of Working Capital Revolving Loans are not received by such Issuing Lender on the Reimbursement Date in an amount equal to the amount of such honored drawing, Company shall reimburse such Issuing Lender, on demand, but no earlier than one Business Day following the Reimbursement Date, in an amount in same day funds equal to the excess of the amount of such honored drawing over the aggregate amount of such Working Capital Revolving Loans, if any, which are so received. Nothing in this subsection 3.3B shall be deemed to relieve any Working Capital Revolving Lender from its obligation to make Working Capital Revolving Loans on the terms and conditions set forth in this Agreement, and Company shall retain any and all rights it may have against any Working Capital Revolving Lender resulting from the failure of such Revolving Lender to make such Working Capital Revolving Loans under this subsection 3.3B.

Reimbursement by Company of Amounts Paid Under Letters of Credit. In the event an Issuing Lender has determined to honor a drawing under a Letter of Credit issued by it, such Issuing Lender shall immediately notify Company and Administrative Agent of the date payment thereunder shall be made (the "Reimbursement Date")Agent, and Company shall reimburse such Issuing Lender on or before the Business Day immediately following the date on which such drawing is honored (the "Reimbursement Date Date") in an amount in Dollars (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 in same day funds equal to the amount of such honored drawing; PROVIDED provided that, anything contained in this Agreement to the contrary notwithstanding, (i) unless Company shall have notified Administrative Agent and such Issuing Lender prior to 11:00 A.M. (Chicago New York City time) on the Reimbursement Date date such drawing is honored that Company intends to reimburse such Issuing Lender for the amount of such honored drawing with funds other than the proceeds of Working Capital Revolving Loans, Company shall be deemed to have given a timely Notice of Borrowing to Administrative Agent requesting Lenders to make Working Capital Revolving Loans that are Base Rate Loans on the Reimbursement Date in an amount in Dollars (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) equal to the amount of such honored drawing and (ii) subject to satisfaction or waiver of the conditions specified in subsection 4.44.3B, Working Capital Lenders shall, on the Reimbursement Date, make Working Capital Revolving Loans that are Base Rate Loans in the amount of such honored drawing, the proceeds of which shall be applied directly by Administrative Agent to reimburse such Issuing Lender for the amount of such honored drawing; and PROVIDEDprovided, FURTHER that further that, if for any reason proceeds of Working Capital Revolving Loans are not received by such Issuing Lender on the Reimbursement Date in an amount equal to the amount of such honored drawing, Company shall reimburse such Issuing Lender, on demand, but no earlier than one Business Day following the Reimbursement Date, in an amount in same day funds equal to the excess of the amount of such honored drawing over the aggregate amount of such Working Capital Revolving Loans, if any, which are so received. Nothing in this subsection 3.3B shall be deemed to relieve any Working Capital Lender from its obligation to make Working Capital Revolving Loans on the terms and conditions set forth in this Agreement, and Company shall retain any and all rights it may have against any Working Capital Lender resulting from the failure of such Lender to make such Working Capital Revolving Loans under this subsection 3.3B.

Reimbursement by Company of Amounts Paid Under Letters of Credit. In the event an Issuing Lender has determined to honor a drawing or request for payment under a Letter of Credit issued by it, such Issuing Lender shall immediately notify Company and Chase Co-Administrative Agent of the date payment thereunder shall be made (the "Reimbursement Date")Agent, and Company shall reimburse such Issuing Lender on or before the Reimbursement Date Business Day immediately following the date on which such drawing is honored or such payment is made (the applicable "REIMBURSEMENT DATE"), in an amount in Dollars and in same day funds equal to the amount of such honored drawing; PROVIDED provided that, anything contained in this Agreement to the contrary notwithstanding, (i) unless Company shall have notified Chase Co-Administrative Agent and such Issuing Lender prior to 11:00 A.M. 12:00 Noon (Chicago New York time) on the Reimbursement Date date of such drawing or request for payment that Company intends to reimburse such Issuing Lender for the amount of such honored drawing or payment with funds other than the proceeds of Working Capital Revolving Loans, Company shall be deemed to have given a timely Notice of Borrowing to Chase Co-Administrative Agent requesting Lenders to make Working Capital Revolving Loans that which are Base Rate Loans Loans, on the Reimbursement applicable Reimburse- ment Date in an amount in Dollars equal to the amount of such honored drawing or payment and (ii) subject to satisfaction or waiver of the conditions specified in subsection 4.44.4B, Working Capital Lenders shall, on the applicable Reimbursement Date, make Working Capital Revolving Loans that are Base Rate Loans and in the amount of such honored drawingdrawing or payment, the proceeds of which shall be applied directly by Chase Co-Administrative Agent to reimburse such Issuing Lender for the amount of such honored drawingdrawing or payment; and PROVIDED, FURTHER provided further that if for any reason proceeds of Working Capital Revolving Loans are not received by such Issuing Lender on the applicable Reimbursement Date in an amount equal to the amount of such honored drawingdrawing or payment, Company shall reimburse such Issuing Lender, on demand, but no earlier than one Business Day following the Reimbursement Date, in an amount in Dollars and in same day funds equal to the excess of the amount of such honored drawing or payment over the aggregate amount of such Working Capital Revolving Loans, if any, which are so received. Nothing in this subsection 3.3B shall be deemed to relieve any Working Capital Lender from its obligation to make Working Capital Revolving Loans on the terms and conditions set forth in this Agreement, and Company shall retain any and all rights it may have against any Working Capital Lender resulting from the failure of such Lender to make such Working Capital Revolving Loans under this subsection 3.3B.

Reimbursement by Company of Amounts Paid Under Letters of Credit. In the event an Issuing Lender has determined to honor a drawing under a Letter of Credit issued by it, such Issuing Lender shall immediately notify Company and Administrative Agent of the date payment thereunder shall be made (the "Reimbursement Date")Agent, and Company shall reimburse such Issuing Lender on or before the Reimbursement Date Business Day immediately following the date on which such drawing is honored (the "REIMBURSEMENT DATE") in an amount in Dollars and in same day funds equal to the amount of such honored drawingdrawing (whether or not Company is the account party under such Letter of Credit); PROVIDED provided that, anything contained in this Agreement to the contrary notwithstanding, (i) unless Company shall have notified Administrative Agent and such Issuing Lender prior to 11:00 A.M. 12:00 Noon (Chicago New York City time) on the Reimbursement Date date of such drawing that Company intends to reimburse such Issuing Lender for the amount of such honored drawing with funds other than the proceeds of Working Capital Revolving Loans, Company shall be deemed to have given a timely Notice of Borrowing (it being understood, however, that such deemed Notice of Borrowing shall not be deemed to Administrative be a representation of Company that the representations and warranties contained in the Loan Documents are true, correct and complete in all material respects on and as of the date of such deemed Notice of Borrowing) to Agent requesting Revolving Lenders to make Working Capital Revolving Loans that are Base Rate Loans on the Reimbursement Date in an amount in Dollars equal to the amount of such honored drawing and (ii) subject to satisfaction or waiver of the conditions specified in subsection 4.44.2B, Working Capital Revolving Lenders shall, on the Reimbursement Date, make Working Capital Revolving Loans that are Base Rate Loans in the amount of such honored drawing, the proceeds of which shall be applied directly by Administrative Agent to reimburse such Issuing Lender for the amount of such honored drawing; and PROVIDED, FURTHER that if for any reason proceeds of Working Capital Loans are not received by such Issuing Lender on the Reimbursement Date in an amount equal to the amount of such honored drawing, Company shall reimburse such Issuing Lender, on demand, but no earlier than one Business Day following the Reimbursement Date, in an amount in same day funds equal to the excess of the amount of such honored drawing over the aggregate amount of such Working Capital Loans, if any, which are so received. Nothing in this subsection 3.3B shall be deemed to relieve any Working Capital Lender from its obligation to make Working Capital Loans on the terms and conditions set forth in this Agreement, and Company shall retain any and all rights it may have against any Working Capital Lender resulting from the failure of such Lender to make such Working Capital Loans under this subsection 3.3B.are

Reimbursement by Company of Amounts Paid Under Letters of Credit. In the event an Issuing Lender has determined to honor a drawing under a Letter of Credit issued by it, such Issuing Lender shall immediately notify in writing Company and Administrative Agent of the date payment thereunder shall be made (the "Reimbursement Date")Agent, and Company shall reimburse such Issuing Lender on or before the Reimbursement Date Business Day immediately following the date on which such drawing is honored (the "REIMBURSEMENT DATE") in an amount in Dollars the applicable Approved Currency and in same day funds equal to the amount of such honored drawingpayment; PROVIDED provided that, anything contained in this Agreement to the contrary notwithstanding, (i) unless Company shall have notified Administrative Agent and such Issuing Lender prior to 11:00 A.M. 2:00 p.m. (Chicago Toronto time) on the Reimbursement Date date such drawing is honored that Company intends to reimburse such Issuing Lender for the amount of such honored drawing payment with funds other than the proceeds of Working Capital Revolving Loans, : (1) Company shall be deemed to have given a timely Funding Notice of Borrowing to Administrative Agent requesting Revolving Lenders to make Working Capital Revolving Loans that are Prime Rate Loans, if such Letter of Credit is denominated in Canadian Dollars, and Base Rate Loans Loans, if such Letter of Credit is denominated in U.S. Dollars, on the Reimbursement Date in an amount in Dollars equal to the amount of such honored drawing and payment, and (ii2) subject to satisfaction or waiver of the conditions specified in subsection 4.4Section 3.2(a), Working Capital Revolving Lenders shall, on the Reimbursement Date, make Working Capital Revolving Loans that are Prime Rate Loans, if such Letter of Credit is denominated in Canadian Dollars, and Base Rate Loans Loans, if such Letter of Credit is denominated in U.S. Dollars, in the amount of such honored drawingpayment, the proceeds of which shall be applied directly by Administrative Agent to reimburse such Issuing Lender for the amount of such honored drawingpayment; and PROVIDEDprovided, FURTHER further, that if for any reason proceeds of Working Capital Revolving Loans are not received by such Issuing Lender on the Reimbursement Date in an amount equal to the amount of such honored drawingpayment, Company shall reimburse such Issuing Lender, on demand, but no earlier than one Business Day following the Reimbursement Date, in an amount in same day funds equal to the excess of the amount of such honored drawing payment by Issuing Lender over the aggregate amount of such Working Capital Revolving Loans, if any, which are so received. Nothing in this subsection 3.3B Section 2.5(h) shall be deemed to relieve any Working Capital Revolving Lender from its obligation to make Working Capital Revolving Loans on the terms and conditions set forth in this Agreement, and Company shall retain any and all rights it may have against any Working Capital Revolving Lender resulting from the failure of such Revolving Lender to make such Working Capital Revolving Loans under this subsection 3.3B.Section 2.5(h).

Reimbursement by Company of Amounts Paid Under Letters of Credit. In the event an Issuing Lender has determined to honor a drawing under a Letter of Credit issued by it, such Issuing Lender shall immediately notify Company and Administrative Agent of the date payment thereunder shall be made (the "Reimbursement Date")Agent, and Company shall reimburse such Issuing Lender on or before the Business Day immediately following the date on which such drawing is honored (the "Reimbursement Date Date") in an amount in Dollars (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 in same day funds equal to the amount of such honored drawing; PROVIDED provided that, anything contained in this Agreement to the contrary notwithstanding, (i) unless Company shall have notified Administrative Agent and such Issuing Lender prior to 11:00 10:00 A.M. (Chicago Toronto time) on the Reimbursement Date date such drawing is honored that Company intends to reimburse such Issuing Lender for the amount of such honored drawing with funds other than the proceeds of Working Capital Revolving Loans, Company shall be deemed to have given a timely Notice of Borrowing to Administrative Agent requesting Lenders to make Working Capital Revolving Loans that are Base Rate Loans on the Reimbursement Date in an amount in Dollars (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) equal to the amount of such honored drawing and (ii) subject to satisfaction or waiver of the conditions specified in subsection 4.44.2B, Working Capital Lenders shall, on the Reimbursement Date, make Working Capital Revolving Loans that are Base Rate Loans in the amount of such honored drawing, the proceeds of which shall be applied directly by Administrative Agent to reimburse such Issuing Lender for the amount of such honored drawing; and PROVIDEDprovided, FURTHER further that if for any reason proceeds of Working Capital Revolving Loans are not received by such Issuing Lender on the Reimbursement Date in an amount equal to the amount of such honored drawing, Company shall reimburse such Issuing Lender, on demand, but no earlier than one Business Day following the Reimbursement Date, in an amount in same day funds equal to the excess of the amount of such honored drawing over the aggregate amount of such Working Capital Revolving Loans, if any, which are so received. Nothing in this subsection 3.3B shall be deemed to relieve any Working Capital Lender from its obligation to make Working Capital Revolving Loans on the terms and conditions set forth in this Agreement, and Company shall retain any and all rights it may have against any Working Capital Lender resulting from the failure of such Lender to make such Working Capital Revolving Loans under this subsection 3.3B.

