Common use of Reimbursement Obligation Clause in Contracts

Reimbursement Obligation. To induce Administrative Agent to issue and maintain LCs, and to induce Lenders to participate in issued LCs, Borrower agrees to pay or reimburse Administrative Agent (i) on the date when any draft or draw request is presented under any LC, the amount paid or to be paid by Administrative Agent and (ii) promptly, upon demand, the amount of any additional fees Administrative Agent customarily charges for the application and issuance of an LC, for amending LC Agreements, for honoring drafts and draw requests, and for taking similar action in connection with letters of credit. If Borrower has not reimbursed Administrative Agent for any drafts or draws paid or to be paid by the date of Administrative Agent's demand for reimbursement, Administrative Agent is irrevocably authorized to fund Borrower's reimbursement obligations as a Base Rate Borrowing under the Revolving Facility if proceeds are available under the Revolving Facility and if the conditions in this Agreement for such a Borrowing (other than any notice requirements or minimum funding amounts) have, to Administrative Agent's knowledge, been satisfied. The proceeds of that Borrowing shall be advanced directly to Administrative Agent to pay Borrower's unpaid reimbursement obligations. If funds cannot be advanced under the Revolving Facility, then Borrower's reimbursement obligation shall constitute a demand obligation. Borrower's obligations under this Section are part of the Obligation and 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 Administrative Agent or any other Person. From Administrative Agent's demand for reimbursement to the date paid (including any payment from proceeds of a Base Rate Borrowing), unpaid reimbursement amounts accrue interest that is payable on demand at the Default Rate thereafter.

Reimbursement Obligation. To induce Administrative Agent to issue and maintain LCs, and to induce Lenders to participate in issued LCs, Borrower agrees to pay or reimburse Administrative Agent (i) on the date when any draft or draw request is presented under any LC, the amount paid or to be paid by Administrative Agent and (ii) promptly, upon demand, the amount of any additional fees Administrative Agent customarily charges for the application and issuance of an LC, for amending LC Agreements, for honoring drafts and draw requests, and for taking similar action in connection with letters of credit. If Borrower has not reimbursed Administrative Agent for any drafts or draws paid or to be paid by the date of Administrative Agent's demand for reimbursement, Administrative Agent is irrevocably authorized to fund Borrower's reimbursement obligations as a Base Rate Borrowing under the Revolving Facility if proceeds are available under the Revolving Facility and if the conditions in this Agreement agreement for such a Borrowing (other than any notice requirements or minimum funding amounts) have, to Administrative Agent's knowledge, been satisfied. The proceeds of that Borrowing shall be advanced directly to Administrative Agent to pay Borrower's unpaid reimbursement obligations. If funds cannot be advanced under the Revolving Facility, then Borrower's reimbursement obligation shall constitute a demand obligation. Borrower's obligations under this Section are part of the Obligation and 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 Administrative Agent or any other Person. From Administrative Agent's demand for reimbursement to the date paid (including any payment from proceeds of a Base Rate Borrowing), unpaid reimbursement amounts accrue interest that is payable on demand at the Default Rate thereafter.

Reimbursement Obligation. To induce Administrative Agent Issuing Bank to issue and maintain LCs, and to induce Lenders to participate in issued LCs, Borrower agrees Borrowers agree, jointly and severally, to pay or reimburse Administrative Agent Issuing Bank (i) on the date when any draft or draw request is presented second (2nd) Business Day after Issuing Bank notifies Agents and Borrowers that Issuing Bank has made payment under any a LC, the amount paid or to be paid by Administrative Agent Issuing Bank, and (ii) promptly, upon within five (5) Business Days after demand, the amount of any additional fees Administrative Agent Issuing Bank customarily charges for the application and issuance of an LC, for amending LC LCs Agreements, for honoring drafts and draw requestsunder LCs, and for taking similar action in connection with letters of credit. If Borrower has Borrowers have not reimbursed Administrative Agent Issuing Bank for any drafts or draws paid or to be paid by the date of Administrative Agent's demand for reimbursementon which reimbursement is required under this SECTION, then Administrative Agent is irrevocably authorized to fund Borrower's Borrowers' reimbursement obligations as a Base Rate Borrowing under the Revolving Facility if proceeds are available under the Revolving Facility and if the conditions in this Agreement for such a Borrowing (other than any notice requirements or minimum funding amounts) have, to Administrative each Agent's knowledge, been satisfied. Borrower shall have the right to Convert such Base Rate Borrowing to a Eurodollar Borrowing pursuant to the terms and conditions set forth in SECTION 3.10. The proceeds of that Borrowing shall be advanced directly to Administrative Agent Issuing Bank to pay Borrower's Borrowers' unpaid reimbursement obligations. If funds cannot be advanced under the Revolving Facilityas a result of Borrowers' failure to satisfy any condition precedent set forth in SECTION 5, then Borrower's Borrowers' reimbursement obligation shall constitute a demand obligation. Borrower's Borrowers' obligations under this Section are part of the Obligation and SECTION are absolute and unconditional under any and all circumstances and irrespective of any setoff, counterclaim, or defense to payment that any Borrower may have at any time against Administrative Agent Issuing Bank or any other Person. From Administrative Agent's the date that Issuing Bank pays a draft under a LC that is not repaid with a Borrowing as described above until Borrowers either reimburse or are obligated to reimburse Issuing Bank for that draft under this SECTION, the amount of that draft bears interest payable to Issuing Bank at the rate then applicable to Base Rate Borrowings. From the demand for reimbursement date of the respective amounts due under this SECTION, to the date paid (including any payment from proceeds of a Base Rate Borrowing), unpaid reimbursement amounts accrue interest that is payable on demand at the Default Rate thereafterRate.

