Common use of Reimbursement Obligations Clause in Contracts

Reimbursement Obligations. The applicable Issuing Lender shall notify the Borrower and the Administrative Agent whenever any demand for payment is made under any Letter of Credit by the beneficiary thereof; provided that the failure of such Issuing Lender to so notify the Borrower shall not affect the rights of such Issuing Lender or the Lenders in any manner whatsoever. The Borrower shall reimburse (which reimbursement may be by the making of Base Rate Loans pursuant to this Section 2.3.3 or otherwise) the applicable Issuing Lender through the Administrative Agent prior to 2:00 p.m. on the date that any amount is paid by such Issuing Lender under any Letter of Credit (each such date, an “Honor Date”) or, if the Borrower does not receive notice of such payment by such Issuing Lender prior to 12:00 noon on an Honor Date, on the Business Day after the Honor Date (in which case such reimbursement shall include interest for the period from the Honor Date to the date of reimbursement at the rate then applicable to Base Rate Loans). If the Borrower fails to reimburse the applicable Issuing Lender for the full amount of any drawing under any Letter of Credit on the date and by the time specified in the previous sentence (by the making of Base Rate Loans pursuant to this Section 2.3.3 or otherwise), then (a) the Borrower shall be deemed to have requested that Base Rate Loans in an amount equal to the unreimbursed amount be made by the Revolving Lenders on such date (and the Administrative Agent shall promptly notify each Revolving Lender thereof); (b) subject to the conditions set forth in Sections 12.2 and 12.3 (but without regard to the minimum and integral multiple requirements for borrowings set forth in the last sentence of Section 2.2.2), the Revolving Lenders shall make such Revolving Loans on such date; and (c) the Administrative Agent shall deliver the proceeds of such Loans to the applicable Issuing Lender to pay such unreimbursed amount.

Reimbursement Obligations. The applicable Issuing Lender shall notify In the Borrower and the Administrative Agent whenever event of any demand request for payment is made a drawing under any a Letter of Credit by the beneficiary or transferee thereof; provided that the failure of such Issuing Lender to so notify the Borrower shall not affect the rights of such Issuing Lender or the Lenders in any manner whatsoever. The Borrower shall reimburse (which reimbursement may be by the making of Base Rate Loans pursuant to this Section 2.3.3 or otherwise) , the applicable Issuing Lender Bank will promptly notify the Company and the Administrative Agent. The Company shall (or, if the applicable Letter of Credit was issued jointly for the account of the Company and a Subsidiary, shall cause such Subsidiary to) reimburse the applicable Issuing Bank through the Administrative Agent prior to 2:00 p.m. 11:00 a.m. (local time) on the each date that any amount is paid by such Issuing Lender Bank under any Letter of Credit (each such date, an “Honor Date”) or, ); provided that if the Borrower Company does not receive notice of the amount paid by the applicable Issuing Bank prior to 10:00 a.m. (local time) on such payment Honor Date, the Company shall (or shall cause the applicable Subsidiary to) reimburse such Issuing Bank, in the same currency as was paid by such Issuing Lender prior Bank or, at the Company’s option, in an amount in Dollars equal to 12:00 noon on an Honor Datethe Dollar Equivalent of the amount so paid by such Issuing Bank, not later than 10:00 a.m. (local time) on the Business Day after immediately following the Honor Date date on which the Company receives notice of the amount so paid by such Issuing Bank (in which case and such reimbursement shall include interest for the period from the Honor Date to the date of reimbursement at the rate then applicable to Base Rate Loans(or such other rate as the Company and such Issuing Bank shall agree) on the Dollar Equivalent of the amount so reimbursed). If the Borrower Company (or if the applicable Letter of Credit was issued jointly for the account of the Company and a Subsidiary, the Company or such Subsidiary) fails to reimburse the applicable Issuing Lender Bank for the full amount of any drawing under any Letter of Credit on the date and by the time specified in the previous sentence (by sentence, the making of Base Rate Loans pursuant to this Section 2.3.3 or otherwise)Administrative Agent will promptly notify each Bank thereof, then (a) and the Borrower Company shall be deemed to have requested that Base Rate Loans in an amount equal to the Dollar Equivalent of such unreimbursed amount be made by Banks on the Revolving Lenders on such date (and the Administrative Agent shall promptly notify each Revolving Lender thereof); provides such notice (bor, if such notice is provided by the Administrative Agent after 11:00 a.m. (local time) on any Business Day, on the immediately following Business Day, subject to the amount of the unutilized portion of the Commitment Amount and subject to the conditions set forth in Sections 12.2 and 12.3 (but without regard to the minimum and integral multiple requirements for borrowings set forth in the last sentence of Section 2.2.211.2), the Revolving Lenders shall make such Revolving Loans on such date; and (c) . Any notice given by an Issuing Bank or the Administrative Agent shall deliver pursuant to this Section 2.3.3 may be oral if immediately confirmed in writing (including by facsimile); provided that the proceeds lack of such Loans to an immediate confirmation shall not affect the applicable Issuing Lender to pay conclusiveness or binding effect of such unreimbursed amountnotice.

Reimbursement Obligations. The applicable Issuing Lender shall notify Banks agree to reimburse the Agent promptly upon demand for their respective Pro Rata Interests in any and all out-of-pocket costs, disbursements and expenses (to the extent reasonable and customary) (including counsel fees) incurred or made by the Agent in 108 connection with the preparation, execution, delivery, modification, amendment, administration, collection or enforcement (whether through negotiations, legal proceedings, foreclosure or otherwise) of, or legal advice in respect of rights or responsibilities under, this Agreement or the other Loan Documents if either (a) Borrower has no obligation under the Loan Documents to pay such expenses; provided, however, that the maximum amount of expenses under this clause (a) does not exceed $250,000; or (b) Borrower is obligated to pay such amounts and the Administrative Agent whenever is not reimbursed for such expenses by Borrower; provided, however, that if the Agent reasonably anticipates that such expenses under this clause (b) will exceed $250,000, before incurring amounts in excess of $250,000, the Agent shall provide to the Banks a summary of amounts expended to date as well as a projected budget for future expenses. The Agent shall be entitled to deduct from any demand for payment is payments to be made to the Banks under any Letter of Credit by this Agreement, and to retain, amounts due the beneficiary thereof; Agent as reimbursement under this Section, provided that the failure of such Issuing Lender Agent shall have first delivered to so notify the Borrower shall not affect the rights of such Issuing Lender or the Lenders in any manner whatsoever. The Borrower shall reimburse (which reimbursement may be by the making of Base Rate Loans pursuant to this Section 2.3.3 or otherwise) the applicable Issuing Lender through the Administrative Agent Banks 30 days prior to 2:00 p.m. on the date that any amount is paid by such Issuing Lender under any Letter of Credit (each such date, an “Honor Date”) or, if the Borrower does not receive written notice of such payment amounts and the circumstances giving rise thereto, and the Banks have not paid such amounts. To the extent not funded by an Advance, the Agent shall make reasonable attempts to collect all such Issuing Lender prior to 12:00 noon on an Honor Date, on the Business Day after the Honor Date (in which case such reimbursement shall include interest for the period amounts from the Honor Date Borrower to the date of reimbursement at the rate then applicable extent Borrower is obligated to Base Rate Loans)pay such amounts. If the Borrower fails to reimburse the applicable Issuing Lender for the full amount Agent receives payment of any drawing under any Letter of Credit on the date and by the time specified amount referred to in the previous sentence (by the making of Base Rate Loans pursuant to this Section 2.3.3 from Borrower or otherwise)any third party after the Banks have reimbursed the Agent for such amount, then (a) the Borrower shall be deemed to have requested that Base Rate Loans in an amount equal to the unreimbursed amount be made by the Revolving Lenders on such date (and the Administrative Agent shall promptly notify each Revolving Lender thereof); (b) subject return the amount of the reimbursement to the conditions set forth in Sections 12.2 and 12.3 (but without regard to the minimum and integral multiple requirements for borrowings set forth in the last sentence of Section 2.2.2), the Revolving Lenders shall make such Revolving Loans on such date; and (c) the Administrative Agent shall deliver the proceeds of such Loans to the applicable Issuing Lender to pay such unreimbursed amountBanks.

Reimbursement Obligations. In the case of a Letter of Credit denominated in an Alternative Currency, the Company shall reimburse the applicable Issuing Lender in such Alternative Currency, unless (A) such Issuing Lender (at its option) shall have notified the Company (either generally or with respect to a particular Letter of Credit) that such Issuing Lender will require reimbursement in Dollars or (B) in the absence of any such requirement for reimbursement in Dollars, the Company shall have notified such Issuing Lender promptly following receipt of the notice of drawing that the Company will reimburse such Issuing Lender in Dollars. In the case of any such reimbursement in Dollars of a drawing under a Letter of Credit denominated in an Alternative Currency, the applicable Issuing Lender shall notify the Company of the Dollar Equivalent Amount of the amount of the drawing promptly following the determination thereof. Not later than (i) 11:00 a.m. on the date of any payment by an Issuing Lender under a Letter of Credit to be reimbursed in Dollars or (ii) the Applicable Time on the date of any payment by an Issuing Lender under a Letter of Credit to be reimbursed in an Alternative Currency (each such date, an “Honor Date”), or (in each case) not later than the time specified above on the Business Day immediately following the Honor Date if the Company does not receive notice of the applicable payment by 10:00 a.m. on the Honor Date (in which case the Company shall pay interest on the amount of the applicable payment for the period from the Honor Date to the date such payment is due at a rate per annum equal to (x) in the case of a payment in Dollars, the rate applicable to Base Rate Loans, and (y) in any other case, the rate reasonably determined by the applicable Issuing Lender to be its cost of funds in the applicable currency for such period plus the Eurocurrency Margin), the Company shall reimburse such Issuing Lender through the Administrative Agent for each payment or disbursement made by such Issuing Lender under any Letter of Credit issued for the account of the Parent, the Company or any Subsidiary of the Company honoring any demand for payment made by the beneficiary thereunder. If the Company fails to reimburse the applicable Issuing Lender by the date and time specified in the preceding sentence, the Administrative Agent shall promptly notify each Revolving Lender of the Dollar Equivalent Amount of the unreimbursed drawing (the “Unreimbursed Amount”) and the amount of such Revolving Lender’s Percentage thereof. In such event, the Company shall be deemed to have requested a borrowing of Revolving Loans to be disbursed on such date in an amount equal to such Unreimbursed Amount, without regard to the minimum and multiples specified in Section 2.2 for the principal amount of Base Rate Loans, but subject to the amount of the unutilized portion of the Revolving Commitment Amount and the conditions set forth in Section 11.2.1. Any Unreimbursed Amount not reimbursed on the date required above shall bear interest from the date such Unreimbursed Amount was due to the date such amount is paid (by the making of Base Rate Loans or otherwise) at a rate per annum equal to the Base Rate from time to time in effect plus the Base Rate Margin plus, beginning on the third Business Day after receipt of notice from such Issuing Lender of such payment or disbursement, 2%. The applicable Issuing Lender shall notify the Borrower Company and the Administrative Agent whenever any demand for payment is made under any Letter of Credit by the beneficiary thereofthereunder; provided that the failure of such Issuing Lender to so notify the Borrower Company shall not affect the rights of such Issuing Lender or the Lenders in any manner whatsoever. The Borrower shall reimburse (which reimbursement may be by the making of Base Rate Loans pursuant to this Section 2.3.3 or otherwise) the applicable Issuing Lender through the Administrative Agent prior to 2:00 p.m. on the date that any amount is paid by such Issuing Lender under any Letter of Credit (each such date, an “Honor Date”) or, if the Borrower does not receive notice of such payment by such Issuing Lender prior to 12:00 noon on an Honor Date, on the Business Day after the Honor Date (in which case such reimbursement shall include interest for the period from the Honor Date to the date of reimbursement at the rate then applicable to Base Rate Loans). If the Borrower fails to reimburse the applicable Issuing Lender for the full amount of any drawing under any Letter of Credit on the date and by the time specified in the previous sentence (by the making of Base Rate Loans pursuant to this Section 2.3.3 or otherwise), then (a) the Borrower shall be deemed to have requested that Base Rate Loans in an amount equal to the unreimbursed amount be made by the Revolving Lenders on such date (and the Administrative Agent shall promptly notify each Revolving Lender thereof); (b) subject to the conditions set forth in Sections 12.2 and 12.3 (but without regard to the minimum and integral multiple requirements for borrowings set forth in the last sentence of Section 2.2.2), the Revolving Lenders shall make such Revolving Loans on such date; and (c) the Administrative Agent shall deliver the proceeds of such Loans to the applicable Issuing Lender to pay such unreimbursed amount.

