Common use of Reimbursement Obligation of the Company Clause in Contracts

Reimbursement Obligation of the Company. In the event of any drawing under any Letter of Credit, each Borrower agrees to reimburse (either with the proceeds of a Revolving Credit Loan as provided for in this Section or with funds from other sources), in same day funds in the applicable Permitted Currency in which the Letter of Credit was denominated, the Issuing Lender (for the account of the Several Issuing Lenders in the case of Several Letters of Credit) on each date on which the Issuing Lender notifies the Company of the date and amount of a draft paid under any Letter of Credit issued for the account of such Borrower for the amount of the sum of (a) such draft so paid and (b) any amounts referred to in Section 3.3(c) incurred by the Issuing Lender in connection with such payment. Unless the Company shall immediately notify the Issuing Lender (and in any event within one (1) Business Day of the date the Company received notice from the Issuing Lender) that the applicable Borrower intends to reimburse the Issuing Lender for such drawing from other sources or funds, the Company shall be deemed to have timely given a Notice of Borrowing to the Administrative Agent requesting that the Lenders make a Revolving Credit Loan bearing interest at the Base Rate on such date in a Dollar Amount equal to the amount of (a) such draft so paid and (b) any amounts referred to in Section 3.3(c) incurred by the Issuing Lender in connection with such payment (including, without limitation, any and all costs, fees and other expenses incurred by the Issuing Lender or the Several Issuing Lenders in effecting the payment of any Letter of Credit denominated in an Alternative Currency), and the Revolving Credit Lenders shall make a Revolving Credit Loan bearing interest at the Base Rate in such amount, the proceeds of which shall be applied to reimburse the Issuing Lender and the Several Issuing Lenders, as applicable, for the amount of the related drawing and costs and expenses. Each Revolving Credit Lender acknowledges and agrees that its obligation to fund a Revolving Credit Loan in accordance with this Section to reimburse any draft paid under a Letter of Credit and related drawing costs and expenses provided herein is absolute and unconditional and shall not be affected by any circumstance whatsoever, including, without limitation, non-satisfaction of the conditions set forth in Section 2.4(a) or Article V. If the applicable Borrower has elected to pay the amount of such drawing with funds from other sources and shall fail to reimburse the Issuing Lender or the Several Issuing Lenders, as applicable, as provided above, the unreimbursed amount of such drawing shall bear interest at the rate which would be payable on any outstanding Revolving Credit Loans which are Base Rate Loans which were then overdue from the date such amounts become payable (whether at stated maturity, by acceleration or otherwise) until payment in full.

Reimbursement Obligation of the Company. In the event of any drawing under any Letter of Credit, each Borrower The Company agrees to reimburse (either with the proceeds of a Revolving Credit Loan as provided for in this Section or with funds from other sources), in same day funds in the applicable Permitted Currency in which the Letter of Credit was denominated, the Issuing Lender (for the account of the Several Issuing Lenders in the case of Several Letters of Credit) on each date on which the Issuing Lender or the Administrative Agent notifies the such Company of the date and amount of a draft paid under any Letter of Credit issued for requested by the account of such Borrower Company for the amount of the sum of (aA) such draft so paid and (bB) any amounts referred to in Section 3.3(c) taxes, fees, charges or other costs or expenses incurred by the Issuing Lender in connection with such payment. Unless the Company Each such payment shall immediately notify be made to the Issuing Lender at its address for notices specified herein in the currency in which such Letter of Credit is denominated (and except that, in any event within one (1) Business Day of the date the Company received notice from the Issuing Lender) that the applicable Borrower intends to reimburse the Issuing Lender for such drawing from other sources or funds, the Company shall be deemed to have timely given a Notice of Borrowing to the Administrative Agent requesting that the Lenders make a Revolving Credit Loan bearing interest at the Base Rate on such date in a Dollar Amount equal to the amount of (a) such draft so paid and (b) any amounts referred to in Section 3.3(c) incurred by the Issuing Lender in connection with such payment (including, without limitation, any and all costs, fees and other expenses incurred by the Issuing Lender or the Several Issuing Lenders in effecting the payment case of any Letter of Credit denominated in an Alternative any Foreign Currency), and in the Revolving Credit Lenders shall make a Revolving Credit Loan bearing interest at the Base Rate in event that such amount, the proceeds of which shall be applied payment is not made to reimburse the Issuing Lender and on the Several Issuing Lendersdate of receipt by the Company of such notice, as applicablesuch payment shall be made in Dollars, for in an amount equal to the amount Dollar Equivalent of the related drawing and costs and expenses. Each Revolving Credit Lender acknowledges and agrees that its obligation to fund a Revolving Credit Loan in accordance with this Section to reimburse any draft paid under a Letter of Credit and related drawing costs and expenses provided herein is absolute and unconditional and shall not be affected by any circumstance whatsoever, including, without limitation, non-satisfaction of the conditions set forth in Section 2.4(a) or Article V. If the applicable Borrower has elected to pay the amount of such drawing with funds from other sources payment) and in Same Day Funds. Interest shall fail to reimburse the Issuing Lender or the Several Issuing Lenders, as applicable, as provided above, the unreimbursed amount of such drawing shall bear interest at the rate which would be payable on any outstanding Revolving Credit Loans which are Base Rate Loans which were then overdue and all amounts remaining unpaid by the Company under this Section from the date such amounts become payable (whether at stated maturity, by acceleration or otherwise) until payment in fullfull at the Alternate Base Rate plus 2%. If the Company fails to timely reimburse the Issuing Lender on the date the Company receives the notice referred to in this Section, the Issuing Lender shall promptly notify the Administrative Agent of such failure, and the Company shall be deemed to have timely given a Notice of Borrowing pursuant to Section 2.1 (without regard to the minimum and multiples specified in such Section) to the Administrative Agent requesting the Lenders to make an Alternate Base Rate Loan under the Credit Facility on such date in Dollars in an amount equal to the Dollar Equivalent of the amount of such draft paid, together with any taxes, fees, charges or other costs or expenses incurred by the Issuing Lender and to be reimbursed pursuant to this Section and, regardless of whether or not the conditions precedent specified in Section 4 have been satisfied, the applicable Lenders shall make Alternate Base Rate Loans in such amount, the proceeds of which shall be applied to reimburse the Issuing Lender for the amount of the related drawing and costs and expenses. Any conversion by the Issuing Lender of any payment to be made by the Company in respect of any Letter of Credit denominated in any Foreign Currency into Dollars in accordance with this Section (using the conversion mechanism set forth in the definition of Dollar Equivalent) shall be conclusive and binding upon the Company and the Lenders in the absence of manifest error; provided that upon the request of any Lender, the Issuing Lender shall provide to such Lender a certificate including reasonably detailed information as to the calculation of such conversion. Notwithstanding the foregoing, nothing in this Section shall obligate the Lenders to make such Alternate Base Rate Loans if the making of such Alternate Base Rate Loans would violate the automatic stay under the Bankruptcy Code.

Reimbursement Obligation of the Company. In order to induce the event of any drawing under any Agent to issue, extend and renew each Letter of CreditCredit and the Banks to participate therein, each Borrower the Company hereby agrees to reimburse (either with or pay to the proceeds of a Revolving Credit Loan as provided for in this Section or with funds from other sources)Agent, in same day funds in the applicable Permitted Currency in which the Letter of Credit was denominated, the Issuing Lender (for the account of the Several Issuing Lenders in Agent or (as the case may be) the Banks, with respect to each Letter of Several Letters of CreditCredit issued, extended or renewed by the Agent hereunder, (a) except as otherwise expressly provided in 5.2(b) and (c), on each date on which the Issuing Lender notifies the Company of the date and amount of a that any draft paid presented under any such Letter of Credit issued for the account of such Borrower for the amount of the sum of (a) such draft so paid and (b) any amounts referred to in Section 3.3(c) incurred is honored by the Issuing Lender Agent after the Agent determines that the documents (including any draft) delivered in connection with such payment. Unless presentment are in conformity with such Letter of Credit, or the Company shall immediately notify Agent otherwise makes a payment with respect thereto, (i) the Issuing Lender amount paid by the Agent under or with respect to such Letter of Credit, and (ii) the amount of any taxes, fees, charges or other costs and expenses whatsoever reasonably incurred by the Agent or any Bank in connection with any event within one (1) Business Day payment made by the Agent or any Bank under, or with respect to, such Letter of Credit, other than as a result of the date Agent's or any such Bank's gross negligence or willful misconduct, (b) upon the Company received notice from reduction (but not termination) of the Issuing Lender) that Total Commitment to an amount less than the applicable Borrower intends Maximum Drawing Amount, an amount equal to reimburse the Issuing Lender for such drawing from other sources or fundsdifference, the Company which amount shall be deemed held by the Agent for the benefit of the Banks and the Agent as cash collateral for all Reimbursement Obligations, and (c) upon the termination of the Total Commitment, or the acceleration of the Reimbursement Obligations with respect to have timely given a Notice all Letters of Borrowing to the Administrative Agent requesting that the Lenders make a Revolving Credit Loan bearing interest at the Base Rate on such date in a Dollar Amount accordance with 14, an amount equal to the then Maximum Drawing Amount on all outstanding Letters of Credit, which amount of (a) such draft so paid and (b) any amounts referred to in Section 3.3(c) incurred shall be held by the Issuing Lender in connection with Agent for the benefit of the Banks and the Agent as cash collateral for all Reimbursement Obligations. Each such payment (including, without limitation, shall be made to the Agent at the Agent's Office in immediately available funds. Interest on any and all costs, fees and other expenses incurred amounts remaining unpaid by the Issuing Lender or the Several Issuing Lenders in effecting the payment of Company under this 5.2 at any Letter of Credit denominated in an Alternative Currency), and the Revolving Credit Lenders shall make a Revolving Credit Loan bearing interest at the Base Rate in such amount, the proceeds of which shall be applied to reimburse the Issuing Lender and the Several Issuing Lenders, as applicable, for the amount of the related drawing and costs and expenses. Each Revolving Credit Lender acknowledges and agrees that its obligation to fund a Revolving Credit Loan in accordance with this Section to reimburse any draft paid under a Letter of Credit and related drawing costs and expenses provided herein is absolute and unconditional and shall not be affected by any circumstance whatsoever, including, without limitation, non-satisfaction of the conditions set forth in Section 2.4(a) or Article V. If the applicable Borrower has elected to pay the amount of such drawing with funds from other sources and shall fail to reimburse the Issuing Lender or the Several Issuing Lenders, as applicable, as provided above, the unreimbursed amount of such drawing shall bear interest at the rate which would be payable on any outstanding Revolving Credit Loans which are Base Rate Loans which were then overdue time from the date such amounts become due and payable (whether at as stated maturityin this 5.2, by acceleration or otherwise) until payment in fullfull (whether before or after judgment) shall be payable to the Agent on demand at the rate specified in 4.3 for overdue principal on the Syndicated Loans.