Reimbursement by Company of Amounts Paid Under Letters of Credit. In the event an Issuing Lender has determined to honor a drawing under a Letter of Credit issued by it, such Issuing Lender shall immediately notify Company and Administrative Agent of the date payment thereunder shall be made (the "Reimbursement Date")Agent, and Company shall reimburse such Issuing Lender on or before the Business Day immediately following the date on which such drawing is honored (the "Reimbursement Date Date") in an amount in Dollars and in same day funds equal to the amount of such honored drawing; PROVIDED provided that, anything contained in this Agreement to the contrary notwithstanding, (i) unless Company shall have notified Administrative Agent and such Issuing Lender prior to 11:00 A.M. (Chicago Charlotte, NC time) on the Reimbursement Date date such drawing is honored that Company intends to reimburse such Issuing Lender for the amount of such honored drawing with funds other than the proceeds of Working Capital Revolving Loans, Company shall be deemed to have given a timely Notice of Borrowing to Administrative Agent requesting Lenders to make Working Capital Revolving Loans that are Base Rate Loans on the Reimbursement Date in an amount in Dollars equal to the amount of such honored drawing and (ii) subject to satisfaction or waiver of the conditions specified in subsection 4.44.2B, Working Capital Lenders shall, on the Reimbursement Date, make Working Capital Revolving Loans that are Base Rate Loans in the amount of such honored drawing, the proceeds of which shall be applied directly by Administrative Agent to reimburse such Issuing Lender for the amount of such honored drawing; and PROVIDEDprovided, FURTHER further that if for any reason proceeds of Working Capital Revolving Loans are not received by such Issuing Lender on the Reimbursement Date in an amount equal to the amount of such honored drawing, Company shall reimburse such Issuing Lender, on demand, but no earlier than one Business Day following the Reimbursement Date, in an amount in same day funds equal to the excess of the amount of such honored drawing over the aggregate amount of such Working Capital Revolving Loans, if any, which are so received. Nothing in this subsection 3.3B shall be deemed to relieve any Working Capital Lender from its obligation to make Working Capital Revolving Loans on the terms and conditions set forth in this Agreement, and Company shall retain any and all rights it may have against any Working Capital Lender resulting from the failure of such Lender to make such Working Capital Revolving Loans under this subsection 3.3B.

Reimbursement by Company of Amounts Paid Under Letters of Credit. In the event an Issuing Lender has determined to honor a drawing under a Letter of Credit issued by it, such Issuing Lender shall immediately notify Company and Administrative Agent of the date payment thereunder shall be made (the "Reimbursement Date")Agent, and Company shall reimburse such Issuing Lender on or before the Business Day immediately following the date on which such drawing is honored (the "Reimbursement Date Date") in an amount in Cdn. Dollars and in same day funds equal to the amount of such honored drawing; PROVIDED payment, provided that, anything contained in this Agreement to the contrary notwithstanding, (i) unless Company shall have notified Administrative Agent and such Issuing Lender prior to 11:00 A.M. a.m. (Chicago Toronto time) on the Reimbursement Date date such drawing is honored that Company intends to reimburse such Issuing Lender for the amount of such honored drawing payment with funds other than the proceeds of Working Capital Revolving Loans, : (i) Company shall be deemed to have given a timely Notice of Borrowing to Administrative Agent requesting Revolving Lenders to make Working Capital Revolving Loans that are Base Prime Rate Loans on the Reimbursement Date in an amount in Dollars equal to the amount of such honored drawing and payment, and (ii) subject to satisfaction or waiver of the conditions specified in subsection 4.46.2 (other than 6.2A), Working Capital Revolving Lenders shall, on the Reimbursement Date, make Working Capital Revolving Loans that are Base Prime Rate Loans in the amount of such honored drawingpayment, the proceeds of which shall be applied directly by Administrative Agent to reimburse such Issuing Lender for the amount of such honored drawingpayment; and PROVIDEDprovided, FURTHER further that if for any reason proceeds of Working Capital Revolving Loans are not received by such Issuing Lender on the Reimbursement Date in an amount equal to the amount of such honored drawingpayment, Company shall reimburse such Issuing Lender, on demand, but no earlier than one Business Day following the Reimbursement Date, in an amount in same day funds equal to the excess of the amount of such honored drawing payment by Issuing Lender over the aggregate amount of such Working Capital Revolving Loans, if any, which are so received. Nothing in this subsection 3.3B 4.3B shall be deemed to relieve any Working Capital Revolving Lender from its obligation to make Working Capital Revolving Loans on the terms and conditions set forth in this Agreement, and Company shall retain any and all rights it may have against any Working Capital Revolving Lender resulting from the failure of such Revolving Lender to make such Working Capital Revolving Loans under this subsection 3.3B.4.3B.

Reimbursement by Company of Amounts Paid Under Letters of Credit. In the event an Issuing Lender has determined to honor a drawing under a Letter of Credit issued by it, such Issuing Lender shall immediately notify Company and (for any Issuing Lender other than the Lender that is Administrative Agent) Administrative Agent (which notice shall be in writing or telephonic notice (promptly confirmed in writing)), and Company shall reimburse Administrative Agent for the account of such Issuing Lender on or before the Business Day immediately following the date payment thereunder shall be made on which notification that such Issuing Lender has determined to honor such drawing has been delivered to Company (the "Reimbursement Date"), and Company shall reimburse such Issuing Lender on the Reimbursement Date ) in an amount in Dollars and in same day funds equal to the amount of such honored drawing; PROVIDED provided that, anything contained in this Agreement to the contrary notwithstanding, (i) unless Company shall have notified Administrative Agent and such Issuing Lender prior to 11:00 A.M. (Chicago New York time) on the Reimbursement Date that Company intends on such day to reimburse Administrative Agent for the account of such Issuing Lender for the amount of such honored drawing with funds other than the proceeds of Working Capital Revolving Loans, Company shall be deemed to have given a timely Notice of Borrowing to Administrative Agent requesting Lenders to make Working Capital Revolving Loans that are Base Rate Loans on the Reimbursement Date in an amount in Dollars equal to the amount of such honored drawing and Administrative Agent shall promptly notify each relevant Lender of its Revolving Pro Rata Share of such Revolving Loans and (ii) subject to satisfaction or waiver of the conditions specified in subsection 4.44.2B, Working Capital Lenders shall, not later than 3:00 P.M. (New York time) on the Reimbursement Date, make Working Capital Revolving Loans that are Base Rate Loans in the amount of such honored drawing, the proceeds of which shall be applied directly by Administrative Agent to reimburse such Issuing Lender for the amount of such honored drawing; provided further that, in the event that the conditions specified in subsection 4.2B have not been satisfied or waived, Administrative Agent may, upon the request of Requisite Lenders, notify Company that Lenders elect not to make such Revolving Loans; and PROVIDED, FURTHER provided still further that if for any reason proceeds of Working Capital Revolving Loans are not received by Administrative Agent for the account of such Issuing Lender on the Reimbursement Date in an amount equal to the amount of such honored drawing, Company shall reimburse Administrative Agent for the account of such Issuing Lender, on demand, but no earlier than one Business Day following the Reimbursement Date, in an amount in same day funds equal to the excess of the amount of such honored drawing over the aggregate amount of such Working Capital Revolving Loans, if any, which are so received. Nothing in this subsection 3.3B shall be deemed to relieve any Working Capital Lender from its obligation to make Working Capital Revolving Loans on the terms and conditions set forth in this Agreement, and Company shall retain any and all rights it may have against any Working Capital Lender resulting from the failure of such Lender to make such Working Capital Revolving Loans under this subsection 3.3B.

Reimbursement by Company of Amounts Paid Under Letters of Credit. In the event an Issuing Lender has determined to honor a drawing under a Letter of Credit issued by it, such Issuing Lender shall immediately notify Company and Administrative Agent of the date payment thereunder shall be made (the "Reimbursement Date")Agent, and Company shall reimburse such Issuing Lender on or before the Reimbursement Date Business Day immediately following the date on which such drawing is honored (the "REIMBURSEMENT DATE") in an amount in Dollars and in same day funds equal to the amount of such honored drawingpayment; PROVIDED provided that, anything contained in this Agreement to the contrary notwithstanding, (i) unless Company shall have notified Administrative Agent and such Issuing Lender prior to 11:00 A.M. 12:00 noon (Chicago New York City time) on the Reimbursement Date date such drawing is honored that Company intends to reimburse such Issuing Lender for the amount of such honored drawing payment with funds other than the proceeds of Working Capital Revolving Loans, Company shall be deemed to have given a timely Notice of Borrowing to Administrative Agent requesting Revolving Lenders to make Working Capital Revolving Loans that are Base Rate Loans on the Reimbursement Date in an amount in Dollars equal to the amount of such honored drawing payment and (ii) subject to satisfaction or waiver of the conditions specified in subsection 4.44.2B, Working Capital Revolving Lenders shall, on the Reimbursement Date, make Working Capital Revolving Loans that are Base Rate Loans in the amount of such honored drawingpayment, the proceeds of which shall be applied directly by Administrative Agent to reimburse such Issuing Lender for the amount of such honored drawingpayment; and PROVIDEDprovided, FURTHER further that if for any reason proceeds of Working Capital Revolving Loans are not received by such Issuing Lender on the Reimbursement Date in an amount equal to the amount of such honored drawingpayment, Company shall reimburse such Issuing Lender, on demand, but no earlier than one Business Day following the Reimbursement Date, in an amount in same day funds equal to the excess of the amount of such honored drawing payment over the aggregate amount of such Working Capital Revolving Loans, if any, which are so received. Nothing in this subsection 3.3B shall be deemed to relieve any Working Capital Revolving Lender from its obligation to make Working Capital Revolving Loans on the terms and conditions set forth in this Agreement, and Company shall retain any and all rights it may have against any Working Capital Revolving Lender resulting from the failure of such Revolving Lender to make such Working Capital Revolving Loans under this subsection 3.3B.3.3B. 57

Reimbursement by Company of Amounts Paid Under Letters of Credit. In the event an Issuing Lender has determined to honor a drawing under a Letter of Credit issued by it, such Issuing Lender shall immediately notify Company and Administrative Agent of the date payment thereunder shall be made (the "Reimbursement Date")Agent, and Company shall reimburse such Issuing Lender on the Reimbursement Date date on which such drawing is honored (the "REIMBURSEMENT DATE") in an amount in Dollars (which amount, in the case of a drawing under a Letter of Credit which is denominated in Canadian Dollars, shall be calculated in Dollar Equivalents) and in same day funds equal to the amount of such honored drawing; PROVIDED provided that, anything contained in -------- this Agreement to the contrary notwithstanding, (i) unless Company shall have notified Administrative Agent and such Issuing Lender prior to 11:00 10:00 A.M. (Chicago New York City time) on the Reimbursement Date date such drawing is honored that Company intends to reimburse such Issuing Lender for the amount of such honored drawing with funds other than the proceeds of Working Capital Revolving Loans, Company shall be deemed to have given a timely Notice of Borrowing to Administrative Agent requesting Lenders to make Working Capital Revolving Loans that are Base Rate Loans on the Reimbursement Date in an amount in Dollars (calculated in Dollar Equivalents in the case of a drawing equal to the amount of any drawing honored by such Issuing Lender under a Letter of Credit denominated in Canadian Dollars) equal to the amount of such honored drawing and (ii) subject to satisfaction or waiver of the conditions specified in subsection 4.44.2B, Working Capital Domestic Lenders shall, on the Reimbursement Date, make Working Capital Revolving Loans that are Base Rate Loans in the amount of such honored drawing, the proceeds of which shall be applied directly by Administrative Agent to reimburse such Issuing Lender for the amount of such honored drawing; and PROVIDEDprovided, FURTHER further that if for any -------- ------- reason proceeds of Working Capital Revolving Loans are not received by such Issuing Lender on the Reimbursement Date in an amount equal to the amount of such honored drawing, Company shall reimburse such Issuing Lender, on demand, but no earlier than one Business Day following the Reimbursement Date, in an amount in same day funds equal to the excess of the amount of such honored drawing over the aggregate amount of such Working Capital Revolving Loans, if any, which are so received. Nothing in this subsection 3.3B shall be deemed to relieve any Working Capital Domestic Lender from its obligation to make Working Capital Revolving Loans on the terms and conditions set forth in this Agreement, and Company shall retain any and all rights it may have against any Working Capital Domestic Lender resulting from the failure of such Domestic Lender to make such Working Capital Revolving Loans under this subsection 3.3B.