Reimbursement Obligations. The applicable Issuing Lender shall notify the To induce LC Issuer to issue and maintain LCs and to induce Lenders to participate in issued LCs, Borrower and the Administrative Agent whenever any demand for payment is made under any Letter of Credit by the beneficiary thereof; provided that the failure of such Issuing Lender agrees to so notify the Borrower shall not affect the rights of such Issuing Lender pay or the Lenders in any manner whatsoever. The Borrower shall reimburse LC Issuer (which reimbursement may be by the making of Base Rate Loans pursuant to this Section 2.3.3 or otherwisei) the applicable Issuing Lender through the Administrative Agent prior to 2:00 p.m. on the date that on which any draft is presented under any LC, the Dollar-Equivalent amount is (calculated at the then Dollar-Equivalent of such amount) of any draft paid or to be paid by such Issuing Lender under any Letter of Credit LC Issuer and (each such dateii) promptly, an “Honor Date”) orupon demand, if the Borrower does not receive notice of such payment by such Issuing Lender prior to 12:00 noon on an Honor Date, on the Business Day after the Honor Date (in which case such reimbursement shall include interest for the period from the Honor Date to the date of reimbursement at the rate then applicable to Base Rate Loans). If the Borrower fails to reimburse the applicable Issuing Lender for the full amount of any drawing under any Letter of Credit on fees (in addition to the date and by the time specified fees described in SECTION 4) which LC Issuer customarily charges to a Person similarly situated in the previous sentence ordinary course of its business for amending LC Agreements, for honoring drafts under letters of credit, and taking similar action in connection with letters of credit; PROVIDED THAT, (x) if Borrower has not reimbursed LC Issuer for any drafts paid or to be paid within 24 hours of demand therefor by LC Issuer, Administrative Agent is hereby irrevocably authorized to fund such reimbursement obligations (calculated at the making then Dollar-Equivalent of Base Rate Loans pursuant to such amount) as a Committed Borrowing under this Section 2.3.3 or otherwise), then (a) the Borrower shall be deemed to have requested that Base Rate Loans in an amount equal Agreement to the unreimbursed amount be made by the Revolving Lenders on such date (and the Administrative Agent shall promptly notify each Revolving Lender thereof); (b) subject to the conditions set forth in Sections 12.2 and 12.3 (but extent of availability under this Agreement, without regard to the minimum and integral multiple requirements multiples specified in SECTION 2.1 for borrowings the principal amount of Base Rate Borrowings, but subject to the amount of the unutilized portion of the Commitment and the conditions set forth in SECTION 5.2 (other than the last sentence delivery of Section 2.2.2a Borrowing Notice), the Revolving Lenders shall make such Revolving Loans on such date; and (c) the Administrative Agent shall deliver the proceeds of such Loans Committed Borrowing under this Agreement shall be remitted by Administrative Agent directly to LC Issuer in payment of Borrower's reimbursement obligation with respect to the applicable Issuing draft under the LC; and (y) if for any reason, funds are not advanced pursuant to this Agreement, then Borrower's reimbursement obligation shall continue to be due and payable. Borrower's obligations under this SECTION 2.2(c) shall be absolute and unconditional under any and all circumstances and irrespective of any setoff, counterclaim, or defense to payment which Borrower may have at any time against LC Issuer or any other Person, and shall be made in accordance with the terms and conditions of this Agreement under all circumstances, including, without limitation, any of the following circumstances: (A) any lack 18 REVOLVING CREDIT AGREEMENT of validity or enforceability of this Agreement or any of the Loan Papers; (B) the existence of any claim, setoff, defense, or other Right which Borrower may have at any time against a beneficiary named in a LC, any transferee of any LC (or any Person for whom any such transferee may be acting), LC Issuer, any Lender, or any other Person, whether in connection with this Agreement, any LC, the transactions contemplated herein, or any unrelated transactions (including any underlying transaction between Borrower and the beneficiary named in any such LC); (C) any draft, certificate, or any other document presented under the LC proving to be forged, fraudulent, invalid, or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; and (D) the occurrence of any Potential Default or Default. To the extent any funding of a draft has been made by Lenders pursuant to SECTION 2.2(e) or under this Agreement, LC Issuer shall promptly distribute any such payments received from Borrower with respect to such draft to all Lenders funding such draft according to their ratable share. Interest on any amounts remaining unpaid by Borrower (and unfunded by a Committed Borrowing under this Agreement) under this clause at any time from and after the date such amounts become payable until paid in full shall be payable by Borrower to LC Issuer at the Default Rate. In the event any payment by Borrower received by LC Issuer with respect to an LC and distributed to Lenders on account of their participations therein is thereafter set aside, avoided, or recovered from LC Issuer in connection with any receivership, liquidation, or bankruptcy proceeding, each Lender which received such distribution shall, upon demand by LC Issuer, contribute such Lender's ratable portion of the amount (calculated at the then Dollar-Equivalent of such amount) set aside, avoided, or recovered, TOGETHER WITH interest at the rate required to pay such unreimbursed amountbe paid by LC Issuer upon the amount required to be repaid by it.

Reimbursement Obligations. The Duties of Issuing Bank and other Lenders; Funding of a Loan. (i) Notwithstanding any provisions to the contrary in any Letter of Credit Reimbursement Agreement: (A) the Borrower shall reimburse each Issuing Bank for amounts drawn under its Letter of Credit, in Dollars, no later than the date (the "REIMBURSEMENT DATE") which is the earlier of (I) the time specified in the applicable Letter of Credit Reimbursement Agreement and (II) the date that payment has been made under such Letter of Credit by such Issuing Bank; and (B) all Reimbursement Obligations with respect to any Letter of Credit shall bear interest at the rate applicable to Base Rate Loans in accordance with Section 5.1(a) from the date of the relevant drawing under such Letter of Credit until the Reimbursement Date and thereafter at the rate applicable to Base Rate Loans in accordance with Section 5.1(d). (ii) Each Issuing Bank shall give the Administrative Agent written notice, or telephonic notice confirmed promptly thereafter in writing, of all drawings under a Letter of Credit and the payment (or the failure to pay when due) by the Borrower on account of a Reimbursement Obligation (which notice the Administrative Agent shall promptly transmit by telegram, facsimile transmission or similar transmission to each Lender). (iii) Solely as between the applicable Issuing Lender Bank and the other Lenders, in determining whether to pay under any Letter of Credit, such Issuing Bank shall have no obligation to the other Lenders other than to confirm that any documents required to be delivered under a respective Letter of Credit appear to have been delivered and that they appear on their face to comply with the requirements of such Letter of Credit. (iv) If any draft shall be presented or other demand for payment shall be made under any Letter of Credit, the applicable Issuing Bank shall notify the Administrative Agent (and the Administrative Agent shall notify the Borrower and the Administrative Agent whenever any Lenders) of the date and amount of the draft presented or demand for payment is made under any Letter and of Credit by the beneficiary thereof; date and time when it expects to pay such draft or honor such demand for payment, and, except as provided that the failure of such Issuing Lender to so notify in this Section 3.1(d)(iv), the Borrower shall not affect the rights of reimburse such Issuing Lender Bank, as set forth in Section 3.1(d)(i) above. Notwithstanding anything contained in Section 3.1(d)(i) above or this Section 3.1(d)(iv) to the Lenders in any manner whatsoever. The contrary, however, unless the Borrower shall reimburse (which reimbursement may be by have notified the making of Base Rate Loans pursuant to this Section 2.3.3 or otherwise) Administrative Agent and the applicable Issuing Lender through the Administrative Agent Bank prior to 2:00 p.m. on the date that any amount is paid by such Issuing Lender under any Letter of Credit 11:00 a.m. (each such date, an “Honor Date”New York time) or, if the Borrower does not receive notice of such payment by such Issuing Lender prior to 12:00 noon on an Honor Date, on the Business Day after the Honor Date (in which case such reimbursement shall include interest for the period from the Honor Date immediately prior to the date of reimbursement at the rate then applicable to Base Rate Loans). If such drawing that the Borrower fails intends to reimburse the applicable such Issuing Lender Bank for the full amount of any such drawing under any Letter with funds other than the proceeds of Credit on the date and by the time specified in the previous sentence (by the making of Base Rate Loans pursuant to this Section 2.3.3 or otherwise)Committed Loans, then (a) the Borrower shall be deemed to have requested that timely given a Notice of Borrowing pursuant to Section 2.1(c) to the Administrative Agent, requesting a Base Rate Loans Loan on the date on which such drawing is honored and in an amount equal to the unreimbursed amount of such drawing. The Borrower may thereafter convert any such Base Rate Loan in accordance with Section 5.1(c). Each Lender shall, in accordance with Section 2.1(d), make available such Lender's Pro Rata Share of such Borrowing to the Administrative Agent, the proceeds of which shall be made applied directly by the Revolving Lenders Administrative Agent to reimburse the Issuing Bank for the amount of such draw. In the event that any Lender fails to make available to the Administrative Agent the amount of such Lender's Pro Rata Share of such Borrowing on such the date (and of the drawing, the Administrative Agent shall promptly notify each Revolving be entitled to recover such amount on demand from such Lender thereof); (bplus any additional amounts payable under Section 2.1(d)(ii) subject to the conditions set forth in Sections 12.2 and 12.3 (but without regard to the minimum and integral multiple requirements for borrowings set forth in the last sentence event of Section 2.2.2), the Revolving Lenders shall make such Revolving Loans on such date; and (c) the Administrative Agent shall deliver the proceeds of such Loans to the applicable Issuing Lender to pay such unreimbursed amounta late funding by a Lender.

Reimbursement Obligations. The applicable If any Issuing Lender shall make any LC Disbursement, such Issuing Lender shall notify the Borrower of such LC Disbursement, and the Administrative Agent whenever any demand for payment is made under any Letter of Credit by the beneficiary thereof; provided that the failure of Borrower shall reimburse such Issuing Lender in an amount equal to so notify such LC Disbursement by paying such Issuing Lender in Dollars an amount equal to such LC Disbursement (or the Borrower shall Dollar Equivalent thereof, as applicable): (i) not affect later than 12:00 noon (San Francisco time) on the rights of date that such LC Disbursement is made by such Issuing Lender or the Lenders in any manner whatsoever. The Borrower shall reimburse (which reimbursement may be by the making of Base Rate Loans pursuant to this Section 2.3.3 or otherwise) the applicable Issuing Lender through the Administrative Agent prior to 2:00 p.m. on the date that any amount is paid by such Issuing Lender under any Letter of Credit (each such date, an “Honor Date”) orii), if the Borrower does not receive shall have received notice of such payment by such Issuing Lender prior to LC Disbursement later than 12:00 noon (San Francisco time) on an Honor Dateany Business Day or on a day that is not a Business Day, not later than 12:00 noon (San Francisco time) on the immediately following Business Day after the Honor Date (in which case such reimbursement shall include interest for the period from the Honor Date to the date of reimbursement at the rate then applicable to Base Rate Loans)Day. If the Borrower fails to reimburse the applicable Issuing Lender for the full amount of any drawing make such payment under any Letter of Credit on the date and by this paragraph at the time specified in the previous sentence preceding sentence, the applicable Issuing Lender shall notify each Lender and the Administrative Agent of the applicable LC Disbursement, the payment in Dollars then due from the Borrower in respect thereof and such Lender's Tranche 2 Commitment Percentage thereof. The amounts set forth in such notice shall be conclusive absent manifest error. Upon the receipt of such notice, (by the making of Base Rate Loans pursuant to this Section 2.3.3 or otherwise), then (ax) the Borrower shall be deemed to have requested submitted, as of the date that such LC Disbursement is made, a Notice of Revolving Borrowing (and shall be deemed to have made certifications, representations and warranties set forth therein) for a Tranche 2 Revolving Advance consisting of a Base Rate Loans Revolving Advance in an the amount equal to of such LC Disbursement (or the unreimbursed amount be made by the Revolving Lenders on such date Dollar Equivalent thereof, as applicable), (y) if all terms and the Administrative Agent shall promptly notify each Revolving Lender thereof); (b) subject to the conditions set forth herein for making a Tranche 2 Revolving Advance (other than the receipt of a Notice of Revolving Borrowing) shall have been satisfied, such Revolving Advance shall be made as provided in Sections 12.2 2.01 and 12.3 (but without regard to 2.02 except that the minimum and integral multiple requirements for borrowings set forth in the last sentence amount of Section 2.2.2), the Revolving Lenders shall make such Revolving Loans on such date; and (c) the Administrative Agent Advance shall deliver the proceeds of such Loans be disbursed to the applicable Issuing Lender and (z) such Revolving Advance shall be subject to and governed by the terms and conditions hereof. In the event a Revolving Advance is not made as provided in the immediately preceding sentence for any reason (including as a result of any failure to fulfill the applicable conditions set forth in Section 2.02 or Article III) or any Revolving Advance made pursuant to the immediately preceding sentence is insufficient to reimburse the applicable Issuing Lender for such LC Disbursement in full, each Lender shall forthwith pay to the applicable Issuing Lender in Dollars its Tranche 2 Commitment Percentage of the unreimbursed LC Disbursement. If any amount required to be paid by any Lender in respect of an unreimbursed LC Disbursement pursuant to this Section 2.09 is not made available to the applicable Issuing Lender by such unreimbursed amountLender on the date such payment is due (the "due date"), the applicable Issuing Lender shall be entitled to recover from such Lender, on demand, such amount with interest thereon calculated from the due date at the greater of the Federal Funds Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation. Promptly following receipt by the applicable Issuing Lender of any payment from the Borrower pursuant to this Section 2.09, to the extent that Lenders have made payments pursuant to this Section 2.09 to reimburse such Issuing Lender, then such Issuing Lender shall distribute such payment received from the Borrower to such Lenders as their interests may appear. Any payment made by a Lender pursuant to this paragraph to reimburse any Issuing Lender for any LC Disbursement shall not constitute a loan and shall not relieve the Borrower of its obligation to reimburse such LC Disbursement. Each Lender acknowledges and agrees that its obligations under this Section 2.09 shall survive the payment by the Borrower of all LC Disbursements and any termination of this Agreement. Without limiting the foregoing, in the event that any reimbursement of an LC Disbursement by the Borrower to any Issuing Lender is required to be repaid to the Borrower (pursuant to a proceeding in bankruptcy or otherwise), then the applicable Issuing Lender shall continue to be entitled to recover from each Lender, on demand, the portion of such repaid amount as shall be determined in accordance with this Section 2.09.

