Common use of Reimbursement Obligation Clause in Contracts

Reimbursement Obligation. With respect to each Letter of Credit, the Letter of Credit Account Party for which such Letter of Credit has been issued will pay Letter of Credit Issuing Bank, within one (1) Banking Day of demand at Letter of Credit Issuing Bank’s Principal Office, in immediately available funds, the amount required to reimburse Letter of Credit Issuing Bank in respect of Letter of Credit Issuing Bank’s payment of each Instrument applicable and/or relating to such Letter of Credit. Such reimbursement shall be made with interest from the date of Letter of Credit Issuing Bank’s payment of such Instrument to the date of reimbursement (i) in the event that such reimbursement is made within one (1) Banking Day of such demand, such interest shall be at the rate applicable to such Letter of Credit, and (ii) in the event that such reimbursement is made after one (1) Banking Day of such demand, such interest shall be at the Default Rate. If the Instrument is in foreign currency, such reimbursement shall be in Dollars at Letter of Credit Issuing Bank’s selling rate for cable transfers to the place of payment of the Instrument current on the date of payment or of Letter of Credit Issuing Bank’s settlement of its obligation, as Letter of Credit Issuing Bank may require. If, for any cause, on the date of payment or settlement, as the case may be, there is no selling rate or other rate of exchange generally current in New York for effecting such transfers, each applicable Letter of Credit Account Party will pay Letter of Credit Issuing Bank on demand an amount in Dollars equivalent to Letter of Credit Issuing Bank’s actual cost of settlement of its obligation however or whenever Letter of Credit Issuing Bank shall make such settlement, with interest at the Prime Rate for Revolving Credit Loans from the date of settlement to the date of payment. Each Letter of Credit Account Party will comply with all governmental exchange regulations now or hereafter applicable to each Letter of Credit or Instrument or payments related thereto and will pay Letter of Credit Issuing Bank, on demand, in Dollars, such amount as Letter of Credit Issuing Bank may be or may have been required to expend on account of such regulations. HSBC may debit, or direct any other Bank to debit, any account or accounts maintained by any other Letter of Credit Account Party with any office of HSBC or any other Bank or any of their respective Subsidiaries or Affiliates (now or in the future) and apply the proceeds to the payment of any and all amounts owed by any Letter of Credit Account Party to Letter of Credit Issuing Bank hereunder, and such Bank, Subsidiary or Affiliate shall be authorized to act in accordance herewith and shall treat this authorization as irrevocable, and HSBC agrees to provide a written notice of such debit to the Borrower within a reasonable period after such debit.

Reimbursement Obligation. With respect to each Letter of Credit, the Letter of Credit Account Party for which such Letter of Credit has been issued will pay Letter of Credit Issuing Bank, within one (1) Banking Day of on demand at Letter of Credit Issuing Bank’s 's Principal Office, in immediately available funds, the amount required to reimburse Letter of Credit Issuing Bank in respect of Letter of Credit Issuing Bank’s 's payment of each Instrument applicable and/or relating to such Letter of Credit. Such reimbursement shall be made with interest at the Default Rate from the date of Letter of Credit Issuing Bank’s payment 's demand for reimbursement of such Instrument to the date of reimbursement (i) in the event that such reimbursement is made within one (1) Banking Day of such demand, such interest shall be at the rate applicable to such Letter of Credit, and (ii) in the event that such reimbursement is made after one (1) Banking Day of such demand, such interest shall be at the Default Ratereimbursement. If the Instrument is in foreign currency, such reimbursement shall be in Dollars at Letter of Credit Issuing Bank’s 's selling rate for cable transfers to the place of payment of the Instrument current on the date of payment or of Letter of Credit Issuing Bank’s 's settlement of its obligation, as Letter of Credit Issuing Bank may require. If, for any cause, on the date of payment or settlement, as the case may be, there is no selling rate or other rate of exchange generally current in New York for effecting such transfers, each applicable Letter of Credit Account Party will pay Letter of Credit Issuing Bank on demand an amount in Dollars equivalent to Letter of Credit Issuing Bank’s 's actual cost of settlement of its obligation however or whenever Letter of Credit Issuing Bank shall make such settlement, with interest at the Prime Rate for Revolving Credit Loans from the date of settlement to the date of payment. Each Letter of Credit Account Party will comply with all governmental exchange regulations now or hereafter applicable to each Letter of Credit or Instrument or payments related thereto and will pay Letter of Credit Issuing Bank, on demand, in Dollars, such amount as Letter of Credit Issuing Bank may be or may have been required to expend on account of such regulations. HSBC may debit, or direct any other Bank to debit, any account or accounts maintained by any other Letter of Credit Account Party with any office of HSBC or any other Bank or any of their respective Subsidiaries or Affiliates (now or in the future) and apply the proceeds to the payment of any and all amounts owed by any Letter of Credit Account Party to Letter of Credit Issuing Bank hereunder, and such Bank, Subsidiary or Affiliate shall be authorized to act in accordance herewith and shall treat this authorization as irrevocable, and HSBC agrees to provide a written notice of such debit to the Borrower within a reasonable period after such debit.