Reimbursement Obligation. To induce Administrative Agent Issuing Bank to issue and maintain LCs, and to induce Lenders to participate in issued LCs, Borrower agrees Borrowers agree, jointly and severally, to pay or reimburse Administrative Agent Issuing Bank (i) on the date when any draft or draw request is presented second (2nd) Business Day after Issuing Bank notifies Administrative Agent and Borrowers that Issuing Bank has made payment under any a LC, the amount paid or to be paid by Administrative Agent Issuing Bank, and (ii) promptly, upon within five (5) Business Days after demand, the amount of any additional fees Administrative Agent Issuing Bank customarily charges for the application and issuance of an LC, for amending LC LCs Agreements, for honoring drafts and draw requestsunder LCs, and for taking similar action in connection with letters of credit. If Borrower has Borrowers have not reimbursed Administrative Agent Issuing Bank for any drafts or draws paid or to be paid by the date of Administrative Agent's demand for reimbursementon which reimbursement is required under this SECTION, then Administrative Agent is irrevocably authorized to fund Borrower's Borrowers' reimbursement obligations as a Base Rate Borrowing under the Revolving Facility if proceeds are available under the Revolving Facility and if the conditions in this Agreement for such a Borrowing (other than OTHER THAN any notice requirements or minimum funding amounts) have, to Administrative Agent's knowledge, been satisfied. Borrower shall have the right to Convert such Base Rate Borrowing to a Eurodollar Borrowing pursuant to the terms and conditions set forth in SECTION 3.10. The proceeds of that Borrowing shall be advanced directly to Administrative Agent Issuing Bank to pay Borrower's Borrowers' unpaid reimbursement obligations. If funds cannot be advanced under the Revolving Facilityas a result of Borrowers' failure to satisfy any condition precedent set forth in SECTION 5, then Borrower's Borrowers' reimbursement obligation shall constitute a demand obligation. Borrower's Borrowers' obligations under this Section are part of the Obligation and SECTION are absolute and unconditional under any and all circumstances and irrespective of any setoff, counterclaim, or defense to payment that any Borrower may have at any time against Administrative Agent Issuing Bank or any other Person. From Administrative Agent's the date that Issuing Bank pays a draft under a LC that is not repaid with a Borrowing as described above until Borrowers either reimburse or are obligated to reimburse Issuing Bank for that draft under this SECTION, the amount of that draft bears interest payable to Issuing Bank at the rate then applicable to Base Rate Borrowings. From the demand for reimbursement date of the respective amounts due under this SECTION, to the date paid (including any payment from proceeds of a Base Rate Borrowing), unpaid reimbursement amounts accrue interest that is payable on demand at the Default Rate thereafterRate.

Reimbursement Obligation. To induce Administrative Agent to issue and maintain LCs, Letters of Credit and to induce Lenders to participate in issued LCsLetters of Credit, Borrower agrees to pay or reimburse Administrative Agent (i) on one Business day after the date when on which any draft or draw request is presented under any LCLetter of Credit, the amount of any draft paid or to be paid by Administrative Agent and (ii) promptly, upon demand, the amount of any additional fees Administrative which Agent customarily charges for the application and issuance of an LC, for amending LC Agreements, for honoring drafts and draw requestsunder letters of credit, and for taking similar action in connection with letters of credit. If Borrower has not reimbursed Administrative Agent for any drafts or draws draft paid or to be paid by the date within one Business Day after such draft is presented under any Letter of Administrative Agent's demand for reimbursementCredit, Administrative Agent is hereby irrevocably authorized to fund Borrower's such reimbursement obligations as a Base Rate Borrowing under Advance to the Revolving Facility if proceeds are available under the Revolving Facility extent of availability and if the conditions precedent in this Agreement for such a Borrowing an Advance (other than any notice requirements or minimum funding amounts) have, to Administrative Agent's knowledge, been satisfied. The proceeds of that such Borrowing shall be advanced directly to Administrative Agent to pay in payment of Borrower's unpaid reimbursement obligations. If funds for any reason, finds cannot be advanced under the Revolving FacilityLoan, then Borrower's reimbursement obligation shall constitute a demand obligation. Borrower's obligations under this Section are part of the Obligation and 2.6(d) are absolute and unconditional under any and all circumstances and irrespective of any setoff, counterclaim, or defense to payment that which Borrower may have at any time against Administrative Agent or any other Person. From Administrative Agent's demand for reimbursement to the date that Agent pays a draft under a Letter of Credit until the related reimbursement obligation of Borrower is paid (including any payment from or funded by proceeds of a Base Rate Borrowing)an Advance, unpaid reimbursement amounts obligations shall accrue interest that is payable on demand at the Default Rate thereafterRate, which accrued interest shall be payable on demand.

Reimbursement Obligation. To induce Administrative Agent LC Issuers to issue and maintain LCs, LCs and to induce Lenders to participate in issued LCs, Borrower agrees Borrowers (jointly and severally) agree to pay or reimburse Administrative Agent the applicable LC Issuer (i) on the date when on which any draft or draw request is presented under any LC, the amount of any draft paid or to be paid by Administrative Agent such LC Issuer and (ii) promptly, upon demand, the amount of any additional fees Administrative Agent (in addition to the fees described in SECTION 5) which such LC Issuer customarily charges for to a Person similarly situated in the application and issuance ordinary course of an LC, its business for amending LC Agreements, for honoring drafts and draw requestsunder letters of credit, and for taking similar action in connection with letters of credit. If Borrower has Borrowers have not reimbursed Administrative Agent the applicable LC Issuer for any drafts or draws paid or to be paid within one (1) Business Day of demand therefor by the date of Administrative Agent's demand for reimbursementsuch LC Issuer, Borrowers shall be deemed to have requested and Administrative Agent is hereby irrevocably authorized to fund Borrower's the Dollar Equivalent of such reimbursement obligations as a Base Rate Borrowing to the extent of availability under the Revolving Facility if proceeds are available under the Revolving Facility and if the conditions in this Agreement for such a Borrowing (other than any notice requirements or minimum funding amounts) have, to Administrative Agent's knowledge, been satisfiedRevolver Facility. The proceeds of that such Borrowing shall be advanced directly to Administrative Agent to pay Borrower's the relevant LC Issuer in payment of Borrowers' unpaid reimbursement obligationsobligation. If for any reason (including, without limitation, the Termination Date has occurred), funds cannot be advanced under the Revolving Revolver Facility, then Borrower's Borrowers' reimbursement obligation shall constitute a demand obligationcontinue to be due and payable. Borrower's Borrowers' obligations under this Section are part of the Obligation and are SECTION 2.2(c) shall be absolute and unconditional under any and all circumstances and irrespective of any setoff, counterclaim, or defense to payment that which any Borrower may have at any time against any LC Issuer, Administrative Agent Agent, or any other Person. From Administrative Agent's the date that the applicable LC Issuer pays a draft under a LC until the date of demand for reimbursement to is made, the date Dollar Equivalent of unpaid reimbursement obligations shall accrue interest at the Base Rate, which accrued interest shall be payable on demand; and, thereafter until the related reimbursement obligation of Borrowers is paid (including any payment from or funded by proceeds of a Base Rate Borrowing), the Dollar 17 ACS CREDIT AGREEMENT Equivalent of unpaid reimbursement amounts obligations shall accrue interest that is payable on demand at the Default Rate thereafterRate, which accrued interest shall be payable on demand.