Reimbursement Obligations. The Borrowers hereby unconditionally and irrevocably agree to reimburse the Issuing Bank for each payment or disbursement made by the Issuing Bank under any Letter of Credit honoring any demand for payment made by the beneficiary thereunder, in each case on the date that such payment or disbursement is made, so long as such payment or disbursement is made in the absence of gross negligence and willful misconduct on behalf of the Issuing Bank; PROVIDED that, if the Parent, on behalf of the Borrowers, shall have given the Administrative Agent a notice of borrowing in accordance with SECTION 2.2(B) not later than 11:00 A.M. (Chicago, Illinois time) on the Business Day of the date of such disbursement indicating that the Borrowers intend to reimburse the Issuing Bank for the amount of such drawing with the proceeds of Revolving Loans, then, so long as the Administrative Agent has not received written notice that the conditions precedent set forth in SECTION 11 with respect to such Revolving Loan have not been satisfied, the Administrative Agent shall advise each Lender thereof and the Lenders shall, on the date of such disbursement, make Revolving Loans that are Base Rate Loans in the amount requested by the Parent, proceeds of which in an amount equal to the amount of such disbursement shall be applied directly by the Administrative Agent to reimburse the Issuing Bank for the amount of such disbursement; PROVIDED FURTHER, that if for any reason proceeds of Revolving Loans are not received by the Issuing Bank on such date in an amount equal to the amount of such disbursement, the Borrowers shall reimburse the Issuing Bank, on the Business Day immediately following the date of such disbursement in an amount in same day funds equal to the excess of the amount of such drawing over the amount of such Revolving Loans, if any, that the Issuing Bank previously received, plus accrued interest on such amount at the rate then applicable to Base Rate Loans. The Issuing Lender Bank will refund to the Borrowers any payment or disbursement erroneously made by the Issuing Bank promptly after the Issuing Bank recovers such payment or disbursement. Any amount not reimbursed on the date of such payment or disbursement shall bear interest from the date of such payment or disbursement to the date that the Issuing Bank is reimbursed by the Borrowers therefor, payable on demand, at a rate per annum equal to the Base Rate from time to time in effect PLUS the Applicable Margin with respect to the Base Rate from time to time in effect PLUS, beginning on the third Business Day after receipt of notice from the Issuing Bank of such payment or disbursement, 2.00%. The Issuing Bank shall notify the Borrower Borrowers and the Administrative Agent whenever any demand for payment is made under any Letter of Credit by the beneficiary thereofthereunder; provided that PROVIDED that, the failure of such the Issuing Lender Bank so to so notify the Borrower Borrowers shall not affect the rights of such the Issuing Lender Bank or the Lenders in any manner whatsoever. The Borrower shall reimburse (which reimbursement may be by the making of Base Rate Loans pursuant to this Section 2.3.3 or otherwise) the applicable Issuing Lender through the Administrative Agent prior to 2:00 p.m. on the date that any amount is paid by such Issuing Lender under any Letter of Credit (each such date, an “Honor Date”) or, if the Borrower does not receive notice of such payment by such Issuing Lender prior to 12:00 noon on an Honor Date, on the Business Day after the Honor Date (in which case such reimbursement shall include interest for the period from the Honor Date to the date of reimbursement at the rate then applicable to Base Rate Loans). If the Borrower fails to reimburse the applicable Issuing Lender for the full amount of any drawing under any Letter of Credit on the date and by the time specified in the previous sentence (by the making of Base Rate Loans pursuant to this Section 2.3.3 or otherwise), then (a) the Borrower shall be deemed to have requested that Base Rate Loans in an amount equal to the unreimbursed amount be made by the Revolving Lenders on such date (and the Administrative Agent shall promptly notify each Revolving Lender thereof); (b) subject to the conditions set forth in Sections 12.2 and 12.3 (but without regard to the minimum and integral multiple requirements for borrowings set forth in the last sentence of Section 2.2.2), the Revolving Lenders shall make such Revolving Loans on such date; and (c) the Administrative Agent shall deliver the proceeds of such Loans to the applicable Issuing Lender to pay such unreimbursed amount.

Reimbursement Obligations. The applicable Issuing Lender shall notify the To induce LC Issuer to issue and maintain LCs and to induce Lenders to participate in issued LCs, Borrower and the agrees to pay or reimburse LC Issuer (through Administrative Agent whenever any demand for payment is made under any Letter of Credit by the beneficiary thereof; provided that the failure of such Issuing Lender to so notify the Borrower shall not affect the rights of such Issuing Lender Agent) (i) on or the Lenders in any manner whatsoever. The Borrower shall reimburse (which reimbursement may be by the making of Base Rate Loans pursuant to this Section 2.3.3 or otherwise) the applicable Issuing Lender through the Administrative Agent prior to 2:00 p.m. on the date that of any amount is paid payment by such Issuing Lender LC Issuer under any Letter of Credit an LC (each such date, an “Honor Date”), the amount of any draft paid or to be paid by LC Issuer, and (ii) orpromptly, if upon demand, the amount of any applicable fees (in addition to the Fees described in Section 3.8) which LC Issuer customarily charges to a Person similarly situated in the ordinary course of its business for amending LC Agreements, for honoring drafts under letters of credit, and taking similar action in connection with letters of credit. If Borrower does has not receive notice of such payment reimbursed LC Issuer for any drafts paid or to be paid by such Issuing Lender prior to 12:00 noon 10:00 a.m. on an any Honor Date, on the Business Day after Administrative Agent shall promptly notify each Lender of the Honor Date (in which case such reimbursement shall include interest for Date, the period from the Honor Date to the date of reimbursement at the rate then applicable to Base Rate Loans). If the Borrower fails to reimburse the applicable Issuing Lender for the full amount of any the unreimbursed drawing under any Letter of Credit on (the date and by the time specified in the previous sentence (by the making of Base Rate Loans pursuant to this Section 2.3.3 or otherwise“Unreimbursed Amount”), then (a) and the amount of such Lender’s Commitment Percentage thereof. In such event, Borrower shall be deemed to have requested that a Revolving Loan consisting of Base Rate Loans to be disbursed on the Honor Date in an amount equal to the unreimbursed Unreimbursed Amount, to the extent of availability, and if the conditions precedent in this Agreement for such a Revolving Loan (other than any notice requirements or minimum funding amounts) have, to Administrative Agent’s knowledge, been satisfied. Any notice given by LC Issuer or Administrative Agent pursuant to this Section 2.3(d) may be given by telephone if immediately confirmed in writing; provided that the lack of such an immediate confirmation shall not affect the conclusiveness or binding effect of such notice. Each Lender shall upon any notice pursuant to this Section 2.3(d) make funds available to Administrative Agent for the account of LC Issuer in an amount equal to such Lender’s Commitment Percentage of the Unreimbursed Amount not later than 12:00 p.m. on the Business Day specified in such notice by Administrative Agent, whereupon, subject to the provisions of Section 2.3(f), each Lender that so makes funds available shall be deemed to have made Base Rate Loans to Borrower in such amount. The funds so received shall be remitted by Administrative Agent directly to LC Issuer in payment of Borrower’s reimbursement obligation with respect to the draft under the LC; and if and to the extent that for any reason, funds are not advanced pursuant to this Agreement to fully refinance the Unreimbursed Amount, then Borrower’s reimbursement obligation shall continue to be due and payable. Borrower’s obligations under this Section 2.3(d) shall be absolute and unconditional under any and all circumstances and irrespective of any setoff, counterclaim, or defense to payment which Borrower may have at any time against LC Issuer or any other Person, and shall be made by in accordance with the Revolving Lenders on terms and conditions of this Agreement under all circumstances, including, without limitation, any of the following circumstances: (A) any lack of validity or enforceability of this Agreement or any of the Loan Documents; (B) the existence of any claim, setoff, defense, or other right which Borrower may have at any time against a beneficiary named in an LC, any transferee of any LC (or any Person for whom any such date transferee may be acting), LC Issuer, any Lender, or any other Person, whether in connection with this Agreement, any LC, the transactions contemplated herein, or any unrelated transactions (including any underlying transaction between Borrower and the Administrative Agent shall promptly notify each Revolving Lender thereofbeneficiary named in any such LC); (bC) subject any draft, certificate, or any other document presented under the LC proving to be forged, fraudulent, invalid, or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; (D) any payment by LC Issuer under such LC against presentation of a draft or certificate that does not strictly comply with the conditions set forth terms of such LC; or any payment made by LC Issuer under such LC to any Person purporting to be a trustee in Sections 12.2 and 12.3 bankruptcy, debtor-in-possession, assignee for the benefit of creditors, liquidator, receiver or other representative of or successor to any beneficiary or any transferee of such LC, including any arising in connection with any proceeding under any Debtor Relief Law; (but without regard E) any other circumstance or happening whatsoever, whether or not similar to any of the minimum and integral multiple requirements for borrowings set forth in the last sentence of Section 2.2.2)foregoing, the Revolving Lenders shall make such Revolving Loans on such dateincluding any other circumstance that might otherwise constitute a defense available to, or a discharge of, Borrower or any Subsidiary; and (cF) the occurrence of any Default or Event of Default. To the extent any funding of a draft has been made by Lenders pursuant to Section 2.3(f) or under this Section 2.3(d), LC Issuer shall promptly distribute any such payments received for the account of LC Issuer in respect of any Unreimbursed Amount or interest thereon (whether directly from Borrower or otherwise, including, proceeds of cash collateral applied thereto by Administrative Agent shall deliver Agent) to all Lenders funding such draft according to their ratable share. Interest on any amounts remaining unpaid by Borrower (and unfunded by the proceeds of a Loan under this Section 2.3(d)) at any time from and after the date such Loans amounts become payable until paid in full shall be payable by Borrower to LC Issuer at the Post-Default Rate. In the event any payment by Borrower received by LC Issuer with respect to an LC and distributed to Lenders on account of their participations therein is required to be returned under any of the circumstances described in Section 12.15 (including pursuant to any settlement entered into by LC Issuer in its discretion) each Lender shall pay to Administrative Agent for the account of LC Issuer its Commitment Percentage thereof on demand of Administrative Agent, plus interest thereon from the date of such demand to the applicable Issuing Lender date such amount is returned by such Lender, at a rate per annum equal to pay such unreimbursed amountthe Federal Funds Rate from time to time in effect. The obligations of Lenders under this clause shall survive the payment in full of the Obligations and the termination of this Agreement.