Reimbursement by Company of Amounts Paid Under Letters of Credit. In the event an Issuing Lender has determined to honor a drawing under a Letter of Credit issued by it, such Issuing Lender shall immediately notify Company and Administrative Agent of the date payment thereunder shall be made (the "Reimbursement Date")Agent, and Company shall reimburse such Issuing Lender on or before the Business Day immediately following the date on which such drawing is honored (the "Reimbursement Date Date") in an amount in Dollars and in same day funds equal to the amount of such honored drawing; PROVIDED that, anything contained in this Agreement to the contrary notwithstanding, (i) unless Company shall have notified Administrative Agent and such Issuing Lender prior to 11:00 A.M. (Chicago Charlotte, North Carolina time) on the Reimbursement Date date such drawing is honored that Company intends to reimburse such Issuing Lender for the amount of such honored drawing with funds other than the proceeds of Working Capital Revolving Loan Loans, Company shall be deemed to have given a timely Notice of Borrowing to Administrative Agent requesting Lenders to make Working Capital Revolving Loan Loans that are Base Rate Loans on the Reimbursement Date in an amount in Dollars equal to the amount of such honored drawing and (ii) subject to satisfaction or waiver of the conditions specified in subsection 4.44.2B, Working Capital Revolving Loan Lenders shall, on the Reimbursement Date, make Working Capital Revolving Loan Loans that are Base Rate Loans in the amount of such honored drawing, the proceeds of which shall be applied directly by Administrative Agent to reimburse such Issuing Lender for the amount of such honored drawing; and PROVIDED, FURTHER that if for any reason proceeds of Working Capital Revolving Loans are not received by such Issuing Lender on the Reimbursement Date in an amount equal to the amount of such honored drawing, Company shall reimburse such Issuing Lender, on demand, but no earlier than one Business Day following the Reimbursement Date, in an amount in same day funds equal to the excess of the amount of such honored drawing over the aggregate amount of such Working Capital Revolving Loans, if any, which are so received. Nothing in this subsection 3.3B shall be deemed to relieve any Working Capital Revolving Loan Lender from its obligation to make Working Capital Revolving Loans on the terms and conditions set forth in this Agreement, and Company shall retain any and all rights it may have against any Working Capital Revolving Loan Lender resulting from the failure of such Lender to make such Working Capital Revolving Loans under this subsection 3.3B.

Reimbursement by Company of Amounts Paid Under Letters of Credit. In the event an Issuing Lender has determined to honor a drawing under a Letter of Credit issued by it, such Issuing Lender shall immediately notify Company and Administrative Agent of the date payment thereunder shall be made (the "Reimbursement Date")Agent, and Company shall reimburse such Issuing Lender on or before the Reimbursement Date Business Day immediately following the date on which such drawing is honored (the "REIMBURSEMENT DATE") in an amount in Dollars (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 in same day funds equal to the amount of such honored drawing; PROVIDED provided that, anything contained in this Agreement to the contrary -------- notwithstanding, (i) unless Company shall have notified Administrative Agent and such Issuing Lender prior to 11:00 A.M. (Chicago New York City time) on the Reimbursement Date date such drawing is honored that Company intends to reimburse such Issuing Lender for the amount of such honored drawing with funds other than the proceeds of Working Capital Revolving Loans, Company shall be deemed to have given a timely Notice of Borrowing to Administrative Agent requesting Lenders to make Working Capital Revolving Loans that are Base Rate Loans on the Reimbursement Date in an amount in Dollars (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) equal to the amount of such honored drawing and (ii) subject to satisfaction or waiver of the conditions specified in subsection 4.44.2B, Working Capital Lenders shall, on the Reimbursement Date, make Working Capital Revolving Loans that are Base Rate Loans in the amount of such honored drawing, the proceeds of which shall be applied directly by Administrative Agent to reimburse such Issuing Lender for the amount of such honored drawing; and PROVIDEDprovided, FURTHER that further that, if for any reason proceeds -------- ------- of Working Capital Revolving Loans are not received by such Issuing Lender on the Reimbursement Date in an amount equal to the amount of such honored drawing, Company shall reimburse such Issuing Lender, on demand, but no earlier than one Business Day following the Reimbursement Date, in an amount in same day funds equal to the excess of the amount of such honored drawing over the aggregate amount of such Working Capital Revolving Loans, if any, which are so received. Nothing in this subsection 3.3B shall be deemed to relieve any Working Capital Lender from its obligation to make Working Capital Revolving Loans on the terms and conditions set forth in this Agreement, and Company shall retain any and all rights it may have against any Working Capital Lender resulting from the failure of such Lender to make such Working Capital Revolving Loans under this subsection 3.3B.

Reimbursement by Company of Amounts Paid Under Letters of Credit. In the event an Issuing Lender has determined to honor a drawing under a Letter of Credit issued by it, such Issuing Lender shall immediately notify Company and Administrative Agent of the date payment thereunder shall be made (the "Reimbursement Date")Agent, and Company shall reimburse such Issuing Lender on or before the Reimbursement Date Business Day immediately following the date on which such drawing is honored (the "REIMBURSEMENT DATE") in an amount in Dollars and in same day funds equal to the amount of such honored drawingpayment; PROVIDED that, anything contained in this Agreement to the contrary notwithstanding, (i) unless Company shall have notified Administrative Agent and such Issuing Lender prior to 11:00 10:00 A.M. (Chicago San Francisco time) on the Reimbursement Date date such drawing is honored that Company intends to reimburse such Issuing Lender for the amount of such honored drawing payment with funds other than the proceeds of Working Capital Revolving Loans, Company shall be deemed to have given a timely Notice of Borrowing to Administrative Agent requesting Revolving Lenders to make Working Capital Revolving Loans that are Base Rate Loans on the Reimbursement Date in an amount in Dollars equal to the amount of such honored drawing payment and (ii) subject to satisfaction or waiver of the conditions specified in subsection 4.44.2B, Working Capital Lenders shall, on the Reimbursement Date, make Working Capital Revolving Loans that are Base Rate Loans in the amount of such honored drawingpayment, the proceeds of which shall be applied directly by Administrative Agent to reimburse such Issuing Lender for the amount of such honored drawingpayment; and PROVIDED, FURTHER that if for any reason proceeds of Working Capital Revolving Loans are not received by such Issuing Lender on the Reimbursement Date in an amount equal to the amount of such honored drawingpayment, Company shall reimburse such Issuing Lender, on demand, but no earlier than one Business Day following the Reimbursement Date, in an amount in same day funds equal to the excess of the amount of such honored drawing payment over the aggregate amount of such Working Capital Revolving Loans, if any, which are so received. Nothing in this subsection 3.3B shall be deemed to relieve any Working Capital Revolving Lender from its obligation to make Working Capital Revolving Loans on the terms and conditions set forth in this Agreement, and Company shall retain any and all rights it may have against any Working Capital Lender resulting from the failure of such Revolving Lender to make such Working Capital Revolving Loans under this subsection 3.3B.

Reimbursement by Company of Amounts Paid Under Letters of Credit. In the event an Issuing Lender has determined to honor a drawing under a Letter of Credit issued by it, such Issuing Lender shall immediately notify Company and Administrative Agent of the date payment thereunder shall be made (the "Reimbursement Date")Agent, and Company shall reimburse such Issuing Lender on or before the Reimbursement Date Business Day immediately following the date on which such drawing is honored (the "REIMBURSEMENT DATE") in an amount in Dollars and in same day funds equal to the amount of such honored drawing; PROVIDED provided that, anything contained in this Agreement to the contrary notwithstanding, (i) unless Company shall have notified Administrative Agent and such Issuing Lender prior to 11:00 10:00 A.M. (Chicago New York City time) on the Reimbursement Date date such drawing is that Company intends to reimburse such Issuing Lender for the amount of such honored drawing with funds other than the proceeds of Working Capital Revolving Loans, Company shall be deemed to have given a timely Notice of Borrowing to Administrative Agent requesting Revolving Lenders to make Working Capital Revolving Loans that are Base Rate Loans on the Reimbursement Date in an amount in Dollars equal to the amount of such honored drawing and (ii) subject to satisfaction or waiver of the conditions specified in subsection 4.44.2B, Working Capital Lenders shall, on the Reimbursement Date, make Working Capital Revolving Loans that are Base Rate Loans in the amount of such honored drawing, the proceeds of which shall be applied directly by Administrative Agent to reimburse such Issuing Lender for the amount of such honored drawing; and PROVIDEDprovided, FURTHER further that if for any reason proceeds of Working Capital Revolving Loans are not received by such Issuing Lender on the Reimbursement Date in an amount equal to the amount of such honored drawing, Company shall reimburse such Issuing Lender, on demand, but no earlier than one Business Day following the Reimbursement Date, in an amount in same day funds equal to the excess of the amount of such honored drawing over the aggregate amount of such Working Capital Revolving Loans, if any, which are so received. Nothing in this subsection 3.3B shall be deemed to relieve any Working Capital Revolving Lender from its obligation to make Working Capital Revolving Loans on the terms and conditions set forth in this Agreement, and Company shall retain any and all rights it may have against any Working Capital Revolving Lender resulting from the failure of such Revolving Lender to make such Working Capital Revolving Loans under this subsection 3.3B.

Reimbursement by Company of Amounts Paid Under Letters of Credit. In the event an the Issuing Lender has determined to honor a drawing under a Letter of Credit issued by it, such the Issuing Lender shall immediately notify Company and Administrative Agent of the date payment thereunder shall be made (the "Reimbursement Date")Agent, and Company shall reimburse such the Issuing Lender on or before the Reimbursement Date Business Day immediately following the date on which such drawing is honored (the "REIMBURSEMENT DATE") in an amount in Dollars (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 in same day funds equal to the amount of such honored drawing; PROVIDED provided that, anything contained in this Agreement to the contrary notwithstanding, (i) unless Company shall have notified Administrative Agent and such the Issuing Lender prior to 11:00 9:00 A.M. (Chicago Los Angeles time) on the Reimbursement Date date such drawing is honored that Company intends to reimburse such the Issuing Lender for the amount of such honored drawing with funds other than the proceeds of Working Capital Revolving Loans, Company shall be deemed to have given a timely Notice of Borrowing to Administrative Agent requesting Lenders to make Working Capital Revolving Loans that are Base Rate Loans on the Reimbursement Date in an amount in Dollars (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) equal to the amount of such honored drawing and (ii) subject to satisfaction or waiver of the conditions specified in subsection 4.44.3B, Working Capital Lenders shall, on the Reimbursement Date, make Working Capital Revolving Loans that are Base Rate Loans in the amount of such honored drawing, the proceeds of which shall be applied directly by Administrative Agent to reimburse such the Issuing Lender for the amount of such honored drawing; and PROVIDEDprovided, FURTHER further that if for any reason proceeds of Working Capital Revolving Loans are not received by such the Issuing Lender on the Reimbursement Date in an amount equal to the amount of such honored drawing, Company shall reimburse such the Issuing Lender, on demand, but no earlier than one Business Day following the Reimbursement Date, in an amount in same day funds equal to the excess of the amount of such honored drawing over the aggregate amount of such Working Capital Loans, if any, which are so received. Nothing in this subsection 3.3B shall be deemed to relieve any Working Capital Lender from its obligation to make Working Capital Loans on the terms and conditions set forth in this Agreement, and Company shall retain any and all rights it may have against any Working Capital Lender resulting from the failure of such Lender to make such Working Capital Loans under this subsection 3.3B.same

Reimbursement by Company of Amounts Paid Under Letters of Credit. In the event an Issuing Lender has determined to honor a drawing under a Letter of Credit issued by it, such Issuing Lender shall immediately notify Company and Administrative Agent of the date payment thereunder shall be made (the "Reimbursement Date")Agent, and Company shall reimburse such Issuing Lender on or before the Reimbursement Date Business Day immediately following the date on which such drawing is honored (the "REIMBURSEMENT DATE") in an amount in Dollars (which amount, in the case of a drawing under the Letter of Credit which is denominated in a currency other than Dollars, shall be calculated by reference to the applicable Exchange Rate) or, at the request of the Issuing Bank, in the currency in which the Letter of Credit was issued and in same day funds equal to the amount of such honored drawing; PROVIDED provided that, anything contained in this Agreement to the contrary notwithstanding, (i) unless Company shall have notified Administrative Agent and such Issuing Lender prior to 11:00 10:00 A.M. (Chicago New York City time) on the Reimbursement Date date such drawing is honored that Company intends to reimburse such Issuing Lender for the amount of such honored drawing with funds other than the proceeds of Working Capital Revolving Loans, Company shall be deemed to have given a timely Notice of Borrowing to Administrative Agent requesting Revolving Lenders to make Working Capital Revolving Loans that are Base Rate Loans on the Reimbursement Date in an amount in Dollars (which amount, in the case of a drawing under the Letter of Credit which is denominated in a currency other than Dollars, shall be calculated by reference to the applicable Exchange Rate) equal to the amount of such honored drawing and (ii) subject to satisfaction or waiver of the conditions specified in subsection 4.44.3B, Working Capital Lenders shall, on the Reimbursement Date, make Working Capital Revolving Loans that are Base Rate Loans in the amount of such honored drawing, the proceeds of which shall be applied directly by Administrative Agent to reimburse such Issuing Lender for the amount of such honored drawing; and PROVIDEDprovided, FURTHER further that if for any reason proceeds of Working Capital Revolving Loans are not received by such Issuing Lender on the Reimbursement Date in an amount equal to the amount of such honored drawing, Company shall reimburse such Issuing Lender, on demand, but no earlier than one Business Day following the Reimbursement Date, in an amount in same day funds equal to the excess of the amount of such honored drawing over the aggregate amount of such Working Capital Revolving Loans, if any, which are so received. Nothing in this subsection 3.3B shall be deemed to relieve any Working Capital Revolving Lender from its obligation to make Working Capital Revolving Loans on the terms and conditions set forth in this Agreement, and Company shall retain any and all rights it may have against any Working Capital Revolving Lender resulting from the failure of such Revolving Lender to make such Working Capital Revolving Loans under this subsection 3.3B.