Reimbursement Obligation. To induce Administrative Agent Issuing Bank to issue and maintain LCs, and to induce Lenders to participate in issued LCs, Borrower agrees to pay or reimburse Administrative Agent Issuing Bank (iA) on the date when any draft or draw request is presented first (1st) Business Day after Issuing Bank notifies Administrative Agent and Borrower that it has made payment under any a LC, the amount paid or to be paid by Administrative Agent Issuing Bank, and (iiB) promptly, upon within five (5) Business Days after demand, the amount of any additional fees Administrative Agent Issuing Bank customarily charges for the application and issuance of an LC, for amending LC LCs Agreements, for honoring drafts and draw requestsunder LCs, and for taking similar action in connection with letters of credit. If Borrower has not reimbursed Administrative Agent Issuing Bank for any drafts or draws paid or to be paid by the date of Administrative Agent's demand for reimbursementon which reimbursement is required under this SECTION, then Administrative Agent is irrevocably authorized to fund Borrower's reimbursement obligations as a Base Rate Borrowing under the Revolving Facility Loan if proceeds are available under the Revolving Facility and if the conditions in this Agreement for such a Borrowing (other than any notice requirements or minimum funding amounts) have, to Administrative Agent's knowledge, been satisfiedno Event of Default exists. The proceeds of that Borrowing such Loan shall be advanced directly to Administrative Agent Issuing Bank to pay Borrower's unpaid reimbursement obligations. If funds cannot be advanced under the Revolving Facilityan Event of Default exists, then Borrower's reimbursement obligation shall constitute a demand obligation. Borrower's obligations under this Section are part of the Obligation and 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 Administrative Agent any Credit Party or any other Person. From Administrative Agent's demand the date that Issuing Bank pays a draft under a LC until Borrower either reimburses or is obligated to reimburse Issuing Bank for reimbursement that draft under this SECTION, the amount of such draft bears interest payable to Issuing Bank at the rate then applicable to Base Rate Loans. From the due date of the respective amounts due under this SECTION, to the date paid (including any payment from proceeds of a Base Rate BorrowingLoan), unpaid reimbursement amounts accrue interest that is payable on demand at the Default Base Rate thereafter.PLUS two percent (2%). AMENDED AND RESTATED CREDIT AGREEMENT 25

Reimbursement Obligation. To induce Administrative Agent Issuing Bank to issue and maintain LCs, and to induce Lenders to participate in issued LCs, Borrower agrees Borrowers agree, jointly and severally, to pay or reimburse Administrative Agent Issuing Bank (i) on the date when any draft or draw request is presented second (2nd) Business Day after Issuing Bank notifies Administrative Agent and Borrowers that Issuing Bank has made payment under any a LC, the amount paid or to be paid by Administrative Agent Issuing Bank, and (ii) promptly, upon within five (5) Business Days after demand, the amount of any additional fees Administrative Agent Issuing Bank customarily charges for the application and issuance of an LC, for amending LC LCs Agreements, for honoring drafts and draw requestsunder LCs, and for taking similar action in connection with letters of credit. If Borrower has Borrowers have not reimbursed Administrative Agent Issuing Bank for any drafts or draws paid or to be paid by the date of Administrative Agent's demand for reimbursementon which reimbursement is required under this Section, then Administrative Agent is irrevocably authorized to fund Borrower's Borrowers’ reimbursement obligations as a Base Rate Borrowing under the Revolving Facility if proceeds are available under the Revolving Facility and if the conditions in this Agreement for such a Borrowing (other than any notice requirements or minimum funding amounts) have, to Administrative Agent's ’s knowledge, been satisfied. Borrowers shall have the right to Convert such Base Rate Borrowing to a Eurodollar Borrowing pursuant to the terms and conditions set forth in Section 3.10. The proceeds of that Borrowing shall be advanced directly to Administrative Agent Issuing Bank to pay Borrower's Borrowers’ unpaid reimbursement obligations. If funds cannot be advanced under the Revolving Facilityas a result of Borrowers’ failure to satisfy any condition precedent set forth in Section 5, then Borrower's Borrowers’ reimbursement obligation shall constitute a demand obligation. Borrower's Borrowers’ obligations under this Section are part of the Obligation and are absolute and unconditional under any and all circumstances and irrespective of any setoff, counterclaim, or defense to payment that any Borrower may have at any time against Administrative Agent Issuing Bank or any other Person. From Administrative Agent's the date that Issuing Bank pays a draft under a LC that is not repaid with a Borrowing as described above until Borrowers either reimburse or are obligated to reimburse Issuing Bank for that draft under this Section, the amount of that draft bears interest payable to Issuing Bank at the rate then applicable to Base Rate Borrowings. from the demand for reimbursement date of the respective amounts due under this Section, to the date paid (including any payment from proceeds of a Base Rate Borrowing), unpaid reimbursement amounts accrue interest that is payable on demand at the Default Rate thereafterRate.