Reimbursement Obligations. The applicable Issuing Lender shall notify a. In the Borrower and the Administrative Agent whenever any demand for payment is made under any Letter event of Credit by the beneficiary thereof; provided that the failure of such Issuing Lender to so notify the Borrower shall not affect the rights of such Issuing Lender or the Lenders in any manner whatsoever. The Borrower shall reimburse (which reimbursement may be by the making of Base Rate Loans pursuant to this Section 2.3.3 or otherwise) the applicable Issuing Lender through the Administrative Agent prior to 2:00 p.m. on the date that any amount is paid by such Issuing Lender under any Letter of Credit (each such date, an “Honor Date”) or, if the Borrower does not receive notice of such payment by such Issuing Lender prior to 12:00 noon on an Honor Date, on the Business Day after the Honor Date (in which case such reimbursement shall include interest for the period from the Honor Date a Default with respect to the date Loan, each Reimbursor shall pay directly to the Lender on behalf of reimbursement at the rate then applicable to Base Rate Loans). If the Borrower fails to reimburse the applicable Issuing Lender for the full amount of any drawing under any Letter of Credit on the date and by the time specified in the previous sentence (by the making of Base Rate Loans pursuant to this Section 2.3.3 or otherwise), then (a) the Borrower shall be deemed to have requested that Base Rate Loans in Company an amount equal to the unreimbursed amount Reimbursor’s allocable share of the Shortfall Amount (as defined below) after the Lender has fully and completely exhausted its remedies against the Company’s other assets. Each Reimbursor’s maximum reimbursement liability hereunder is set forth on Exhibit A attached hereto. No demand shall be made by under this Agreement for payment or contribution of the Revolving Lenders Shortfall Amount or any portion thereof until such time as the Lender shall have fully and completely exhausted its remedies against the Company’s other assets (including any real and personal property securing the repayment of the Loan), or following the date any such Default is cured. The “Shortfall Amount” shall equal the excess of (a) $3,270,000.00 or the amount of outstanding principal and accrued interest owed on such date (the Loan immediately prior to the Default, whichever is less; over the sum of all amounts recovered and the Administrative Agent fair market value of all property obtained by Lender, if any, from the Company after the Default in proceedings against the Company under the Loan Documents (including, without limitation, principal, interest, late fees, penalties, and costs of collection). Subject to reduction under Section 2(b) below, each Reimbursor’s allocable share of the Shortfall Amount shall promptly notify each Revolving Lender thereof); (b) subject be equal to the conditions product of (x) the total Shortfall Amount, multiplied by (y) the percentage listed opposite the Reimbursor’s name on Exhibit A attached hereto. Each Reimbursor’s obligation to pay their allocable share of the Shortfall Amount set forth in Sections 12.2 this Section 2 shall be referred to herein as its “Reimbursement Obligation.” b. If: (i) a Reimbursor distributes to one or more of its partners or members some, but not all, of the LLC Units received in the Contribution (or the proceeds from the exchange or other disposition of some, but not all, of such LLC Units) in redemption of their ownership interests in the Reimbursor; (ii) no Default has occurred and 12.3 (but without regard is continuing with respect to the minimum and integral multiple requirements for borrowings set forth in the last sentence of Section 2.2.2), the Revolving Lenders shall make such Revolving Loans on such dateLoan; and (cii) neither a Default nor an event which with the Administrative Agent passage of time will give rise to a Default occurs within 90 days after such distribution, then the amount of the Reimbursement Obligation otherwise applicable to the distributing Reimbursor under Section 2(a) above shall deliver be reduced by a percentage equal to a fraction the proceeds numerator of which is the number of such Loans LLC Units distributed, exchanged or redeemed and the denominator of which is the total number of LLC Units that the Reimbursor received in the Contribution transaction. For example, if 2,0000 out of 100,000 LLC Units that a Reimbursor received in the Contribution transaction are redeemed and the conditions of this Section 2(b) are met, the otherwise applicable Reimbursement Obligation of that Reimbursor would be reduced by 20-percent. c. Each Reimbursor shall be liable with respect to its allocable Reimbursement Obligation until termination of that obligation under Section 1 above. Termination or reduction of a Reimbursor’s Obligations under this Agreement shall not increase, decrease or otherwise affect the applicable Issuing Lender to pay such unreimbursed amountallocable Reimbursement Obligation of any other Reimbursor.

Reimbursement Obligations. The applicable In the event of any drawing under a Letter of Credit, the Issuing Lender shall promptly notify the Borrower and who shall immediately reimburse the Administrative Agent whenever any demand for payment is made under any Letter of Credit by amount drawn to the beneficiary thereof; provided that the failure of such Issuing Lender to so notify in same day funds. In the Borrower shall not affect the rights of such Issuing Lender or the Lenders in any manner whatsoever. The Borrower shall reimburse (which reimbursement may be by the making of Base Rate Loans pursuant to this Section 2.3.3 or otherwise) the applicable Issuing Lender through the Administrative Agent prior to 2:00 p.m. on the date event that any amount is paid by such Issuing Lender under any Letter of Credit (each such date, an “Honor Date”) or, if the Borrower does not receive notice of such payment by such Issuing Lender prior to 12:00 noon on an Honor Date, on the Business Day after the Honor Date (in which case such reimbursement shall include interest for the period from the Honor Date to the date of reimbursement at the rate then applicable to Base Rate Loans). If the Borrower fails to reimburse the applicable Issuing Lender for the full amount after such notification and fails to provide a Notice of any drawing under any Letter of Credit on the date and by the time specified in the previous sentence (by the making of Base Rate Loans pursuant to this Section 2.3.3 or otherwise)Borrowing with a different option, then (a) the Borrower shall be deemed to have requested that from, and given notice to, the Agent of a Prime Rate Advance, if the Letter of Credit is payable in Canadian Dollars, or a US Base Rate Loans Advance, if the Letter of Credit is payable in an US Dollars or Euros (with any drawing under a Letter of Credit payable in Euros being converted into US Dollars in accordance with the provisions hereof), on the date and in the amount equal of the drawing, the proceeds of which will be used to satisfy the reimbursement obligations of the Borrower to the unreimbursed amount Issuing Lender in respect of the drawing under such Letter of Credit. The reimbursement obligations of the Borrower hereunder shall be made absolute, unconditional and irrevocable and shall be performed strictly in accordance with the terms of this Agreement under any and all circumstances whatsoever and irrespective of: 3.4.5.1 any lack of validity or enforceability of any Letter of Credit or this Agreement or any term or provision therein or herein; 3.4.5.2 the existence of any claim, set-off, compensation, defence or other right that the Borrower, any other Obligor or any other Person may at any time have against the beneficiary under any Letter of Credit, the Issuing Lender, the Agent, any Lender or any other Person, whether in connection with this Agreement or any other related or unrelated agreement or transaction; 3.4.5.3 any draft or other document presented under a Letter of Credit proving to be forged, fraudulent or invalid in any respect or any statement therein being untrue or inaccurate in any respect; 3.4.5.4 any dispute between or among the Obligors and any beneficiary of any Letter of Credit or any other party to which such Letter of Credit may be transferred or any claims whatsoever of the Obligors against any beneficiary of such Letter of Credit or any such transferee; 3.4.5.5 the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign any Letter of Credit or any of the rights or benefits thereunder or proceeds thereof in whole or in part, which may prove to be invalid or ineffective for any reason; and 3.4.5.6 the occurrence of any event including the commencement of legal proceedings to prohibit payment by the Revolving Lenders on Issuing Lender of a Letter of Credit. The obligations of the Borrower hereunder with respect to Letters of Credit shall remain in full force and effect and shall apply to any amendment to or extension of the expiration date of any Letter of Credit. Each Lender’s obligation to fund a Prime Rate Advance or US Base Rate Advance as aforesaid shall be absolute and unconditional and shall not be affected by any circumstance, including (a) any set-off, compensation, counterclaim, recoupment, defence or other right which such date (and Lender may have against the Administrative Agent shall promptly notify each Revolving Lender thereof); Issuing Lender, the Borrower, any other Obligor or any other Person for any reason whatsoever, (b) subject the occurrence or continuance of any Default or Event of Default, (c) any adverse change in the condition (financial or otherwise) of the Borrower, any other Obligor or any other Person, (d) any breach of this Agreement by the Borrower or any other Person, (e) any inability of the Borrower to satisfy the conditions precedent to borrowing set forth in Sections 12.2 and 12.3 this Agreement on any applicable Drawdown Date for such Prime Rate Advance or US Base Rate Advance, or (but without regard f) any other circumstances, happening or event whatsoever, whether or not similar to any of the minimum and integral multiple requirements for borrowings set forth in the last sentence of Section 2.2.2), the Revolving Lenders shall make such Revolving Loans on such date; and (c) the Administrative Agent shall deliver the proceeds of such Loans to the applicable Issuing Lender to pay such unreimbursed amountforegoing.

Reimbursement Obligations. The To induce LC Issuer to issue and maintain LCs and to induce Lenders to participate in issued LCs, Borrower agrees to pay or reimburse LC Issuer (i) on the date on which any draft is presented under any LC, the amount of any draft paid or to be paid by LC Issuer, and (ii) promptly, upon demand, the amount of any applicable Issuing Lender shall notify fees (in addition to the Fees described in Section 3.8) which LC Issuer customarily charges to a Person similarly situated in the ordinary course of its business for amending LC Agreements, for honoring drafts under letters of credit, and taking similar action in connection with letters of credit; provided that, (x) if Borrower and the has not reimbursed LC Issuer for any drafts paid or to be paid within 24 hours of demand therefor by LC Issuer, Administrative Agent whenever is hereby irrevocably authorized to fund such reimbursement obligation as a Loan to the extent of availability, and if the conditions precedent in this Agreement for such a Loan (other than any demand for payment is made under any Letter of Credit by the beneficiary thereof; provided that the failure notice requirements or minimum funding amounts) have, to Administrative Agent’s knowledge, been satisfied. The proceeds of such Issuing Lender Loan shall be remitted by Administrative Agent directly to so notify LC Issuer in payment of Borrower’s reimbursement obligation with respect to the Borrower shall draft under the LC; and (y) if for any reason, funds are not affect the rights of such Issuing Lender or the Lenders in any manner whatsoever. The Borrower shall reimburse (which reimbursement may be by the making of Base Rate Loans advanced pursuant to this Agreement, then Borrower’s reimbursement obligation shall continue to be due and payable. Borrower’s obligations under this Section 2.3.3 or otherwise2.3(d) the applicable Issuing Lender through the Administrative Agent prior to 2:00 p.m. on the date that any amount is paid by such Issuing Lender shall be absolute and unconditional under any Letter of Credit (each such date, an “Honor Date”) or, if the Borrower does not receive notice of such payment by such Issuing Lender prior to 12:00 noon on an Honor Date, on the Business Day after the Honor Date (in which case such reimbursement shall include interest for the period from the Honor Date to the date of reimbursement at the rate then applicable to Base Rate Loans). If the Borrower fails to reimburse the applicable Issuing Lender for the full amount and all circumstances and irrespective of any drawing under setoff, counterclaim, or defense to payment which Borrower may have at any Letter of Credit on the date time against LC Issuer or any other Person, and by the time specified in the previous sentence (by the making of Base Rate Loans pursuant to this Section 2.3.3 or otherwise), then (a) the Borrower shall be deemed to have requested that Base Rate Loans made in an amount equal to accordance with the unreimbursed amount be made by terms and conditions of this Agreement under all circumstances, including, without limitation, any of the Revolving Lenders on such date following circumstances: (and A) any lack of validity or enforceability of this Agreement or any of the Administrative Agent shall promptly notify each Revolving Lender thereof); (b) subject to the conditions set forth in Sections 12.2 and 12.3 (but without regard to the minimum and integral multiple requirements for borrowings set forth in the last sentence of Section 2.2.2), the Revolving Lenders shall make such Revolving Loans on such date; and (c) the Administrative Agent shall deliver the proceeds of such Loans to the applicable Issuing Lender to pay such unreimbursed amount.Loan

Reimbursement Obligations. The applicable Issuing Lender shall notify BORROWER agrees that the Borrower and LENDER is irrevocably authorized to advance proceeds of the Administrative Agent whenever any demand for LOAN to make payment is of all draws made under any Letter LETTER OF CREDIT. In the event there is insufficient availability under the LOAN to make payment on a draw under a LETTER OF CREDIT, the BORROWER agrees to reimburse the LENDER on the day of Credit drawing (or upon such later date as the BORROWER receives notice of the payment of the presented draft by the beneficiary thereof; provided that LENDER) upon any LETTER OF CREDIT (either with the failure proceeds of such Issuing Lender to so notify the Borrower shall not affect the rights of such Issuing Lender or the Lenders in any manner whatsoever. The Borrower shall reimburse (which reimbursement may be by the making of Base Rate Loans pursuant to this Section 2.3.3 LOAN obtained hereunder or otherwise) in same day funds in the applicable Issuing Lender through amount of the Administrative Agent prior to 2:00 p.m. on the date that any amount is paid by such Issuing Lender under any Letter of Credit (each such date, an “Honor Date”) or, if the Borrower does not receive notice of such payment by such Issuing Lender prior to 12:00 noon on an Honor Date, on the Business Day after the Honor Date (in which case such reimbursement shall include interest for the period from the Honor Date to the date of reimbursement at the rate then applicable to Base Rate Loans)drawing. If the Borrower BORROWER fails to reimburse the applicable Issuing Lender for the full amount LENDER as provided herein or as provided in any separate letter of any drawing under any Letter of Credit on the date and by the time specified in the previous sentence (by the making of Base Rate Loans pursuant to this Section 2.3.3 credit application agreements or otherwise)other LOAN DOCUMENTS, then (a) the Borrower shall be deemed to have requested that Base Rate Loans in an amount equal to the unreimbursed amount be made by of such drawing shall bear interest at the Revolving Lenders on such date same rate (and including the Administrative Agent shall promptly notify each Revolving Lender thereof); (bdefault rate of interest) subject applicable to the conditions set forth in Sections 12.2 LOAN. The BORROWER’S reimbursement obligations hereunder shall be absolute and 12.3 (but unconditional under all circumstances irrespective of any rights of set-off, counterclaim or defense to payment the BORROWER may claim or have against the LENDER, the beneficiary of the LETTER OF CREDIT or any other PERSON, including, without regard limitation, any defense based on any failure of the BORROWER to receive consideration or the minimum and integral multiple requirements for borrowings set forth legality, validity, regularity or unenforceability of the LETTER OF CREDIT or any irregularities in the last sentence presentment of Section 2.2.2), the Revolving Lenders shall make such Revolving Loans on such date; and (c) draft presented upon the Administrative Agent shall deliver the proceeds of such Loans to the applicable Issuing Lender to pay such unreimbursed amountLETTER OF CREDIT.