Reimbursement by Company of Amounts Paid Under Letters of Credit. In the event an Issuing Lender has determined to honor a drawing under a Letter of Credit issued by it, such Issuing Lender shall immediately notify Company and Administrative Agent of the date payment thereunder shall be made (the "Reimbursement Date")Agent, and Company shall reimburse such Issuing Lender on or before the Business Day immediately following the date on which such drawing is honored (the "Reimbursement Date Date") in an amount in Dollars (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 in same day funds equal to the amount of such honored drawing; PROVIDED provided that, anything contained in this Agreement to the contrary notwithstanding, (i) unless Company shall have notified Administrative Agent and such Issuing Lender prior to 11:00 10:00 A.M. (Chicago New York City time) on the Reimbursement Date date such drawing is honored that Company intends to reimburse such Issuing Lender for the amount of such honored drawing with funds other than the proceeds of Working Capital Revolving Loans, Company shall be deemed to have given a timely Notice of Borrowing to Administrative Agent requesting Lenders to make Working Capital Revolving Loans that are Base Rate Loans on the Reimbursement Date in an amount in Dollars (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) equal to the amount of such honored drawing and (ii) subject to satisfaction or waiver of the conditions specified in subsection 4.44.3B, Working Capital Revolving Lenders shall, on the Reimbursement Date, make Working Capital Revolving Loans that are Base Rate Loans in the amount of such honored drawing, the proceeds of which shall be applied directly by Administrative Agent to reimburse such Issuing Lender for the amount of such honored drawing; and PROVIDED, FURTHER provided further that if for any reason proceeds of Working Capital Revolving Loans are not received by such Issuing Lender on the Reimbursement Date in an amount equal to the amount of such honored drawing, Company shall reimburse such Issuing Lender, on demand, but no earlier than one Business Day following the Reimbursement Date, in an amount in same day funds equal to the excess of the amount of such honored drawing over the aggregate amount of such Working Capital Revolving Loans, if any, which are so received. Nothing in this subsection 3.3B shall be deemed to relieve any Working Capital Revolving Lender from its obligation to make Working Capital Revolving Loans on the terms and conditions set forth in this Agreement, and Company shall retain any and all rights it may have against any Working Capital Revolving Lender resulting from the failure of such Lender to make such Working Capital Revolving Loans under this subsection 3.3B.

Reimbursement by Company of Amounts Paid Under Letters of Credit. In the event an any Issuing Lender has determined to honor a drawing under a Letter of Credit issued by it, such Issuing Lender shall immediately notify Company and Administrative Agent of the date payment thereunder shall be made (the "Reimbursement Date")Agent, and Company shall reimburse such Issuing Lender on or before the Reimbursement Date Business Day immediately following the date on which such drawing is honored (the "REIMBURSEMENT DATE") in an amount in Dollars (which amount, in the case of a payment 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 in same day funds equal to the amount of such honored drawingpayment; PROVIDED provided that, anything contained in this Agreement to the contrary notwithstanding, (i) unless Company shall have notified Administrative Agent and such Issuing Lender prior to 11:00 10:00 A.M. (Chicago San Francisco time) on the Reimbursement Date date such drawing is honored that Company intends to reimburse such Issuing Lender for the amount of such honored drawing payment with funds other than the proceeds of Working Capital Revolving Loans, Company shall be deemed to have given a timely Notice of Borrowing to Administrative Agent requesting Revolving Lenders to make Working Capital Revolving Loans that are Base Rate Loans on the Reimbursement Date in an amount in Dollars (which amount, in the case of a payment under a Letter of Credit which is denominated in a currency other than Dollars, shall be calculated by reference to the applicable Exchange Rate) equal to the amount of such honored drawing payment and (ii) subject to satisfaction or waiver of the conditions specified in subsection 4.44.2B, Working Capital Revolving Lenders shall, on the Reimbursement Date, make Working Capital Revolving Loans that are Base Rate Loans in the amount of such honored drawingpayment, the proceeds of which shall be applied directly by Administrative Agent to reimburse such Issuing Lender for the amount of such honored drawingpayment; and PROVIDEDprovided, FURTHER further that if for any reason proceeds of Working Capital Revolving Loans are not received by such Issuing Lender on the Reimbursement Date in an amount equal to the amount of such honored drawingpayment, Company shall reimburse such Issuing Lender, on demand, but no earlier than one Business Day following the Reimbursement Date, in an amount in same day funds equal to the excess of the amount of such honored drawing payment over the aggregate amount of such Working Capital Revolving Loans, if any, which are so received. Nothing in this subsection 3.3B shall be deemed to relieve any Working Capital Revolving Lender from its obligation to make Working Capital Revolving Loans on the terms and conditions set forth in this Agreement, and Company shall retain any and all rights it may have against any Working Capital Revolving Lender resulting from the failure of such Revolving Lender to make such Working Capital Revolving Loans under this subsection 3.3B.

Reimbursement by Company of Amounts Paid Under Letters of Credit. In the event an Issuing Lender has determined to honor a drawing under a Letter of Credit issued by it, such Issuing Lender shall immediately notify Company and Administrative Agent of the date payment thereunder shall be made (the "Reimbursement Date")Agent, and Company shall reimburse such Issuing Lender on or before the Business Day immediately following the date on which such drawing is honored (the “Reimbursement Date Date”) in an amount in Dollars (which amount, in the case of a payment 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 in same day funds equal to the amount of such honored drawingpayment; PROVIDED provided that, anything contained in this Agreement to the contrary notwithstanding, (i) unless Company shall have notified Administrative Agent and such Issuing Lender prior to 11:00 10:00 A.M. (Chicago California time) on the Reimbursement Date date such drawing is honored that Company intends to reimburse such Issuing Lender for the amount of such honored drawing payment with funds other than the proceeds of Working Capital Revolving Loans, Company shall be deemed to have given a timely Notice of Borrowing to Administrative Agent requesting Revolving Lenders to make Working Capital Revolving Loans that are Base Rate Loans on the Reimbursement Date in an amount in Dollars (which amount, in the case of a payment under a Letter of Credit which is denominated in a currency other than Dollars, shall be calculated by reference to the applicable Exchange Rate) equal to the amount of such honored drawing payment and (ii) subject to satisfaction or waiver of the conditions specified in subsection 4.44.2C, Working Capital Revolving Lenders shall, on the Reimbursement Date, make Working Capital Revolving Loans that are Base Rate Loans in the amount of such honored drawingpayment, the proceeds of which shall be applied directly by Administrative Agent to reimburse such Issuing Lender for the amount of such honored drawingpayment; and PROVIDEDprovided, FURTHER further that if for any reason proceeds of Working Capital Revolving Loans are not received by such Issuing Lender on the Reimbursement Date in an amount equal to the amount of such honored drawingpayment, Company shall reimburse such Issuing Lender, on demand, but no earlier than one Business Day following the Reimbursement Date, in an amount in same day funds equal to the excess of the amount of such honored drawing payment over the aggregate amount of such Working Capital Revolving Loans, if any, which are so received. Nothing in this subsection 3.3B shall be deemed to relieve any Working Capital Revolving Lender from its obligation to make Working Capital Revolving Loans on the terms and conditions set forth in this Agreement, and Company shall retain any and all rights it may have against any Working Capital Revolving Lender resulting from the failure of such Revolving Lender to make such Working Capital Revolving Loans under this subsection 3.3B.

Reimbursement by Company of Amounts Paid Under Letters of Credit. In the event an Issuing Lender has determined to honor a drawing under a Letter of Credit issued by it, such Issuing Lender shall immediately notify Company and Administrative Agent of the date payment thereunder shall be made (the "Reimbursement Date")Agent, and Company shall reimburse such Issuing Lender on or before the Business Day immediately following the date on which such drawing is honored (the “Reimbursement Date Date”) in an amount in Dollars or, at the option of Issuing Lender, in the case of a Letter of Credit denominated in a currency other than Dollars, in such other currency and in same day funds equal to the amount of such honored drawingpayment; PROVIDED provided that, anything contained in this Agreement to the contrary notwithstanding, (i) unless Company shall have notified Administrative Agent and such Issuing Lender prior to 11:00 A.M. 12:00 Noon (Chicago New York City time) on the Reimbursement Date date such drawing is honored that Company intends to reimburse such Issuing Lender for the amount of such honored drawing payment with funds other than the proceeds of Working Capital Revolving Loans, Company shall be deemed to have given a timely Notice of Borrowing to Administrative Agent requesting Revolving Lenders to make Working Capital Revolving Loans that are Base Rate Loans on the Reimbursement Date in an amount in Dollars equal to the amount of such honored drawing payment and (ii) subject to without requirement of satisfaction or waiver of the conditions specified in subsection 4.4Section 4.2(b), Working Capital Revolving Lenders shall, on the Reimbursement Date, make Working Capital Revolving Loans that are Base Rate Loans in the amount of such honored drawingpayment, the proceeds of which shall be applied directly by Administrative Agent to reimburse such Issuing Lender for the amount of such honored drawingpayment; and PROVIDEDprovided, FURTHER further that if for any reason proceeds of Working Capital Revolving Loans are not received by such Issuing Lender on the Reimbursement Date in an amount equal to the amount of such honored drawingpayment, Company shall reimburse such Issuing Lender, on demand, but no earlier than one Business Day following the Reimbursement Date, in an amount in same day funds equal to the excess of the amount of such honored drawing payment over the aggregate amount of such Working Capital Revolving Loans, if any, which are so received. Nothing in this subsection 3.3B Section 3.3(b) shall be deemed to relieve any Working Capital Revolving Lender from its obligation to make Working Capital Revolving Loans on the terms and conditions set forth in this Agreement, and Company shall retain any and all rights it may have against any Working Capital Revolving Lender resulting from the failure of such Revolving Lender to make such Working Capital Revolving Loans under this subsection 3.3B.Section 3.3(b).

Reimbursement by Company of Amounts Paid Under Letters of Credit. In the event an Issuing Lender has determined to honor a drawing under a Letter of Credit issued by it, such Issuing Lender shall immediately notify Company and Administrative Agent of the date payment thereunder shall be made (the "Reimbursement Date")Agent, and Company shall reimburse such Issuing Lender on or before the Business Day immediately following the date on which such drawing is honored (the "Reimbursement Date Date") in an amount in Dollars and in same day funds equal to the amount of such honored drawing; PROVIDED provided that, anything contained -------- in this Agreement to the contrary notwithstanding, (i) unless Company shall have notified Administrative Agent and such Issuing Lender prior to 11:00 10:00 A.M. (Chicago New York City time) on the Reimbursement Date date such drawing is honored that Company intends to reimburse such Issuing Lender for the amount of such honored drawing with funds other than the proceeds of Working Capital Revolving Loans, Company shall be deemed to have given a timely Notice of Borrowing to Administrative Agent requesting Lenders to make Working Capital Revolving Loans that are Base Rate Loans on the Reimbursement Date in an amount in Dollars equal to the amount of such honored drawing and (ii) subject to satisfaction or waiver of the conditions specified in subsection 4.44.2B, Working Capital Lenders shall, on the Reimbursement Date, make Working Capital Revolving Loans that are Base Rate Loans in the amount of such honored drawing, the proceeds of which shall be applied directly by Administrative Agent to reimburse such Issuing Lender for the amount of such honored drawing; and PROVIDED, FURTHER provided further that if for any reason -------- ------- proceeds of Working Capital Revolving Loans are not received by such Issuing Lender on the Reimbursement Date in an amount equal to the amount of such honored drawing, Company shall reimburse such Issuing Lender, on demand, but no earlier than one Business Day following the Reimbursement Date, in an amount in same day funds equal to the excess of the amount of such honored drawing over the aggregate amount of such Working Capital Revolving Loans, if any, which are so received. Nothing in this subsection 3.3B shall be deemed to relieve any Working Capital Lender from its obligation to make Working Capital Revolving Loans on the terms and conditions set forth in this Agreement, and Company shall retain any and all rights it may have against any Working Capital Lender resulting from the failure of such Lender to make such Working Capital Revolving Loans under this subsection 3.3B.