Reimbursement Obligation. With respect (a) The Initial Holder shall reimburse the Alternative Credit Provider for the full amount of any and all payments made by the Alternative Credit Provider pursuant to the terms of this Agreement. Upon each Letter of succeeding Draw Date following the date that the Alternative Credit Provider provides the Alternative Credit, the Letter of Credit Account Party for which such Letter of Credit has been issued will Initial Holder shall pay Letter of Credit Issuing Bank, within one (1) Banking Day of demand at Letter of Credit Issuing Bank’s Principal Office, in immediately available funds, the amount required to reimburse Letter of Credit Issuing Bank in respect of Letter of Credit Issuing Bank’s payment of each Instrument applicable and/or relating to such Letter of Credit. Such reimbursement shall be made with interest from the date of Letter of Credit Issuing Bank’s payment of such Instrument to the date of reimbursement (i) in the event that such reimbursement is made within one (1) Banking Day amount of such demandDraw to the Alternative Credit Provider, such up to the amount of the Alternative Credit with interest shall be thereon at an per annum rate (calculated on a 360 day year) equal to LIBOR plus 2.50% based on the rate applicable actual number of days elapsed from (and including) the date on which the Alternative Credit Provider provided the Alternative Credit to such Letter of Credit, (but excluding) the date on which the Alternative Credit Provider was reimbursed in full the Alternative Credit previously provided hereunder and (ii) all other amounts required to be paid to the Alternative Credit Provider pursuant to Section 6.02(b) (collectively, the “Obligations”). If any of the funds in the event that such reimbursement is made after one Holder Subaccount are returned to the Initial Holder as required by Sections 10.07(c) or (1d) Banking Day of the Indenture, the Initial Holder shall immediately transfer the full amount of such demandfunds to the Alternative Credit Provider. (i) On any Draw Date following the Alternative Credit Provider’s provision of Alternative Credit, the Initial Holder shall pay to the Alternative Credit Provider any Class A-2A Commitment Fee received by the Initial Holder; provided, that if the Alternative Credit Provider has been reimbursed the full amount of the Alternative Credit prior to such interest Draw Date, the Initial Holder shall only pay to the Alternative Credit Provider a portion of such Class A-2A Commitment Fee pro rata based on the number of days elapsed from (and including) the date on which the Alternative Credit Provider provided the Alternative Credit to (but excluding) the date on which the Alternative Credit Provider was reimbursed in full the Alternative Credit previously provided hereunder. (ii) On any Distribution Date that the Initial Holder is paid investment earnings in respect of Class A-2A Permitted Investments, the Initial Holder shall immediately pay over such investment earnings to the Alternative Credit Provider. (c) The Initial Holder’s obligation under this Section 6.02 to make payment to the Alternative Credit Provider shall be at the Default Rate. If the Instrument is in foreign currency, such reimbursement shall be in Dollars at Letter of Credit Issuing Bank’s selling rate for cable transfers to the place of payment of the Instrument current on the date of payment or of Letter of Credit Issuing Bank’s settlement of its obligation, as Letter of Credit Issuing Bank may require. If, for any cause, on the date of payment or settlement, as the case may be, there is no selling rate or other rate of exchange generally current in New York for effecting such transfers, each applicable Letter of Credit Account Party will pay Letter of Credit Issuing Bank on demand an amount in Dollars equivalent to Letter of Credit Issuing Bank’s actual cost of settlement of its obligation however or whenever Letter of Credit Issuing Bank shall make such settlement, with interest at the Prime Rate for Revolving Credit Loans from the date of settlement to the date of payment. Each Letter of Credit Account Party will comply with all governmental exchange regulations now or hereafter applicable to each Letter of Credit or Instrument or payments related thereto absolute and will pay Letter of Credit Issuing Bank, on demand, in Dollars, such amount as Letter of Credit Issuing Bank may be or may have been required to expend on account of such regulations. HSBC may debit, or direct any other Bank to debit, any account or accounts maintained by any other Letter of Credit Account Party with any office of HSBC or any other Bank or any of their respective Subsidiaries or Affiliates (now or in the future) and apply the proceeds to the payment of unconditional under any and all amounts owed by any Letter of Credit Account Party to Letter of Credit Issuing Bank hereunder, and such Bank, Subsidiary or Affiliate shall be authorized to act in accordance herewith and shall treat this authorization as irrevocable, and HSBC agrees to provide a written notice of such debit to the Borrower within a reasonable period after such debitcircumstances whatsoever.

Reimbursement Obligation. With respect To induce Issuing Bank to each Letter of Creditissue and maintain LCs, and to induce Lenders to participate in issued LCs, Borrower agrees to pay or reimburse Issuing Bank (A) on the first (1st) Business Day after Issuing Bank notifies Administrative Agent and Borrower that it has made payment under a LC, the Letter of Credit Account Party for which such Letter of Credit has been issued will pay Letter of Credit amount paid by Issuing Bank, and (B) within one five (15) Banking Day of demand at Letter of Credit Issuing Bank’s Principal Office, in immediately available fundsBusiness Days after demand, the amount of any additional fees Issuing Bank customarily charges for amending LC Agreements, for honoring drafts under LCs, and for taking similar action in connection with letters of credit. If Borrower has not reimbursed Issuing Bank for any drafts paid by the date on which reimbursement is required under this Section, then Administrative Agent is irrevocably authorized to, and shall immediately, fund Borrower's reimbursement obligations as Base Rate Principal if and so long as no Default exists. The proceeds of the Loan shall be advanced directly to Issuing Bank to pay Borrower's unpaid reimbursement obligations. If a Default exists, then Borrower's reimbursement obligation shall constitute a demand obligation. Borrower's obligations under this Section are absolute and unconditional under any and all circumstances and irrespective of any setoff, counterclaim, or defense to payment that Borrower may have at any time against any Loan Party or any other Person. From the date that Issuing Bank pays a draft under a LC until Borrower either reimburses or is obligated to reimburse Letter of Credit Issuing Bank in respect for that draft under this Section, the amount of Letter of Credit such draft bears interest payable to Issuing Bank’s payment of each Instrument Bank at the rate then applicable and/or relating to such Letter of CreditBase Rate Principal. Such reimbursement shall be made with interest from From the due date of Letter of Credit Issuing Bank’s payment of such Instrument the respective amounts due under this Section, to the date of paid, unpaid reimbursement amounts accrue interest that is payable on demand at the Base Rate plus two percent (i) in the event that such reimbursement is made within one (1) Banking Day of such demand, such 2%). Such interest shall be at accrue for the rate applicable to such Letter of Creditactual days elapsed, and (ii) in including the event that such reimbursement is made after one (1) Banking Day of such demand, such interest shall be at first day but excluding the Default Rate. If the Instrument is in foreign currency, such reimbursement shall be in Dollars at Letter of Credit Issuing Bank’s selling rate for cable transfers to the place of payment of the Instrument current on the date of payment or of Letter of Credit Issuing Bank’s settlement of its obligation, as Letter of Credit Issuing Bank may require. If, for any cause, on the date of payment or settlement, as the case may be, there is no selling rate or other rate of exchange generally current in New York for effecting such transfers, each applicable Letter of Credit Account Party will pay Letter of Credit Issuing Bank on demand an amount in Dollars equivalent to Letter of Credit Issuing Bank’s actual cost of settlement of its obligation however or whenever Letter of Credit Issuing Bank shall make such settlement, with interest at the Prime Rate for Revolving Credit Loans from the date of settlement to the date of payment. Each Letter of Credit Account Party will comply with all governmental exchange regulations now or hereafter applicable to each Letter of Credit or Instrument or payments related thereto and will pay Letter of Credit Issuing Bank, on demand, in Dollars, such amount as Letter of Credit Issuing Bank may be or may have been required to expend on account of such regulations. HSBC may debit, or direct any other Bank to debit, any account or accounts maintained by any other Letter of Credit Account Party with any office of HSBC or any other Bank or any of their respective Subsidiaries or Affiliates (now or in the future) and apply the proceeds to the payment of any and all amounts owed by any Letter of Credit Account Party to Letter of Credit Issuing Bank hereunder, and such Bank, Subsidiary or Affiliate shall be authorized to act in accordance herewith and shall treat this authorization as irrevocable, and HSBC agrees to provide a written notice of such debit to the Borrower within a reasonable period after such debitlast day.