Reimbursement Obligation. To induce Administrative Agent Lender to issue and maintain LCs, Borrowers agree, jointly and to induce Lenders to participate in issued LCsseverally, Borrower agrees to pay or reimburse Administrative Agent Lender (i) on the date when any draft or draw request is presented first (1st) Business Day after Lender notifies Borrowers that Lender has made payment under any an LC, the amount paid or to be paid by Administrative Agent Lender, and (ii) promptly, upon within three (3) Business Days after demand, the amount of any additional fees Administrative Agent Lender customarily charges for the application and issuance of an LC, for amending LC LCs Agreements, for honoring drafts and draw requestsunder LCs, and for taking similar action in connection with letters of credit. If Borrower has Borrowers have not reimbursed Administrative Agent Lender for any drafts or draws paid or to be paid by the date of Administrative Agent's demand for reimbursementon which reimbursement is required under this SECTION, Administrative Agent then Lender is irrevocably authorized to fund Borrower's Borrowers' reimbursement obligations as a Base Rate Borrowing under the Revolving Facility if proceeds are available under the Revolving Facility and if the conditions in this Agreement for such a Borrowing (other than OTHER THAN any notice requirements or minimum funding amounts) have, to Administrative Agent's knowledge, have been satisfied. The proceeds of that such Borrowing shall be advanced directly to Administrative Agent Lender to pay Borrower's Borrowers' unpaid reimbursement obligations. If funds cannot be advanced under the Revolving Facilityas a result of Borrowers' failure to satisfy any condition precedent set forth in SECTION 4, then Borrower's Borrowers' reimbursement obligation shall constitute a AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT D-0601350.3 demand obligation. Borrower's Borrowers' obligations under this Section are part of the Obligation and SECTION are absolute and unconditional under any and all circumstances and irrespective of any setoff, counterclaim, or defense to payment that any Borrower may have at any time against Administrative Agent Lender or any other Person. From Administrative Agent's demand the date that Lender pays a draft under a LC until Borrowers either reimburse or are obligated to reimburse Lender for reimbursement such draft under this SECTION, the amount of such draft bears interest payable to Lender at the rate then applicable to Base Rate Borrowings. From the due date of the respective amounts due under this SECTION, to the date paid (including any payment from proceeds of a Base Rate Borrowing), unpaid reimbursement amounts accrue interest that is payable on demand at the Default Rate thereafterdefault rate set forth in SECTION 2.10.

Reimbursement Obligation. To induce Administrative Agent Issuing Lender to issue and maintain LCs, and to induce Lenders to participate in issued LCs, Borrower agrees to pay or reimburse Administrative Agent Issuing Lender (i) on the date when any draft or draw request is presented first Business Day after an Issuing Lender notifies Agent and Borrower that it has made payment under any an LC, the amount paid or to be paid by Administrative Agent Issuing Lender and (ii) promptly, upon within five Business Days after demand, the amount of any additional fees Administrative Agent customarily charges for the application and issuance of an LC, for amending LC LCs Agreements, for honoring drafts and draw requestsdrafts, and for taking similar action in connection with letters of credit. If Borrower has not reimbursed Administrative Agent Issuing Lender for any drafts or draws paid or to be paid by the date of Administrative Agent's demand for reimbursementon which reimbursement is required under this section, Administrative then Agent is irrevocably authorized to fund Borrower's ’s reimbursement obligations as a Base Base-Rate Revolving Borrowing under the Revolving Facility if proceeds are available under the Revolving Facility and if the conditions in this Agreement agreement for such a Revolving Borrowing (other than any notice requirements or minimum funding amounts) have, to Administrative Agent's ’s knowledge, been satisfied. The proceeds of that Revolving Borrowing shall be advanced directly to Administrative Agent Issuing Lender to pay Borrower's ’s unpaid reimbursement obligations. If funds cannot be advanced under the Revolving Facility, then Borrower's ’s reimbursement obligation shall constitute a demand obligation. Borrower's ’s obligations under this Section are part of the Obligation and 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 Administrative Agent Issuing Lender or any other Person. From Administrative Agent's demand the date that Issuing Lender pays a draft under a LC until Borrower either reimburses or is obligated to reimburse Issuing Lender for reimbursement that draft under this section, the amount of that draft bears interest payable to Issuing Lender at the rate then applicable to Base-Rate Revolving Borrowings. From the due date of the respective amounts due under this section, to the date paid (including any payment from proceeds of a Base Base-Rate Revolving Borrowing), unpaid reimbursement amounts accrue interest that is payable on demand at the Default Rate thereafterRate.

Reimbursement Obligation. To induce Administrative Agent each Issuing Lender to issue and maintain LCs, and to induce Lenders to participate in issued LCs, Borrower agrees to pay or reimburse Administrative Agent each Issuing Lender (i) on the date when any draft or draw request is presented first Business Day after an Issuing Lender notifies Agent and Borrower that it has made payment under any a LC, the amount paid or to be paid by Administrative Agent that Issuing Lender and (ii) promptly, upon within five Business Days after demand, the amount of any additional fees Administrative Agent Issuing Lender customarily charges for the application and issuance of an LC, for amending LC Agreements, for honoring drafts and draw requestsunder LCs, and for taking similar action in connection with letters of credit. If Borrower has not reimbursed Administrative Agent that Issuing Lender for any drafts or draws paid or to be paid by the date of Administrative Agent's demand for reimbursementon which reimbursement is required under this section, Administrative then Agent is irrevocably authorized to fund Borrower's reimbursement obligations as a Base Base-Rate Borrowing under the Revolving Facility if proceeds are available under the Revolving Facility and if the conditions in this Agreement agreement for such a Borrowing (other than OTHER THAN any notice requirements or minimum funding amounts) have, to Administrative Agent's knowledge, been satisfied. The proceeds of that Borrowing shall be advanced directly to Administrative Agent that Issuing Lender to pay Borrower's unpaid reimbursement obligations. If funds cannot be advanced under the Revolving Facility, then Borrower's reimbursement obligation shall constitute a demand obligation. Borrower's obligations under this Section are part of the Obligation and 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 Administrative Agent any Issuing Lender or any other Person. From Administrative Agent's demand the date that an Issuing Lender pays a draft under a LC until Borrower either reimburses or is obligated to reimburse that Issuing Lender for reimbursement that draft under this section, the amount of that draft bears interest payable to that Issuing Lender at the rate then applicable to Base-Rate Borrowings. From the due date of the respective amounts due under this section, to the date paid (including any payment from proceeds of a Base Base-Rate Borrowing), unpaid reimbursement amounts accrue interest that is payable on demand at the Default Rate thereafterRate.