Reimbursement by Company of Amounts Paid Under Letters of Credit. In the event an Issuing Lender Bank has determined to honor a drawing under a Letter of Credit issued by it, such Issuing Lender Bank shall immediately notify Company, and Company and Administrative Agent of shall reimburse Bank on or before the Business Day immediately following the date payment thereunder shall be made on which such drawing is honored (the "Reimbursement Date"), and Company shall reimburse such Issuing Lender on the Reimbursement Date ) in an amount in Dollars (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 in same day funds equal to the amount of such honored drawing; PROVIDED provided that, anything contained in this Agreement to the contrary notwithstanding, (i) unless Company shall have notified Administrative Agent and such Issuing Lender prior to 11:00 A.M. (Chicago time) Bank on the Reimbursement Date date such drawing is honored that Company intends to reimburse such Issuing Lender Bank for the amount of such honored drawing with funds other than the proceeds of Working Capital Revolving Loans, Company shall be deemed to have given a timely Notice of Borrowing to Administrative Agent Bank requesting Lenders Bank to make Working Capital Revolving Loans that are Base Rate Loans on the Reimbursement Date in an amount in Dollars (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) equal to the amount of such honored drawing and (ii) subject to satisfaction or waiver of the conditions specified in subsection 4.44.213, Working Capital Lenders Bank shall, on the Reimbursement Date, make Working Capital Loans a Revolving Loan that are is a Base Rate Loans Loan in the amount of such honored drawing, the proceeds of which shall be applied directly by Administrative Agent Bank to reimburse such Issuing Lender itself for the amount of such honored drawing; and PROVIDEDprovided, FURTHER further that if for any reason proceeds of Working Capital Revolving Loans are not received by such Issuing Lender Bank on the Reimbursement Date in an amount equal to the amount of such honored drawing, Company shall reimburse such Issuing LenderBank, on demand, but no earlier than one Business Day following the Reimbursement Date, in an amount in same day funds equal to the excess of the amount of such honored drawing over the aggregate amount of such Working Capital Revolving Loans, if any, which are so received. Nothing in this subsection 3.3B 3.313 shall be deemed to relieve any Working Capital Lender Bank from its obligation to make Working Capital Revolving Loans on the terms and conditions set forth in this Agreement, and Company shall retain any and all rights it may have against any Working Capital Lender Bank resulting from the failure of such Lender Bank to make such Working Capital Revolving Loans under this subsection 3.3B.3.313.

Reimbursement by Company of Amounts Paid Under Letters of Credit. In the event an Issuing Lender has determined to honor a drawing under a Letter of Credit issued by it, such Issuing Lender shall immediately notify Company and Administrative Agent of the date payment thereunder shall be made (the "Reimbursement Date")Agent, and Company shall reimburse such Issuing Lender on or before the Reimbursement Date Business Day immediately following the date on which such drawing is honored (the "REIMBURSEMENT DATE") in an amount in Dollars (which amount, in the case of a payment under a Letter of Credit which is denominated in a currency other than Dollars, shall be calculated by reference to the applicable Exchange Rate) or, at the option of such Issuing Lender, in the case of a Letter of Credit denominated in a currency other than Dollars, in such other currency, and in same day funds equal to the amount of such honored drawingpayment; PROVIDED that, anything contained in this Agreement to the contrary notwithstanding, (i) unless Company shall have notified Administrative Agent and such Issuing Lender prior to 11:00 A.M. 12:00 Noon (Chicago New York City time) on the Reimbursement Date date such drawing is honored that Company intends to reimburse such Issuing Lender for the amount of such honored drawing payment with funds other than the proceeds of Working Capital Revolving Loans, Company shall be deemed to have given a timely Notice of Borrowing to Administrative Agent requesting Revolving Lenders to make Working Capital Revolving Loans that are Base Rate Loans on the Reimbursement Date in an amount in Dollars (which amount, in the case of a payment under a Letter of Credit which is denominated in a currency other than Dollars, shall be calculated by reference to the applicable Exchange Rate) equal to the amount of such honored drawing payment and (ii) subject to satisfaction or waiver of the conditions specified in subsection 4.44.2B, Working Capital Revolving Lenders shall, on the Reimbursement Date, make Working Capital Revolving Loans that are Base Rate Loans in the amount of such honored drawingpayment, the proceeds of which shall be applied directly by Administrative Agent to reimburse such Issuing Lender for the amount of such honored drawingpayment; and PROVIDED, FURTHER that if for any reason proceeds of Working Capital Revolving Loans are not received by such Issuing Lender on the Reimbursement Date in an amount equal to the amount of such honored drawingpayment, Company shall reimburse such Issuing Lender, on demand, but no earlier than one Business Day following the Reimbursement Date, in an amount in same day funds equal to the excess of the amount of such honored drawing payment over the aggregate amount of such Working Capital Revolving Loans, if any, which are so received. Nothing in this subsection 3.3B shall be deemed to relieve any Working Capital Revolving Lender from its obligation to make Working Capital Revolving Loans on the terms and conditions set forth in this Agreement, and Company shall retain any and all rights it may have against any Working Capital Revolving Lender resulting from the failure of such Revolving Lender to make such Working Capital Revolving Loans under this subsection 3.3B.

Reimbursement by Company of Amounts Paid Under Letters of Credit. In the event an Issuing Lender has determined to honor a drawing under a Letter of Credit issued by it, such Issuing Lender shall immediately notify Company and Administrative Agent of the date payment thereunder shall be made (the "Reimbursement Date")Agent, and Company shall reimburse such Issuing Lender on or before the Reimbursement Date Business Day immediately following the date on which such drawing is honored (the "REIMBURSEMENT DATE") in an amount in Dollars (which amount, in the case of a payment 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 in same day funds equal to the amount of such honored drawingpayment; PROVIDED provided that, anything contained in this Agreement to the contrary notwithstanding, (i) unless Company shall have notified Administrative Agent and such Issuing Lender prior to 11:00 10:00 A.M. (Chicago New York City time) on the Reimbursement Date date such drawing is honored that Company intends to reimburse such Issuing Lender for the amount of such honored drawing payment with funds other than the proceeds of Working Capital Revolving Loans, Company shall be deemed to have given a timely Notice of Borrowing to Administrative Agent requesting Revolving Lenders to make Working Capital Revolving Loans that are Base Rate Loans on the Reimbursement Date in an amount in Dollars (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) equal to the amount of such honored drawing payment and (ii) subject to satisfaction or waiver of the conditions specified in subsection 4.44.2B, Working Capital Revolving Lenders shall, on the Reimbursement Date, make Working Capital Revolving Loans that are Base Rate Loans in the amount of such honored drawingpayment, the proceeds of which shall be applied directly by Administrative Agent to reimburse such Issuing Lender for the amount of such honored drawingpayment; and PROVIDED, FURTHER provided further that if for any reason proceeds of Working Capital Revolving Loans are not received by such Issuing Lender on the Reimbursement Date in an amount equal to the amount of such honored drawingpayment, Company shall reimburse such Issuing Lender, on demand, but no earlier than one Business Day following the Reimbursement Date, in an amount in same day funds equal to the excess of the amount of such honored drawing payment over the aggregate amount of such Working Capital Revolving Loans, if any, which are so received. Nothing in this subsection 3.3B shall be deemed to relieve any Working Capital Revolving Lender from its obligation to make Working Capital Revolving Loans on the terms and conditions set forth in this Agreement, and Company shall retain any and all rights it may have against any Working Capital Revolving Lender resulting from the failure of such Revolving Lender to make such Working Capital Revolving Loans under this subsection 3.3B.

Reimbursement by Company of Amounts Paid Under Letters of Credit. In the event an Issuing Lender has determined to honor a drawing or request for payment under a Letter of Credit issued by it, such Issuing Lender shall immediately notify Company and Chase Co-Administrative Agent of the date payment thereunder shall be made (the "Reimbursement Date")Agent, and Company shall reimburse such Issuing Lender on or before the Business Day immediately following the date on which such drawing is honored or such payment is made (the applicable "Reimbursement Date Date"), in an amount in Dollars and in same day funds equal to the amount of such honored drawing; PROVIDED provided that, anything contained in this Agreement to the contrary notwithstanding, (i) unless Company shall have notified Chase Co-Administrative Agent and such Issuing Lender prior to 11:00 A.M. 12:00 Noon (Chicago New York time) on the Reimbursement Date date of such drawing or request for payment that Company intends to reimburse such Issuing Lender for the amount of such honored drawing or payment with funds other than the proceeds of Working Capital Revolving Loans, Company shall be deemed to have given a timely Notice of Borrowing to Chase Co-Administrative Agent requesting Lenders to make Working Capital Revolving Loans that which are Base Rate Loans Loans, on the applicable Reimbursement Date in an amount in Dollars equal to the amount of such honored drawing or payment and (ii) subject to satisfaction or waiver of the conditions specified in subsection 4.44.2B, Working Capital Lenders shall, on the applicable Reimbursement Date, make Working Capital Revolving Loans that are Base Rate Loans and in the amount of such honored drawingdrawing or payment, the proceeds of which shall be applied directly by Chase Co-Administrative Agent to reimburse such Issuing Lender for the amount of such honored drawingdrawing or payment; and PROVIDED, FURTHER provided further that if for any reason proceeds of Working Capital Revolving Loans are not received by such Issuing Lender on the applicable Reimbursement Date in an amount equal to the amount of such honored drawingdrawing or payment, Company shall reimburse such Issuing Lender, on demand, but no earlier than one Business Day following the Reimbursement Date, in an amount in Dollars and in same day funds equal to the excess of the amount of such honored drawing or payment over the aggregate amount of such Working Capital Revolving Loans, if any, which are so received. Nothing in this subsection 3.3B shall be deemed to relieve any Working Capital Lender from its obligation to make Working Capital Revolving Loans on the terms and conditions set forth in this Agreement, and Company shall retain any and all rights it may have against any Working Capital Lender resulting from the failure of such Lender to make such Working Capital Revolving Loans under this subsection 3.3B.

Reimbursement by Company of Amounts Paid Under Letters of Credit. In the event an Issuing Lender has determined to honor a drawing under a Letter of Credit issued by it, such Issuing Lender shall immediately notify Company and Administrative Agent of the date payment thereunder shall be made (the "Reimbursement Date")Agent, and Company shall reimburse such Issuing Lender on or before the Reimbursement Date Business Day immediately following the date on which such drawing is honored (the "REIMBURSEMENT DATE") in an amount in Dollars and in same day funds equal to the amount of such honored drawingpayment; PROVIDED provided that, anything contained in this Agreement to the contrary notwithstanding, (i) unless Company shall have notified Administrative Agent and such Issuing Lender prior to 11:00 A.M. 12:00 Noon (Chicago New York City time) on the Reimbursement Date date such drawing is honored that Company intends to reimburse such Issuing Lender for the amount of such honored drawing payment with funds other than the proceeds of Working Capital Revolving Loans, Company shall be deemed to have given a timely Notice of Borrowing to Administrative Agent requesting Revolving Lenders to make Working Capital Revolving Loans that are Base Rate Loans on the Reimbursement Date in an amount in Dollars equal to the amount of such honored drawing payment and (ii) subject to satisfaction or waiver of the conditions specified in subsection 4.44.2B, Working Capital Revolving Lenders shall, on the Reimbursement Date, make Working Capital Revolving Loans that are Base Rate Loans in the amount of such honored drawingpayment, the proceeds of which shall be applied directly by Administrative Agent to reimburse such Issuing Lender for the amount of such honored drawingpayment; and PROVIDEDprovided, FURTHER further that if for any reason proceeds of Working Capital Revolving Loans are not received by such Issuing Lender on the Reimbursement Date in an amount equal to the amount of such honored drawingpayment, Company shall reimburse such Issuing Lender, on demand, but no earlier than one Business Day following the Reimbursement Date, in an amount in same day funds equal to the excess of the amount of such honored drawing payment over the aggregate amount of such Working Capital Revolving Loans, if any, which are so received. Nothing in this subsection 3.3B shall be deemed to relieve any Working Capital Revolving Lender from its obligation to make Working Capital Revolving Loans on the terms and conditions set forth in this Agreement, and Company shall retain any and all rights it may have against any Working Capital Revolving Lender resulting from the failure of such Revolving Lender to make such Working Capital Revolving Loans under this subsection 3.3B.