Reimbursement Obligations. The applicable Issuing Borrower hereby unconditionally and ------------------------- irrevocably agrees to reimburse the Initial Lender for each payment made by the Initial Lender with respect to the reimbursement obligations to the Issuer for payments and disbursements of the Issuer under any Letter of Credit honoring any demand for payment made by the beneficiary thereunder, in each case on the date that such payment or disbursement is made. In the event that the Borrower does not provide the Agent with immediately available funds (either by amounts received by the Agent from or on account of the Borrower for distribution to the Agent, the Initial Lender or the other Lenders under this Agreement or otherwise) sufficient to reimburse the Initial Lender as described above by 12:00 P.M., Chicago time, on the date such obligation arises, the Swing Loan Lender will be deemed to have automatically made a Swing Loan in the amount of such reimbursement obligation, with any excess deemed to automatically constitute a Revolving Loan to the Borrower, notwithstanding any failure to satisfy the conditions precedent set forth in Section 11.2. The Agent shall ------------ notify the Borrower and the Administrative Agent whenever any demand for payment is made under any Letter of Credit by the beneficiary thereofthereunder; provided provided, however, that the failure of such Issuing Lender the Agent to so notify the Borrower shall not affect the rights of such Issuing Lender the Agent or the Lenders in any manner whatsoever. The Borrower shall reimburse (which reimbursement may be by the making of Base Rate Loans pursuant to this Section 2.3.3 or otherwise) the applicable Issuing Lender through the Administrative Agent prior to 2:00 p.m. on the date that any amount is paid by such Issuing Lender under any Letter of Credit (each such date, an “Honor Date”) or, if the Borrower does not receive notice of such payment by such Issuing Lender prior to 12:00 noon on an Honor Date, on the Business Day after the Honor Date (in which case such reimbursement shall include interest for the period from the Honor Date to the date of reimbursement at the rate then applicable to Base Rate Loans). If the Borrower fails to reimburse the applicable Issuing Lender for the full amount of any drawing under any Letter of Credit on the date and by the time specified in the previous sentence (by the making of Base Rate Loans pursuant to this Section 2.3.3 or otherwise), then (a) the Borrower shall be deemed to have requested that Base Rate Loans in an amount equal to the unreimbursed amount be made by the Revolving Lenders on such date (and the Administrative Agent shall promptly notify each Revolving Lender thereof); (b) subject to the conditions set forth in Sections 12.2 and 12.3 (but without regard to the minimum and integral multiple requirements for borrowings set forth in the last sentence of Section 2.2.2), the Revolving Lenders shall make such Revolving Loans on such date; and (c) the Administrative Agent shall deliver the proceeds of such Loans to the applicable Issuing Lender to pay such unreimbursed amount.

Reimbursement Obligations. In the case of a Letter of Credit denominated in an Alternative Currency, the Company shall reimburse the applicable Issuing Lender in such Alternative Currency, unless (A) such Issuing Lender (at its option) shall have notified the Company (either generally or with respect to a particular Letter of Credit) that such Issuing Lender will require reimbursement in Dollars or (B) in the absence of any such requirement for reimbursement in Dollars, the Company shall have notified such Issuing Lender promptly following receipt of the notice of drawing that the Company will reimburse such Issuing Lender in Dollars. In the case of any such reimbursement in Dollars of a drawing under a Letter of Credit denominated in an Alternative Currency, the applicable Issuing Lender shall notify the Company of the Dollar Equivalent Amount of the amount of the drawing promptly following the determination thereof. Not later than (i) 11:00 a.m. on the date of any payment by an Issuing Lender under a Letter of Credit to be reimbursed in Dollars or (ii) the Applicable Time on the date of any payment by an Issuing Lender under a Letter of Credit to be reimbursed in an Alternative Currency (each such date, an “Honor Date”), or (in each case) not later than the time specified above on the Business Day immediately following the Honor Date if the Company does not receive notice of the applicable payment by 10:00 a.m. on the Honor Date (in which case the Company shall pay interest on the amount of the applicable payment for the period from the Honor Date to the date such payment is due at a rate per annum equal to (x) in the case of a payment in Dollars, the rate applicable to Base Rate Loans, and (y) in any other case, the rate reasonably determined by the applicable Issuing Lender to be its cost of funds in the applicable currency for such period plus the Alternative Currency Daily Rate Margin or Alternative Currency Term Rate Margin, as applicable), the Company shall reimburse such Issuing Lender through the Administrative Agent for each payment or disbursement made by such Issuing Lender under any Letter of Credit issued for the account of the Parent, the Company or any Subsidiary of the Company honoring any demand for payment made by the beneficiary thereunder. If the Company fails to reimburse the applicable Issuing Lender by the date and time specified in the preceding sentence, the Administrative Agent shall promptly notify each Revolving Lender of the Dollar Equivalent Amount of the unreimbursed drawing (the “Unreimbursed Amount”) and the amount of such Revolving Lender’s Percentage thereof. In such event, the Company shall be deemed to have requested a borrowing of Revolving Loans to be disbursed on such date in an amount equal to such Unreimbursed Amount, without regard to the minimum and multiples specified in Section 2.2 for the principal amount of Base Rate Loans, but subject to the amount of the unutilized portion of the Revolving Commitment Amount and the conditions set forth in Section 11.2.1. Any Unreimbursed Amount not reimbursed on the date required above shall bear interest from the date such Unreimbursed Amount was due to the date such amount is paid (by the making of Base Rate Loans or otherwise) at a rate per annum equal to the Base Rate from time to time in effect plus the Base Rate Margin plus, beginning on the third Business Day after receipt of notice from such Issuing Lender of such payment or disbursement, 2%. The applicable Issuing Lender shall notify the Borrower Company and the Administrative Agent whenever any demand for payment is made under any Letter of Credit by the beneficiary thereofthereunder; provided that the failure of such Issuing Lender to so notify the Borrower Company shall not affect the rights of such Issuing Lender or the Lenders in any manner whatsoever. The Borrower shall reimburse (which reimbursement may be by the making of Base Rate Loans pursuant to this Section 2.3.3 or otherwise) the applicable Issuing Lender through the Administrative Agent prior to 2:00 p.m. on the date that any amount is paid by such Issuing Lender under any Letter of Credit (each such date, an “Honor Date”) or, if the Borrower does not receive notice of such payment by such Issuing Lender prior to 12:00 noon on an Honor Date, on the Business Day after the Honor Date (in which case such reimbursement shall include interest for the period from the Honor Date to the date of reimbursement at the rate then applicable to Base Rate Loans). If the Borrower fails to reimburse the applicable Issuing Lender for the full amount of any drawing under any Letter of Credit on the date and by the time specified in the previous sentence (by the making of Base Rate Loans pursuant to this Section 2.3.3 or otherwise), then (a) the Borrower shall be deemed to have requested that Base Rate Loans in an amount equal to the unreimbursed amount be made by the Revolving Lenders on such date (and the Administrative Agent shall promptly notify each Revolving Lender thereof); (b) subject to the conditions set forth in Sections 12.2 and 12.3 (but without regard to the minimum and integral multiple requirements for borrowings set forth in the last sentence of Section 2.2.2), the Revolving Lenders shall make such Revolving Loans on such date; and (c) the Administrative Agent shall deliver the proceeds of such Loans to the applicable Issuing Lender to pay such unreimbursed amount.

Reimbursement Obligations. The applicable Issuing Lender shall notify the To induce LC Issuer to issue and maintain LCs and to induce Lenders to participate in issued LCs, Borrower and the agrees to pay or reimburse LC Issuer (through Administrative Agent whenever any demand for payment is made under any Letter of Credit by the beneficiary thereof; provided that the failure of such Issuing Lender to so notify the Borrower shall not affect the rights of such Issuing Lender Agent) (i) on or the Lenders in any manner whatsoever. The Borrower shall reimburse (which reimbursement may be by the making of Base Rate Loans pursuant to this Section 2.3.3 or otherwise) the applicable Issuing Lender through the Administrative Agent prior to 2:00 p.m. on the date that of any amount is paid payment by such Issuing Lender LC Issuer under any Letter of Credit an LC (each such date, an “Honor Date”), the amount of any draft paid or to be paid by LC Issuer, and (ii) orpromptly, if upon demand, the amount of any applicable fees (in addition to the Fees described in Section 3.8) which LC Issuer customarily charges to a Person similarly situated in the ordinary course of its business for amending LC Agreements, for honoring drafts under letters of credit, and taking similar action in connection with letters of credit. If Borrower does has not receive notice of such payment reimbursed LC Issuer for any drafts paid or to be paid by such Issuing Lender prior to 12:00 noon 10:00 a.m. on an any Honor Date, on the Business Day after Administrative Agent shall promptly notify each Lender of the Honor Date (in which case such reimbursement shall include interest for Date, the period from the Honor Date to the date of reimbursement at the rate then applicable to Base Rate Loans). If the Borrower fails to reimburse the applicable Issuing Lender for the full amount of any the unreimbursed drawing under any Letter of Credit on (the date and by the time specified in the previous sentence (by the making of Base Rate Loans pursuant to this Section 2.3.3 or otherwise“Unreimbursed Amount”), then (a) and the amount of such Lender’s Commitment Percentage thereof. In such event, Borrower shall be deemed to have requested that a Revolving Loan consisting of Base Rate Loans to be disbursed on the Honor Date in an amount equal to the unreimbursed Unreimbursed Amount, to the extent of availability, and if the conditions precedent in this Agreement for such a Revolving Loan (other than any notice requirements or minimum funding amounts) have, to Administrative Agent’s knowledge, been satisfied. Any notice given by LC Issuer or Administrative Agent pursuant to this Section 2.3(d) may be given by telephone if immediately confirmed in writing; provided, that the lack of such an immediate confirmation shall not affect the conclusiveness or binding effect of such notice. Each Lender shall upon any notice pursuant to this Section 2.3(d) make funds available to Administrative Agent for the account of LC Issuer in an amount equal to such Lender’s Commitment Percentage of the Unreimbursed Amount not later than 12:00 p.m. on the Business Day specified in such notice by Administrative Agent, whereupon, subject to the provisions of Section 2.3(f), each Lender that so makes funds available shall be deemed to have made Base Rate Loans to Borrower in such amount. The funds so received shall be remitted by Administrative Agent directly to LC Issuer in payment of Borrower’s reimbursement obligation with respect to the draft under the LC; and (y) if and to the extent that for any reason, funds are not advanced pursuant to this Agreement to fully refinance the Unreimbursed Amount, then Borrower’s reimbursement obligation shall continue to be due and payable. Borrower’s obligations under this Section 2.3(d) shall be absolute and unconditional under any and all circumstances and irrespective of any setoff, counterclaim, or defense to payment which Borrower may have at any time against LC Issuer or any other Person, and shall be made by in accordance with the Revolving Lenders on terms and conditions of this Agreement under all circumstances, including, without limitation, any of the following circumstances: (A) any lack of validity or enforceability of this Agreement or any of the Loan Documents; (B) the existence of any claim, setoff, defense, or other right which Borrower may have at any time against a beneficiary named in an LC, any transferee of any LC (or any Person for whom any such date transferee may be acting), LC Issuer, any Lender, or any other Person, whether in connection with this Agreement, any LC, the transactions contemplated herein, or any unrelated transactions (including any underlying transaction between Borrower and the Administrative Agent shall promptly notify each Revolving Lender thereofbeneficiary named in any such LC); (bC) subject any draft, certificate, or any other document presented under the LC proving to be forged, fraudulent, invalid, or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; (D) any payment by LC Issuer under such LC against presentation of a draft or certificate that does not strictly comply with the conditions set forth terms of such LC; or any payment made by LC Issuer under such LC to any Person purporting to be a trustee in Sections 12.2 and 12.3 bankruptcy, debtor-in-possession, assignee for the benefit of creditors, liquidator, receiver or other representative of or successor to any beneficiary or any transferee of such LC, including any arising in connection with any proceeding under any Debtor Relief Law; (but without regard E) any other circumstance or happening whatsoever, whether or not similar to any of the minimum and integral multiple requirements for borrowings set forth in the last sentence of Section 2.2.2)foregoing, the Revolving Lenders shall make such Revolving Loans on such dateincluding any other circumstance that might otherwise constitute a defense available to, or a discharge of, Borrower or any Subsidiary; and (cF) the occurrence of any Default or Event of Default. To the extent any funding of a draft has been made by Lenders pursuant to Section 2.3(f) or under this Section 2.3(d), LC Issuer shall promptly distribute any such payments received for the account of LC Issuer in respect of any Unreimbursed Amount or interest thereon (whether directly from Borrower or otherwise, including, proceeds of cash collateral applied thereto by Administrative Agent shall deliver Agent) to all Lenders funding such draft according to their ratable share. Interest on any amounts remaining unpaid by Borrower (and unfunded by the proceeds of a Loan under this Section 2.3(d)) at any time from and after the date such Loans amounts become payable until paid in full shall be payable by Borrower to LC Issuer at the Post-Default Rate. In the event any payment by Borrower received by LC Issuer with respect to an LC and distributed to Lenders on account of their participations therein is required to be returned under any of the circumstances described in Section 12.15 (including pursuant to any settlement entered into by LC Issuer in its discretion) each Lender shall pay to Administrative Agent for the account of LC Issuer its Commitment Percentage thereof on demand of Administrative Agent, plus interest thereon from the date of such demand to the applicable Issuing Lender date such amount is returned by such Lender, at a rate per annum equal to pay such unreimbursed amountthe Federal Funds Rate from time to time in effect. The obligations of Lenders under this clause shall survive the payment in full of the Obligations and the termination of this Agreement.