Reimbursement Obligation. To induce Administrative Agent Issuing Bank to issue and maintain LCs, and to induce Lenders to participate in issued LCs, Borrower agrees to pay or reimburse Administrative Agent Issuing Bank (iA) on the date when any draft or draw request is presented first (1st) Business Day after Issuing Bank notifies Administrative Agent and Borrower that it has made payment under any a LC, the amount paid or to be paid by Administrative Agent Issuing Bank, and (iiB) promptly, upon within five (5) Business Days after demand, the amount of any additional fees Administrative Agent Issuing Bank customarily charges for the application and issuance of an LC, for amending LC LCs Agreements, for honoring drafts and draw requestsunder LCs, and for taking similar action in connection with letters of credit. If Borrower has not reimbursed Administrative Agent Issuing Bank for any drafts or draws paid or to be paid by the date of Administrative Agent's demand for reimbursementon which reimbursement is required under this SECTION, then Administrative Agent is irrevocably authorized to fund Borrower's reimbursement obligations as a Base Rate Borrowing under the Revolving Facility Loan if proceeds are available under the Revolving Facility and if the conditions in this Agreement for such a Borrowing (other than any notice requirements or minimum funding amounts) have, to Administrative Agent's knowledge, been satisfiedno Event of Default exists. The proceeds of that Borrowing such Loan shall be advanced directly to Administrative Agent Issuing Bank to pay Borrower's unpaid reimbursement obligations. If funds cannot be advanced under the Revolving Facilityan Event of Default exists, then Borrower's reimbursement obligation shall constitute a demand obligation. Borrower's obligations under this Section are part of the Obligation and 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 Administrative Agent any Credit Party or any other Person. From Administrative Agent's demand the date that Issuing Bank pays a draft under a LC until Borrower either reimburses or is obligated to reimburse Issuing Bank for reimbursement that draft under this SECTION, the amount of such draft bears interest payable to Issuing Bank at the rate then applicable to Base Rate Loans. From the due date of the respective amounts due under this SECTION, to the date paid (including any payment from proceeds of a Base Rate BorrowingLoan), unpaid reimbursement amounts accrue interest that is payable on demand at the Default Base Rate thereafterPLUS two percent (2%).

Reimbursement Obligation. To induce Administrative Agent Issuing Lender to issue and maintain LCs, and to induce Lenders to participate in issued LCs, Borrower agrees to pay or reimburse Administrative Agent Issuing Lender (i) on the date when any draft or draw request is presented first Business Day after an Issuing Lender notifies Administrative Agent and Borrower that it has made payment under any an LC, the amount paid or to be paid by Administrative Agent Issuing Lender and (ii) promptly, upon within five Business Days after demand, the amount of any additional fees Administrative Agent customarily charges for the application and issuance of an LC, for amending LC LCs Agreements, for honoring drafts and draw requestsdrafts, and for taking similar action in connection with letters of credit. If Borrower has not reimbursed Administrative Agent Issuing Lender for any drafts or draws paid or to be paid by the date of Administrative Agent's demand for reimbursementon which reimbursement is required under this section, then Administrative Agent is irrevocably authorized to fund Borrower's ’s reimbursement obligations as a Base Base-Rate Borrowing under the Revolving Facility if proceeds are available under the Revolving Facility and if the conditions in this Agreement agreement for such a Borrowing (other than any notice requirements or minimum funding amounts) have, to Administrative Agent's ’s knowledge, been satisfied. The proceeds of that Borrowing shall be advanced directly to Administrative Agent Issuing Lender to pay Borrower's ’s unpaid reimbursement obligations. If funds cannot be advanced under the Revolving Facility, then Borrower's ’s reimbursement obligation shall constitute a demand obligation. Borrower's ’s obligations under this Section are part of the Obligation and 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 Administrative Agent Issuing Lender or any other Person. From Administrative Agent's demand the date that Issuing Lender pays a draft under a LC until Borrower either reimburses or is obligated to reimburse Issuing Lender for reimbursement that draft under this section, the amount of that draft bears interest payable to Issuing Lender at the rate then applicable to Base-Rate Borrowings. From the due date of the respective amounts due under this section, to the date paid (including any payment from proceeds of a Base Base-Rate Borrowing), unpaid reimbursement amounts accrue interest that is payable on demand at the Default Rate thereafterRate.

Reimbursement Obligation. To induce Administrative Agent the applicable Issuing Lender to issue and maintain LCs, LCs and to induce Revolver Lenders to participate in issued LCs, Borrower agrees Restricted Borrowers agree to pay or reimburse Administrative Agent the applicable Issuing Lender (i) on the date when on which Issuing Lender makes any draft or draw request is presented payments under any LC, an amount equal to the amount paid or to be paid of such payment by Administrative Agent the applicable Issuing Lender under such LC and (ii) promptly, upon demand, the amount of any additional fees Administrative Agent (in addition to the fees described in Section 5) which the applicable Issuing Lender customarily charges for to a Person similarly situated in the application and issuance ordinary course of an LC, its business for amending LC Agreements, for honoring drafts and draw requestsdrawings under letters of credit, and for taking similar action in connection with letters of credit. If Borrower has Restricted Borrowers have not reimbursed Administrative Agent the applicable Issuing Lender for any drafts or draws paid payments made or to be paid upon demand therefor by the date of applicable Issuing Lender, the applicable Issuing Lender shall promptly notify Administrative Agent's demand for reimbursement, Administrative Agent who is hereby irrevocably authorized to fund Borrower's such reimbursement obligations as a Base Rate Borrowing under the Revolving Revolver Facility if proceeds are available to the extent of availability under the Revolving Revolver Facility and if the conditions precedent in this Agreement for such a Borrowing (other than any notice requirements or minimum funding amounts) have, to Administrative Agent's knowledge, been satisfied. The proceeds of that such Borrowing under the Revolver Facility shall be advanced directly to Administrative Agent to pay Borrower's the applicable Issuing Lender in payment of Restricted Borrowers' unpaid reimbursement obligationsobligation. If for any reason, funds cannot be advanced under the Revolving Revolver Facility, then Borrower's Restricted Borrowers' reimbursement obligation shall constitute a demand obligationcontinue to be due and payable. Borrower's Restricted Borrowers' obligations under this Section are part of the Obligation and are 2.3(c) shall be absolute and unconditional under any and all circumstances and irrespective of any setoff, counterclaim, or defense to payment that which any Restricted Borrower may have at any time against Administrative Agent or any other Person. From Administrative Agent's demand for reimbursement to the date that the applicable Issuing Lender makes a payment under an LC until the related reimbursement obligation of the Restricted Borrowers is paid (including any payment from or funded by proceeds of a Base Rate Borrowing), unpaid reimbursement amounts obligations shall accrue interest that is payable on demand at the Default Rate thereafterRate, which accrued interest shall be payable on demand.