Reimbursement by Company of Amounts Paid Under Letters of Credit. In the event an Issuing Lender has determined to honor a drawing under a Letter of Credit issued by it, such Issuing Lender shall immediately notify Company and Administrative Agent of the date payment thereunder shall be made (the "Reimbursement Date")Agent, and Company shall reimburse such Issuing Lender on or before the Reimbursement Date Business Day immediately following the date on which such drawing is honored (the "REIMBURSEMENT DATE") in an amount in Dollars and in same day funds equal to the amount of such honored drawing; PROVIDED provided that, anything contained in this Agreement to the contrary notwithstanding, (i) unless Company shall have notified Administrative Agent and such Issuing Lender prior to 11:00 A.M. 1:00 P.M. (Chicago timeEastern Standard Time) on the Reimbursement Date date such drawing is honored that Company intends to reimburse such Issuing Lender for the amount of such honored drawing with funds other than the proceeds of Working Capital Revolving Loans, Company shall be deemed to have given a timely Notice of Borrowing to Administrative Agent requesting Lenders to make Working Capital Revolving Loans that are Base Rate Loans on the Reimbursement Date in an amount in Dollars equal to the amount of such honored drawing and (ii) subject to satisfaction or waiver of the conditions specified in subsection 4.44.2B, Working Capital Lenders shall, on the Reimbursement Date, make Working Capital Revolving Loans that are Base Rate Loans in the amount of such honored drawing, the proceeds of which shall be applied directly by Administrative Agent to reimburse such Issuing Lender for the amount of such honored drawing; and PROVIDEDprovided, FURTHER further that if for any reason proceeds of Working Capital Revolving Loans are not received by such Issuing Lender on the Reimbursement Date in an amount equal to the amount of such honored drawing, Company shall reimburse such Issuing Lender, on demand, but no earlier than one Business Day following the Reimbursement Date, in an amount in same day funds equal to the excess of the amount of such honored drawing over the aggregate amount of such Working Capital Revolving Loans, if any, which are so received. Nothing in this subsection 3.3B shall be deemed to relieve any Working Capital Lender from its obligation to make Working Capital Revolving Loans on the terms and conditions set forth in this Agreement, and Company shall retain any and all rights it may have against any Working Capital Lender resulting from the failure of such Lender to make such Working Capital Revolving Loans under this subsection 3.3B.

Reimbursement by Company of Amounts Paid Under Letters of Credit. In the event an Issuing Lender has determined to honor a drawing under a Letter of Credit issued by it, such Issuing Lender shall immediately notify Company and Administrative Agent of the date payment thereunder shall be made (the "Reimbursement Date")Agent, and Company shall reimburse such Issuing Lender on or before the Reimbursement Date Business Day immediately following the date on which such drawing is honored (the "REIMBURSEMENT DATE") in an amount in Dollars (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 in same day funds equal to the amount of such honored drawing; PROVIDED that, anything contained in this Agreement to the contrary notwithstanding, (i) unless Company shall have notified Administrative Agent and such Issuing Lender prior to 11:00 A.M. (Chicago New York City time) on the Reimbursement Date date such drawing is honored that Company intends to reimburse such Issuing Lender for the amount of such honored drawing with funds other than the proceeds of Working Capital Revolving Loans, Company shall be deemed to have given a timely Notice of Borrowing to Administrative Agent requesting Lenders to make Working Capital Revolving Loans that are Base Rate Loans on the Reimbursement Date in an amount in Dollars (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) equal to the amount of such honored drawing and (ii) subject to satisfaction or waiver of the conditions specified in subsection 4.44.2B, Working Capital Lenders shall, on the Reimbursement Date, make Working Capital Revolving Loans that are Base Rate Loans in the amount of such honored drawing, the proceeds of which shall be applied directly by Administrative Agent to reimburse such Issuing Lender for the amount of such honored drawing; and PROVIDED, FURTHER that if for any reason proceeds of Working Capital Revolving Loans are not received by such Issuing Lender on the Reimbursement Date in an amount equal to the amount of such honored drawing, Company shall reimburse such Issuing Lender, on demand, but no earlier than one Business Day following the Reimbursement Date, in an amount in same day funds equal to the excess of the amount of such honored drawing over the aggregate amount of such Working Capital Revolving Loans, if any, which are so received. Nothing in this subsection 3.3B shall be deemed to relieve any Working Capital Lender from its obligation to make Working Capital Revolving Loans on the terms and conditions set forth in this Agreement, and Company shall retain any and all rights it may have against any Working Capital Lender resulting from the failure of such Lender to make such Working Capital Revolving Loans under this subsection 3.3B.

Reimbursement by Company of Amounts Paid Under Letters of Credit. In the event an the Issuing Lender has determined to honor a drawing under a Letter of Credit issued by it, such the Issuing Lender shall immediately notify Company and Administrative Agent of the date payment thereunder shall be made (the "Reimbursement Date")Agent, and Company shall reimburse such the Issuing Lender on or before the Reimbursement Date Business Day immediately following the date on which such drawing is honored (the "REIMBURSEMENT DATE") in an amount in Dollars (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 in same day funds equal to the amount of such honored drawing; PROVIDED that, anything contained in this Agreement to the contrary notwithstanding, (i) unless Company shall have notified Administrative Agent and such the Issuing Lender prior to 11:00 10:00 A.M. (Chicago Los Angeles time) on the Reimbursement Date date such drawing is honored that Company intends to reimburse such the Issuing Lender for the amount of such honored drawing with funds other than the proceeds of Working Capital Revolving Loans, Company shall be deemed to have given a timely Notice of Borrowing to Administrative Agent requesting Lenders to make Working Capital Revolving Loans that are Base Rate Loans on the Reimbursement Date in an amount in Dollars (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) equal to the amount of such honored drawing and (ii) subject to satisfaction or waiver of the conditions specified in subsection 4.44.3B, Working Capital Lenders shall, on the Reimbursement Date, make Working Capital Revolving Loans that are Base Rate Loans in the amount of such honored drawing, the proceeds of which shall be applied directly by Administrative Agent to reimburse such the Issuing Lender for the amount of such honored drawing; and PROVIDED, FURTHER that if for any reason proceeds of Working Capital Revolving Loans are not received by such the Issuing Lender on the Reimbursement Date in an amount equal to the amount of such honored drawing, Company shall reimburse such the Issuing Lender, on demand, but no earlier than one Business Day following the Reimbursement Date, in an amount in same day funds equal to the excess of the amount of such honored drawing over the aggregate amount of such Working Capital Revolving Loans, if any, which are so received. Nothing in this subsection 3.3B shall be deemed to relieve any Working Capital Lender from its obligation to make Working Capital Revolving Loans on the terms and conditions set forth in this Agreement, and Company shall retain any and all rights it may have against any Working Capital Lender resulting from the failure of such Lender to make such Working Capital Revolving Loans under this subsection 3.3B.

Reimbursement by Company of Amounts Paid Under Letters of Credit. In the event If an Issuing Lender has determined to honor a drawing under a Letter of Credit issued by it, such Issuing Lender shall immediately notify Company and US Administrative Agent of the date payment thereunder shall be made (the "Reimbursement Date")Agent, and Company shall reimburse such Issuing Lender on or before the Reimbursement Date Business Day immediately following the date on which such drawing is honored (the "REIMBURSEMENT DATE") in an amount in US Dollars and in same day funds equal to the amount of such honored drawingdrawing (which amount, in the case of a drawing under a Letter of Credit which is denominated in a currency other than US Dollars, shall be calculated by reference to the applicable Exchange Rate on the date such drawing is honored); PROVIDED provided that, notwithstanding anything contained in this Agreement to the contrary notwithstandingcontrary, (i) unless Company shall have notified US Administrative Agent and such Issuing Lender prior to 11:00 A.M. (Chicago New York City time) on the Reimbursement Date date such drawing is honored that Company intends to reimburse such Issuing Lender for the amount of such honored drawing with funds other than the proceeds of Working Capital US Tranche Revolving Loans, Company shall be deemed to have given a timely Notice of Borrowing to US Administrative Agent requesting Lenders to make Working Capital US Tranche Revolving Loans that are Base Rate Loans on the Reimbursement Date in an amount in US Dollars equal to the amount of such honored drawing (which amount, in the case of a payment under a Letter of Credit which is denominated in a currency other than US 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 conditions specified in subsection 4.44.2B, Working Capital Lenders having a US Tranche Revolving Loan Commitment shall, on the Reimbursement Date, make Working Capital US Tranche Revolving Loans that are Base Rate Loans in the amount of such honored drawing, the proceeds of which shall be applied directly by US Administrative Agent to reimburse such Issuing Lender for the amount of such honored drawing; and PROVIDEDprovided, FURTHER further, that if for any reason proceeds of Working Capital US Tranche Revolving Loans are not received by such Issuing Lender on the Reimbursement Date in an amount equal to the amount of such honored drawing, Company shall reimburse such Issuing Lender, on demand, but no earlier than one Business Day following the Reimbursement Date, in an amount in same day funds equal to the excess of the amount of such honored drawing over the aggregate amount of such Working Capital US Tranche Revolving Loans, if any, which that are so received. Nothing in this subsection 3.3B shall be deemed to relieve any Working Capital Lender having a US Tranche Revolving Loan Commitment from its obligation to make Working Capital US Tranche Revolving Loans on the terms and conditions set forth in this Agreement, and Company shall retain any and all rights it may have against any Working Capital Lender having a US Tranche Revolving Loan Commitment resulting from the failure of such Lender to make such Working Capital US Tranche Revolving Loans under this subsection 3.3B.

Reimbursement by Company of Amounts Paid Under Letters of Credit. In the event an Issuing Lender has determined to honor a drawing under a Letter of Credit issued by it, such Issuing Lender shall immediately promptly notify Company and Administrative Agent of the date payment thereunder shall be made (the "Reimbursement Date")Agent, and Company shall reimburse such Issuing Lender on or before the Reimbursement Date Business Day immediately following the date on which such drawing is honored (the "REIMBURSEMENT DATE") in an amount in Dollars the Applicable Currency and in same day funds Same Day Funds equal to the amount of such honored drawing; PROVIDED that, anything contained in this Agreement to the contrary notwithstanding, (i) unless Company shall have notified Administrative Agent and such Issuing Lender prior to 11:00 10:00 A.M. (Chicago New York City time) on the Reimbursement Date date such drawing is honored that Company intends to reimburse such Issuing Lender for the amount of such honored drawing with funds other than the proceeds of Working Capital Revolving Loans, Company shall be deemed to have given a timely Notice of Borrowing to Administrative Agent requesting Lenders to make Working Capital Revolving Loans that are Base Rate Loans or in the case of Letters of Credit denominated in an Offshore Currency, to make Revolving Loans that are Offshore Rate Loans in the Applicable Currency on the Reimbursement Date in an amount in Dollars equal to the amount of such honored drawing and (ii) subject to satisfaction or waiver of the conditions specified in subsection 4.44.2B, Working Capital Lenders shall, on the Reimbursement Date, make Working Capital Revolving Loans that are Base Rate Loans or Revolving Loans that are Offshore Rate Loans in the Applicable Currency in the amount of such honored drawing, the proceeds of which shall be applied directly by Administrative Agent to reimburse such Issuing Lender for the amount of such honored drawing; and PROVIDED, FURTHER that if for any reason proceeds of Working Capital Revolving Loans are not received by such Issuing Lender on the Reimbursement Date in an amount equal to the amount of such honored drawing, Company shall reimburse such Issuing Lender, on demand, but no earlier than one Business Day following the Reimbursement Date, in an amount in same day funds Same Day Funds and in the Applicable Currency equal to the excess of the amount of such honored drawing over the aggregate amount of such Working Capital Revolving Loans, if any, which are so received. Nothing in this subsection 3.3B shall be deemed to relieve any Working Capital Lender from its obligation to make Working Capital Revolving Loans on the terms and conditions set forth in this Agreement, and Company shall retain any and all rights it may have against any Working Capital Lender resulting from the failure of such Lender to make such Working Capital Revolving Loans under this subsection 3.3B.

Reimbursement by Company of Amounts Paid Under Letters of Credit. In the event an the Issuing Lender has determined to honor a drawing under a Letter of Credit issued by it, such the Issuing Lender shall immediately notify Company, and Company and Administrative Agent of shall reimburse the Issuing Lender on or before the Business Day immediately following the date payment thereunder shall be made on which such drawing is honored (the "Reimbursement Date"), and Company shall reimburse such Issuing Lender on the Reimbursement Date ) in an amount in Dollars (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 in same day funds equal to the amount of such honored drawing; PROVIDED provided that, anything contained in this Agreement to the contrary notwithstanding, (i) unless Company shall have notified Administrative Agent and such the Issuing Lender prior to 11:00 10:00 A.M. (Chicago San Francisco time) on the Reimbursement Date date such drawing is honored that Company intends to reimburse such the Issuing Lender for the amount of such honored drawing with funds other than the proceeds of Working Capital Revolving Dollar Loans, Company shall be deemed to have given a timely Notice of Borrowing to Administrative Agent requesting Lenders to make Working Capital Revolving Dollar Loans that are Base Rate Loans on the Reimbursement Date in an amount in Dollars (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) equal to the amount of such honored drawing and (ii) subject to satisfaction or waiver of the conditions specified in subsection 4.44.2B, Working Capital Lenders shall, on the Reimbursement Date, make Working Capital Revolving Dollar Loans that are Base Rate Loans in the amount of such honored drawing, the proceeds of which shall be applied directly by Administrative Agent to reimburse such the Issuing Lender for the amount of such honored drawing; and PROVIDEDprovided, FURTHER further that if for any reason proceeds of Working Capital Revolving Dollar Loans are not received by such the Issuing Lender on the Reimbursement Date in an amount equal to the amount of such honored drawing, Company shall reimburse such the Issuing Lender, on demand, but no earlier than one Business Day following the Reimbursement Date, in an amount in same day funds equal to the excess of the amount of such honored drawing over the aggregate amount of such Working Capital Revolving Dollar Loans, if any, which are so received. Nothing in this subsection 3.3B shall be deemed to relieve any Working Capital Lender from its obligation to make Working Capital Revolving Dollar Loans on the terms and conditions set forth in this Agreement, and Company shall retain any and all rights it may have against any Working Capital Lender resulting from the failure of such Lender to make such Working Capital Revolving Dollar Loans under this subsection 3.3B.