Reimbursement Obligation of the Company. In (a) at the event rate of exchange then available to the Issuing Bank in the interbank market where its foreign currency exchange operations in respect of such Offshore Currency are then being conducted and the Company shall thereafter be required to reimburse the Issuing Bank in Dollars for such Reimbursement Obligation with interest pursuant to subsection 2.9(b) (b) If any draft shall be presented for payment under any Letter of Credit, the Issuing Bank shall promptly notify the Company of the date and amount thereof. If the Issuing Bank notifies the Company prior to 8:30 A.M., San Francisco time, on any Business Day, of any drawing under any Letter of Credit, each Borrower agrees to reimburse (either with the proceeds of a Revolving Credit Loan as provided for issued by it in this Section or with funds from other sources), in same day funds in the applicable Permitted Currency in which the Letter of Credit was denominatedDollars, the Issuing Lender (for the account of the Several Issuing Lenders in the case of Several Letters of Credit) on each date on which Company shall reimburse the Issuing Lender Bank pursuant to subsection 2.9(a) with respect to such drawing on such Business Day. If the Issuing Bank notifies the Company after 8:30 A.M., San Francisco time, on any Business Day of the date and amount of a draft paid any drawing under any Letter of Credit issued for the account of such Borrower for the amount of the sum of (a) such draft so paid and (b) any amounts referred to in Section 3.3(c) incurred by Dollars or, if the Issuing Lender in connection with such payment. Unless Bank notifies the Company shall immediately notify the Issuing Lender (and in on any event within one (1) Business Day of the date the Company received notice from the Issuing Lender) that the applicable Borrower intends to reimburse the Issuing Lender for such any drawing from other sources or fundsunder any Letter of Credit issued in an Offshore Currency, the Company shall be deemed to have timely given a Notice of Borrowing to the Administrative Agent requesting that the Lenders make a Revolving Credit Loan bearing interest at the Base Rate on such date in a Dollar Amount equal to the amount of (a) such draft so paid and (b) any amounts referred to in Section 3.3(c) incurred by the Issuing Lender in connection with such payment (including, without limitation, any and all costs, fees and other expenses incurred by the Issuing Lender or the Several Issuing Lenders in effecting the payment of any Letter of Credit denominated in an Alternative Currency), and the Revolving Credit Lenders shall make a Revolving Credit Loan bearing interest at the Base Rate in such amount, the proceeds of which shall be applied to reimburse the Issuing Lender Bank pursuant to subsection 2.9(a) with respect to such drawing on the next succeeding Business Day and the Several Issuing Lenders, as applicable, for the amount of the related drawing and costs and expenses. Each Revolving Credit Lender acknowledges and agrees that its obligation to fund a Revolving Credit Loan in accordance with this Section to reimburse any draft paid under a Letter of Credit and related drawing costs and expenses provided herein is absolute and unconditional and interest shall not be affected by any circumstance whatsoever, including, without limitation, non-satisfaction of the conditions set forth in Section 2.4(a) or Article V. If the applicable Borrower has elected to pay payable on the amount of such drawing with funds from other sources and shall fail for such period at the rate then applicable to reimburse Base Rate Loans hereunder or, in the case of any such amount due in respect of a Letter of Credit issued in an Offshore Currency, the rate which is equal to the sum of (i) the rate of interest determined by the Issuing Lender or Bank (which determination shall be conclusive absent manifest error) to be the Several cost to the Issuing LendersBank of obtaining such funds for such period, as applicableplus, as provided above(ii) the Applicable Margin for Revolving Offshore Loans in effect at such time. If any amount payable under this subsection is not paid when due, interest shall be payable on such amount from the unreimbursed date such amount of such drawing shall bear interest becomes payable under this subsection until payment in full thereof at the rate which would be payable on any outstanding Revolving Credit Loans which are Base Rate Loans which were then overdue from the date such amounts become payable (whether at stated maturity, by acceleration or otherwise) until payment in fulloverdue.

Reimbursement Obligation of the Company. In the event of any drawing under any Letter of Credit, each Borrower agrees to reimburse (either with the proceeds of a Revolving Credit Loan as provided for in this Section or with funds from other sources), in same day funds fundsSame Day Funds in the applicable Permitted Currency in which the Letter of Credit was denominated, the Issuing Lender (for the account of the Several Issuing Lenders in the case of Several Letters of Credit) on each date on which the Issuing Lender notifies the Company of the date and amount of a draft paid under any Letter of Credit issued for the account of such Borrower for the amount of the sum of (a) such draft so paid and (b) any amounts referred to in Section 3.3(c) incurred by the Issuing Lender in connection with such payment. Unless the Company shall immediately notify the Issuing Lender (and in any event within one (1) Business Day of the date the Company received notice from the Issuing Lender) that the applicable Borrower intends to reimburse the Issuing Lender for such drawing from other sources or funds, the Company shall be deemed to have timely given a Notice of Borrowing to the Administrative Agent requesting that the Lenders make a Revolving Credit Loan bearing interest at the Base Rate on such date in a Dollar Amount equal to the amount of (a) such draft so paid and (b) any amounts referred to in Section 3.3(c) incurred by the Issuing Lender in connection with such payment (including, without limitation, any and all costs, fees and other expenses incurred by the Issuing Lender or the Several Issuing Lenders in effecting the payment of any Letter of Credit denominated in an Alternative Currency), and the Revolving Credit Lenders shall make a Revolving Credit Loan bearing interest at the Base Rate in such amount, the proceeds of which shall be applied to reimburse the Issuing Lender and the Several Issuing Lenders, as applicable, for the amount of the related drawing and costs and expenses. Each Revolving Credit Lender acknowledges and agrees that its obligation to fund a Revolving Credit Loan in accordance with this Section to reimburse any draft paid under a Letter of Credit and related drawing costs and expenses provided herein is absolute and unconditional and shall not be affected by any circumstance whatsoever, including, without limitation, non-satisfaction of the conditions set forth in Section 2.4(a) or Article V. If the applicable Borrower has elected to pay the amount of such drawing with funds from other sources and shall fail to reimburse the Issuing Lender or the Several Issuing Lenders, as applicable, as provided above, the unreimbursed amount of such drawing shall bear interest at the rate which would be payable on any outstanding Revolving Credit Loans which are Base Rate Loans which were then overdue from the date such amounts become payable (whether at stated maturity, by acceleration or otherwise) until payment in full.

Reimbursement Obligation of the Company. In order to --------------------------------------- induce the event of any drawing under any Issuing Bank to issue, extend and renew each Letter of CreditCredit and the Lenders to participate therein, each Borrower the Company hereby agrees to reimburse (either with the proceeds of a Revolving Credit Loan as provided for in this Section or with funds from other sources), in same day funds in the applicable Permitted Currency in which the Letter of Credit was denominated, pay to the Issuing Lender (Bank, for the account of the Several Issuing Lenders in Bank or (as the case may be) the Lenders, with respect to each Letter of Several Letters of CreditCredit issued, extended or renewed by the Issuing Bank hereunder, (a) except as otherwise expressly provided in (S)5.2.1(b), on each date on which the Issuing Lender notifies the Company of the date and amount of a that any draft paid presented under any such Letter of Credit issued for is honored by the account Issuing Bank, or the Issuing Bank otherwise makes a payment with respect thereto, (i) the amount paid by the Issuing Bank under or with respect to such Letter of such Borrower for Credit, and (ii) the amount of the sum of (a) such draft so paid any taxes, fees, charges or other costs and (b) any amounts referred to in Section 3.3(c) expenses whatsoever incurred by the Issuing Bank or any Lender in connection with such payment. Unless the Company shall immediately notify any payment made by the Issuing Bank or any Lender under, or with respect to, such Letter of Credit, and (and in any event within one (1b) Business Day upon the termination of the date Total Revolving Commitment, or the Company received notice from acceleration of the Issuing Lender) that Reimbursement Obligations with respect to all Letters of Credit in accordance with (S)14, an amount equal to the applicable Borrower intends to reimburse the Issuing Lender for such drawing from other sources or fundsthen Maximum Drawing Amount on all Letters of Credit, the Company which amount shall be deemed to have timely given a Notice of Borrowing to held by the Administrative Agent requesting that for the benefit of the Lenders make a Revolving Credit Loan bearing interest and the Administrative Agents as cash collateral for all Reimbursement Obligations. Each such payment shall be made to the Issuing Bank at the Base Rate Issuing Bank's head office in immediately available funds. Interest on such date in a Dollar Amount equal to the amount of (a) such draft so paid and (b) any amounts referred to in Section 3.3(c) incurred by the Issuing Lender in connection with such payment (including, without limitation, any and all costs, fees and other expenses incurred amounts remaining unpaid by the Issuing Lender or the Several Issuing Lenders in effecting the payment of Company under this (S)5.2.1 at any Letter of Credit denominated in an Alternative Currency), and the Revolving Credit Lenders shall make a Revolving Credit Loan bearing interest at the Base Rate in such amount, the proceeds of which shall be applied to reimburse the Issuing Lender and the Several Issuing Lenders, as applicable, for the amount of the related drawing and costs and expenses. Each Revolving Credit Lender acknowledges and agrees that its obligation to fund a Revolving Credit Loan in accordance with this Section to reimburse any draft paid under a Letter of Credit and related drawing costs and expenses provided herein is absolute and unconditional and shall not be affected by any circumstance whatsoever, including, without limitation, non-satisfaction of the conditions set forth in Section 2.4(a) or Article V. If the applicable Borrower has elected to pay the amount of such drawing with funds from other sources and shall fail to reimburse the Issuing Lender or the Several Issuing Lenders, as applicable, as provided above, the unreimbursed amount of such drawing shall bear interest at the rate which would be payable on any outstanding Revolving Credit Loans which are Base Rate Loans which were then overdue time from the date such amounts become due and payable (whether at as stated maturityin this (S)5.2.1, by acceleration or otherwise) until payment in fullfull (whether before or after judgment) shall be payable to the Administrative Agent on demand at the rate specified in (S)6.10 for overdue principal on the Revolving Credit Loans constituting Base Rate Loans.