Reimbursement Obligation. To induce Administrative Agent the applicable Issuing Lender to issue and maintain LCs, LCs and to induce Revolver Lenders to participate in issued LCs, Borrower agrees the Borrowers agree to pay or reimburse Administrative Agent the applicable Issuing Lender (i) on the date when on which the applicable Issuing Lender makes any draft or draw request is presented payments under any LC, an amount equal to the amount paid or to be paid of such payment by Administrative Agent the applicable Issuing Lender under such LC and (ii) promptly, upon demand, the amount of any additional fees Administrative Agent (in addition to the fees described in Section 5) which the applicable Issuing Lender customarily charges for to a Person similarly situated in the application and issuance ordinary course of an LC, its business for amending LC Agreements, for honoring drafts and draw requestsdrawings under letters of credit, and for taking similar action in connection with letters of credit. If Borrower has the Borrowers have not reimbursed Administrative Agent the applicable Issuing Lender for any drafts or draws paid payments made or to be paid upon demand therefor by the date of applicable Issuing Lender, the applicable Issuing Lender shall promptly notify the Administrative Agent's demand for reimbursement, Administrative Agent who is hereby irrevocably authorized to fund Borrower's such reimbursement obligations as a Base Rate Borrowing under the Revolving Revolver Facility if proceeds are available to the extent of availability under the Revolving Revolver Facility and if the conditions precedent in this Agreement for such a Borrowing (other than any notice requirements or minimum funding amounts) have, to the Administrative Agent's knowledge, been satisfied. The proceeds of that such Borrowing under the Revolver Facility shall be advanced directly to Administrative Agent to pay Borrower's the applicable Issuing Lender in payment of the Borrowers' unpaid reimbursement obligationsobligation. If for any reason, funds cannot be advanced under the Revolving Revolver Facility, then Borrower's the Borrowers' reimbursement obligation shall constitute a demand obligationcontinue to be due and payable. Borrower's the Borrowers' obligations under this Section are part of the Obligation and are 2.3(c) shall be absolute and unconditional under any and all circumstances and irrespective of any setoff, counterclaim, or defense to payment that which any Borrower may have at any time against the Administrative Agent or any other Person. From Administrative Agent's demand for reimbursement to the date that the applicable Issuing Lender makes a payment under an LC until the related reimbursement obligation of the Borrowers is paid (including any payment from or funded by proceeds of a Base Rate Borrowing), unpaid reimbursement amounts obligations shall accrue interest that is payable on demand at the Default Rate thereafterRate, which accrued interest shall be payable on demand.

Reimbursement Obligation. To induce Administrative Agent that Issuer to issue and ------------------------ maintain LCs, and to induce the Lenders under the US Facility to participate in issued LCs, US Borrower agrees to pay or reimburse Administrative Agent that Issuer (i) on the date when any draft or draw request is presented first Business Day after the Issuer notifies Administrative Agent and US Borrower that it has made payment under any a LC, the amount paid or to be paid by Administrative Agent the Issuer and (ii) promptly, upon within five Business Days after demand, the amount of any additional costs, expenses, and fees Administrative Agent that Issuer customarily charges for the application and issuance of an LC, for amending LC Agreements, for honoring drafts and draw requestsunder letters of credit, and for taking similar action in connection with letters of credit. If US Borrower has not reimbursed Administrative Agent the Issuer for any drafts or draws paid or to be paid by the date of Administrative Agent's demand for reimbursementon which reimbursement is required under this section, then Administrative Agent is irrevocably authorized to fund US Borrower's reimbursement obligations as a Base Base-Rate Borrowing under the Revolving US Facility if proceeds are available under the Revolving US Facility and if the conditions in this Agreement agreement for such a US Borrowing (other than any notice requirements or minimum funding amounts) have, to Administrative Agent's knowledge, been satisfied. The proceeds of that Borrowing shall be advanced directly to Administrative Agent the Issuer to pay US Borrower's unpaid reimbursement obligations. If funds cannot be advanced under the Revolving US Facility, then US Borrower's reimbursement obligation shall constitute a demand obligation. US Borrower's obligations under this Section are part of the Obligation and section are absolute and unconditional under any and all circumstances and irrespective of any setoff, counterclaim, or defense to payment that US Borrower may have at any time against Administrative Agent the Issuer or any other Person. From Administrative Agent's demand the date that the Issuer pays a draft under a LC until US Borrower either reimburses or is obligated to reimburse the Issuer for reimbursement that draft under this section, the amount of that draft bears interest payable to the Issuer at the rate then applicable to Base-Rate Borrowings. From the due date of the respective amounts due under this section, to the date paid (including any payment from proceeds of a Base Base-Rate Borrowing), unpaid reimbursement amounts accrue interest that is payable on demand at the Default Rate thereafterRate.