Reimbursement Obligation. With respect to each Letter of Credit, the Letter of Credit Account Party for which such Letter of Credit has been issued The Borrower will pay Letter of Credit Issuing BankChase, within one (1) Banking Day of on demand at Letter of Credit Issuing Bank’s Chase's Principal Office, in immediately available funds, the amount required to reimburse Letter of Credit Issuing Bank Chase in respect of Letter of Credit Issuing Bank’s Chase's payment of each Instrument applicable and/or relating to such Letter of CreditInstrument. Such reimbursement shall be made with interest at the Default Rate on Revolving Credit Loans from the date of Letter of Credit Issuing Bank’s payment Chase's demand for reimbursement of such Instrument to the date of reimbursement (i) in the event that such reimbursement is made within one (1) Banking Day of such demand, such interest shall be at the rate applicable to such Letter of Credit, and (ii) in the event that such reimbursement is made after one (1) Banking Day of such demand, such interest shall be at the Default Ratereimbursement. If the Instrument is in foreign currency, such reimbursement shall be in Dollars at Letter of Credit Issuing Bank’s Chase's selling rate for cable transfers to the place of payment of the Instrument current on the date of payment or of Letter of Credit Issuing Bank’s Chase's settlement of its obligation, as Letter of Credit Issuing Bank Chase may require. If, for any cause, on the date of payment or settlement, as the case may be, there is no selling rate or other rate of exchange generally current in New York for effecting such transfers, each applicable Letter of Credit Account Party the Borrower will pay Letter of Credit Issuing Bank Chase on demand an amount in Dollars equivalent to Letter of Credit Issuing Bank’s Chase's actual cost of settlement of its obligation however or whenever Letter of Credit Issuing Bank Chase shall make such settlement, with interest at the Prime Rate for Revolving Credit Loans from the date of settlement to the date of payment. Each Letter of Credit Account Party The Borrower will comply with all governmental exchange regulations now or hereafter applicable to each Letter of Credit or Instrument or payments related thereto and will pay Letter of Credit Issuing BankChase, on demand, in Dollars, such amount as Letter of Credit Issuing Bank Chase may be or may have been required to expend on account of such regulations. HSBC Chase may debit, debit or direct any other Bank to debit, debit any account or accounts maintained by any other Letter of Credit Account Party the Borrower with any office of HSBC Chase or any other Bank or any of their respective Subsidiaries or Affiliates (now or in the future) and apply the proceeds to the payment of any and all amounts owed by any Letter of Credit Account Party the Borrower to Letter of Credit Issuing Bank Chase hereunder, and such Bank, Subsidiary or Affiliate shall be authorized to act in accordance herewith and shall treat this authorization as irrevocable, and HSBC agrees to provide a written notice of such debit to the Borrower within a reasonable period after such debit.

Reimbursement Obligation. With (a) Each Borrower on whose behalf a Letter of Credit is issued agrees unconditionally, irrevocably and absolutely to pay to the Administrative Agent, for the account of the Lenders, the amount of each advance drawn under or pursuant to a Letter of Credit or an L/C Draft related thereto (such obligation of the Borrowers to reimburse the Administrative Agent for an advance made under a Letter of Credit or L/C Draft being hereinafter referred to as a “Reimbursement Obligation” with respect to such Letter of Credit or L/C Draft), each such reimbursement to be made by such Borrower no later than the Business Day on which the applicable Issuing Bank makes payment of each such L/C Draft or, if such Borrower shall have received notice of a Reimbursement Obligation later than 12:00 noon (New York time), on any Business Day or on a day which is not a Business Day, no later than 12:00 noon (New York time), on the immediately following Business Day or, in the case of any other draw on a Letter of Credit, the Letter date specified in the demand of Credit Account Party for which such Letter of Credit has been issued will pay Letter of Credit Issuing Bank, within one (1) Banking Day of demand . If the applicable Borrower at Letter of Credit Issuing Bank’s Principal Office, in immediately available fundsany time fails to repay a Reimbursement Obligation pursuant to this Section 3.7, the amount required to reimburse Letter of Credit Issuing Bank in respect shall promptly notify the Administrative Agent and the Administrative Agent shall promptly notify each Lender and such Borrower shall be deemed to have requested to borrow Revolving Loans from the Lenders, as of Letter the date of Credit Issuing Bank’s payment the advance giving rise to the Reimbursement Obligation, equal to the amount of each Instrument applicable and/or relating to such Letter of Creditthe unpaid Reimbursement Obligation. Such reimbursement Revolving Loans shall be made with interest from as of the date of Letter the payment giving rise to such Reimbursement Obligation, automatically, without notice and without any requirement to satisfy the conditions precedent otherwise applicable to an Advance of Credit Issuing Bank’s payment of such Instrument Revolving Loans. (b) Each Lender shall upon any notice pursuant to Section 3.7(a) make available to the date Administrative Agent for the account of reimbursement the relevant Issuing Bank an amount (i) in the event that such reimbursement is made within one same Agreed Currency or (1) Banking Day of such demand, such interest shall be at the rate applicable to such Letter of Credit, and (iiii)(A) in the event applicable Alternate Currency, if available to such Lender, or (B) if such Alternate Currency is not available to such Lender, in Dollars in an amount equal to the Dollar Amount (it being understood that such reimbursement is made after one (1any costs associated with currency conversions shall be borne by the applicable Borrower) Banking Day of such demand, such interest shall be at the Default Rate. If the Instrument is in foreign currency, such reimbursement shall be in Dollars at Letter of Credit Issuing Bank’s selling rate for cable transfers to the place of payment of the Instrument current on the date of payment or of Letter of Credit Issuing Bank’s settlement of its obligation, as Letter of Credit Issuing Bank may require. If, for any cause, on the date of payment or settlementAlternate Currency, as the case may be, there is no selling rate or other rate of exchange generally current in New York for effecting such transfers, each as the applicable Letter of Credit Account Party will pay Letter and in immediately available funds equal to its Pro Rata Share of Credit the amount of the drawing, whereupon such Lenders shall (subject to Section 3.7(d)) each be deemed to have made a Revolving Loan constituting a Floating Rate Advance, the proceeds of which Advance shall be used to repay such Reimbursement Obligation. If any Lender so notified fails to make available to the Administrative Agent for the account of the Issuing Bank the amount of such Lender’s Pro Rata Share of the amount of the drawing by no later than 2:00 p.m. (New York time) on demand an amount in Dollars equivalent to Letter of Credit Issuing Bank’s actual cost of settlement of its obligation however or whenever Letter of Credit Issuing Bank shall make such settlement, with interest at the Prime Rate for Revolving Credit Loans from the date of settlement the advance giving rise to the Reimbursement Obligation, if notified prior to 12:00 p.m. (New York time) or on the next Business Day if notified thereafter, then interest shall accrue on such Lender’s obligation to make such payment, from such date to the date such Lender makes such payment, at a rate per annum equal to the Federal Funds Effective Rate in effect from time to time during such period. The Administrative Agent will promptly give notice of payment. the occurrence of the draw, but failure of the Administrative Agent to give any such notice in sufficient time to enable any Lender to effect such payment on such date shall not relieve such Lender from its obligations under this Section 3.7. (c) Each Lender’s obligation in accordance with this Agreement to make the Revolving Loans, as contemplated by this Section 3.7, as a result of a drawing under a Letter of Credit Account Party will comply with all governmental exchange regulations now Credit, shall be absolute and unconditional and without recourse to the Issuing Banks and shall not be affected by any circumstance, including (i) any set-off, counterclaim, recoupment, defense or hereafter applicable to each Letter of Credit or Instrument or payments related thereto and will pay Letter of Credit other right which such Revolving Lender may have against an Issuing Bank, on demand, in Dollars, such amount as Letter of Credit Issuing Bank may be or may have been required to expend on account of such regulations. HSBC may debit, or direct any other Bank to debit, any account or accounts maintained by any other Letter of Credit Account Party with any office of HSBC the Company or any other Bank Person for any reason whatsoever; (ii) the occurrence or continuance of a Default, an Unmatured Default or a Material Adverse Effect; or (iii) any other circumstance, happening or event whatsoever, whether or not similar to any of their respective Subsidiaries the foregoing. (d) If, for any reason, the Company fails to repay a Reimbursement Obligation on the day such Reimbursement Obligation becomes due and, for any reason, the Lenders are unable to make or Affiliates (now or in the future) have no obligation to make Revolving Loans, then such Reimbursement Obligation shall bear interest from and apply the proceeds to the payment of any and all amounts owed by any Letter of Credit Account Party to Letter of Credit Issuing Bank hereunder, and such Bank, Subsidiary or Affiliate shall be authorized to act in accordance herewith and shall treat this authorization as irrevocable, and HSBC agrees to provide a written notice of such debit to the Borrower within a reasonable period after such debitday, until paid in full, at the interest rate applicable to a Floating Rate Advance.