Reimbursement Obligation of the Company. In order to induce the ------------- ---------- -- --- ------- Agent to issue, extend and renew each Letter of Credit and the Banks to participate therein, the Company hereby agrees to reimburse or pay to the Agent, for the account of the Agent or (as the case may be) the Banks, with respect to each Letter of Credit issued, extended or renewed by the Agent hereunder, whether for the account of the Company or for the account of any Sterling Subsidiary: (a) except as otherwise expressly provided in (S)2A.2(b) and (c), within one Business Day following each date that any draft presented under such Letter of Credit is honored by the Agent and the Agent has provided to the Company notice pursuant to (S)2A.3, or within one Business Day following any date on which the Agent notifies the Company that it has otherwise made a payment with respect thereto, (i) the amount paid by the Agent under or with respect to such Letter of Credit, and (ii) the amount of any taxes, fees, charges or other reasonable costs and expenses whatsoever incurred by the Agent or any Bank in connection with any payment made by the Agent or any Bank under, or with respect to, such Letter of Credit; provided, that if such reimbursement -------- or payment is not otherwise made by the Company within one Business Day following the honoring of any draft hereunder by the Agent, (x) subject to the Company's compliance with the conditions precedent set forth in (S)6 (to the extent applicable) and (S)7 hereof and in the event that the sum of such amount plus the maximum aggregate principal amount of the Loans Outstanding (after ---- giving effect to all amounts requested) plus the Maximum Drawing Amount and all ---- Unpaid Reimbursement Obligations does not exceed the Total Commitment, the aggregate amount payable by the Company pursuant to clauses (i) and (ii) above shall be deemed, for all purposes of this Agreement, a Base Rate Loan made by the Banks to the Company on the date the Agent honored the relevant draft; and (y) in the event that no such Base Rate Loan can be made because the sum of the amount of such Loan plus the maximum aggregate principal amount of the Loans ---- Outstanding (after giving effect to all amounts requested) plus the Maximum ---- Drawing Amount and all Unpaid Reimbursement Obligations exceeds the Total Commitment or because the Company has not complied or is unable to comply with the conditions precedent set forth in (S)6 (to the extent applicable) and (S)7 hereof, then the Company hereby authorizes the Agent to debit its Account "0000000" maintained with the Agent for the amount of any drawing under reimbursement or payment pursuant to clauses (i) and (ii) above. (b) upon the termination of the Total Commitment, or the acceleration of the Reimbursement Obligations with respect to all Letters of Credit in accordance with (S)11, an amount equal to the then Maximum Drawing Amount on all Letters of Credit, which amount shall be held by the Agent for the benefit of the Banks and the Agent as cash collateral for all Reimbursement Obligations. Upon the termination of the Total Commitment pursuant to (S)2.2, the Agent agrees, so long as no Default or Event of Default has occurred and is continuing, to hold such cash collateral in an interest-bearing account in the name of the Company, to pay current interest on such cash collateral to the Company and upon the payment by the Company of any Reimbursement Obligations or the reduction of the Maximum Drawing Amount upon the cancellation of any Letter of Credit, each Borrower the Agent agrees to reimburse return to the Company an amount equal to such payment or reduction together with unpaid interest accrued thereon through the date of such return; and (either with c) upon the proceeds reduction (but not termination) of a Revolving Credit Loan as provided for in this Section or with funds from other sources)the Total Commitment to an amount less than the Maximum Drawing Amount, in same day funds in an amount equal to such difference, which amount shall be held by the applicable Permitted Currency in which the Letter of Credit was denominated, the Issuing Lender (Agent for the account benefit of the Several Issuing Lenders in the case of Several Letters of Credit) on each date on which the Issuing Lender notifies the Company of the date and amount of a draft paid under any Letter of Credit issued for the account of such Borrower for the amount of the sum of (a) such draft so paid and (b) any amounts referred to in Section 3.3(c) incurred by the Issuing Lender in connection with such payment. Unless the Company shall immediately notify the Issuing Lender (and in any event within one (1) Business Day of the date the Company received notice from the Issuing Lender) that the applicable Borrower intends to reimburse the Issuing Lender for such drawing from other sources or funds, the Company shall be deemed to have timely given a Notice of Borrowing to the Administrative Agent requesting that the Lenders make a Revolving Credit Loan bearing interest at the Base Rate on such date in a Dollar Amount equal to the amount of (a) such draft so paid and (b) any amounts referred to in Section 3.3(c) incurred by the Issuing Lender in connection with such payment (including, without limitation, any and all costs, fees and other expenses incurred by the Issuing Lender or the Several Issuing Lenders in effecting the payment of any Letter of Credit denominated in an Alternative Currency), Banks and the Revolving Credit Lenders shall make a Revolving Credit Loan bearing interest at the Base Rate in such amount, the proceeds of which shall be applied to reimburse the Issuing Lender and the Several Issuing Lenders, Agent as applicable, cash collateral for the amount of the related drawing and costs and expenses. Each Revolving Credit Lender acknowledges and agrees that its obligation to fund a Revolving Credit Loan in accordance with this Section to reimburse any draft paid under a Letter of Credit and related drawing costs and expenses provided herein is absolute and unconditional and shall not be affected by any circumstance whatsoever, including, without limitation, non-satisfaction of the conditions set forth in Section 2.4(a) or Article V. If the applicable Borrower has elected to pay the amount of such drawing with funds from other sources and shall fail to reimburse the Issuing Lender or the Several Issuing Lenders, as applicable, as provided above, the unreimbursed amount of such drawing shall bear interest at the rate which would be payable on any outstanding Revolving Credit Loans which are Base Rate Loans which were then overdue from the date such amounts become payable (whether at stated maturity, by acceleration or otherwise) until payment in fullall Reimbursement Obligations.

Reimbursement Obligation of the Company. In the event of If any drawing draft is paid under any Letter of Credit, each Borrower agrees to the Company shall reimburse (either with the proceeds of a Revolving Credit Loan as provided for in this Section or with funds from other sources), in same day funds in the applicable Permitted Currency in which the Letter of Credit was denominated, the Issuing Lender (for the account of the Several Issuing Lenders in the case of Several Letters of Credit) on each date on which the Issuing Lender notifies the Company of the date and amount of a draft paid under any Letter of Credit issued for the account of such Borrower for the amount of (i) the sum of (a) such draft so paid and (bii) any amounts referred to in Section 3.3(c) taxes, fees, charges or other costs or expenses incurred by the such Issuing Lender in connection with such payment, not later than 11:00 a.m. on the date of any payment by the applicable Issuing Lender under a Letter of Credit to be reimbursed in Dollars, or the Applicable Time on the date of any payment by the applicable Issuing Lender under a Letter of Credit to be reimbursed in an Alternative Currency (each such date, an “Honor Date”). Unless Each such payment shall be made to the applicable Issuing Lender at its address for notices referred to herein in immediately available funds. In the case of a Letter of Credit denominated in an Alternative Currency, the Company shall immediately notify reimburse the applicable Issuing Lender in such Alternative Currency, unless (A) such Issuing Lender (and at its option) shall have specified in such notice that it will require reimbursement in Dollars, or (B) in the absence of any event within one (1) Business Day such requirement for reimbursement in Dollars, the Company shall have notified such Issuing Lender promptly following receipt of the date notice of drawing that the Company received notice from will reimburse such Issuing Lender in Dollars. In the Issuing Lender) that case of any such reimbursement in Dollars of a drawing under a Letter of Credit denominated in an Alternative Currency, the applicable Borrower intends Issuing Lender shall notify the Company of the Dollar Equivalent of the amount of the drawing promptly following the determination thereof. In the event that (A) a drawing denominated in an Alternative Currency is to reimburse be reimbursed in Dollars pursuant to the immediately preceding sentence and (B) the Dollar amount paid by the Company, whether on or after the Honor Date, shall not be adequate on the date of that payment to purchase in accordance with normal banking procedures a sum denominated in the Alternative Currency equal to the drawing, the Company agrees, as a separate and independent obligation, to indemnify the applicable Issuing Lender for the loss resulting from its inability on that date to purchase the Alternative Currency in the full amount of the drawing. If the Company fails to timely reimburse the applicable Issuing Lender on the Honor Date, the Administrative Agent shall promptly notify each Lender of the Honor Date, the amount of the unreimbursed drawing (expressed in Dollars in the amount of the Dollar Equivalent thereof in the case of a Letter of Credit denominated in an Alternative Currency) (the “Unreimbursed Amount”), and the amount of such drawing from other sources or fundsLender’s Applicable Percentage thereof. In such event, the Company shall be deemed to have timely given requested a Notice Dollar Tranche Revolving Borrowing of Borrowing Base Rate Loans to be disbursed on the Honor Date in an amount equal to the Administrative Agent requesting that Unreimbursed Amount, without regard to the Lenders make a Revolving Credit Loan bearing interest at minimum and multiples specified in Section 2.02 for the principal amount of Base Rate on such date in a Dollar Amount equal Loans, but subject to the amount of (a) such draft so paid and (b) any amounts referred to in Section 3.3(c) incurred by the Issuing Lender in connection with such payment (including, without limitation, any and all costs, fees and other expenses incurred by the Issuing Lender or the Several Issuing Lenders in effecting the payment of any Letter of Credit denominated in an Alternative Currency), and the Revolving Credit Lenders shall make a Revolving Credit Loan bearing interest at the Base Rate in such amount, the proceeds of which shall be applied to reimburse the Issuing Lender and the Several Issuing Lenders, as applicable, for the amount unutilized portion of the related drawing aggregate Dollar Tranche Revolving Commitments and costs and expenses. Each Revolving Credit Lender acknowledges and agrees that its obligation to fund a Revolving Credit Loan in accordance with this Section to reimburse any draft paid under a Letter of Credit and related drawing costs and expenses provided herein is absolute and unconditional and shall not be affected by any circumstance whatsoever, including, without limitation, non-satisfaction of the conditions set forth in Section 2.4(a) or Article V. If 4.02 (other than the applicable Borrower has elected to pay the amount delivery of such drawing with funds from other sources and shall fail to reimburse the a Borrowing Request). Any notice given by an Issuing Lender or the Several Issuing Lenders, as applicable, as Administrative Agent pursuant to this Section 2.06(e) may be given by telephone if immediately confirmed in writing; provided above, that the unreimbursed amount lack of such drawing an immediate confirmation shall bear interest at not affect the rate which would conclusiveness or binding effect of such notice. Interest shall be payable on any outstanding Revolving Credit Loans which are Base Rate Loans which were then overdue such amounts from the date such amounts become payable (whether at stated maturity, by acceleration or otherwise) on which the relevant draft is paid until payment in fullfull at the rate set forth in (A) until the Business Day next succeeding the date of the relevant notice, Section 2.14(a) and (B) thereafter, Section 2.14(d).