Reimbursement by Company of Amounts Paid Under Letters of Credit. In the event an Issuing Lender has determined to honor a drawing under a Letter of Credit issued by it, such 45 Credit Agreement Issuing Lender shall immediately notify Company and Administrative Agent of the date payment thereunder shall be made (the "Reimbursement Date")Agent, and Company shall reimburse such Issuing Lender on or before the Business Day immediately following the date on which such drawing is honored (the “Reimbursement Date Date”) in an amount in Dollars (which amount, in the case of a payment 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 in same day funds equal to the amount of such honored drawingpayment; PROVIDED provided that, anything contained in this Agreement to the contrary notwithstanding, (i) unless Company shall have notified Administrative Agent and such Issuing Lender prior to 11:00 10:00 A.M. (Chicago California time) on the Reimbursement Date date such drawing is honored that Company intends to reimburse such Issuing Lender for the amount of such honored drawing payment with funds other than the proceeds of Working Capital Revolving Loans, Company shall be deemed to have given a timely Notice of Borrowing to Administrative Agent requesting Revolving Lenders to make Working Capital Revolving Loans that are Base Rate Loans on the Reimbursement Date in an amount in Dollars (which amount, in the case of a payment under a Letter of Credit which is denominated in a currency other than Dollars, shall be calculated by reference to the applicable Exchange Rate) equal to the amount of such honored drawing payment and (ii) subject to satisfaction or waiver of the conditions specified in subsection 4.44.2C, Working Capital Revolving Lenders shall, on the Reimbursement Date, make Working Capital Revolving Loans that are Base Rate Loans in the amount of such honored drawingpayment, the proceeds of which shall be applied directly by Administrative Agent to reimburse such Issuing Lender for the amount of such honored drawingpayment; and PROVIDEDprovided, FURTHER further that if for any reason proceeds of Working Capital Revolving Loans are not received by such Issuing Lender on the Reimbursement Date in an amount equal to the amount of such honored drawingpayment, Company shall reimburse such Issuing Lender, on demand, but no earlier than one Business Day following the Reimbursement Date, in an amount in same day funds equal to the excess of the amount of such honored drawing payment over the aggregate amount of such Working Capital Revolving Loans, if any, which are so received. Nothing in this subsection 3.3B shall be deemed to relieve any Working Capital Revolving Lender from its obligation to make Working Capital Revolving Loans on the terms and conditions set forth in this Agreement, and Company shall retain any and all rights it may have against any Working Capital Revolving Lender resulting from the failure of such Revolving Lender to make such Working Capital Revolving Loans under this subsection 3.3B.

Reimbursement by Company of Amounts Paid Under Letters of Credit. In the event an Issuing Lender has determined to honor a drawing under a Letter of Credit issued by it, such Issuing Lender shall immediately notify Company and Administrative Agent of the date payment thereunder shall be made (the "Reimbursement Date")Agent, and Company shall reimburse such Issuing Lender on or before the Reimbursement Date Business Day immediately following the date on which such drawing is honored (the "REIMBURSEMENT DATE") in an amount in Dollars and in same day funds equal to the amount of such honored drawing; PROVIDED provided that, anything contained in this Agreement to the contrary notwithstanding, (i) unless Company shall have notified Administrative Agent and such Issuing Lender prior to 11:00 10:00 A.M. (Chicago New York City time) on the Reimbursement Date date such drawing is honored that Company intends to reimburse such Issuing Lender for the amount of such honored drawing with funds other than the proceeds of Working Capital Revolving Loans, Company shall be deemed to have given a timely Notice of Borrowing to Administrative Agent requesting Lenders to make Working Capital Revolving Loans that are Base Rate Loans on the Reimbursement Date in an amount in Dollars equal to the amount of such honored drawing and (ii) subject to satisfaction or waiver of the conditions specified in subsection 4.44.2B, Working Capital Lenders shall, on the Reimbursement Date, make Working Capital Revolving Loans that are Base Rate Loans in the amount of such honored drawing, the proceeds of which shall be applied directly by Administrative Agent to reimburse such Issuing Lender for the amount of such honored drawing; and PROVIDEDprovided, FURTHER further that if for any reason proceeds of Working Capital Revolving Loans are not received by such Issuing Lender on the Reimbursement Date in an amount equal to the amount of such honored drawing, Company shall reimburse such Issuing Lender, on demand, but no earlier than one Business Day following the Reimbursement Date, in an amount in same day funds equal to the excess of the amount of such honored drawing over the aggregate amount of such Working Capital Revolving Loans, if any, which are so received. Nothing in this subsection 3.3B shall be deemed to relieve any Working Capital Lender from its obligation to make Working Capital Revolving Loans on the terms and conditions set forth in this Agreement, and Company shall retain any and all rights it may have against any Working Capital Lender resulting from the failure of such Lender to make such Working Capital Revolving Loans under this subsection 3.3B.

Reimbursement by Company of Amounts Paid Under Letters of Credit. In the event an Issuing Lender has determined to honor a drawing under a Letter of Credit issued by it, such Issuing Lender shall immediately notify Company and Administrative Agent of the date payment thereunder shall be made (the "Reimbursement Date")Agent, and Company shall reimburse such Issuing Lender on or before the Reimbursement Date Business Day immediately following the date on which such drawing is honored (the "REIMBURSEMENT DATE") in an amount in Dollars (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 in same day funds equal to the amount of such honored drawing; PROVIDED that, anything contained in this Agreement to the contrary notwithstanding, (i) unless Company shall have notified Administrative Agent and such Issuing Lender prior to 11:00 A.M. (Chicago New York City time) on the Reimbursement Date date such drawing is honored that Company intends to reimburse such Issuing Lender for the amount of such honored drawing with funds other than the proceeds of Working Capital Revolving Loans, Company shall be deemed to have given a timely Notice of Borrowing to Administrative Agent requesting Revolving Lenders to make Working Capital Revolving Loans that are Base Rate Loans on the Reimbursement Date in an amount in Dollars (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) equal to the amount of such honored drawing and (ii) subject to satisfaction or waiver of the conditions specified in subsection 4.44.2B, Working Capital Revolving Lenders shall, on the Reimbursement Date, make Working Capital Revolving Loans that are Base Rate Loans in the amount of such honored drawing, the proceeds of which shall be applied directly by Administrative Agent to reimburse such Issuing Lender for the amount of such honored drawing; and PROVIDED, FURTHER that if for any reason proceeds of Working Capital Revolving Loans are not received by such Issuing Lender on the Reimbursement Date in an amount equal to the amount of such honored drawing, Company shall reimburse such Issuing Lender, on demand, but no earlier than one Business Day following the Reimbursement Date, in an amount in same day funds equal to the excess of the amount of such honored drawing over the aggregate amount of such Working Capital Revolving Loans, if any, which are so received. Nothing in this subsection 3.3B shall be deemed to relieve any Working Capital Revolving Lender from its obligation to make Working Capital Revolving Loans on the terms and conditions set forth in this Agreement, and Company shall retain any and all rights it may have against any Working Capital Revolving Lender resulting from the failure of such Revolving Lender to make such Working Capital Revolving Loans under this subsection 3.3B.

Reimbursement by Company of Amounts Paid Under Letters of Credit. In the event an Issuing Lender has determined to honor a drawing under a Letter of Credit issued by it, such Issuing Lender shall immediately notify Company and Administrative Agent of the date payment thereunder shall be made (the "Reimbursement Date")Agent, and Company shall reimburse such Issuing Lender on or before the Business Day immediately following the date on which such drawing is honored (the “Reimbursement Date Date”) in an amount in Dollars (which amount, in the case of a payment under a Letter of Credit which is denominated in a currency other than Dollars, shall be calculated by reference to the applicable Exchange Rate) or, at the option of such Issuing Lender, in the case of a Letter of Credit denominated in a currency other than Dollars, in such other currency and in same day funds equal to the amount of such honored drawingpayment; PROVIDED provided that, anything contained in this Agreement to the contrary notwithstanding, (i) unless Company shall have notified Administrative Agent and such Issuing Lender prior to 11:00 A.M. 1:00 P.M. (Chicago New York City time) on the Reimbursement Date date such drawing is honored that Company intends to reimburse such Issuing Lender for the amount of such honored drawing payment with funds other than the proceeds of Working Capital Revolving Loans, Company shall be deemed deemed, to have given a timely Notice of Borrowing to Administrative Agent requesting Revolving Lenders to make Working Capital Revolving Loans that are Base Rate Loans on the Reimbursement Date in an amount in Dollars (which amount, in the case of a payment under a Letter of Credit which is denominated in a currency other than Dollars, shall be calculated by reference to the applicable Exchange Rate) equal to the amount of such honored drawing payment and (ii) subject to satisfaction or waiver of the conditions specified in subsection 4.44.2B, Working Capital Revolving Lenders shall, on the Reimbursement Date, make Working Capital Revolving Loans that are Base Rate Loans in the amount of such honored drawingpayment, the proceeds of which shall be applied directly by Administrative Agent to reimburse such Issuing Lender for the amount of such honored drawingpayment; and PROVIDEDprovided, FURTHER further that if for any reason proceeds of Working Capital Revolving Loans are not received by such Issuing Lender on the Reimbursement Date in an amount equal to the amount of such honored drawing, payment. Company shall reimburse such Issuing Lender, on demand, but no earlier than one Business Day following the Reimbursement Date, in an amount in same day funds equal to the excess of the amount of such honored drawing payment over the aggregate amount of such Working Capital Revolving Loans, if any, which are so received. Nothing in this subsection 3.3B shall be deemed to relieve any Working Capital Revolving Lender from its obligation to make Working Capital Revolving Loans on the terms and conditions set forth in this Agreement, and Company shall retain any and all rights it may have against any Working Capital Revolving Lender resulting from the failure of such Revolving Lender to make such Working Capital Revolving Loans under this subsection 3.3B.

Reimbursement by Company of Amounts Paid Under Letters of Credit. In the event an the Issuing Lender has determined to honor a drawing under a Letter of Credit issued by it, such the Issuing Lender shall immediately notify Company the Borrower for whose account the Letter of Credit was issued and Administrative Agent of Agent. and such Borrower shall reimburse the date payment thereunder shall be made Issuing Lender on or before the Business Day on which such drawing is honored and such notice is received (the "Reimbursement Date"), and Company shall reimburse such Issuing Lender on the Reimbursement Date ) in an amount in Dollars and in same day funds equal to the amount of such honored drawing; PROVIDED provided that, anything contained in this Agreement to the contrary notwithstanding, (i) unless Company such Borrower shall have notified Administrative Agent and such Issuing Lender prior to 11:00 A.M. 10:00 a.m. (Chicago San Francisco time) on the Reimbursement Date date such drawing is honored that Company such Borrower intends to reimburse such the Issuing Lender for the amount of such honored drawing with funds other than the proceeds of Working Capital Revolving Loans, Company such Borrower shall be deemed to have given a timely Notice of Borrowing to Administrative Agent requesting Lenders to make Working Capital Revolving Loans that are Base Rate Loans on the Reimbursement Date in an amount in Dollars equal to the amount of such honored drawing and (ii) subject to satisfaction or waiver of the conditions specified in subsection 4.44.2B, Working Capital Revolving Lenders shall, on the Reimbursement Date, make Working Capital Revolving Loans that are Base Rate Loans in the amount of such honored drawing, the proceeds of which shall be applied directly by Administrative Agent to reimburse such the Issuing Lender for the amount of such honored drawing; and PROVIDEDprovided, FURTHER further that if for any reason proceeds of Working Capital Revolving Loans are not received by such the Issuing Lender on the Reimbursement Date in an amount equal to the amount of such honored drawing, Company such Borrower shall reimburse such the Issuing Lender, on demand, but no earlier than one Business Day following the Reimbursement Date, in an amount in same day funds equal to the excess of the amount of such honored drawing over the aggregate amount of such Working Capital Revolving Loans, if any, which are so received. Nothing in this subsection 3.3B shall be deemed to relieve any Working Capital Revolving Lender from its obligation to make Working Capital Revolving Loans on the terms and conditions set forth in this Agreement, and Company the applicable Borrower shall retain any and all rights it may have against any Working Capital Revolving Lender resulting from the failure of such Lender to make such Working Capital Revolving Loans under this subsection 3.3B.