Reimbursement Obligation. With respect to each Letter of Credit, the Letter of Credit Account Party for which such Letter of Credit has been issued The Borrower will pay Letter of Credit the Issuing Bank, within one (1) Banking Day of on demand at Letter of Credit the Issuing Bank’s 's Principal Office, in immediately available funds, the amount required to reimburse Letter of Credit the Issuing Bank in respect of Letter of Credit the Issuing Bank’s 's payment of each Instrument applicable and/or relating to such Letter of CreditInstrument. Such reimbursement shall be made with interest from the date of Letter of Credit the Issuing Bank’s 's payment of such Instrument to the date of reimbursement which is two (i2) in Business Days after the event that such reimbursement is made within one (1) Banking Day date of such demand, such interest shall be demand at the rate applicable to such Letter of CreditBase Rate, and (ii) in the event that such reimbursement is made after one (1) Banking Day of such demand, such interest shall be thereafter at the Default RateRate until the date of reimbursement. If the Instrument is in foreign currency, such Such reimbursement shall be in Dollars at Letter of Credit the Issuing Bank’s 's selling rate for cable transfers to the place of payment of the Instrument current on the date of payment or of Letter of Credit the Issuing Bank’s 's settlement of its obligation, as Letter of Credit the Issuing Bank may requirerequire or, at the Issuing Bank's election, in the currency in which the Issuing Bank was required to pay such Instrument. If, for any cause, on the date of payment or settlement, as the case may be, there is no selling rate or other rate of exchange generally current in New York for effecting such transfers, each applicable Letter of Credit Account Party the Borrower will pay Letter of Credit the Issuing Bank on demand an amount in Dollars equivalent to Letter of Credit the Issuing Bank’s 's actual cost of settlement of its obligation however or whenever Letter of Credit the Issuing Bank shall make such settlement, with interest at the Prime Base Rate for Revolving Credit Base Rate Loans from the date of settlement to the date of payment. Each Letter of Credit Account Party The Borrower will comply with all governmental exchange regulations now or hereafter applicable to each Letter of Credit or Instrument or payments related thereto and will pay Letter of Credit the Issuing Bank, on demand, in Dollars, such amount as Letter of Credit the Issuing Bank may be or may have been required to expend on account of such regulations. HSBC The Issuing Bank may debit, debit or direct any other Bank Lender to debit, debit any account or accounts maintained by any other Letter of Credit Account Party the Borrower with any office of HSBC the Issuing Bank or any other Bank Lender or any of their respective Subsidiaries or Affiliates (now or in the future) and apply the proceeds to the payment of any and all amounts owed by any Letter of Credit Account Party the Borrower to Letter of Credit the Issuing Bank hereunder, and such BankLender, Subsidiary or Affiliate shall be authorized to act in accordance herewith and shall treat this authorization as irrevocable, and HSBC agrees to provide a written notice of such debit to . If the due date for reimbursement by the Borrower within a reasonable period after such debitpursuant to this Section 3.02 shall be extended by operation of Law or otherwise, interest shall continue to accrue and be payable at the applicable rate set forth in this Section 3.02.