Reimbursement Obligation of the Company. In the event of any drawing under any Letter of Credit, each Borrower The Company agrees to reimburse (either with the proceeds of a Revolving Credit Loan as provided for in this Section or with funds from other sources), in same day funds in the applicable Permitted Currency in which the Letter of Credit was denominated, the Issuing Lender (for the account of the Several Issuing Lenders in the case of Several Letters of Credit) Bank on each date on which the Issuing Lender Bank notifies the Company of the date and amount of a draft presented under any Letter of Credit and paid by the Issuing Bank for the amount of such draft so paid and any taxes, fees, charges or other costs or expenses incurred by the Issuing Bank in connection with such payment. Each such payment shall be made to the Issuing Bank at its address for notices specified herein in the currency in which the relevant Letter of Credit is issued and in immediately available funds, provided that if the Company does not reimburse the Issuing Bank for any draft paid by the Issuing Bank under any Letter of Credit issued for by such Issuing Bank in an Offshore Currency on the account date required pursuant to subsection 2.9(b), the Issuing Bank shall convert such Reimbursement Obligation into Dollars at the rate of exchange then available to the Issuing Bank in the interbank market where its foreign currency exchange operations in respect of such Borrower for the amount of the sum of (a) such draft so paid Offshore Currency are then being conducted and (b) any amounts referred to in Section 3.3(c) incurred by the Issuing Lender in connection with such payment. Unless the Company shall immediately notify the Issuing Lender (and in any event within one (1) Business Day of the date the Company received notice from the Issuing Lender) that the applicable Borrower intends thereafter be required to reimburse the Issuing Lender Bank in Dollars for such Reimbursement Obligation with interest pursuant to subsection 2.9(b). If any draft shall be presented for payment under any Letter of Credit, the Issuing Bank shall promptly notify the Company of the date and amount thereof. If the Issuing Bank notifies the Company prior to 10:30 A.M., Central time, on any Business Day, of any drawing from other sources or fundsunder any Letter of Credit issued by it in Dollars, the Company shall be deemed reimburse the Issuing Bank pursuant to have timely given a Notice of Borrowing subsection 2.9(a) with respect to the Administrative Agent requesting that the Lenders make a Revolving Credit Loan bearing interest at the Base Rate such drawing on such date in a Dollar Amount equal to the amount of (a) such draft so paid and (b) any amounts referred to in Section 3.3(c) incurred by Business Day. If the Issuing Lender in connection with such payment (includingBank notifies the Company after 10:30 A.M., without limitationCentral time, on any and all costs, fees and other expenses incurred by the Issuing Lender or the Several Issuing Lenders in effecting the payment Business Day of any drawing under any Letter of Credit denominated issued in Dollars or, if the Issuing Bank notifies the Company on any Business Day of any drawing under any Letter of Credit issued in an Alternative Offshore Currency), and the Revolving Credit Lenders shall make a Revolving Credit Loan bearing interest at the Base Rate in such amount, the proceeds of which Company shall be applied to reimburse the Issuing Lender Bank pursuant to subsection 2.9(a) with respect to such drawing on the next succeeding Business Day and the Several Issuing Lenders, as applicable, for the amount of the related drawing and costs and expenses. Each Revolving Credit Lender acknowledges and agrees that its obligation to fund a Revolving Credit Loan in accordance with this Section to reimburse any draft paid under a Letter of Credit and related drawing costs and expenses provided herein is absolute and unconditional and interest shall not be affected by any circumstance whatsoever, including, without limitation, non-satisfaction of the conditions set forth in Section 2.4(a) or Article V. If the applicable Borrower has elected to pay payable on the amount of such drawing with funds from other sources and shall fail for such period at the rate then applicable to reimburse Base Rate Loans hereunder or, in the case of any such amount due in respect of a Letter of Credit issued in an Offshore Currency, the rate which is equal to the sum of (i) the rate of interest determined by the Issuing Lender or Bank (which determination shall be conclusive absent manifest error) to be the Several cost to the Issuing LendersBank of obtaining such funds for such period, as applicableplus, as provided above(ii) the Applicable Margin for Revolving Offshore Loans in effect at such time. If any amount payable under this subsection is not paid when due, interest shall be payable on such amount from the unreimbursed date such amount of such drawing shall bear interest becomes payable under this subsection until payment in full thereof at the rate which would be payable on any outstanding Revolving Credit Loans which are Base Rate Loans which were then overdue from overdue. . The Company's obligations under subsections 2.5, 2.6, 2.7, 2.8, 2.9, 2.10 and 2.11 shall be absolute and unconditional under any and all circumstances and irrespective of any set-off, counterclaim or defense to payment which the date Company may have or have had against the Issuing Bank, any L/C Participant or any beneficiary of a Letter of Credit. The Company also agrees with the Issuing Bank that the Issuing Bank shall not be responsible for, and the Company's Reimbursement Obligations under subsection 2.9(a) shall not be affected by, among other things, (i) the validity or genuineness of documents or of any endorsements thereon, even though such amounts become payable documents shall in fact prove to be invalid, fraudulent or forged, or (whether at stated maturityii) any dispute between or among any Loan Party and any beneficiary of any Letter of Credit or any other party to which such Letter of Credit may be transferred or (iii) any claims whatsoever of any Loan Party against any beneficiary of such Letter of Credit or any such transferee. Neither the Issuing Bank nor any L/C Participant shall be liable for any error, omission, interruption or delay in transmission, dispatch or delivery of any message or advice, however transmitted, in connection with any Letter of Credit, except for errors or omissions caused by acceleration the Issuing Bank's gross negligence or otherwise) until payment willful misconduct. The Company agrees that any action taken or omitted by the Issuing Bank under or in fullconnection with any Letter of Credit or the related drafts or documents, if done in the absence of gross negligence or willful misconduct and in accordance with the standards of care specified in the Uniform Commercial Code of the State of New York, shall be binding on the Company and shall not result in any liability of the Issuing Bank or any L/C Participant to any Loan Party.

Reimbursement Obligation of the Company. In the event of If any drawing draft is paid under any Letter of Credit, each Borrower agrees to the Company shall reimburse (either with the proceeds of a Revolving Credit Loan as provided for in this Section or with funds from other sources), in same day funds in the applicable Permitted Currency in which the Letter of Credit was denominated, the Issuing Lender (for the account of the Several Issuing Lenders in the case of Several Letters of Credit) on each date on which the Issuing Lender notifies the Company of the date and amount of a draft paid under any Letter of Credit issued for the account of such Borrower for the amount of (i) the sum of (a) such draft so paid and (bii) any amounts referred to in Section 3.3(c) taxes, fees, charges or other costs or expenses incurred by the such Issuing Lender in connection with such payment, not later than 11:00 a.m. on the date of any payment by the applicable Issuing Lender under a Letter of Credit to be reimbursed in Dollars, or the Applicable Time on the date of any payment by the applicable Issuing Lender under a Letter of Credit to be reimbursed in an Alternative Currency (each such date, an “Honor Date”). Unless Each such payment shall be made to the applicable Issuing Lender at its address for notices referred to herein in immediately available funds. In the case of a Letter of Credit denominated in an Alternative Currency, the Company shall immediately notify reimburse the applicable Issuing Lender in such Alternative Currency, unless (A) such Issuing Lender (and at its option) shall have specified in such notice that it will require reimbursement in Dollars, or (B) in the absence of any event within one (1) Business Day such requirement for reimbursement in Dollars, the Company shall have notified such Issuing Lender promptly following receipt of the date notice of drawing that the Company received notice from will reimburse such Issuing Lender in Dollars. In the Issuing Lender) that case of any such reimbursement in Dollars of a drawing under a Letter of Credit denominated in an Alternative Currency, the applicable Borrower intends Issuing Lender shall notify the Company of the Dollar Equivalent of the amount of the drawing promptly following the determination thereof. In the event that (A) a drawing denominated in an Alternative Currency is to reimburse be reimbursed in Dollars pursuant to the immediately preceding sentence and (B) the Dollar amount paid by the Company, whether on or after the Honor Date, shall not be adequate on the date of that payment to purchase in accordance with normal banking procedures a sum denominated in the Alternative Currency equal to the drawing, the Company agrees, as a separate and independent obligation, to indemnify the applicable Issuing Lender for the loss resulting from its inability on that date to purchase the Alternative Currency in the full amount of the drawing. If the Company fails to timely reimburse the applicable Issuing Lender on the Honor Date, the Administrative Agent shall promptly notify each Lender of the Honor Date, the amount of the unreimbursed drawing (expressed in Dollars in the amount of the Dollar Equivalent thereof in the case of a Letter of Credit denominated in an Alternative Currency) (the “Unreimbursed Amount”), and the amount of such drawing from other sources or fundsLender’s Applicable Percentage thereof. In such event, the Company shall be deemed to have timely given requested a Notice Dollar Tranche Revolving Borrowing of Borrowing Base Rate Loans to be disbursed on the Honor Date in an amount equal to the Administrative Agent requesting that Unreimbursed Amount, without regard to the Lenders make a Revolving Credit Loan bearing interest at minimum and multiples specified in Section 2.02 for the principal amount of Base Rate on such date in a Dollar Amount equal Loans, but subject to the amount of (a) such draft so paid and (b) any amounts referred to in Section 3.3(c) incurred by the Issuing Lender in connection with such payment (including, without limitation, any and all costs, fees and other expenses incurred by the Issuing Lender or the Several Issuing Lenders in effecting the payment of any Letter of Credit denominated in an Alternative Currency), and the Revolving Credit Lenders shall make a Revolving Credit Loan bearing interest at the Base Rate in such amount, the proceeds of which shall be applied to reimburse the Issuing Lender and the Several Issuing Lenders, as applicable, for the amount unutilized portion of the related drawing aggregate Dollar Tranche Revolving Commitments and costs and expenses. Each Revolving Credit Lender acknowledges and agrees that its obligation to fund a Revolving Credit Loan in accordance with this Section to reimburse any draft paid under a Letter of Credit and related drawing costs and expenses provided herein is absolute and unconditional and shall not be affected by any circumstance whatsoever, including, without limitation, non-satisfaction of the conditions set forth in Section 2.4(a) or Article V. If 4.02 (other than the applicable Borrower has elected to pay the amount delivery of such drawing with funds from other sources and shall fail to reimburse the a Borrowing Request). Any notice given by an Issuing Lender or the Several Issuing Lenders, as applicable, as Administrative Agent pursuant to this Section 2.06(e) may be given by telephone if immediately confirmed in writing; provided above, that the unreimbursed amount lack of such drawing an immediate confirmation shall bear interest at not affect the rate which would conclusiveness or binding effect of such notice. Interest shall be payable on any outstanding Revolving Credit Loans which are Base Rate Loans which were then overdue such amounts from the date such amounts become payable (whether at stated maturity, by acceleration or otherwise) on which the relevant draft is paid until payment in fullfull at the rate set forth in (A) until the Business Day next succeeding the date of the relevant notice, Section 2.14(a) and (B) thereafter, Section 2.14(f).