Reimbursement Obligations. The applicable Subject to the other provisions of this Section 1.3, the obligation of the Company to reimburse an Issuing Lender Agent for drawings under a Letter of Credit issued by such Issuing Agent shall notify be governed by the Borrower Application for such Letter of Credit except that reimbursement for drawings shall be made to the Issuing Agent by no later than 11:00 a.m. (Des Moines time) on the Business Day following the date when such drawing was paid. In the event an Issuing Agent is not reimbursed by the Company for the amount such Issuing Agent pays on any draft drawn under a Letter of Credit issued hereunder by 11: 00 a.m. (Des Moines time) on the Business Day following the date when such drawing is paid, the obligation of the Company to reimburse such Issuing Agent for the amount of such draft paid shall bear interest (which the Company hereby promises to pay on demand) from and after the Administrative date the draft is paid and until payment in full thereof at the fluctuating rate per annum determined by adding 2% to the Domestic Rate as from time to time in effect. This Agreement supersedes any terms of the Applications which are irreconcilably inconsistent with the terms hereof. Notwithstanding anything contained in the Applications to the contrary, (i) the Company shall pay fees in connection with each Letter of Credit as set forth in Section 1.3(h) below, (ii) prior to the occurrence of an Event of Default, unless otherwise required by this Agreement, no Issuing Agent whenever will call for any demand additional collateral security for payment is made the obligations of the Company under any the Applications other than collateral security consisting of rights in goods (or documents of title evidencing the same) financed under such Applications as provided in such Applications and (iii) prior to the occurrence of a Default or an Event of Default, the Issuing Agent will not call for the funding of a Letter of Credit by the beneficiary thereof; provided that Company prior to being presented with a draft drawn thereunder (or, in the failure of such Issuing Lender event the draft is a time draft, prior to so notify its due date). The Company hereby irrevocably authorizes the Borrower shall not affect the rights of such Issuing Lender Lenders or the Issuing Agent to charge any of the Company's deposit accounts maintained with the Lenders in or the Issuing Agent, as the case may be, for the amount necessary to reimburse the Issuing Agent where required hereunder for any manner whatsoeverdrafts drawn under Letters of Credit issued hereunder. The Borrower shall reimburse (which reimbursement may be by obligations of the making of Base Rate Loans pursuant to Company under this Section 2.3.3 1.3(e) and each Application shall be absolute, unconditional and irrevocable, and shall be performed strictly in accordance with the terms of this Agreement and the Applications, under all circumstances whatsoever, including without limitation the following circumstances: (i) any lack of validity or otherwise) the applicable Issuing Lender through the Administrative Agent prior to 2:00 p.m. on the date that any amount is paid by such Issuing Lender under enforceability of any Letter of Credit document, (each such date, an “Honor Date”ii) or, if any amendment or waiver of or any consent to or departure from all or any of the Borrower does not receive notice provisions of such payment by such Issuing Lender prior to 12:00 noon on an Honor Date, on the Business Day after the Honor Date (in which case such reimbursement shall include interest for the period from the Honor Date to the date of reimbursement at the rate then applicable to Base Rate Loans). If the Borrower fails to reimburse the applicable Issuing Lender for the full amount of any drawing under any Letter of Credit on document; (iii) the date and existence of any claim, set-off, defense or other rights that the Company may have at any time against a beneficiary of a Letter of Credit (or any Person for whom such beneficiary may be acting), any Agent, any Lender or any other Person, whether in connection with this Agreement, another Letter of Credit or any unrelated transaction; (iv) any statement or any other document presented under a Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect whatsoever; (v) payment by the time specified in the previous sentence (by the making Issuing Agent under a Letter of Base Rate Loans pursuant to this Section 2.3.3 or otherwise), then (a) the Borrower shall be deemed to have requested that Base Rate Loans in an amount equal Credit against presentation to the unreimbursed amount be made Issuing Agent of a draft or certificate that does not comply with the terms of the Letter of Credit, provided that the Issuing Agent's determination that documents presented under the Letter of Credit comply with the terms thereof shall not have constituted negligence or willful misconduct of the Issuing Agent; or (vi) any other act or omission to act or delay of any kind by any Lender, any of the Revolving Lenders on such date (and Agents or any other Person or any other event or circumstance whatsoever that might, but for the Administrative Agent shall promptly notify each Revolving Lender thereof); (b) subject to provisions of this Section, constitute a legal or equitable discharge of the conditions set forth in Sections 12.2 and 12.3 (but without regard to the minimum and integral multiple requirements for borrowings set forth in the last sentence of Section 2.2.2), the Revolving Lenders shall make such Revolving Loans on such date; and (c) the Administrative Agent shall deliver the proceeds of such Loans to the applicable Issuing Lender to pay such unreimbursed amountCompany's obligations hereunder.

Reimbursement Obligations. The applicable Issuing Lender shall notify the Borrower and the Administrative Agent whenever any demand for payment is made under any Letter of Credit by the beneficiary thereof; provided that the failure of such Issuing Lender to so notify the Borrower shall not affect the rights of such Issuing Lender or the Lenders in any manner whatsoever. The Borrower shall be irrevocably and unconditionally obligated forthwith to reimburse (which reimbursement may be by the making of Base Rate Loans pursuant to this Section 2.3.3 or otherwise) the applicable each Issuing Lender through the Administrative Agent prior to 2:00 p.m. on the date that for any amount is amounts paid by such Issuing Lender under any Letter in accordance with Section 2.06(e) and (f) of Credit (each such date, an “Honor Date”) or, if the Borrower does not receive notice of such payment by such Issuing Lender prior to 12:00 noon on an Honor Date, on the Business Day after the Honor Date (in which case such reimbursement shall include interest for the period from the Honor Date to the date of reimbursement at the rate then applicable to Base Rate Loans). If the Borrower fails to reimburse the applicable Issuing Lender for the full amount of this Agreement upon any drawing under any Letter of Credit Credit, together with any and all reasonable charges and expenses which the Issuing Lender may pay or incur relative to such drawing and interest on the amount drawn at the rate applicable to Revolving Base Rate Loans for each day from and including the date such amount is drawn to but excluding the date such reimbursement payment is due and payable. Such reimbursement payment shall be due and payable (i) at or before 1:00 P.M. on the date and by the time specified in the previous sentence (by the making of Base Rate Loans pursuant to this Section 2.3.3 or otherwise), then (a) Issuing Lender notifies the Borrower shall be deemed of such drawing, if such notice is given at or before 10:00 A.M. on such date or (ii) at or before 10:00 A.M. on the next succeeding Business Day if such notice is given after 10:00 A.M. on the immediately preceding Business Day; provided that no payment otherwise required by this sentence to have requested that Base Rate Loans in an amount equal to the unreimbursed amount be made by the Revolving Lenders Borrower at or before 1:00 P.M. on any day shall be overdue hereunder if arrangements for such payment satisfactory to the Issuing Lender, in its reasonable discretion, shall have been made by the Borrower at or before 1:00 P.M. on such date (day and such payment is actually made at or before 3:00 P.M. on such day. In addition, the Administrative Agent shall promptly notify each Revolving Lender thereof); (b) subject Borrower agrees to pay to the Issuing Lender interest, payable on demand, on any and all amounts not paid by the Borrower to the Issuing Lender when due under this subsection (g), for each day from and including the date when such amount becomes due to but excluding the date such amount is paid in full, whether before or after judgment, at a rate per annum equal to the sum of 2% plus the rate applicable to Revolving Base Rate Loans for such day. Subject to the satisfaction of all applicable conditions set forth in Sections 12.2 and 12.3 (but without regard Article IV, the Borrower may, at its option, utilize the Swingline Commitment or the Revolving Commitments, or make other arrangements for payment satisfactory to the minimum and integral multiple requirements Issuing Lender, for borrowings set forth in the last sentence reimbursement of Section 2.2.2all LC Disbursements as required by this subsection (g), . Each reimbursement payment to be made by the Revolving Lenders Borrower pursuant to this subsection (g) shall make such Revolving Loans on such date; and (c) the Administrative Agent shall deliver the proceeds of such Loans be made to the applicable Issuing Lender in Federal or other funds immediately available to pay such unreimbursed amountit at its address referred to Schedule 10.02.

Reimbursement Obligations. The applicable Issuing Lender shall notify Borrower is, and, as applicable, the Subsidiary Guarantor that is co-applicant and the Borrower jointly and the Administrative Agent whenever any demand for payment is made under any Letter of Credit by the beneficiary thereof; provided that the failure of such Issuing Lender to so notify the Borrower shall not affect the rights of such Issuing Lender or the Lenders in any manner whatsoever. The Borrower shall reimburse (which reimbursement may be by the making of Base Rate Loans pursuant to this Section 2.3.3 or otherwise) the applicable Issuing Lender through the Administrative Agent prior to 2:00 p.m. on the date that any amount is paid by such Issuing Lender under any Letter of Credit (each such dateseverally are, an “Honor Date”) orabsolutely, if the Borrower does not receive notice of such payment by such Issuing Lender prior to 12:00 noon on an Honor Date, on the Business Day after the Honor Date (in which case such reimbursement shall include interest for the period from the Honor Date to the date of reimbursement at the rate then applicable to Base Rate Loans). If the Borrower fails unconditionally and irrevocably obligated to reimburse the applicable Issuing Lender Bank for the full amount of any drawing all amounts drawn under any each Letter of Credit issued by such Issuing Bank. If any draft is presented under a Letter of Credit, and payment is made by an Issuing Bank, the Borrower or applicable co-applicant shall promptly reimburse such Issuing Bank in accordance with the terms of the applicable reimbursement agreement entered into in connection therewith. If such Issuing Bank is not so reimbursed on the such date and by the time specified as is provided in the previous sentence (by the making of Base Rate Loans pursuant to this Section 2.3.3 or otherwise)applicable reimbursement agreement, then (a) if the Borrower payment is required to be made at any time on or before the Maturity Date and if the applicable Issuing Bank so requests of the Agent in writing, then payment by such Issuing Bank of such draft shall be deemed to have requested that constitute a request for a RC Loan (which is a Base Rate Loans Loan) hereunder, the proceeds of which are used to reimburse such Issuing Bank (without regard to any required notice periods, Available RC Commitment amount or minimum advance requirements, all of which are waived for this purpose) and interest shall accrue from the date such Issuing Bank makes payment on such draft under such Letter of Credit; provided, however, if there is not then Available RC Commitment in an amount at least equal to the unreimbursed amount be made by of the Revolving Lenders on such date (and the Administrative Agent shall promptly notify each Revolving Lender thereof); (b) subject to the conditions set forth in Sections 12.2 and 12.3 (but without regard to the minimum and integral multiple requirements for borrowings set forth in the last sentence of Section 2.2.2)draw, the Revolving Lenders Borrower shall make repay the excess amount of the RC Loan within one Business Day after the date that such Revolving Loans on such date; and (c) Issuing Bank or Agent notifies the Administrative Agent shall deliver the proceeds Borrower of such Loans to deemed Loan. Without limiting any other rights or remedies of the Issuing Banks, the Agent or Lenders hereunder, under other Loan Documents or at law, the Borrower further agrees that such Issuing Bank may reimburse itself for such drawing at any time when there is no Available RC Commitment from the balance in any other account of the Borrower or if a Subsidiary Guarantor is a co-applicant, then from any account of the applicable Subsidiary Guarantor maintained with such Issuing Lender to pay such unreimbursed amountBank.