Reimbursement Obligation. With respect In order to each induce the Issuing Bank to issue, -- ------------------------ extend and renew any Letter of Credit, each Borrower hereby agrees, jointly and severally, to reimburse or pay to the Letter Issuing Bank, for the account of Credit Account Party for which the Issuing Bank or (as the case may be) the Lenders, with respect to each such Letter of Credit has been issued will pay for the account of any Borrower issued, extended or renewed by the Issuing Bank hereunder as follows: 1. on each date that any draft presented under any such Letter of Credit is honored by the Issuing BankBank or the Issuing Bank otherwise makes payment with respect thereto, within one (1A) Banking Day of demand at Letter of Credit Issuing Bank’s Principal Office, in immediately available funds, the amount required to reimburse Letter of Credit paid by the Issuing Bank in under or with respect of Letter of Credit Issuing Bank’s payment of each Instrument applicable and/or relating to such Letter of Credit. Such reimbursement shall be made with interest from the date of Letter of Credit Issuing Bank’s payment of such Instrument to the date of reimbursement (i) in the event that such reimbursement is made within one (1) Banking Day of such demand, such interest shall be at the rate applicable to such Letter of Credit, and (iiB) the amount of any taxes, fees, charges or other costs and expenses whatsoever incurred by the Issuing Bank in connection with any payment made by the event that such reimbursement is made after one (1) Banking Day of such demandIssuing Bank under, or with respect to, such interest Letter of Credit; and 2. upon the expiration of the Contract Period, termination of the Revolver or demand for payment thereof, an amount equal to 105% of the then aggregate face amount of all outstanding Letters of Credit issued hereunder for the account of a Borrower, which amount shall be at held by the Default RateIssuing Bank as cash collateral for all Reimbursement Obligations, or Borrowers shall deliver to Agent for the benefit of Lenders such other security for the Reimbursement Obligation as the Issuing Bank and the Required Lenders shall reasonably require. If the Instrument is in foreign currency, Each such reimbursement payment shall be made to the Issuing Bank at its head office in Dollars immediately available funds. Interest on any and all amounts remaining unpaid by the Borrowers under this SECTION 2.4 at Letter of Credit any time from the date such amounts ----------- become due and payable (whether as stated in this SECTION 2.4, by acceleration ----------- or otherwise) until payment in full (whether before acceleration or otherwise) until payment in full (whether before or after judgment) shall be payable to the Issuing Bank’s selling rate , for cable transfers to the place account of payment of the Instrument current on the date of payment or of Letter of Credit Issuing Bank’s settlement of its obligation, as Letter of Credit Issuing Bank may require. If, for any cause, on the date of payment or settlement, (as the case may be) the Lenders, there is no selling rate or other rate of exchange generally current in New York for effecting such transfers, each applicable Letter of Credit Account Party will pay Letter of Credit Issuing Bank on demand an amount in Dollars equivalent to Letter of Credit Issuing Bank’s actual cost of settlement of its obligation however or whenever Letter of Credit Issuing Bank shall make such settlement, with interest at the Prime Rate for Revolving Credit Loans from the date of settlement to the date of payment. Each Letter of Credit Account Party will comply with all governmental exchange regulations now or hereafter applicable to each Letter of Credit or Instrument or payments related thereto and will pay Letter of Credit Issuing Bank, on demand, in Dollars, such amount as Letter of Credit Issuing Bank may be or may have been required to expend on account of such regulations. HSBC may debit, or direct any other Bank to debit, any account or accounts maintained by any other Letter of Credit Account Party with any office of HSBC or any other Bank or any of their respective Subsidiaries or Affiliates (now or in the future) and apply the proceeds to the payment of any and all amounts owed by any Letter of Credit Account Party to Letter of Credit Issuing Bank hereunder, and such Bank, Subsidiary or Affiliate shall be authorized to act in accordance herewith and shall treat this authorization as irrevocable, and HSBC agrees to provide a written notice of such debit to the Borrower within a reasonable period after such debitDefault Rate.

Reimbursement Obligation. With respect to each Letter of Credit, the Letter of Credit Account Party for which such Letter of Credit has been issued Borrower will pay Letter of Credit Issuing BankChase, within one (1) Banking Day of on demand at Letter of Credit Issuing Bank’s Chase's Principal Office, in immediately available funds, the amount required to reimburse Letter of Credit Issuing Bank Chase in respect of Letter of Credit Issuing Bank’s Chase's payment of each Instrument applicable and/or relating to such Letter of CreditInstrument. Such reimbursement shall be made with interest at the Default Rate on Revolving Credit Loans from the date of Letter of Credit Issuing Bank’s payment Chase's demand for reimbursement of such Instrument to the date of reimbursement (i) in the event that such reimbursement is made within one (1) Banking Day of such demand, such interest shall be at the rate applicable to such Letter of Credit, and (ii) in the event that such reimbursement is made after one (1) Banking Day of such demand, such interest shall be at the Default Ratereimbursement. If the Instrument is in foreign currency, such reimbursement shall be in Dollars at Letter of Credit Issuing Bank’s Chase's selling rate for cable transfers to the place of payment of the Instrument current on the date of payment or of Letter of Credit Issuing Bank’s Chase's settlement of its obligation, as Letter of Credit Issuing Bank Chase may require. If, for any cause, on the date of payment or settlement, as the case may be, there is no selling rate or other rate of exchange generally current in New York for effecting such transfers, each applicable Letter of Credit Account Party Borrower will pay Letter of Credit Issuing Bank Chase on demand an amount in Dollars equivalent to Letter of Credit Issuing Bank’s Chase's actual cost of settlement of its obligation however or whenever Letter of Credit Issuing Bank Chase shall make such settlement, with interest at the Prime Rate for Revolving Credit Loans from the date of settlement to the date of payment. Each Letter of Credit Account Party Borrower will comply with all governmental exchange regulations now or hereafter applicable to each Letter of Credit or Instrument or payments related thereto and will pay Letter of Credit Issuing BankChase, on demand, in Dollars, such amount as Letter of Credit Issuing Bank Chase may be or may have been required to expend on account of such regulations. HSBC Chase may debit, or direct any other Bank to debit, any account or accounts maintained by any other Letter of Credit Account Party Borrower with any office of HSBC Chase or any other Bank or any of their respective Subsidiaries or Affiliates (now or in the future) and apply the proceeds to the payment of any and all amounts owed by any Letter of Credit Account Party Borrower to Letter of Credit Issuing Bank Chase hereunder, and such Bank, Subsidiary or Affiliate shall be authorized to act in accordance herewith and shall treat this authorization as irrevocable, and HSBC agrees to provide a written notice of such debit to the Borrower within a reasonable period after such debit.

Reimbursement Obligation. With respect to each Letter of Credit, the The relevant Letter of Credit Account Party for which such Letter of Credit has been issued will pay Letter of Credit Issuing BankChase, within one (1) Banking Day of demand on the same Business Day, at Letter of Credit Issuing Bank’s Chase's Principal Office, in immediately available funds, the amount required to reimburse Chase in respect of Chase's payment of each Instrument. If such Letter of Credit Issuing Bank in respect of Party shall not reimburse Chase on the same Business Day but such reimbursement shall be made within two (2) Banking Days after such Letter of Credit Issuing Bank’s payment of each Instrument applicable and/or relating Party is obligated to reimburse Chase, then such Letter of Credit. Such reimbursement shall be made with interest at the rate of interest on Revolving Credit Loans which are Base Rate Loans (plus the Applicable Margin) from the date of Letter of Credit Issuing Bank’s payment Chase's reimbursement of such Instrument to the date of such Letter of Credit Party's reimbursement (i) in the event that of Chase. If such reimbursement is made within one (1) Banking Day at any time thereafter, such reimbursement shall be made with interest at the Default Rate on Revolving Credit Loans which are Base Rate Loans from the date of Chase's reimbursement of such demand, such interest shall be at Instrument to the rate applicable to date of such Letter of Credit, and (ii) in the event that such Credit Party's reimbursement is made after one (1) Banking Day of such demand, such interest shall be at the Default RateChase. If the Instrument is in foreign currency, such reimbursement shall be in Dollars United States currency at Letter of Credit Issuing Bank’s Chase's selling rate for cable transfers to the place of payment of the Instrument current on the date of payment or of Letter of Credit Issuing Bank’s Chase's settlement of its obligation, as Letter of Credit Issuing Bank Chase may require. If, for any cause, on the date of payment or settlement, as the case may be, there is no selling rate or other rate of exchange generally current in New York for effecting such transfers, each applicable the Letter of Credit Account Party will pay Letter of Credit Issuing Bank Chase on demand an amount in Dollars United States currency equivalent to Letter of Credit Issuing Bank’s Chase's actual cost of settlement of its obligation however or whenever Letter of Credit Issuing Bank Chase shall make such settlement, with interest at the Prime Base Rate plus the Applicable Margin for Revolving Credit Loans which are Base Rate Loans from the date of settlement to the date of payment. Each Letter of Credit Account Party will comply with all governmental exchange regulations now or hereafter applicable to each Letter of Credit or Instrument or payments related thereto and will pay Letter of Credit Issuing BankChase, on demand, in Dollars, such amount as Letter of Credit Issuing Bank Chase may be or may have been required to expend on account of such regulations. HSBC Chase may debit, debit or direct any other Bank to debit, debit any account or accounts maintained by any other the Letter of Credit Account Party with any office of HSBC Chase or any other Bank or any of their respective Subsidiaries or Affiliates affiliates (now or in the future) and apply the proceeds to the payment of any and all amounts owed by any such Letter of Credit Account Party to Letter of Credit Issuing Bank Chase hereunder, and such Bank, Subsidiary or Affiliate shall be authorized to act in accordance herewith and shall treat this authorization as irrevocable, and HSBC agrees to provide a written notice of such debit to the Borrower within a reasonable period after such debit.