Reimbursement Obligation of the Company. In the event of If any drawing draft is paid under any Letter of Credit, each Borrower agrees to the Company shall reimburse (either with the proceeds of a Revolving Credit Loan as provided for in this Section or with funds from other sources), in same day funds in the applicable Permitted Currency in which the Letter of Credit was denominated, the Issuing Lender (for the account of the Several Issuing Lenders in the case of Several Letters of Credit) on each date on which the Issuing Lender notifies the Company of the date and amount of a draft paid under any Letter of Credit issued for the account of such Borrower Bank for the amount of the sum of (a) such the draft so paid and (b) any amounts referred to in Section 3.3(c) Taxes, fees, charges or other costs or expenses incurred by the Issuing Lender Bank in connection with such payment, not later than 12:00 noon, New York City time, on (i) the Business Day that the Company receives notice of such draft, if such notice is received on such day prior to 10:00 a.m., New York City time, or (ii) if clause (i) above does not apply, the Business Day immediately following the day that the Company receives such notice; provided that the Company may, subject to the conditions to borrowing set forth herein, request in accordance with Section 2.2 that such payment be financed with an Alternate Base Loan in an equivalent amount, to the extent so financed, the Company’s obligation to make such payment shall be discharged and replaced by the resulting Alternate Base Loan. Unless If the Company fails to make such payment when due, the Paying Agent shall notify each Bank of the applicable draft, the payment then due from the Company in respect thereof and such Bank’s Applicable Percentage thereof. Promptly following receipt of such notice, each Bank shall pay to the Paying Agent its Applicable Percentage of the payment then due from the Company, in the same manner as provided in Section 2.6 with respect to Loans made by such Bank (and Section 2.6 shall apply, mutatis mutandis, to the payment obligations of the Bank), and the Paying Agent shall promptly pay to the respective Issuing Bank the amounts so received by it from the Banks. Promptly following receipt by the Paying Agent of any payment from the Company pursuant to this paragraph, the Paying Agent shall distribute such payment to the respective Issuing Bank or, to the extent that Banks have made payments pursuant to this paragraph to reimburse such Issuing Bank, then to such Bank and such Issuing Bank as their interests may appear. Any payment made by a Bank pursuant to this paragraph to reimburse an Issuing Bank for any draw (other than the funding of Alternate Base Loans as contemplated above) shall not constitute a Loan and shall not relieve the Company of its obligation to reimburse such draw. Each such payment shall be made to the Issuing Bank at its address for notices referred to herein in dollars and in immediately available funds. Interest shall be payable on any such amounts from the date on which the relevant draft is paid until payment in full at the rate set forth in (x) until the Business Day next succeeding the date of the relevant notice, Section 2.8(b) and (y) thereafter, Section 2.9. Without limiting the requirements of Section 3.1(a) or Section 7.2(b), if any L/C Obligations remain outstanding after the expiration date specified in Section 3.1(a) or the Termination Date, the Company shall immediately notify deposit into the Issuing Lender (and Collateral Account an amount in any event within one (1) Business Day cash equal to 100% of the date the Company received notice from the Issuing Lender) that the applicable Borrower intends to reimburse the Issuing Lender for such drawing from other sources or funds, the Company shall be deemed to have timely given a Notice L/C Obligations as of Borrowing to the Administrative Agent requesting that the Lenders make a Revolving Credit Loan bearing interest at the Base Rate on such date in a Dollar Amount equal to the amount of (a) such draft so paid plus any accrued and (b) any amounts referred to in Section 3.3(c) incurred by the Issuing Lender in connection with such payment (including, without limitation, any and all costs, fees and other expenses incurred by the Issuing Lender or the Several Issuing Lenders in effecting the payment of any Letter of Credit denominated in an Alternative Currency), and the Revolving Credit Lenders shall make a Revolving Credit Loan bearing unpaid interest at the Base Rate in such amount, the proceeds of which shall be applied to reimburse the Issuing Lender and the Several Issuing Lenders, as applicable, for the amount of the related drawing and costs and expenses. Each Revolving Credit Lender acknowledges and agrees that its obligation to fund a Revolving Credit Loan in accordance with this Section to reimburse any draft paid under a Letter of Credit and related drawing costs and expenses provided herein is absolute and unconditional and shall not be affected by any circumstance whatsoever, including, without limitation, non-satisfaction of the conditions set forth in Section 2.4(a) or Article V. If the applicable Borrower has elected to pay the amount of such drawing with funds from other sources and shall fail to reimburse the Issuing Lender or the Several Issuing Lenders, as applicable, as provided above, the unreimbursed amount of such drawing shall bear interest at the rate which would be payable on any outstanding Revolving Credit Loans which are Base Rate Loans which were then overdue from the date such amounts become payable (whether at stated maturity, by acceleration or otherwise) until payment in fullthereon.

Reimbursement Obligation of the Company. In the event of any drawing under any Letter of Credit, each Borrower (a) The Company agrees to reimburse (either with the proceeds of a Revolving Credit Loan as provided for in this Section or with funds from other sources), in same day funds in the applicable Permitted Currency in which the Letter of Credit was denominated, the each Issuing Lender (for the account of the Several Issuing Lenders in the case of Several Letters of Credit) Bank on each date on which the such Issuing Lender Bank notifies the Company of the date and amount of a draft paid presented under any Letter of Credit issued for the account of and paid by such Borrower Issuing Bank for the amount of the sum of (ai) such draft so paid and (bii) any amounts referred to in Section 3.3(c) stamp taxes, fees, charges or other costs or expenses incurred by the such Issuing Lender Bank in connection with such payment. Unless Each such payment shall be made to such Issuing Bank at its address for notices specified herein in lawful money of the Company shall immediately notify the Issuing Lender (United States of America and in any event within one (1) Business Day of the date the Company received notice from the Issuing Lender) that the applicable Borrower intends to reimburse the Issuing Lender for such drawing from other sources or immediately available funds, the Company shall be deemed to have timely given a Notice of Borrowing to the Administrative Agent requesting that the Lenders make a Revolving Credit Loan bearing interest at the Base Rate on such date in a Dollar Amount equal to the amount of (a) such draft so paid and . (b) any amounts referred Subject to in Section 3.3(cparagraph (c) incurred by the Issuing Lender in connection with such payment (includingimmediately below, without limitation, any and all costs, fees and other expenses incurred by the Issuing Lender or the Several Issuing Lenders in effecting the payment of any Letter of Credit denominated in an Alternative Currency), and the Revolving Credit Lenders interest shall make a Revolving Credit Loan bearing interest at the Base Rate in such amount, the proceeds of which shall be applied to reimburse the Issuing Lender and the Several Issuing Lenders, as applicable, for the amount of the related drawing and costs and expenses. Each Revolving Credit Lender acknowledges and agrees that its obligation to fund a Revolving Credit Loan in accordance with this Section to reimburse any draft paid under a Letter of Credit and related drawing costs and expenses provided herein is absolute and unconditional and shall not be affected by any circumstance whatsoever, including, without limitation, non-satisfaction of the conditions set forth in Section 2.4(a) or Article V. If the applicable Borrower has elected to pay the amount of such drawing with funds from other sources and shall fail to reimburse the Issuing Lender or the Several Issuing Lenders, as applicable, as provided above, the unreimbursed amount of such drawing shall bear interest at the rate which would be payable on any outstanding Revolving Credit Loans which are Base Rate Loans which were then overdue and all amounts remaining unpaid by the Company under this subsection from the date such amounts become payable (whether at stated maturity, by acceleration or otherwise) until payment in fullfull at the rate which would be payable on any outstanding ABR Loans under the Revolving Credit Facility which were then overdue. (c) So long as each of the conditions precedent specified in subsection 5.3 is satisfied at such time, each drawing under any Letter of Credit shall constitute a request by the Company to the Administrative Agent for a borrowing pursuant to subsection 2.2 of ABR Loans under the Revolving Credit Facility in an amount equal to the lesser of (i) the then aggregate Available Revolving Credit Commitments and (ii) the amount of such drawing. The Borrowing Date with respect to such borrowing shall be the date of such drawing. Each Revolving Credit Lender will make the amount of its pro rata share of such borrowing available to the Administrative Agent at its office specified in subsection 10.2 by the close of business on such Borrowing Date (if such Lender receives notice of such borrowing in sufficient time to fund its portion of such borrowing on such Date, and otherwise on the next Business Day) in funds immediately available to the Administrative Agent. Such funds will then be made available by the Administrative Agent to the relevant Issuing Bank in satisfaction of the Company's obligation to reimburse such Issuing Bank pursuant to clause (a) above. All ABR Loans deemed to be made pursuant to this paragraph (c) shall constitute Revolving Credit Loans for all purposes of this Agreement.

Reimbursement Obligation of the Company. In the event of any drawing under any Letter of Credit, each Borrower The Company agrees to reimburse (either with the proceeds of a Revolving Credit Loan as provided for in this Section or with funds from other sources), in same day funds in the applicable Permitted Currency in which the Letter of Credit was denominated, the Issuing Lender (for the account of the Several Issuing Lenders in the case of Several Letters of Credit) Bank on each date on which the Issuing Lender Bank notifies the Company of the date and amount of a draft presented under any Letter of Credit and paid by the Issuing Bank for the amount of such draft so paid and any Taxes, fees, charges or other costs or expenses incurred by the Issuing Bank in connection with such payment. Each such payment shall be made to the Issuing Bank at its address for notices specified herein in Dollars and in immediately available funds. If any draft shall be presented for payment under any Letter of Credit, the Issuing Bank shall promptly notify the Company and the Administrative Agent of the date and amount thereof. If the Issuing Bank notifies the Company prior to 10:00 A.M., Central time, on any Business Day, of any drawing under any Letter of Credit issued for by it, the account Company shall reimburse the Issuing Bank pursuant to this subsection with respect to such drawing on such Business Day. If the Issuing Bank notifies the Company and the Administrative Agent after 10:00 A.M., Central time, on any Business Day of any drawing under any Letter of Credit, the Company shall reimburse the Issuing Bank pursuant to this subsection with respect to such Borrower for drawing on the next succeeding Business Day and interest shall be payable on the amount of the sum of (a) such draft so paid and (b) any amounts referred to in Section 3.3(c) incurred by the Issuing Lender in connection with such payment. Unless the Company shall immediately notify the Issuing Lender (and in any event within one (1) Business Day of the date the Company received notice from the Issuing Lender) that the applicable Borrower intends to reimburse the Issuing Lender drawing for such drawing from other sources or fundsperiod at the rate then applicable to Base Rate Loans hereunder. If any amount payable under this subsection is not paid when due, the Company shall be deemed to have timely given requested a Notice of Borrowing Base Rate Loan equal to such amount (without regard to the Administrative Agent requesting that the Lenders make a Revolving Credit Loan bearing interest at the Base Rate on such date minimum amounts and multiples specified in a Dollar Amount equal to the amount of (a) such draft so paid and (b) any amounts referred to in Section 3.3(c) incurred by the Issuing Lender in connection with such payment (including, without limitation, any and all costs, fees and other expenses incurred by the Issuing Lender or the Several Issuing Lenders in effecting the payment of any Letter of Credit denominated in an Alternative Currencysubsection 2.2), and interest shall be payable on such amount from the Revolving Credit Lenders shall make a Revolving Credit Loan bearing interest at the Base Rate in date such amountamount becomes payable under this subsection, the proceeds of which shall be applied deemed to reimburse be the Issuing Lender and the Several Issuing Lendersrequested Borrowing Date, as applicable, for the amount of the related drawing and costs and expenses. Each Revolving Credit Lender acknowledges and agrees that its obligation to fund a Revolving Credit Loan until payment in accordance with this Section to reimburse any draft paid under a Letter of Credit and related drawing costs and expenses provided herein is absolute and unconditional and shall not be affected by any circumstance whatsoever, including, without limitation, non-satisfaction of the conditions set forth in Section 2.4(a) or Article V. If the applicable Borrower has elected to pay the amount of such drawing with funds from other sources and shall fail to reimburse the Issuing Lender or the Several Issuing Lenders, as applicable, as provided above, the unreimbursed amount of such drawing shall bear interest full thereof at the rate which would be payable on any outstanding Revolving Credit Loans which are Base Rate Loans which were then overdue from the date such amounts become payable (whether at stated maturity, by acceleration or otherwise) until payment in fullLoans.