Reimbursement Obligations. The applicable Issuing Lender shall notify the Borrower and the Administrative Agent whenever any demand for payment is made under any Letter of Credit by the beneficiary thereof; provided that the failure of such Issuing Lender to so notify the Borrower shall not affect the rights of such Issuing Lender or the Lenders in any manner whatsoever. The Borrower shall be irrevocably and unconditionally obligated forthwith to reimburse (which reimbursement may be by the making of Base Rate Loans pursuant to this Section 2.3.3 or otherwise) the applicable each Issuing Lender through the Administrative Agent prior to 2:00 p.m. on the date that for any amount is amounts paid by such Issuing Lender under any Letter in accordance with Sections 2.06(e) and (f) of Credit (each such date, an “Honor Date”) or, if the Borrower does not receive notice of such payment by such Issuing Lender prior to 12:00 noon on an Honor Date, on the Business Day after the Honor Date (in which case such reimbursement shall include interest for the period from the Honor Date to the date of reimbursement at the rate then applicable to Base Rate Loans). If the Borrower fails to reimburse the applicable Issuing Lender for the full amount of this Agreement upon any drawing under any Letter of Credit Credit, together with any and all reasonable charges and expenses which the Issuing Lender may pay or incur relative to such drawing and interest on the amount drawn at the rate applicable to Revolving Base Rate Loans for each day from and including the date such amount is drawn to but excluding the date such reimbursement payment is due and payable. Such reimbursement payment shall be due and payable (i) at or before 1:00 P.M. on the date and by the time specified in the previous sentence (by the making of Base Rate Loans pursuant to this Section 2.3.3 or otherwise), then (a) Issuing Lender notifies the Borrower shall be deemed of such drawing, if such notice is given at or before 10:00 A.M. on such date or (ii) at or before 10:00 A.M. on the next succeeding Business Day if such notice is given after 10:00 A.M. on the immediately preceding Business Day; provided that no payment otherwise required by this sentence to have requested that Base Rate Loans in an amount equal to the unreimbursed amount be made by the Revolving Lenders Borrower at or before 1:00 P.M. on any day shall be overdue hereunder if arrangements for such payment satisfactory to the Issuing Lender, in its reasonable discretion, shall have been made by the Borrower at or before 1:00 P.M. on such date (day and such payment is actually made at or before 3:00 P.M. on such day. In addition, the Administrative Agent shall promptly notify each Revolving Lender thereof); (b) subject Borrower agrees to pay to the Issuing Lender interest, payable on demand, on any and all amounts not paid by the Borrower to the Issuing Lender when due under this subsection (g), for each day from and including the date when such amount becomes due to but excluding the date such amount is paid in full, whether before or after judgment, at a rate per annum equal to the sum of 2% plus the rate applicable to Revolving Base Rate Loans for such day. Subject to the satisfaction of all applicable conditions set forth in Sections 12.2 and 12.3 (but without regard Article IV, the Borrower may, at its option, utilize the Swingline Commitment or the Revolving Commitments, or make other arrangements for payment satisfactory to the minimum and integral multiple requirements Issuing Lender, for borrowings set forth in the last sentence reimbursement of Section 2.2.2all LC Disbursements as required by this subsection (g), . Each reimbursement payment to be made by the Revolving Lenders Borrower pursuant to this subsection (g) shall make such Revolving Loans on such date; and (c) the Administrative Agent shall deliver the proceeds of such Loans be made to the applicable Issuing Lender in Federal or other funds immediately available to pay such unreimbursed amountit at its address referred to Schedule 10.02.

Reimbursement Obligations. The Borrower hereby ------------------------- unconditionally and irrevocably agrees to reimburse the Fronting Bank for each payment or disbursement (including any amounts deducted or withheld by the Fronting Bank on such payment or disbursement, to the extent such deduction or withholding is required by applicable Issuing Lender law) made by the Fronting Bank under any Letter of Credit issued at its request honoring any demand for payment made by the beneficiary thereunder, in each case on the date that such payment or disbursement is made. Any amount not reimbursed on the date of such payment or distribution shall bear interest from and including the date of such payment or disbursement to but not including the date that the Fronting Bank is reimbursed by the Borrower therefor, payable on demand, at a rate per annum equal to the sum of (a) 0.5% per annum above the latest Federal Funds Rate and (b) 2.00%; - - provided, however, that if any such unreimbursed amount shall remain outstanding -------- ------- for more than seven days, the Fronting Bank, at its option, upon not less than two Business Days' notice to the Borrower, may change the interest rate applicable to such unreimbursed amount for each day during each Interest Period with respect to each unreimbursed amount to a rate per annum equal to the sum of the LIBO Rate plus 2.00%. The Fronting Bank shall notify the Borrower and the Administrative Agent forthwith whenever any demand for payment is made under any Letter of Credit by the beneficiary thereofthereunder; provided provided, however, that the -------- ------- failure of such Issuing Lender the Fronting Bank to so notify the Borrower or the Administrative Agent shall not affect the rights of such Issuing Lender the Fronting Bank or the Lenders in any manner whatsoever. The Borrower shall reimburse (which reimbursement may be by the making of Base Rate Loans pursuant to this Section 2.3.3 or otherwise) the applicable Issuing Lender through the Administrative Agent prior to 2:00 p.m. on the date that any amount is paid by such Issuing Lender under any Letter of Credit (each such date, an “Honor Date”) or, if the Borrower does not receive notice of such payment by such Issuing Lender prior to 12:00 noon on an Honor Date, on the Business Day after the Honor Date (in which case such reimbursement shall include interest for the period from the Honor Date to the date of reimbursement at the rate then applicable to Base Rate Loans). If the Borrower fails to reimburse the applicable Issuing Lender for the full amount of any drawing under any Letter of Credit on the date and by the time specified in the previous sentence (by the making of Base Rate Loans pursuant to this Section 2.3.3 or otherwise), then (a) the Borrower shall be deemed to have requested that Base Rate Loans in an amount equal to the unreimbursed amount be made by the Revolving Lenders on such date (and the Administrative Agent shall promptly notify each Revolving Lender thereof); (b) subject to the conditions set forth in Sections 12.2 and 12.3 (but without regard to the minimum and integral multiple requirements for borrowings set forth in the last sentence of Section 2.2.2), the Revolving Lenders shall make such Revolving Loans on such date; and (c) the Administrative Agent shall deliver the proceeds of such Loans to the applicable Issuing Lender to pay such unreimbursed amount.

Reimbursement Obligations. The applicable Notwithstanding any provisions to the contrary in any LC Application Agreement, (i) Borrowers shall reimburse Issuing Lender Bank for drawings under a Letter of Credit issued by it no later than the earlier of (A) the time specified in such LC Application Agreement, or (B) one Business Day after the payment by Issuing Bank; (ii) any Reimbursement Obligation with respect to any Letter of Credit shall notify bear interest from the Borrower date of the relevant drawing under the pertinent Letter of Credit until the date of payment in full thereof at a rate per annum equal to (A) prior to the date that is one Business Day after the date of the related payment by Issuing Bank, the Base Rate plus the Applicable Margin and (B) thereafter, the Administrative Agent whenever any demand for payment is made Default Rate; and (iii) in order to implement the foregoing, upon the occurrence of a draw under any Letter of Credit by Credit, unless Issuing Bank is timely reimbursed in accordance with this Section 2.02(d), Borrowers irrevocably authorize Issuing Bank and Agent to treat such nonpayment as a Notice of Borrowing in the beneficiary thereof; provided that the failure amount of such Issuing Lender Reimbursement Obligation and Lenders to so notify make Advances to Borrowers in such amount regardless of whether the Borrower shall not affect the rights of such Issuing Lender or the Lenders in any manner whatsoever. The Borrower shall reimburse (which reimbursement may be by conditions precedent to the making of Base Rate Loans pursuant Advances hereunder have been met. Borrowers further authorize Agent to this Section 2.3.3 or otherwise) the applicable Issuing Lender through the Administrative Agent prior to 2:00 p.m. on the date that any amount is paid by such Issuing Lender under any Letter of Credit (each such date, an “Honor Date”) or, if the Borrower does not receive notice of such payment by such Issuing Lender prior to 12:00 noon on an Honor Date, on the Business Day after the Honor Date (in which case such reimbursement shall include interest for the period from the Honor Date to the date of reimbursement at the rate then applicable to Base Rate Loans). If the Borrower fails to reimburse the applicable Issuing Lender for the full amount of any drawing under any Letter of Credit on the date and by the time specified in the previous sentence (by the making of Base Rate Loans pursuant to this Section 2.3.3 or otherwise), then (a) the Borrower shall be deemed to have requested that Base Rate Loans in an amount equal to the unreimbursed amount be made by the Revolving Lenders on such date (and the Administrative Agent shall promptly notify each Revolving Lender thereof); (b) subject to the conditions set forth in Sections 12.2 and 12.3 (but without regard to the minimum and integral multiple requirements for borrowings set forth in the last sentence of Section 2.2.2), the Revolving Lenders shall make such Revolving Loans on such date; and (c) the Administrative Agent shall deliver credit the proceeds of such Loans Advance so as to immediately eliminate the applicable Issuing Lender to pay liability of Borrowers for Reimbursement Obligations under such unreimbursed amountLetter of Credit.

Reimbursement Obligations. The applicable Issuing Lender shall notify Notwithstanding any provisions to the contrary in any Letter of Credit Reimbursement Agreements: (1) the Borrower shall reimburse the Issuer for drawings under a Letter of Credit no later than the earlier of (A) the time specified in such Letter of Credit Reimbursement Agreements, or (B) 1 Domestic Business Day after the payment by the Issuer; (2) any Reimbursement Obligation with respect to any Letter of Credit shall bear interest from the date of the relevant drawing under the pertinent Letter of Credit until the date of payment in full thereof at a rate per annum equal to (A) prior to the date that is 3 Domestic Business Days after the date of the related payment by the Issuer, the applicable rate set forth in the applicable Reimbursement Agreement, and (B) thereafter, the Administrative Agent whenever any demand for payment is made Default Rate; and (3) upon the occurrence of a draw under any Letter of Credit by Credit, unless the beneficiary thereof; provided that Issuer is reimbursed in accordance with subsection (1) above, the failure Borrower irrevocably authorizes the Agent, acting in the exercise of the Agent's sole and absolute discretion, to treat such nonpayment as a Notice of Borrowing in the amount of such Issuing Lender Reimbursement Obligation and to so notify make Base Rate Loans to Borrower in such amount subject to the Borrower shall not affect existence of sufficient availability under the rights of such Issuing Lender or the Lenders in any manner whatsoeverCommitments. The Borrower shall reimburse (which reimbursement may be by further authorizes the making of Base Rate Loans pursuant to this Section 2.3.3 or otherwise) the applicable Issuing Lender through the Administrative Agent prior to 2:00 p.m. on the date that any amount is paid by such Issuing Lender under any Letter of Credit (each such dateAgent, an “Honor Date”) or, if the Borrower does not receive notice of such payment by such Issuing Lender prior to 12:00 noon on an Honor Date, on the Business Day after the Honor Date (in which case such reimbursement shall include interest for the period from the Honor Date to the date of reimbursement at the rate then applicable to Base Rate Loans). If the Borrower fails to reimburse the applicable Issuing Lender for the full amount of any drawing under any Letter of Credit on the date and by the time specified acting in the previous sentence (by exercise of the making of Base Rate Loans pursuant Agent's sole and absolute discretion, to this Section 2.3.3 or otherwise), then (a) the Borrower shall be deemed to have requested that Base Rate Loans in an amount equal to the unreimbursed amount be made by the Revolving Lenders on such date (and the Administrative Agent shall promptly notify each Revolving Lender thereof); (b) subject to the conditions set forth in Sections 12.2 and 12.3 (but without regard to the minimum and integral multiple requirements for borrowings set forth in the last sentence of Section 2.2.2), the Revolving Lenders shall make such Revolving Loans on such date; and (c) the Administrative Agent shall deliver credit the proceeds of such Loans Syndicated Loan so as to immediately eliminate the applicable Issuing Lender to pay liability of the Borrower for Reimbursement Obligations under such unreimbursed amountLetter of Credit.

Reimbursement Obligations. The applicable Issuing Lender shall notify Borrower hereby agrees to reimburse each Letter of Credit Issuer, by making payment directly to such Letter of Credit Issuer in immediately available funds at the Borrower and the Administrative Agent whenever payment office of such Letter of Credit Issuer, for any demand for payment is made under Unpaid Drawing with respect to any Letter of Credit by immediately after, and in any event on the beneficiary thereof; provided that date on which, such Letter of Credit Issuer notifies the failure Borrower of such Issuing Lender payment or disbursement (which notice to so notify the Borrower shall be delivered reasonably promptly after any such payment or disbursement), such payment to be made in Dollars in which such Letter of Credit is denominated, with interest on the amount so paid or disbursed by such Letter of Credit Issuer, to the extent not affect reimbursed prior to 1:00 P.M. (local time at the rights payment office of such Issuing Lender or the Lenders in any manner whatsoever. The Borrower shall reimburse (which reimbursement may be by the making of Base Rate Loans pursuant to this Section 2.3.3 or otherwise) the applicable Issuing Lender through the Administrative Agent prior to 2:00 p.m. Letter of Credit Issuer) on the date that any amount is of such payment or disbursement, from and including the date paid by or disbursed to but not including the date such Issuing Lender under any Letter of Credit (each such date, an “Honor Date”) or, if the Borrower does not receive notice of such payment by such Issuing Lender prior to 12:00 noon on an Honor Date, on the Business Day after the Honor Date (in which case such reimbursement Issuer is reimbursed therefor at a rate per annum that shall include interest for the period from the Honor Date to the date of reimbursement at be the rate then applicable to Revolving Loans pursuant to Section 2.06 that are Base Rate Loans). If the Borrower fails to reimburse the applicable Issuing Lender for the full amount of any drawing under any Letter of Credit Loans or, if not reimbursed on the date and of such payment or disbursement, at the rate pursuant to Section 2.06(a)(ii), any such interest also to be payable on demand. If by 11:00 A.M. on the time specified Business Day immediately following notice to it of its obligation to make reimbursement in respect of an Unpaid Drawing, the Borrower has not made such reimbursement out of its available cash on hand or, in the previous sentence case of the Borrower, a contemporaneous Borrowing hereunder (by if such Borrowing is otherwise available to the making of Base Rate Loans pursuant to this Section 2.3.3 or otherwiseBorrower), then (ax) the Borrower shall will in each case be deemed to have requested given a Notice of Borrowing for Revolving Loans that are Base Rate Loans in an aggregate principal amount equal sufficient to the unreimbursed amount be made by the Revolving Lenders on reimburse such date Unpaid Drawing (and the Administrative Agent shall promptly notify each Revolving Lender thereof); (b) subject give notice to the conditions set forth in Sections 12.2 and 12.3 (but without regard to the minimum and integral multiple requirements for borrowings set forth in the last sentence Lenders of Section 2.2.2such deemed Notice of Borrowing), (y) the Lenders shall, unless they are legally prohibited from doing so, make the Revolving Lenders shall make Loans contemplated by such deemed Notice of Borrowing (which Revolving Loans on such date; shall be considered made under Section 2.01) and (cz) the Administrative Agent shall deliver the proceeds of such Revolving Loans shall be disbursed directly to the applicable Issuing Lender Letter of Credit Issuer to pay the extent necessary to effect such unreimbursed amountreimbursement and repayment of the Unpaid Drawing, with any excess proceeds to be made available to the Borrower in accordance with the applicable provisions of this Agreement.