Reimbursement Obligation. With respect to each Letter of Credit, the Letter of Credit Account Party for which such Letter of Credit has been issued The applicable Borrower will pay Letter of Credit Issuing BankChase, within one (1) Banking Day of on demand at Letter of Credit Issuing Bank’s Chase's Principal Office, in immediately available funds, the amount required to reimburse Letter of Credit Issuing Bank Chase in respect of Letter of Credit Issuing Bank’s Chase's payment of each Instrument applicable and/or relating to such instrument under a Letter of Credit. Such If reimbursed within two (2) Business Days after the Borrower is obligated to reimburse Chase, then such reimbursement shall be made with interest at the rate of interest on Revolving Credit Loans (plus the Margin) from the date of Letter of Credit Issuing Bank’s Chase's payment of such Instrument instrument to the date of the applicable Borrower's reimbursement (i) in the event that of Chase, and if reimbursed thereafter, such reimbursement is made within one (1) Banking Day of such demand, such interest shall be at the rate applicable to such Letter of Credit, and (ii) in the event that such reimbursement is made after one (1) Banking Day of such demand, such with interest shall be at the Default RateRate on Revolving Credit Loans from the date of Chase's payment of such instrument to the date of reimbursement. If the Instrument any instrument is payable in a foreign currency, such reimbursement shall be in Dollars United States currency at Letter of Credit Issuing Bank’s Chase's selling rate for cable transfers to the place of payment of the Instrument instrument current on the date of payment or of Letter of Credit Issuing Bank’s Chase's settlement of its obligation, as Letter of Credit Issuing Bank Chase may require. If, for any cause, on the date of payment or settlement, as the case may be, there is no selling rate or other rate of exchange generally current in New York for effecting such transfers, each the applicable Letter of Credit Account Party Borrower will pay Letter of Credit Issuing Bank Chase on demand an amount in Dollars United States currency equivalent to Letter of Credit Issuing Bank’s Chase's actual cost of settlement of its obligation however or whenever Letter of Credit Issuing Bank Chase shall make such settlement, with interest at the Prime Rate plus the Margin for Revolving Credit Loans from the date of settlement to the date of payment. Each Letter of Credit Account Party Borrower will comply with all governmental exchange regulations now or hereafter applicable to each Letter of Credit or Instrument instrument or payments related thereto and will pay Letter of Credit Issuing BankChase, on demand, in Dollars, such amount as Letter of Credit Issuing Bank Chase may be or may have been required to expend on account of such regulations. HSBC Chase may debit, debit or direct any other Bank Lender, the Agent, or the Servicing Agent to debit, debit any account or accounts maintained by any other Letter of Credit Account Party such Borrower with any office of HSBC Chase or any other Bank or any of their respective Subsidiaries or Affiliates (now or in the future) and apply the proceeds to the payment of any and all amounts owed by any Letter of Credit Account Party to Letter of Credit Issuing Bank hereunder, and such Bank, Subsidiary or Affiliate shall be authorized to act in accordance herewith and shall treat this authorization as irrevocable, and HSBC agrees to provide a written notice of such debit to the Borrower within a reasonable period after such debitLender.

Reimbursement Obligation. With respect to each Letter of Credit, the Letter of Credit Account Party for which such Letter of Credit has been issued The Borrower will pay Letter of Credit Issuing BankChase, within one (1) Banking Day of demand on the same Business Day, at Letter of Credit Issuing Bank’s Chase's Principal Office, in immediately available funds, the amount required to reimburse Letter of Credit Issuing Bank Chase in respect of Letter of Credit Issuing Bank’s Chase's payment of each Instrument applicable and/or relating Instrument. If the Borrower shall not reimburse Chase on the same Business Day but such reimbursement shall be made within two (2) Banking Days after the Borrower is obligated to reimburse Chase, then such Letter of Credit. Such reimbursement shall be made with interest at the rate of interest on Revolving Credit Loans which are Base Rate Loans (plus the Applicable Margin) from the date of Letter of Credit Issuing Bank’s payment Chase's reimbursement of such Instrument to the date of the Borrower's reimbursement (i) in the event that of Chase. If such reimbursement is made within one (1) Banking Day of such demandat any time thereafter, such interest reimbursement shall be at the rate applicable to such Letter of Credit, and (ii) in the event that such reimbursement is made after one (1) Banking Day of such demand, such with interest shall be at the Default RateRate on Revolving Credit Loans which are Base Rate Loans from the date of Chase's reimbursement of such Instrument to the date of the Borrower's reimbursement of Chase. If the Instrument is in foreign currency, such reimbursement shall be in Dollars United States currency at Letter of Credit Issuing Bank’s Chase's selling rate for cable transfers to the place of payment of the Instrument current on the date of payment or of Letter of Credit Issuing Bank’s Chase's settlement of its obligation, as Letter of Credit Issuing Bank Chase may require. If, for any cause, on the date of payment or settlement, as the case may be, there is no selling rate or other rate of exchange generally current in New York for effecting such transfers, each applicable Letter of Credit Account Party the Borrower will pay Letter of Credit Issuing Bank Chase on demand an amount in Dollars United States currency equivalent to Letter of Credit Issuing Bank’s Chase's actual cost of settlement of its obligation however or whenever Letter of Credit Issuing Bank Chase shall make such settlement, with interest at the Prime Base Rate plus the Applicable Margin for Revolving Credit Loans which are Base Rate Loans from the date of settlement to the date of payment. Each Letter of Credit Account Party The Borrower will comply with all governmental exchange regulations now or hereafter applicable to each Letter of Credit or Instrument or payments related thereto and will pay Letter of Credit Issuing BankChase, on demand, in Dollars, such amount as Letter of Credit Issuing Bank Chase may be or may have been required to expend on account of such regulations. HSBC Chase may debit, debit or direct any other Bank to debit, debit any account or accounts maintained by any other Letter of Credit Account Party the Borrower with any office of HSBC Chase or any other Bank or any of their respective Subsidiaries or Affiliates affiliates (now or in the future) and apply the proceeds to the payment of any and all amounts owed by any Letter of Credit Account Party to Letter of Credit Issuing Bank hereunder, and such Bank, Subsidiary or Affiliate shall be authorized to act in accordance herewith and shall treat this authorization as irrevocable, and HSBC agrees to provide a written notice of such debit to the Borrower within a reasonable period after such debitto Chase hereunder.