Reimbursement Obligation of the Company. In the event of any drawing under any Letter of Credit, each Borrower The Company agrees to reimburse (either with the proceeds of a Revolving Credit Loan as provided for in this Section or with funds from other sources), in same day funds in the applicable Permitted Currency in which the Letter of Credit was denominated, the Issuing Lender (for on the account of Business Day next succeeding the Several Issuing Lenders in the case of Several Letters of Credit) on each date Business Day on which the Issuing Lender notifies the Company of the date and amount of a draft paid presented under any Letter of Credit issued for the account of such Borrower for the amount of the sum of (a) such draft so and paid and (b) any amounts referred to in Section 3.3(c) incurred by the Issuing Lender in connection with such payment. Unless the Company shall immediately notify the Issuing Lender (and in any event within one (1) Business Day of the date the Company received notice from the Issuing Lender) that the applicable Borrower intends to reimburse the Issuing Lender for such drawing from other sources or funds, the Company shall be deemed to have timely given a Notice of Borrowing to the Administrative Agent requesting that the Lenders make a Revolving Credit Loan bearing interest at the Base Rate on such date in a Dollar Amount equal to the amount of (a) such draft so paid and (b) any amounts referred to in Section 3.3(c) taxes, fees, charges or other costs or expenses incurred by the Issuing Lender in connection with such payment (includingother than Excluded Taxes). Each such payment shall be made to the Issuing Lender at its address for notices referred to herein in Dollars and in immediately available funds, without limitation, provided that if the Company does not reimburse the Issuing Lender for any and all costs, fees and other expenses incurred draft paid by the Issuing Lender or the Several Issuing Lenders in effecting the payment of under any Letter of Credit denominated issued by such Issuing Lender in an Alternative Currency)a Foreign Currency on the date required pursuant to the first sentence of this Section 2.12, the Issuing Lender shall convert such Reimbursement Obligation into Dollars at the rate of exchange then available to the Issuing Lender in the interbank market where its foreign currency exchange operations in respect of such Foreign Currency are then being conducted and the Revolving Credit Lenders Company shall make a Revolving Credit Loan bearing interest at the Base Rate in such amount, the proceeds of which shall thereafter be applied required to reimburse the Issuing Lender and the Several Issuing Lenders, as applicable, in Dollars for such Reimbursement Obligation (in the amount of the related drawing and costs and expensesso converted). Each Revolving Credit Lender acknowledges and agrees that its obligation to fund a Revolving Credit Loan in accordance with this Section to reimburse any draft paid under a Letter of Credit and related drawing costs and expenses provided herein is absolute and unconditional and Interest shall not be affected by any circumstance whatsoever, including, without limitation, non-satisfaction of the conditions set forth in Section 2.4(a) or Article V. If the applicable Borrower has elected to pay the amount of such drawing with funds from other sources and shall fail to reimburse the Issuing Lender or the Several Issuing Lenders, as applicable, as provided above, the unreimbursed amount of such drawing shall bear interest at the rate which would be payable on any outstanding Revolving Credit Loans which are Base Rate Loans which were then overdue such amounts denominated in Dollars from the date such amounts become payable (whether at stated maturity, by acceleration or otherwise) on which the relevant draft is paid until payment in fullfull at the rate set forth in: (i) until the Business Day next succeeding the date of the relevant notice, Section 3.5(b) and (ii) thereafter, Section 3.5(c). Interest shall be payable on any such amounts denominated in a Foreign Currency from the date on which the relevant draft is paid until payment in full or conversion to Dollars as provided herein at the rate determined by the Issuing Lender as its cost of funding such payment.

Reimbursement Obligation of the Company. In the event of any drawing under any Letter of Credit, each Borrower (a) The Company agrees to reimburse (either with the proceeds of a Revolving Credit Loan as provided for in this Section or with funds from other sources), in same day funds in the applicable Permitted Currency in which the Letter of Credit was denominated, the each Issuing Lender (for the account of the Several Issuing Lenders in the case of Several Letters of Credit) Bank on each date on which the such Issuing Lender Bank notifies the Company of the date and amount of a draft paid presented under any Letter of Credit issued for the account of and paid by such Borrower Issuing Bank for the amount of the sum of (ai) such draft so paid and (bii) any amounts referred to in Section 3.3(c) stamp taxes, fees, charges or other costs or expenses incurred by the such Issuing Lender Bank in connection with such payment. Unless Each such payment shall be made to such Issuing Bank at its address for notices specified herein in lawful money of the Company shall immediately notify the Issuing Lender (United States of America and in any event within one (1) Business Day of the date the Company received notice from the Issuing Lender) that the applicable Borrower intends to reimburse the Issuing Lender for such drawing from other sources or immediately available funds, the Company shall be deemed to have timely given a Notice of Borrowing to the Administrative Agent requesting that the Lenders make a Revolving Credit Loan bearing interest at the Base Rate on such date in a Dollar Amount equal to the amount of (a) such draft so paid and . (b) any amounts referred Subject to in Section 3.3(cparagraph (c) incurred by the Issuing Lender in connection with such payment (includingimmediately below, without limitation, any and all costs, fees and other expenses incurred by the Issuing Lender or the Several Issuing Lenders in effecting the payment of any Letter of Credit denominated in an Alternative Currency), and the Revolving Credit Lenders interest shall make a Revolving Credit Loan bearing interest at the Base Rate in such amount, the proceeds of which shall be applied to reimburse the Issuing Lender and the Several Issuing Lenders, as applicable, for the amount of the related drawing and costs and expenses. Each Revolving Credit Lender acknowledges and agrees that its obligation to fund a Revolving Credit Loan in accordance with this Section to reimburse any draft paid under a Letter of Credit and related drawing costs and expenses provided herein is absolute and unconditional and shall not be affected by any circumstance whatsoever, including, without limitation, non-satisfaction of the conditions set forth in Section 2.4(a) or Article V. If the applicable Borrower has elected to pay the amount of such drawing with funds from other sources and shall fail to reimburse the Issuing Lender or the Several Issuing Lenders, as applicable, as provided above, the unreimbursed amount of such drawing shall bear interest at the rate which would be payable on any outstanding Revolving Credit Loans which are Base Rate Loans which were then overdue and all amounts remaining unpaid by the Company under this subsection from the date such amounts become payable (whether at stated maturity, by acceleration or otherwise) until payment in fullfull at the rate which would be payable on any outstanding ABR Loans under the Revolving Credit Facility which were then overdue. (c) So long as each of the conditions precedent specified in subsection 5.3 is satisfied at such time, each drawing under any Letter of Credit shall constitute a request by the Company to the Administrative Agent for a borrowing pursuant to section 2.2 of ABR Loans under the Revolving Credit Facility in an amount equal to the lesser of (i) the then aggregate Available Revolving Credit Commitments and (ii) the amount of such drawing. The Borrowing Date with respect to such borrowing shall be the date of such drawing. Each Revolving Credit Lender will make the amount of its pro rata share of such borrowing available to the Administrative Agent at its office specified in subsection 10.2 by the close of business on such Borrowing Date (if such Lender receives notice of such borrowing in sufficient time to fund its portion of such borrowing on such Date, and otherwise on the next Business Day) in funds immediately available to the Administrative Agent. Such funds will then be made available by the Administrative Agent to the relevant Issuing Bank in satisfaction of the Company's obligation to reimburse such Issuing Bank pursuant to clause (a) above. All ABR Loans deemed to be made pursuant to this paragraph (c) shall constitute Revolving Credit Loans for all purposes of this Agreement.

Reimbursement Obligation of the Company. In the event of any drawing under any Letter of Credit, each Borrower The Company agrees to reimburse (either with the proceeds of a Revolving Credit Loan as provided for in this Section or with funds from other sources), in same day funds in the applicable Permitted Currency in which the Letter of Credit was denominated, the Issuing Lender (for the account of the Several Issuing Lenders in the case of Several Letters of Credit) Bank on each date on which the Issuing Lender Bank notifies the Company of the date and amount of a draft presented under any Letter of Credit and paid by the Issuing Bank for the amount of such draft so paid and any taxes, fees, charges or other costs or expenses incurred by the Issuing Bank in connection with such payment. Each such payment shall be made to the Issuing Bank at its address for notices specified herein in the currency in which the relevant Letter of Credit is issued and in immediately available funds, provided that if the Company does not reimburse the Issuing Bank for any draft paid by the Issuing Bank under any Letter of Credit issued for by such Issuing Bank in an Offshore Currency on the account date required pursuant to subsection 2.9(b), the Issuing Bank shall convert such Reimbursement Obligation into Dollars at the rate of exchange then available to the Issuing Bank in the interbank market where its foreign currency exchange operations in respect of such Borrower for the amount of the sum of (a) such draft so paid Offshore Currency are then being conducted and (b) any amounts referred to in Section 3.3(c) incurred by the Issuing Lender in connection with such payment. Unless the Company shall immediately notify the Issuing Lender (and in any event within one (1) Business Day of the date the Company received notice from the Issuing Lender) that the applicable Borrower intends thereafter be required to reimburse the Issuing Lender Bank in Dollars for such Reimbursement Obligation with interest pursuant to subsection 2.9(b). If any draft shall be presented for payment under any Letter of Credit, the Issuing Bank shall promptly notify the Company of the date and amount thereof. If the Issuing Bank notifies the Company prior to 10:30 A.M., Central time, on any Business Day, of any drawing from other sources or fundsunder any Letter of Credit issued by it in Dollars, the Company shall be deemed reimburse the Issuing Bank pursuant to have timely given a Notice of Borrowing subsection 2.9(a) with respect to the Administrative Agent requesting that the Lenders make a Revolving Credit Loan bearing interest at the Base Rate such drawing on such date in a Dollar Amount equal to the amount of (a) such draft so paid and (b) any amounts referred to in Section 3.3(c) incurred by Business Day. If the Issuing Lender in connection with such payment (includingBank notifies the Company after 10:30 A.M., without limitationCentral time, on any and all costs, fees and other expenses incurred by the Issuing Lender or the Several Issuing Lenders in effecting the payment Business Day of any drawing under any Letter of Credit denominated issued in Dollars or, if the Issuing Bank notifies the Company on any Business Day of any drawing under any Letter of Credit issued in an Alternative Offshore Currency), and the Revolving Credit Lenders shall make a Revolving Credit Loan bearing interest at the Base Rate in such amount, the proceeds of which Company shall be applied to reimburse the Issuing Lender Bank pursuant to subsection 2.9(a) with respect to such drawing on the next succeeding Business Day and the Several Issuing Lenders, as applicable, for the amount of the related drawing and costs and expenses. Each Revolving Credit Lender acknowledges and agrees that its obligation to fund a Revolving Credit Loan in accordance with this Section to reimburse any draft paid under a Letter of Credit and related drawing costs and expenses provided herein is absolute and unconditional and interest shall not be affected by any circumstance whatsoever, including, without limitation, non-satisfaction of the conditions set forth in Section 2.4(a) or Article V. If the applicable Borrower has elected to pay payable on the amount of such drawing with funds from other sources and shall fail for such period at the rate then applicable to reimburse Base Rate Loans hereunder or, in the case of any such amount due in respect of a Letter of Credit issued in an Offshore Currency, the rate which is equal to the sum of (i) the rate of interest determined by the Issuing Lender or Bank (which determination shall be conclusive absent manifest error) to be the Several cost to the Issuing LendersBank of obtaining such funds for such period, as applicableplus, as provided above(ii) the Applicable Margin for Revolving Offshore Loans in effect at such time. If any amount payable under this subsection is not paid when due, interest shall be payable on such amount from the unreimbursed date such amount of such drawing shall bear interest becomes payable under this subsection until payment in full thereof at the rate which would be payable on any outstanding Revolving Credit Loans which are Base Rate Loans which were then overdue from the date such amounts become payable (whether at stated maturity, by acceleration or otherwise) until payment in fulloverdue.