Reimbursement by Company of Amounts Paid Under Letters of Credit. In the event an Issuing Lender has determined to honor a drawing under a Letter of Credit issued by it, such Issuing Lender shall immediately notify Company and Administrative Agent of the date payment thereunder shall be made (the "Reimbursement Date")Agent, and Company shall reimburse such Issuing Lender on or before the Business Day immediately following the date on which such drawing is honored (the "Reimbursement Date Date") in an amount in Dollars (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 in same day funds equal to the amount of such honored drawing; PROVIDED provided that, anything contained in this Agreement to the contrary notwithstanding, (i) unless Company shall have notified Administrative Agent and such Issuing Lender prior to 11:00 10:00 A.M. (Chicago New York City time) on the Reimbursement Date date such drawing is honored that Company intends to reimburse such Issuing Lender for the amount of such honored drawing with funds other than the proceeds of Working Capital Revolving Loans, Company shall be deemed to have given a timely Notice of Borrowing to Administrative Agent requesting Lenders to make Working Capital Revolving Loans that are Base Rate Loans on the Reimbursement Date in an amount in Dollars (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) equal to the amount of such honored drawing and (ii) subject to satisfaction or waiver of the conditions specified in subsection 4.44.2B, Working Capital Lenders shall, on the Reimbursement Date, make Working Capital Revolving Loans that are Base Rate Loans in the amount of REVOLVING LOAN CREDIT AGREEMENT EXECUTION 70 78 such honored drawing, the proceeds of which shall be applied directly by Administrative Agent to reimburse such Issuing Lender for the amount of such honored drawing; and PROVIDEDprovided, FURTHER further that if for any reason proceeds of Working Capital Revolving Loans are not received by such Issuing Lender on the Reimbursement Date in an amount equal to the amount of such honored drawing, Company shall reimburse such Issuing Lender, on demand, but no earlier than one Business Day following the Reimbursement Date, in an amount in same day funds equal to the excess of the amount of such honored drawing over the aggregate amount of such Working Capital Revolving Loans, if any, which are so received. Nothing in this subsection 3.3B shall be deemed to relieve any Working Capital Lender from its obligation to make Working Capital Revolving Loans on the terms and conditions set forth in this Agreement, and Company shall retain any and all rights it may have against any Working Capital Lender resulting from the failure of such Lender to ato make such Working Capital Revolving Loans under this subsection 3.3B.

Reimbursement by Company of Amounts Paid Under Letters of Credit. In the event an Issuing Lender has determined to honor a drawing under a Letter of Credit issued by it, such Issuing Lender shall immediately notify Company and Administrative Agent of the date payment thereunder shall be made (the "Reimbursement Date")Agent, and Company shall reimburse such Issuing Lender on or before the Business Day immediately following the date on which such drawing is honored (the "Reimbursement Date Date") in an amount in Dollars and in same day funds equal to the amount of such honored drawingpayment; PROVIDED provided that, anything contained in this Agreement to the contrary notwithstanding, (i) unless Company shall have notified Administrative Agent and such Issuing Lender prior to 11:00 10:00 A.M. (Chicago New York City time) on the Reimbursement Date date such drawing is honored that Company intends to reimburse such Issuing Lender for the amount of such honored drawing payment with funds other than the proceeds of Working Capital Revolving Loans, Company Agent shall be deemed to have given a timely Notice of Borrowing to Administrative Agent requesting request Revolving Lenders to make Working Capital Revolving Loans that are Base Rate Loans on the Reimbursement Date in an amount in Dollars equal to the amount of such honored drawing and Company agrees that the Revolving Loans under this subsection 3.3B shall be treated as Revolving Loans for all purposes hereunder and (ii) subject to satisfaction or waiver of the conditions specified in subsection 4.44.2B, Working Capital Revolving Lenders shall, on the Reimbursement Date, make Working Capital Revolving Loans that are Base Rate Loans in the amount of such honored drawingpayment, the proceeds of which shall be applied directly by Administrative Agent to reimburse such Issuing Lender for the amount of such honored drawingpayment; and PROVIDEDprovided, FURTHER further that if for any reason proceeds of Working Capital Revolving Loans are not received by such Issuing Lender on the Reimbursement Date in an amount equal to the amount of such honored drawingpayment, Company shall reimburse such Issuing Lender, on demand, but no earlier than one Business Day following the Reimbursement Date, in an amount in same day funds equal to the excess of the amount of such honored drawing payment over the aggregate amount of such Working Capital Revolving Loans, if any, which are so received. Nothing in this subsection 3.3B shall be deemed to relieve any Working Capital Revolving Lender from its obligation to make Working Capital Revolving Loans on the terms and conditions set forth in this Agreement, and Company shall retain any and all rights it may have against any Working Capital Revolving Lender resulting from the failure of such Revolving Lender to make such Working Capital Revolving Loans under this subsection 3.3B.3.

Reimbursement by Company of Amounts Paid Under Letters of Credit. In the event an Issuing Lender has determined to honor a drawing under a Letter of Credit issued by it, such Issuing Lender shall immediately notify Company and Administrative Agent of the date payment thereunder shall be made (the "Reimbursement Date")Agent, and Company shall reimburse such Issuing Lender on or before the Reimbursement Date Business Day immediately following the date on which such drawing is honored (the "REIMBURSEMENT DATE") in an amount in Dollars and in same day funds equal to the amount of such honored drawing; PROVIDED provided that, anything contained -------- in this Agreement to the contrary notwithstanding, (i) unless Company shall have notified Administrative Agent and such Issuing Lender prior to 11:00 A.M. (Chicago Charlotte, NC time) on the Reimbursement Date date such drawing is honored that Company intends to reimburse such Issuing Lender for the amount of such honored drawing with funds other than the proceeds of Working Capital Revolving Loans, Company shall be deemed to have given a timely Notice of Borrowing to Administrative Agent requesting Lenders to make Working Capital Revolving Loans that are Base Rate Loans on the Reimbursement Date in an amount in Dollars equal to the amount of such honored drawing and (ii) subject to satisfaction or waiver of the conditions specified in subsection 4.44.2B, Working Capital Lenders shall, on the Reimbursement Date, make Working Capital Revolving Loans that are Base Rate Loans in the amount of such honored drawing, the proceeds of which shall be applied directly by Administrative Agent to reimburse such Issuing Lender for the amount of such honored drawing; and PROVIDEDprovided, FURTHER further that if for any reason -------- ------- proceeds of Working Capital Revolving Loans are not received by such Issuing Lender on the Reimbursement Date in an amount equal to the amount of such honored drawing, Company shall reimburse such Issuing Lender, on demand, but no earlier than one Business Day following the Reimbursement Date, in an amount in same day funds equal to the excess of the amount of such honored drawing over the aggregate amount of such Working Capital Revolving Loans, if any, which are so received. Nothing in this subsection 3.3B shall be deemed to relieve any Working Capital Lender from its obligation to make Working Capital Revolving Loans on the terms and conditions set forth in this Agreement, and Company shall retain any and all rights it may have against any Working Capital Lender resulting from the failure of such Lender to make such Working Capital Revolving Loans under this subsection 3.3B.

Reimbursement by Company of Amounts Paid Under Letters of Credit. In the event an Issuing Lender has determined to honor a drawing under a Letter of Credit issued by it, such Issuing Lender shall immediately notify Company and Administrative Agent of the date payment thereunder shall be made (the "Reimbursement Date")Agent, and Company shall reimburse such Issuing Lender on or before the Reimbursement Date Business Day immediately following the date on which such drawing is honored (the "REIMBURSEMENT DATE") in an amount in Dollars and in same day funds equal to the amount of such honored drawing; PROVIDED provided that, anything contained in this Agreement to the contrary notwithstanding, (i) unless Company shall have notified Administrative Agent and such Issuing Lender prior to 11:00 10:00 A.M. (Chicago New York City time) on the Reimbursement Date date such drawing is honored that Company intends to reimburse such Issuing Lender for the amount of such honored drawing with funds other than the proceeds of Working Capital Revolving Loans, Company shall be deemed to have given a timely Notice of Borrowing to Administrative Agent requesting Lenders to make Working Capital Revolving Loans that are Base Rate Loans on the Reimbursement Date in an amount in Dollars equal to the amount of such honored drawing and (ii) subject to satisfaction or waiver of the conditions specified in subsection 4.44.2B, Working Capital Lenders shall, on the Reimbursement Date, make Working Capital Revolving Loans that are Base 110 119 Rate Loans in the amount of such honored drawing, the proceeds of which shall be applied directly by Administrative Agent to reimburse such Issuing Lender for the amount of such honored drawing; and PROVIDEDprovided, FURTHER further that if for any reason proceeds of Working Capital Revolving Loans are not received by such Issuing Lender on the Reimbursement Date in an amount equal to the amount of such honored drawing, Company shall reimburse such Issuing Lender, on demand, but no earlier than one Business Day following the Reimbursement Date, in an amount in same day funds equal to the excess of the amount of such honored drawing over the aggregate amount of such Working Capital Revolving Loans, if any, which are so received. Nothing in this subsection 3.3B shall be deemed to relieve any Working Capital Lender from its obligation to make Working Capital Revolving Loans on the terms and conditions set forth in this Agreement, and Company shall retain any and all rights it may have against any Working Capital Lender resulting from the failure of such Lender to make such Working Capital Revolving Loans under this subsection 3.3B.

Reimbursement by Company of Amounts Paid Under Letters of Credit. In the event an Issuing Lender has determined to honor a drawing under a Letter of Credit issued by it, such Issuing Lender shall immediately notify Company and Administrative Agent of the date payment thereunder shall be made (the "Reimbursement Date")Agent, and Company shall reimburse such Issuing Lender not later than 11:00 A.M. (New York City time) on the Business Day immediately following the date of any payment by such Issuing Lender under a Letter of Credit (a “Reimbursement Date Date”) in an amount in Dollars and in same day funds equal to the amount of such honored drawingpayment; PROVIDED provided that, anything contained in this Agreement to the contrary notwithstanding, (i) unless Company shall have notified Administrative Agent and such Issuing Lender prior to 11:00 A.M. 1:00 P.M. (Chicago New York City time) on the applicable Reimbursement Date that Company intends to reimburse such Issuing Lender for the amount of such honored drawing payment with funds other than the proceeds of Working Capital Revolving Loans, Company shall be deemed to have given a timely Notice of Borrowing to Administrative Agent requesting Revolving Lenders to make Working Capital Revolving Loans that are Base Rate Loans on the Reimbursement Date in an amount in Dollars equal to the amount of such honored drawing payment and (ii) subject to satisfaction or waiver of the conditions specified in subsection 4.44.2B (and without regard to the minimum and multiples specified in subsection 2.1B for the principal amount of Base Rate Loans), Working Capital Revolving Lenders shall, not later than 1:00 P.M. (New York City time) on the Reimbursement Date, make Working Capital Revolving Loans that are Base Rate Loans in the amount of such honored drawingpayment, the proceeds of which shall be applied directly by Administrative Agent to reimburse such Issuing Lender for the amount of such honored drawingpayment; and PROVIDEDprovided, FURTHER further that if for any reason proceeds of Working Capital Revolving Loans are not received by such Issuing Lender on the Reimbursement Date in an amount equal to the amount of such honored drawingpayment, Company shall reimburse such Issuing Lender, on demand, but no earlier than one Business Day following the Reimbursement Date, in an amount in same day funds equal to the excess of the amount of such honored drawing payment over the aggregate amount of such Working Capital Revolving Loans, if any, which are so received. In such event, each Revolving Lender’s payment to Administrative Agent for the account of such Issuing Lender pursuant to this subsection 3.3B shall be deemed payment in respect of its participation in such Letter of Credit and shall constitute an advance from such Revolving Lender in satisfaction of its participation obligation under subsection 3.1C. Nothing in this subsection 3.3B shall be deemed to relieve any Working Capital Revolving Lender from its obligation to make Working Capital Revolving Loans on the terms and conditions set forth in this Agreement, and Company shall retain any and all rights it may have against any Working Capital Revolving Lender resulting from the failure of such Revolving Lender to make such Working Capital Revolving Loans under this subsection 3.3B.3.3B. Any notice given by an Issuing Lender or Administrative Agent pursuant to this subsection 3.3B may be given by telephone if immediately confirmed in writing; provided that the lack of such an immediate confirmation shall not affect the conclusiveness or binding effect of such notice.