Reimbursement Obligation. With respect The Borrowers hereby agree to each pay to the ------------------------ Letter of Credit Lender, on the date on which the Letter of Credit Lender shall be required to pay any draft presented under any Letter of Credit, a sum (the "Reimbursement Amount") equal to: (i) the amount so paid under such Letter of Credit, plus (ii) interest on any amount remaining unpaid by the Borrowers to the Letter of Credit Lender under clause (i) for the period from and including the date on which such amount becomes payable pursuant to clause (i) until payment in full, payable on demand, at the rate of interest applicable to Base Rate Loans. If the Borrowers shall fail to pay to the Letter of Credit Lender the Reimbursement Amount on the date on which the Letter of Credit Lender shall be required to pay any draft presented under any Letter of Credit, the Letter of Credit Account Party Lender may, at its election, consider such failure to be a request for which such Base Rate Loans in the aggregate principal amount of the unpaid Reimbursement Amount. The Borrowers hereby authorize the Letter of Credit has been issued will pay Lender, without further request from the Borrowers, to direct the Agent to cause the Borrowers' liability to the Letter of Credit Issuing BankLender for reimbursement to be repaid from the proceeds of Base Rate Loans to be made hereunder; provided, within one (1) Banking Day however, that in the -------- ------- event that the Lenders do not make such Base Rate Loans for any reason, each Lender shall pay to the Agent, acting on behalf of demand at the Letter of Credit Issuing Bank’s Principal OfficeLender, in immediately available funds, the amount required to reimburse Letter of Credit Issuing Bank in respect of Letter of Credit Issuing Bank’s payment of each Instrument applicable and/or relating to such Letter of Credit. Such reimbursement shall be made with interest from the date of Letter of Credit Issuing Bank’s payment of such Instrument to the date of reimbursement not later than 3:00 p.m. (iBoston, Massachusetts time) in the event that such reimbursement is made within one (1) Banking Day of such demand, such interest shall be at the rate applicable to such Letter of Credit, and (ii) in the event that such reimbursement is made after one (1) Banking Day of such demand, such interest shall be at the Default Rate. If the Instrument is in foreign currency, such reimbursement shall be in Dollars at Letter of Credit Issuing Bank’s selling rate for cable transfers to the place of payment of the Instrument current on the date of such payment (or if the Agent shall notify such other Lender of such payment after 1:00 p.m. (Boston, Massachusetts time), not later than 3:00 p.m. (Boston Massachusetts time) on the next succeeding Business Day), an amount equal to its ratable share of such payment based on its Commitment Percentage. Each Lender's obligation to make such payment to the Agent shall be absolute and unconditional under any and all circumstances without regard to any termination or reduction of the total Revolving Credit Commitment, any demand for payment of any Obligations or any failure of any other Lender to make such payment. Promptly upon its receipt of funds from the Lenders, the Agent shall pay such amounts, in immediately available funds, to the Letter of Credit Issuing Bank’s settlement of its obligationLender, whereupon each such Lender which pays the Agent as aforesaid shall have a participation in the Letter of Credit Issuing Bank may require. If, for any cause, on the date of payment or settlement, as the case may be, there is no selling rate or other rate of exchange generally current in New York for effecting such transfers, each applicable Letter of Credit Account Party will pay Letter of Credit Issuing Bank on demand an amount in Dollars equivalent equal to Letter of Credit Issuing Bank’s actual cost of settlement of its obligation however or whenever Letter of Credit Issuing Bank shall make such settlement, with interest at the Prime Rate for Revolving Credit Loans from the date of settlement to the date of payment. Each Letter of Credit Account Party will comply with all governmental exchange regulations now or hereafter applicable to each Letter of Credit or Instrument or payments related thereto and will pay Letter of Credit Issuing Bank, on demand, in Dollars, such amount as Letter of Credit Issuing Bank may be or may have been required to expend on account of such regulations. HSBC may debit, or direct any other Bank to debit, any account or accounts maintained by any other Letter of Credit Account Party with any office of HSBC or any other Bank or any of their respective Subsidiaries or Affiliates (now or in the future) and apply the proceeds to the payment of any and all amounts owed by any Letter of Credit Account Party to Letter of Credit Issuing Bank hereunder, and such Bank, Subsidiary or Affiliate shall be authorized to act in accordance herewith and shall treat this authorization as irrevocable, and HSBC agrees to provide a written notice of such debit to the Borrower within a reasonable period after such debitCommitment Percentage.