Reimbursement Obligation of the Company. In the event of any drawing under any Letter of Credit, each Borrower The Company agrees to --------------------------------------- reimburse (either with the proceeds of a Revolving Credit Loan as provided for in this Section or with funds from other sources), in same day funds in the applicable Permitted Currency in which the Letter of Credit was denominated, the Issuing Lender (for the account of the Several Issuing Lenders in the case of Several Letters of Credit) on each date on which the Issuing Lender notifies the Company of the date and amount of a draft paid under any Letter of Credit issued for the account of such Borrower for the amount of the sum of (a) such draft so paid and (b) any amounts referred to in Section 3.3(c) incurred by the Issuing Lender in connection with such payment. Unless the Company shall immediately notify the Issuing Lender (and in any event within one (1) Business Day of the date the Company received notice from the Issuing Lender) that the applicable Borrower intends to reimburse the Issuing Lender for such drawing from other sources or funds, the Company shall be deemed to have timely given a Notice of Borrowing to the Administrative Agent requesting that the Lenders make a Revolving Credit Loan bearing interest at the Base Rate on such date in a Dollar Amount equal to the amount of (a) such draft so paid and (b) any amounts referred to in Section 3.3(c) taxes, fees, charges or other costs or expenses reasonably incurred by the Issuing Lender in connection with such payment. Each such payment (including, without limitation, any and all costs, fees and other expenses incurred by shall be made to the Issuing Lender or the Several Issuing Lenders at its address for notices specified herein in effecting the payment of any Letter of Credit denominated in an Alternative Currency), and the Revolving Credit Lenders shall make a Revolving Credit Loan bearing interest at the Base Rate in such amount, the proceeds of which shall be applied to reimburse the Issuing Lender and the Several Issuing Lenders, as applicable, for the amount lawful money of the related drawing United States and costs and expensesin immediately available funds. Each Revolving Credit Lender acknowledges and agrees that its obligation to fund a Revolving Credit Loan in accordance with this Section to reimburse any draft paid under a Letter of Credit and related drawing costs and expenses provided herein is absolute and unconditional and Interest shall not be affected by any circumstance whatsoever, including, without limitation, non-satisfaction of the conditions set forth in Section 2.4(a) or Article V. If the applicable Borrower has elected to pay the amount of such drawing with funds from other sources and shall fail to reimburse the Issuing Lender or the Several Issuing Lenders, as applicable, as provided above, the unreimbursed amount of such drawing shall bear interest at the rate which would be payable on any outstanding Revolving Credit Loans which are Base Rate Loans which were then overdue and all amounts remaining unpaid by the Company under this Section 4 from the date such amounts become payable (whether at stated maturity, by acceleration or otherwise) until payment in fullfull at the rate which would be payable on any outstanding Base Rate Loan which was then overdue. If the Company fails to timely reimburse the Issuing Lender on the date the Company receives the notice referred to in this Section 4.5, the Company shall be deemed to have timely given a Notice of Borrowing hereunder to the Administrative Agent requesting the Lenders to make a Base Rate Loan on such date in an amount equal to the amount of such drawing and, regardless of whether or not the conditions precedent specified in Section 6 have been satisfied, the Lenders shall make Revolving Credit Loans in such amount, the proceeds of which shall be applied to reimburse the Issuing Lender for the amount of the related drawing and costs and expenses.

Reimbursement Obligation of the Company. In order to induce the event of any drawing under any Agent to issue, extend and renew each Letter of CreditCredit and the Banks to participate therein, each Borrower the Company hereby agrees to reimburse (either with or pay to the proceeds of a Revolving Credit Loan as provided for in this Section or with funds from other sources)Agent, in same day funds in the applicable Permitted Currency in which the Letter of Credit was denominated, the Issuing Lender (for the account of the Several Issuing Lenders in Agent or (as the case may be) the Banks, with respect to each Letter of Several Letters of CreditCredit issued, extended or renewed by the Agent hereunder, (a) except as otherwise expressly provided in section 5.2(b) and (c), on each date on which the Issuing Lender notifies the Company of the date and amount of a that any draft paid presented under any such Letter of Credit issued for the account of such Borrower for the amount of the sum of (a) such draft so paid and (b) any amounts referred to in Section 3.3(c) incurred is honored by the Issuing Lender Agent after the Agent determines that the documents (including any draft) delivered in connection with such payment. Unless presentment are in conformity with such Letter of Credit, or the Company shall immediately notify Agent otherwise makes a payment with respect thereto, (i) the Issuing Lender amount paid by the Agent under or with respect to such Letter of Credit, and (ii) the amount of any taxes, fees, charges or other costs and expenses whatsoever reasonably incurred by the Agent or any Bank in connection with any event within one (1) Business Day payment made by the Agent or any Bank under, or with respect to, such Letter of Credit, other than as a result of the date Agent's or any such Bank's gross negligence or willful misconduct, (b) upon the Company received notice from reduction (but not termination) of the Issuing Lender) that Total Commitment to an amount less than the applicable Borrower intends Maximum Drawing Amount, an amount equal to reimburse the Issuing Lender for such drawing from other sources or fundsdifference, the Company which amount shall be deemed held by the Agent for the benefit of the Banks and the Agent as cash collateral for all Reimbursement Obligations, and (c) upon the termination of the Total Commitment, or the acceleration of the Reimbursement Obligations with respect to have timely given a Notice all Letters of Borrowing to the Administrative Agent requesting that the Lenders make a Revolving Credit Loan bearing interest at the Base Rate on such date in a Dollar Amount accordance with section 14, an amount equal to the then Maximum Drawing Amount on all outstanding Letters of Credit, which amount of (a) such draft so paid and (b) any amounts referred to in Section 3.3(c) incurred shall be held by the Issuing Lender in connection with Agent for the benefit of the Banks and the Agent as cash collateral for all Reimbursement Obligations. Each such payment (including, without limitation, shall be made to the Agent at the Agent's Office in immediately available funds. Interest on any and all costs, fees and other expenses incurred amounts remaining unpaid by the Issuing Lender or the Several Issuing Lenders in effecting the payment of Company under this section 5.2 at any Letter of Credit denominated in an Alternative Currency), and the Revolving Credit Lenders shall make a Revolving Credit Loan bearing interest at the Base Rate in such amount, the proceeds of which shall be applied to reimburse the Issuing Lender and the Several Issuing Lenders, as applicable, for the amount of the related drawing and costs and expenses. Each Revolving Credit Lender acknowledges and agrees that its obligation to fund a Revolving Credit Loan in accordance with this Section to reimburse any draft paid under a Letter of Credit and related drawing costs and expenses provided herein is absolute and unconditional and shall not be affected by any circumstance whatsoever, including, without limitation, non-satisfaction of the conditions set forth in Section 2.4(a) or Article V. If the applicable Borrower has elected to pay the amount of such drawing with funds from other sources and shall fail to reimburse the Issuing Lender or the Several Issuing Lenders, as applicable, as provided above, the unreimbursed amount of such drawing shall bear interest at the rate which would be payable on any outstanding Revolving Credit Loans which are Base Rate Loans which were then overdue time from the date such amounts become due and payable (whether at as stated maturityin this section 5.2, by acceleration or otherwise) until payment in fullfull (whether before or after judgment) shall be payable to the Agent on demand at the rate specified in section 4.3 for overdue principal on the Syndicated Loans.

Reimbursement Obligation of the Company. In the event of any drawing under any Letter of Credit, each Borrower (a) The Company agrees to reimburse (either with the proceeds of relevant Issuing Lender on the same Business Day on which a Revolving Credit Loan as provided for in this Section or with funds from other sources), in same day funds in the applicable Permitted Currency in which the draft is presented under any Domestic Letter of Credit was denominated, the issued by such Issuing Lender (for the account of the Several Company and paid by such Issuing Lenders in Lender, PROVIDED that such Issuing Lender provides notice to the case of Several Letters of Credit) Company prior to 12:00 Noon, New York City time, on each date on which such Business Day and otherwise the Company will reimburse the Issuing Lender notifies on the next succeeding Business Day; PROVIDED, FURTHER, that the failure to provide such notice shall not affect the absolute and unconditional obligation of the Company of to reimburse the date and amount of a relevant Issuing Lender for any draft paid under any Domestic Letter of Credit issued for by it. Each Issuing Lender shall provide notice to the account of Company on such Borrower for Business Day as a draft is presented and paid by such Issuing Lender indicating the amount of the sum of (ai) such draft so paid and (bii) any amounts referred to in Section 3.3(c) taxes, fees, charges or other costs or expenses incurred by the such Issuing Lender in connection with such payment. Unless the Company Each such payment shall immediately notify the be made to such Issuing Lender (at its address for notices specified herein in Dollars and in any event within one (1) Business Day of the date the Company received notice from the Issuing Lender) that the applicable Borrower intends to reimburse the Issuing Lender for such drawing from other sources or immediately available funds, the Company shall be deemed to have timely given a Notice of Borrowing to the Administrative Agent requesting that the Lenders make a Revolving Credit Loan bearing interest at the Base Rate on such date in a Dollar Amount equal to the amount of (a) such draft so paid and . (b) any amounts referred to in Section 3.3(c) incurred by the Issuing Lender in connection with such payment (including, without limitation, Interest shall be payable on any and all costs, fees and other expenses incurred amounts remaining unpaid by the Issuing Lender or Company under this subsection from the Several Issuing Lenders date such amounts become payable until payment in effecting the payment of any Letter of Credit denominated in an Alternative Currency), and the Revolving Credit Lenders shall make a Revolving Credit Loan bearing interest at the Base Rate in such amount, the proceeds of which shall be applied to reimburse the Issuing Lender and the Several Issuing Lenders, as applicable, for the amount of the related drawing and costs and expenses. Each Revolving Credit Lender acknowledges and agrees that its obligation to fund a Revolving Credit Loan in accordance with this Section to reimburse any draft paid under a Letter of Credit and related drawing costs and expenses provided herein is absolute and unconditional and shall not be affected by any circumstance whatsoever, including, without limitation, non-satisfaction of the conditions set forth in Section 2.4(a) or Article V. If the applicable Borrower has elected to pay the amount of such drawing with funds from other sources and shall fail to reimburse the Issuing Lender or the Several Issuing Lenders, as applicable, as provided above, the unreimbursed amount of such drawing shall bear interest full at the rate which would be payable on any outstanding Revolving Credit Loans which that are Base Rate ABR Loans which were then overdue from overdue. (c) Each drawing under any Domestic Letter of Credit shall constitute a request by the Company to the Administrative Agent for a borrowing of ABR Loans in the amount of such drawing. The Borrowing Date with respect to such borrowing shall be the date of such amounts become payable (whether at stated maturity, by acceleration or otherwise) until payment in fulldrawing.