Reimbursement Obligation. To induce Administrative Agent that Issuer to issue and ------------------------ maintain BGs or LCs, UK Borrowers jointly and to induce Lenders to participate in issued LCs, Borrower agrees severally agree to pay or reimburse Administrative Agent the Issuer (i) on the date when any draft first Business Day after the Issuer notifies Administrative Agent and UK Borrowers that it has made payment under a BG or draw request is presented under any LC, the amount paid or to be paid by Administrative Agent that Issuer and (ii) promptly, upon within five Business Days after demand, the amount of any additional costs, expenses, and fees Administrative Agent that Issuer customarily charges for the application and issuance of an LC, for amending LC Agreements, for honoring drafts and draw requestsunder bank guarantees or letters of credit, and for taking similar action in connection with bank guarantees or letters of credit. If Borrower has UK Borrowers have not reimbursed Administrative Agent the Issuer for any drafts or draws paid or to be paid by the date of Administrative Agent's demand for reimbursementon which reimbursement is required under this section, then Administrative Agent is irrevocably authorized to fund Borrower's the UK Borrowers' reimbursement obligations as a Base Rate Borrowing under the Revolving UK Facility if proceeds are available under the Revolving UK Facility and if the conditions in this Agreement agreement for such a Borrowing under the UK Facility (other than any notice requirements or minimum funding amounts) have, to Administrative Agent's knowledge, been satisfied. The proceeds of that Borrowing shall be advanced directly to Administrative Agent the Issuer to pay Borrower's UK Borrowers' unpaid reimbursement obligations. If funds cannot be advanced under the Revolving UK Facility, then Borrower's UK Borrowers' Credit Agreement ---------------- reimbursement obligation shall constitute a demand obligation. Borrower's UK Borrowers' obligations under this Section are part of the Obligation and section are absolute and unconditional under any and all circumstances and irrespective of any setoff, counterclaim, or defense to payment that either UK Borrower may have at any time against Administrative Agent the Issuer or any other Person. From Administrative Agentthe date that the Issuer pays a draft under a BG or LC until the UK Borrowers either reimburse or are obligated to reimburse the Issuer for that draft under this section, the amount of that draft bears interest payable to the Issuer at an annual interest rate equal to the sum of the Issuer's demand cost of funds, plus the Applicable Margin for reimbursement Euro-Rate Borrowings, plus the applicable Mandatory- Liquid-Assets Costs. From the due date of the respective amounts due under this section, to the date paid (including any payment from proceeds of a Base Rate Borrowing), unpaid reimbursement amounts accrue interest that is payable on demand at the Default Rate thereafterRate.

Reimbursement Obligation. To induce Administrative Agent Lender to issue and maintain LCs, Borrowers agree, jointly and to induce Lenders to participate in issued LCsseverally, Borrower agrees to pay or reimburse Administrative Agent Lender (i) on the date when any draft or draw request is presented first (1st) Business Day after Lender notifies Borrowers that Lender has made payment under any an LC, the amount paid or to be paid by Administrative Agent Lender, and (ii) promptly, upon within three (3) Business Days after demand, the amount of any additional fees Administrative Agent Lender customarily charges for the application and issuance of an LC, for amending LC LCs Agreements, for honoring drafts and draw requestsunder LCs, and for taking similar action in connection with letters of credit. If Borrower has Borrowers have not reimbursed Administrative Agent Lender for any drafts or draws paid or to be paid by the date of Administrative Agent's demand for reimbursementon which reimbursement is required under this SECTION, Administrative Agent then Lender is irrevocably authorized to fund Borrower's Borrowers' reimbursement obligations as a Base Rate Borrowing under the Revolving Facility if proceeds are available under the Revolving Facility and if the conditions in this Agreement for such a Borrowing (other than OTHER THAN any notice requirements or minimum funding amounts) have, to Administrative Agent's knowledge, have been satisfied. The proceeds of that such Borrowing shall be advanced directly to Administrative Agent Lender to pay Borrower's Borrowers' unpaid reimbursement obligations. If funds cannot be advanced under the Revolving Facilityas a result of Borrowers' failure to satisfy any condition precedent set forth in SECTION 4, then Borrower's Borrowers' reimbursement obligation shall constitute a demand obligation. Borrower's Borrowers' obligations under this Section are part of the Obligation and SECTION are absolute and unconditional under any and all circumstances and irrespective of any setoff, counterclaim, or defense to payment that any Borrower may have at any time against Administrative Agent Lender or any other Person. From Administrative Agent's demand the date that Lender pays a draft under a LC until Borrowers either reimburse or are obligated to reimburse Lender for reimbursement such draft under this SECTION, the amount of such draft bears interest payable to Lender at the rate then applicable to Base Rate Borrowings. From the due date of the respective amounts due under this SECTION, to the date paid (including any payment from proceeds of a Base Rate Borrowing), unpaid reimbursement amounts accrue interest that is payable on demand at the Default Rate thereafterdefault rate set forth in SECTION 2.10.

Reimbursement Obligation. To induce Administrative Agent Issuing Bank to issue and maintain LCs, and to induce Lenders to participate in issued LCs, Borrower Xxxxxxxx agrees to pay or reimburse Administrative Agent Issuing Bank (iA) on the date when any draft or draw request is presented first (1st) Business Day after Issuing Bank notifies Administrative Agent and Borrower that it has made payment under any a LC, the amount paid or to be paid by Administrative Agent Issuing Bank, and (iiB) promptly, upon within five (5) Business Days after demand, the amount of any additional fees Administrative Agent Issuing Bank customarily charges for the application and issuance of an LC, for amending LC LCs Agreements, for honoring drafts and draw requestsunder LCs, and for taking similar action in connection with letters of credit. If Borrower Xxxxxxxx has not reimbursed Administrative Agent Issuing Bank for any drafts or draws paid or to be paid by the date of Administrative Agent's demand for reimbursementon which reimbursement is required under this Section, then Administrative Agent is irrevocably authorized to fund BorrowerXxxxxxxx's reimbursement obligations as a Base Rate Borrowing under the Revolving Facility Loan if proceeds are available under the Revolving Facility and if the conditions in this Agreement for such a Borrowing (other than any notice requirements or minimum funding amounts) have, to Administrative Agent's knowledge, been satisfiedno Event of Default exists. The proceeds of that Borrowing such Loan shall be advanced directly to Administrative Agent Issuing Bank to pay BorrowerXxxxxxxx's unpaid reimbursement obligations. If funds cannot be advanced under the Revolving Facilityan Event of Default exists, then BorrowerXxxxxxxx's reimbursement obligation shall constitute a demand obligation. Borrower's obligations under this Section are part of the Obligation and 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 Administrative Agent any Credit Party or any other Person. From Administrative Agent's demand the date that Issuing Bank pays a draft under a LC until Xxxxxxxx either reimburses or is obligated to reimburse Issuing Bank for reimbursement that draft under this Section, the amount of such draft bears interest payable to Issuing Bank at the rate then applicable to Base Rate Loans. From the due date of the respective amounts due under this Section, to the date paid (including any payment from proceeds of a Base Rate BorrowingLoan), unpaid reimbursement amounts accrue interest that is payable on demand at the Default Base Rate thereafterplus two percent (2%).