Reimbursement Obligation. With respect to each Letter Each of Creditthe Borrowers and Subsidiary ------------------------- Obligors agrees unconditionally, the Letter irrevocably and absolutely upon receipt of Credit Account Party for which such Letter of Credit has been issued will pay Letter of Credit Issuing Bank, within one (1) Banking Day of demand at Letter of Credit Issuing Bank’s Principal Office, in immediately available funds, the amount required to reimburse Letter of Credit Issuing Bank in respect of Letter of Credit Issuing Bank’s payment of each Instrument applicable and/or relating to such Letter of Credit. Such reimbursement shall be made with interest notice from the date of Letter of Credit Agent or the applicable Issuing Bank’s payment of such Instrument Lender to pay immediately to the date of reimbursement (i) in Agent, for the event that such reimbursement is made within one (1) Banking Day of such demand, such interest shall be at the rate applicable to such Letter of Credit, and (ii) in the event that such reimbursement is made after one (1) Banking Day of such demand, such interest shall be at the Default Rate. If the Instrument is in foreign currency, such reimbursement shall be in Dollars at Letter of Credit Issuing Bank’s selling rate for cable transfers to the place of payment account of the Instrument current on applicable Issuing Lender or the date account of payment or of Letter of Credit Issuing Bank’s settlement of its obligation, as Letter of Credit Issuing Bank may require. If, for any cause, on the date of payment or settlementLenders, as the case may be, there is no selling rate the amount of each advance which may be drawn under or other rate of exchange generally current in New York for effecting such transfers, each applicable pursuant to a Letter of Credit Account Party will pay Letter issued for its account or an L/C Draft related thereto (such obligation of Credit each of the Borrowers and Subsidiary Obligors to reimburse the Issuing Bank on demand Lender or the Agent for an amount in Dollars equivalent to Letter of Credit Issuing Bank’s actual cost of settlement of its obligation however or whenever Letter of Credit Issuing Bank shall make such settlement, with interest at the Prime Rate for Revolving Credit Loans from the date of settlement to the date of payment. Each Letter of Credit Account Party will comply with all governmental exchange regulations now or hereafter applicable to each advance made under a Letter of Credit or Instrument or payments related thereto and will pay L/C Draft being hereinafter referred to as a "Reimbursement Obligation" with respect to such Letter of Credit or L/C Draft), each such payment to be made by the applicable Borrower to the Agent no later than 1:00 p.m. (New York time) or with respect to Reimbursement Obligations owed by Purina Korea, Inc. 1:00 p.m. (Seoul time) on the Business Day on which the applicable Issuing Bank, on demandLender makes payment of each such L/C Draft or, in Dollarsthe case of any other draw on a Letter of Credit, 1:00 p.m. (New York time) or with respect to Reimbursement Obligations owed by Purina Korea, Inc. 1:00 p.m. (Seoul time) on the date specified in a demand by the Agent and such amount as payment shall be made in the applicable currency in which such Letter of Credit was issued. Any Issuing Bank Lender may direct the Agent to make such demand with respect to Letters of Credit issued by such Issuing Lender. If any Borrower at any time fails to repay a Reimbursement Obligation pursuant to this Section 2.18, such Borrower shall be or may deemed to have been required elected to expend on borrow a ------------- Revolving Loan from the applicable Lenders, as of the date of the Advance giving rise to the Reimbursement Obligation equal in amount to the amount of the unpaid Reimbursement Obligation. Such Revolving Loan shall be made as of the date of the payment giving rise to such Reimbursement Obligation, automatically, without notice and without any requirement to satisfy the conditions precedent otherwise applicable to an Advance of Revolving Loans if such Borrower shall have failed to make such payment to the Agent for the account of the applicable Issuing Lender prior to such regulationstime. HSBC may debitSuch Revolving Loans shall constitute a Base Rate Advance, or direct or, in the case of standby Letters of Credit denominated in Korean Won, a Korean Won Advance, the proceeds of which Advance shall be used to repay such Reimbursement Obligation. If, for any other Bank to debitreason, any account Borrower or accounts maintained by Subsidiary Obligor fails to repay a Reimbursement Obligation on the day such Reimbursement Obligation arises and, for any other Letter of Credit Account Party with any office of HSBC reason, the Lenders are unable to make or any other Bank or any of their respective Subsidiaries or Affiliates (now have no obligation to make a Revolving Loan, then such Reimbursement Obligation shall bear interest from and after such day, until paid in full, at the interest rate applicable to a Base Rate Advance, or in the future) and apply the proceeds to the payment case of any and all amounts owed by any Letter standby Letters of Credit Account Party to Letter of Credit Issuing Bank hereunderdenominated in Korean Won, and such Bank, Subsidiary or Affiliate shall be authorized to act in accordance herewith and shall treat this authorization as irrevocable, and HSBC agrees to provide a written notice of such debit to at the Borrower within a reasonable period after such debitKorean CD Rate.

Reimbursement Obligation. With respect The Company hereby unconditionally and irrevocably agrees to reimburse CoBank in full in immediately available funds for each payment and disbursement made by CoBank under any Letter of Credit no later than 3:00 p.m. (Mountain time) on the date that such payment or disbursement is made. In the event the Company fails to pay such reimbursement obligation in full by such time, the Company hereby authorizes CoBank to make a Support L/C Facility Loan under the Support L/C Facility Note if such payment of disbursement was made under any Letter of Credit, and the Company is hereby deemed to have requested a Support L/C Facility Loan, on that date in the amount of any unpaid reimbursement obligation then owing with respect to such payment and disbursement, and such advance may be made to and for the account of CoBank whether or not any condition to the making of a Support L/C Facility Loan is met; provided, however, that CoBank shall be under no obligation to make any such Support L/C Facility Loan. Any amount not reimbursed on the date of a payment or disbursement by CoBank under any Letter of Credit Account Party for which such Letter of Credit has been issued will pay Letter of Credit Issuing Bank, within one (1) Banking Day of demand at Letter of Credit Issuing Bank’s Principal Office, in immediately available funds, the amount required to reimburse Letter of Credit Issuing Bank in respect of Letter of Credit Issuing Bank’s payment of each Instrument applicable and/or relating to such Letter of Credit. Such reimbursement shall be made with bear interest from the date of Letter of Credit Issuing Bank’s such payment of such Instrument or disbursement to the date that CoBank is reimbursed by the Company therefor (directly or by way of reimbursement (i) in the event that such reimbursement is made within one (1) Banking Day of such demanda Support L/C Facility Loan), such interest shall be at the rate applicable to such Letter of Credit, and (ii) in the event that such reimbursement is made after one (1) Banking Day of such demand, such interest shall be at the Default Rate. If the Instrument is in foreign currency, such reimbursement shall be in Dollars at Letter of Credit Issuing Bank’s selling rate for cable transfers to the place of payment of the Instrument current on the date of payment or of Letter of Credit Issuing Bank’s settlement of its obligation, as Letter of Credit Issuing Bank may require. If, for any cause, on the date of payment or settlement, as the case may be, there is no selling rate or other rate of exchange generally current in New York for effecting such transfers, each applicable Letter of Credit Account Party will pay Letter of Credit Issuing Bank on demand an amount in Dollars equivalent to Letter of Credit Issuing Bank’s actual cost of settlement of its obligation however or whenever Letter of Credit Issuing Bank shall make such settlement, with interest at the Prime Rate for Revolving Credit Loans from the date of settlement to the date of payment. Each Letter of Credit Account Party will comply with all governmental exchange regulations now or hereafter applicable to each Letter of Credit or Instrument or payments related thereto and will pay Letter of Credit Issuing Bank, payable on demand, in Dollars, such amount as Letter of Credit Issuing Bank may be or may have been required at a rate per annum equal to expend on account of such regulations. HSBC may debit, or direct any other Bank to debit, any account or accounts maintained by any other Letter of Credit Account Party with any office of HSBC or any other Bank or any of their respective Subsidiaries or Affiliates (now or the LIBOR Index Option provided for in the future) and apply Support L/C Facility Note. CoBank will endeavor to notify the proceeds to the Company whenever any demand for payment of any and all amounts owed by is made under any Letter of Credit Account Party by the beneficiary thereunder; provided that the failure of CoBank to Letter so notify the Company shall not affect the rights of Credit Issuing Bank hereunder, and such Bank, Subsidiary or Affiliate shall be authorized to act CoBank in accordance herewith and shall treat this authorization as irrevocable, and HSBC agrees to provide a written notice of such debit to the Borrower within a reasonable period after such debitany manner whatsoever.