Reimbursement Obligation of the Company. In the event of If any drawing draft is paid under any Letter of Credit, each Borrower agrees to the Company shall reimburse (either with the proceeds of a Revolving Credit Loan as provided for in this Section or with funds from other sources), in same day funds in the applicable Permitted Currency in which the Letter of Credit was denominated, the Issuing Lender (for the account of the Several Issuing Lenders in the case of Several Letters of Credit) on each date on which the Issuing Lender notifies the Company of the date and amount of a draft paid under any Letter of Credit issued for the account of such Borrower for the amount of (i) the sum of (a) such draft so paid and (bii) any amounts referred to in Section 3.3(c) taxes, fees, charges or other costs or expenses incurred by the such Issuing Lender in connection with such payment, not later than 11:00 a.m. on the date of any payment by the applicable Issuing Lender under a Letter of Credit to be reimbursed in Dollars, or the Applicable Time on the date of any payment by the applicable Issuing Lender under a Letter of Credit to be reimbursed in an Alternative Currency (each such date, an “Honor Date”). Unless Each such payment shall be made to the applicable Issuing Lender at its address for notices referred to herein in immediately available funds. In the case of a Letter of Credit denominated in an Alternative Currency, the Company shall immediately notify reimburse the applicable Issuing Lender in such Alternative Currency, unless (A) such Issuing Lender (and at its option) shall have specified in such notice that it will require reimbursement in Dollars, or (B) in the absence of any event within one (1) Business Day such requirement for reimbursement in Dollars, the Company shall have notified such Issuing Lender promptly following receipt of the date notice of drawing that the Company received notice from will reimburse such Issuing Lender in Dollars. In the Issuing Lender) that case of any such reimbursement in Dollars of a drawing under a Letter of Credit denominated in an Alternative Currency, the applicable Borrower intends Issuing Lender shall notify the Company of the Dollar Equivalent of the amount of the drawing promptly following the determination thereof. In the event that (A) a drawing denominated in an Alternative Currency is to reimburse be reimbursed in Dollars pursuant to the immediately preceding sentence and (B) the Dollar amount paid by the Company, whether on or after the Honor Date, shall not be adequate on the date of that payment to purchase in accordance with normal banking procedures a sum denominated in the Alternative Currency equal to the drawing, the Company agrees, as a separate and independent obligation, to indemnify the applicable Issuing Lender for the loss resulting from its inability on that date to purchase the Alternative Currency in the full amount of the drawing. If the Company fails to timely reimburse the applicable Issuing Lender on the Honor Date, the Administrative Agent shall promptly notify each Lender of the Honor Date, the amount of the unreimbursed drawing (expressed in Dollars in the amount of the Dollar Equivalent thereof in the case of a Letter of Credit denominated in an Alternative Currency) (the “Unreimbursed Amount”), and the amount of such drawing from other sources or fundsLender’s Applicable Percentage thereof. In such event, the Company shall be deemed to have timely given requested a Notice Dollar Tranche Revolving Borrowing of Borrowing Base Rate Loans to be disbursed on the Honor Date in an amount equal to the Administrative Agent requesting that Unreimbursed Amount, without regard to the Lenders make a Revolving Credit Loan bearing interest at minimum and multiples specified in Section 2.02 for the principal amount of Base Rate on such date in a Dollar Amount equal Loans, but subject to the amount of (a) such draft so paid and (b) any amounts referred to in Section 3.3(c) incurred by the Issuing Lender in connection with such payment (including, without limitation, any and all costs, fees and other expenses incurred by the Issuing Lender or the Several Issuing Lenders in effecting the payment of any Letter of Credit denominated in an Alternative Currency), and the Revolving Credit Lenders shall make a Revolving Credit Loan bearing interest at the Base Rate in such amount, the proceeds of which shall be applied to reimburse the Issuing Lender and the Several Issuing Lenders, as applicable, for the amount unutilized portion of the related drawing aggregate Dollar Tranche Revolving Commitments and costs and expenses. Each Revolving Credit Lender acknowledges and agrees that its obligation to fund a Revolving Credit Loan in accordance with this Section to reimburse any draft paid under a Letter of Credit and related drawing costs and expenses provided herein is absolute and unconditional and shall not be affected by any circumstance whatsoever, including, without limitation, non-satisfaction of the conditions set forth in Section 2.4(a) or Article V. If 4.02 (other than the applicable Borrower has elected to pay the amount delivery of such drawing with funds from other sources and shall fail to reimburse the a Borrowing Request). Any notice given by an Issuing Lender or the Several Issuing Lenders, as applicable, as Administrative Agent pursuant to this Section 2.06(e) may be given by telephone if immediately confirmed in writing; provided above, that the unreimbursed amount lack of such drawing an immediate confirmation shall bear interest at not affect the rate which would conclusiveness or binding effect of such notice. Interest shall be payable on any outstanding Revolving Credit Loans which are Base Rate Loans which were then overdue such amounts from the date such amounts become payable (whether at stated maturity, by acceleration or otherwise) on which the relevant draft is paid until payment in fullfull at the rate set forth in (A) until the Business Day next succeeding the date of the relevant notice, Section 2.14(a) and (B) thereafter, Section 2.14(c).

Reimbursement Obligation of the Company. In the event of any drawing under any Letter of Credit, each Borrower (a) The Company agrees to reimburse (either with the proceeds of a Revolving Credit Loan as provided for in this Section or with funds from other sources), in same day funds in the applicable Permitted Currency in which the Letter of Credit was denominated, the Issuing Lender (for the account of the Several Issuing Lenders in the case of Several Letters of Credit) Bank on each date on which the Issuing Lender Bank notifies the Company of the date and amount of a draft presented under any Letter of Credit and paid by the Issuing Bank for the amount of such draft so paid and any taxes, fees, charges or other costs or expenses incurred by the Issuing Bank in connection with such payment. Each such payment shall be made to the Issuing Bank at its address for notices specified herein in Dollars and in immediately available funds. (b) If any draft shall be presented for payment under any Letter of Credit, the Issuing Bank shall promptly notify the Company of the date and amount thereof. If the Issuing Bank notifies the Company prior to 10:00 A.M. (Charlotte, North Carolina time), on any Business Day, of any drawing under any Letter of Credit issued for the account of such Borrower for the amount of the sum of (a) such draft so paid and (b) any amounts referred to in Section 3.3(c) incurred by the Issuing Lender in connection with such payment. Unless the Company shall immediately notify the Issuing Lender (and in any event within one (1) Business Day of the date the Company received notice from the Issuing Lender) that the applicable Borrower intends to reimburse the Issuing Lender for such drawing from other sources or fundsit, the Company shall be deemed reimburse the Issuing Bank pursuant to have timely given a Notice of Borrowing Section 2.8(a) with respect to the Administrative Agent requesting that the Lenders make a Revolving Credit Loan bearing interest at the Base Rate such drawing on such date in a Dollar Amount equal to the amount of (a) such draft so paid and (b) any amounts referred to in Section 3.3(c) incurred by Business Day. If the Issuing Lender in connection with such payment Bank notifies the Company after 10:00 A.M. (includingCharlotte, without limitationNorth Carolina time), on any and all costs, fees and other expenses incurred by the Issuing Lender or the Several Issuing Lenders in effecting the payment Business Day of any drawing under any Letter of Credit denominated in an Alternative Currency), and the Revolving Credit Lenders shall make a Revolving Credit Loan bearing interest at the Base Rate in such amountCredit, the proceeds of which Company shall be applied to reimburse the Issuing Lender Bank pursuant to Section 2.8(a) with respect to such drawing on the next succeeding Business Day and the Several Issuing Lenders, as applicable, for the amount of the related drawing and costs and expenses. Each Revolving Credit Lender acknowledges and agrees that its obligation to fund a Revolving Credit Loan in accordance with this Section to reimburse any draft paid under a Letter of Credit and related drawing costs and expenses provided herein is absolute and unconditional and interest shall not be affected by any circumstance whatsoever, including, without limitation, non-satisfaction of the conditions set forth in Section 2.4(a) or Article V. If the applicable Borrower has elected to pay payable on the amount of such drawing with funds for such period at the rate then applicable to Revolving Credit Loans that are Base Rate Loans hereunder. If any amount payable under this Section is not paid when due, interest shall be payable on such amount from other sources and shall fail to reimburse the Issuing Lender or the Several Issuing Lenders, as applicable, as provided above, the unreimbursed date such amount of such drawing shall bear interest becomes payable under this Section until payment in full thereof at the rate which would be payable on any outstanding Revolving Credit Loans which that are Base Rate Loans which were then overdue from overdue. (c) Each drawing under any Letter of Credit shall constitute a request by the Company to the Administrative Agent for a borrowing of Revolving Credit Loans pursuant to Section 2.2 consisting of Base Rate Loans in the amount of such drawing unless the Company gives notice to the Administrative Agent at least one Business Day prior to such drawing that no such Revolving Credit Loans are requested. The Borrowing Date with respect to such borrowing shall be the date of such amounts become payable (whether at stated maturity, by acceleration or otherwise) until payment in fulldrawing. The Administrative Agent shall use the proceeds of such Loans to reimburse the Issuing Bank for any such drawing.