Reimbursement Obligation. To induce Administrative Agent to issue and maintain LCs, and to induce Lenders to participate in issued LCs, Borrower agrees to pay or reimburse Administrative Agent (i) on the date when any draft or draw request is presented under any LC, the amount paid or to be paid by Administrative Agent and (ii) promptly, upon demand, the amount of any additional fees Administrative Agent customarily charges for the application and issuance of an LC, for amending LC Agreements, for honoring drafts and draw requests, and for taking similar action in connection with letters of credit. If Borrower has not reimbursed Administrative Agent for any drafts or draws paid or to be paid by the date of Administrative Agent's demand for reimbursement, Administrative Agent is irrevocably authorized to fund Borrower's reimbursement obligations as a Base Rate Borrowing under the Revolving Facility if proceeds are available under the Revolving Facility and if the conditions in this Agreement for such a Borrowing (other than any notice requirements or minimum funding amounts) have, to Administrative Agent's knowledge, been satisfied. The proceeds of that Borrowing shall be advanced directly to Administrative Agent to pay Borrower's unpaid reimbursement obligations. If funds cannot be advanced under the Revolving Facility, then Borrower's reimbursement obligation shall constitute a demand obligation. Borrower's obligations under this Section are part of the Obligation and are absolute and unconditional under any and all circumstances and irrespective of any setoff, counterclaim, counterclaim or defense to payment that Borrower may have at any time against Administrative Agent or any other Person. From Administrative Agent's demand for reimbursement to the date paid (including any payment from proceeds of a Base Rate Borrowing), unpaid reimbursement amounts accrue interest that is payable on demand at the Default Rate thereafter.. FIRST AMENDED AND RESTATED CREDIT AGREEMENT Page 25 AMERICAN NATIONAL BANK and HARRXX XXXK -- ULTRAK OPERATING, L.P. 38

Reimbursement Obligation. To induce Administrative Agent Issuing Lender to issue and maintain LCs, and to induce Lenders to participate in issued LCs, Borrower agrees to pay or reimburse Administrative Agent Issuing Lender (i) on the date when any draft or draw request is presented first Business Day after an Issuing Lender notifies Agent and Borrower that it has made payment under any an LC, the amount paid or to be paid by Administrative Agent Issuing Lender and (ii) promptly, upon within five Business Days after demand, the amount of any additional fees Administrative Agent customarily charges for the application and issuance of an LC, for amending LC LCs Agreements, for honoring drafts and draw requestsdrafts, and for taking similar action in connection with letters of credit. If Borrower has not reimbursed Administrative Agent Issuing Lender for any drafts or draws paid or to be paid by the date of Administrative Agent's demand for reimbursementon which reimbursement is required under this section, Administrative then Agent is irrevocably authorized to fund Borrower's reimbursement obligations as a Base Base-Rate Borrowing under the Revolving Facility if proceeds are available under the Revolving Facility and if the conditions in this Agreement agreement for such a Borrowing (other than any notice requirements or minimum funding amounts) have, to Administrative Agent's knowledge, been satisfied. The proceeds of that Borrowing shall be advanced directly to Administrative Agent Issuing Lender to pay Borrower's unpaid reimbursement obligations. If funds cannot be advanced under the Revolving Facility, then Borrower's reimbursement obligation shall constitute a demand obligation. Borrower's obligations under this Section are part of the Obligation and 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 Administrative Agent Issuing Lender or any other Person. From Administrative Agent's demand the date that Issuing Lender pays a draft under a LC until Borrower either reimburses or is obligated to reimburse Issuing Lender for reimbursement that draft under this section, the amount of that draft bears interest payable to Issuing Lender at the rate then applicable to Base-Rate Borrowings. From the due date of the respective amounts due under this section, to the date paid (including any payment from proceeds of a Base Base-Rate Borrowing), unpaid reimbursement amounts accrue interest that is payable on demand at the Default Rate thereafterRate.

Reimbursement Obligation. To induce Administrative Agent LC Issuers to issue and maintain LCs, LCs and to induce Lenders to participate in issued LCs, Borrower agrees to pay or reimburse Administrative Agent the applicable LC Issuer (i) on the date when on which any draft or draw request is presented under any LC, the amount of any draft paid or to be paid by Administrative Agent such LC Issuer and (ii) promptly, upon demand, the amount of any additional fees Administrative Agent (in addition to the fees described in SECTION 5) which such LC Issuer customarily charges for to a Person similarly situated in the application and issuance ordinary course of an LC, its business for amending LC Agreements, for honoring drafts and draw requestsunder letters of credit, and for taking similar action in connection with letters of credit. If Borrower has not reimbursed Administrative Agent the applicable LC Issuer for any drafts or draws paid or to be paid within 24 hours of demand therefor by the date of Administrative Agent's demand for reimbursementsuch LC Issuer, Borrower shall be deemed to have requested and Administrative Agent is hereby irrevocably authorized to fund Borrower's such reimbursement obligations as a Base Rate Borrowing to the extent of availability under the Revolving Facility if proceeds are available under the Revolving Facility and if the conditions in this Agreement for such a Borrowing (other than any notice requirements or minimum funding amounts) have, to Administrative Agent's knowledge, been satisfiedRevolver Facility. The proceeds of that such Borrowing shall be advanced directly to Administrative Agent to pay the relevant LC Issuer in payment of Borrower's unpaid reimbursement obligationsobligation. If for any reason, funds cannot be advanced under the Revolving Revolver Facility, then Borrower's reimbursement obligation shall constitute a demand obligationcontinue to be due and payable. Borrower's obligations under this Section are part of the Obligation and are SECTION 2.2(c) shall be absolute and unconditional under any and all circumstances and irrespective of any setoff, counterclaim, or defense to payment that which Borrower may have at any time against any LC Issuer, Administrative Agent Agent, or any other Person. From Administrative Agent's demand for reimbursement to the date that the applicable LC Issuer pays a draft under a LC until the related reimbursement obligation of Borrower is paid (including any payment from or funded by proceeds of a Base Rate Borrowing), the unpaid reimbursement amounts obligations shall accrue interest that is payable on demand at the Default Rate thereafterRate, which accrued interest shall be payable on demand.