Reimbursement Obligations. To induce LC Issuer to issue and maintain LCs and to induce Lenders to participate in issued LCs, Borrower agrees to pay or reimburse LC Issuer (i) on the date on which any draft is presented under any LC, the amount of any draft paid or to be paid by LC Issuer, and (ii) promptly, upon demand, the amount of any applicable fees (in addition to the Fees described in SECTION 3.8) which LC Issuer customarily charges to a Person similarly situated in the ordinary course of its business for amending LC Agreements, for honoring drafts under letters of credit, and taking similar action in connection with letters of credit; provided that, (x) if Borrower has not reimbursed LC Issuer for any drafts paid or to be paid within 24 hours of demand therefor by LC Issuer, Administrative Agent is hereby irrevocably authorized to fund such reimbursement obligation as a Loan to the extent of availability, and if the conditions precedent in this Agreement for such a Loan (other than any notice requirements or minimum funding amounts) have, to Administrative Agent's knowledge, been satisfied. The applicable Issuing Lender proceeds of such Loan shall notify be remitted by Administrative Agent directly to LC Issuer in payment of Borrower's reimbursement obligation with respect to the draft under the LC; and (y) if for any reason, funds are not advanced pursuant to this Agreement, then Borrower's reimbursement obligation shall continue to be due and payable. Borrower's obligations under this SECTION 2.3(C) shall be absolute and unconditional under any and all circumstances and irrespective of any setoff, counterclaim, or defense to payment which Borrower may have at any time against LC Issuer or any other Person, and shall be made in accordance with the terms and conditions of this Agreement under all circumstances, including, without limitation, any of the following circumstances: (A) any lack of validity or enforceability of this Agreement or any of the Loan Documents; (B) the existence of any claim, setoff, defense, or other right which Borrower may have at any time against a beneficiary named in a LC, any transferee of any LC (or any Person for whom any such transferee may be acting), LC Issuer, any Lender, or any other Person, whether in connection with this Agreement, any LC, the transactions contemplated herein, or any unrelated transactions (including any underlying transaction between Borrower and the Administrative Agent whenever beneficiary named in any demand for payment is such LC); (C) any draft, certificate, or any other document presented under the LC proving to be forged, fraudulent, invalid, or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; and (D) the occurrence of any Default or Event of Default. To the extent any funding of a draft has been made by Lenders pursuant to SECTION 2.3(E) or under this Agreement, LC Issuer shall promptly distribute any Letter of Credit such payments received from Borrower with respect to such draft to all Lenders funding such draft according to their ratable share. Interest on any amounts remaining unpaid by Borrower (and unfunded by the beneficiary thereof; provided that the failure proceeds of such Issuing Lender to so notify the Borrower shall not affect the rights of such Issuing Lender or the Lenders in a Loan under this Agreement) under this clause at any manner whatsoever. The Borrower shall reimburse (which reimbursement may be by the making of Base Rate Loans pursuant to this Section 2.3.3 or otherwise) the applicable Issuing Lender through the Administrative Agent prior to 2:00 p.m. on time from and after the date that such amounts become payable until paid in full shall be payable by Borrower to LC Issuer at the Post-Default Rate. In the event any amount is paid by such Issuing Lender under any Letter of Credit (each such date, an “Honor Date”) or, if the Borrower does not receive notice of such payment by Borrower received by LC Issuer with respect to an LC and distributed to Lenders on account of their participations therein is thereafter set aside, avoided, or recovered from LC Issuer in connection with any receivership, liquidation, or bankruptcy proceeding, each Lender which received such Issuing Lender prior to 12:00 noon on an Honor Datedistribution shall, on upon demand by LC Issuer, contribute such Lender's ratable portion of the Business Day after the Honor Date (in which case such reimbursement shall include amount set aside, avoided, or recovered, together with interest for the period from the Honor Date to the date of reimbursement at the rate then applicable required to Base Rate Loans). If be paid by LC Issuer upon the Borrower fails amount required to reimburse the applicable Issuing Lender for the full amount of any drawing under any Letter of Credit on the date and be repaid by the time specified in the previous sentence (by the making of Base Rate Loans pursuant to this Section 2.3.3 or otherwise), then (a) the Borrower shall be deemed to have requested that Base Rate Loans in an amount equal to the unreimbursed amount be made by the Revolving Lenders on such date (and the Administrative Agent shall promptly notify each Revolving Lender thereof); (b) subject to the conditions set forth in Sections 12.2 and 12.3 (but without regard to the minimum and integral multiple requirements for borrowings set forth in the last sentence of Section 2.2.2), the Revolving Lenders shall make such Revolving Loans on such date; and (c) the Administrative Agent shall deliver the proceeds of such Loans to the applicable Issuing Lender to pay such unreimbursed amountit.

Reimbursement Obligations. The applicable Issuing Lender shall notify Borrower hereby agrees to reimburse each Letter of Credit Issuer, by making payment directly to such Letter of Credit Issuer in immediately available funds at the Borrower and the Administrative Agent whenever payment office of such Letter of Credit Issuer, for any demand for payment is made under Unpaid Drawing with respect to any Letter of Credit by immediately after, and in any event on the beneficiary thereof; provided that date on which, such Letter of Credit Issuer notifies the failure Borrower of such Issuing Lender payment or disbursement (which notice to so notify the Borrower shall be delivered reasonably promptly after any such payment or disbursement), such payment to be made in Dollars in which such Letter of Credit is denominated, with interest on the amount so paid or disbursed by such Letter of Credit Issuer, to the extent not affect reimbursed prior to 1:00 P.M. (local time at the rights payment office of such Issuing Lender or the Lenders in any manner whatsoever. The Borrower shall reimburse (which reimbursement may be by the making of Base Rate Loans pursuant to this Section 2.3.3 or otherwise) the applicable Issuing Lender through the Administrative Agent prior to 2:00 p.m. Letter of Credit Issuer) on the date that any amount is of such payment or disbursement, from and including the date paid by or disbursed to but not including the date such Issuing Lender under any Letter of Credit (each such date, an “Honor Date”) or, if the Borrower does not receive notice of such payment by such Issuing Lender prior to 12:00 noon on an Honor Date, on the Business Day after the Honor Date (in which case such reimbursement Issuer is reimbursed therefor at a rate per annum that shall include interest for the period from the Honor Date to the date of reimbursement at be the rate then applicable to Revolving Loans pursuant to Section 2.06 that are Base Rate Loans). If the Borrower fails to reimburse the applicable Issuing Lender for the full amount of any drawing under any Letter of Credit Loans or, if not reimbursed on the date and of such payment or disbursement, at the rate pursuant to Section 2.06(a)(ii), any such interest also to be payable on demand. If by 11:00 A.M. on the time specified Business Day immediately following notice to it of its obligation to make reimbursement in respect of an Unpaid Drawing, the Borrower has not made such reimbursement out of its available cash on hand or, in the previous sentence case of the Borrower, a contemporaneous Borrowing hereunder (by if such Borrowing is otherwise available to the making of Base Rate Loans pursuant to this Section 2.3.3 or otherwiseBorrower), then (ax) the Borrower shall will in each case be deemed to have requested given a Notice of Borrowing for Revolving Loans that are Base Rate Loans in an aggregate principal amount equal sufficient to the unreimbursed amount be made by the Revolving Lenders on reimburse such date Unpaid Drawing (and the Administrative Agent shall promptly notify each Revolving Lender thereof); (b) subject give notice to the conditions set forth in Sections 12.2 and 12.3 (but without regard to the minimum and integral multiple requirements for borrowings set forth in the last sentence Lenders of Section 2.2.2such deemed Notice of Borrowing), (y) the Lenders shall, unless they are legally prohibited from doing so, make the Revolving Lenders shall make Loans contemplated by such deemed Notice of Borrowing (which Revolving Loans on such date; shall be considered made under Section 2.01), and (cz) the Administrative Agent shall deliver the proceeds of such Revolving Loans shall be disbursed directly to the applicable Issuing Lender Letter of Credit Issuer to pay the extent necessary to effect such unreimbursed amountreimbursement and repayment of the Unpaid Drawing, with any excess proceeds to be made available to the Borrower in accordance with the applicable provisions of this Agreement.

Reimbursement Obligations. The applicable Xxxxxxxxx shall be irrevocably and unconditionally obligated forthwith to reimburse each Issuing Lender shall notify the Borrower and the Administrative Agent whenever any demand for payment is made under any Letter of Credit by the beneficiary thereof; provided that the failure of such Issuing Lender to so notify the Borrower shall not affect the rights of such Issuing Lender or the Lenders in any manner whatsoever. The Borrower shall reimburse (which reimbursement may be by the making of Base Rate Loans pursuant to this Section 2.3.3 or otherwise) the applicable Issuing Lender through the Administrative Agent prior to 2:00 p.m. on the date that currency for any amount is amounts paid by such Issuing Lender under any Letter of Credit (each such date, an “Honor Date”) or, if the Borrower does not receive notice of such payment by such Issuing Lender prior to 12:00 noon on an Honor Date, on the Business Day after the Honor Date (in which case such reimbursement shall include interest for the period from the Honor Date to the date of reimbursement at the rate then applicable to Base Rate Loans). If the Borrower fails to reimburse the applicable Issuing Lender for the full amount of upon any drawing under any Letter of Credit Credit, together with any and all reasonable charges and expenses which the Issuing Lender may pay or incur relative to such drawing and interest on the amount drawn at the rate applicable to Base Rate Loans for each day from and including the date such amount is drawn to but excluding the date such reimbursement payment is due and payable. Such reimbursement payment shall be due and payable (i) on the date the Issuing Lender notifies Xxxxxxxxx of such drawing, if such notice is given at or before 12:00 P.M. on such date or (ii) the next succeeding Business Day is such notice is given after 12:00 P.M. on any such date; provided that no payment otherwise required by this sentence to be made by Xxxxxxxxx shall be overdue hereunder if arrangements for such payment satisfactory to the Issuing Lender, in its reasonable discretion, shall have been made by Xxxxxxxxx at or before 1:00 P.M. on such day and such payment is actually made at or before 3:00 P.M. on such day. In addition, Xxxxxxxxx agrees to pay to the Issuing Lender interest, payable on demand, on any and all amounts not paid by Xxxxxxxxx to the time specified Issuing Lender when due under this Section 2.06(h), for each day from and including the date when such amount becomes due to but excluding the date such amount is paid in full, whether before or after judgment, at a rate per annum equal to the previous sentence (by sum of 2% plus the making of rate applicable to Base Rate Loans for such day. Subject to the satisfaction of all applicable conditions set forth in Article IV, Xxxxxxxxx may, at its option, utilize the Swingline Commitment or the Revolving Commitments, or make other arrangements for payment satisfactory to the Issuing Lender, for the reimbursement of all LC Disbursements as required by this Section 2.06(h). Each reimbursement payment to be made by Xxxxxxxxx pursuant to this Section 2.3.3 or otherwise), then (a2.06(h) the Borrower shall be deemed to have requested that Base Rate Loans in an amount equal made to the unreimbursed amount be made by the Revolving Lenders on such date (and the Administrative Agent shall promptly notify each Revolving Lender thereof); (b) subject to the conditions set forth in Sections 12.2 and 12.3 (but without regard to the minimum and integral multiple requirements for borrowings set forth in the last sentence of Section 2.2.2), the Revolving Lenders shall make such Revolving Loans on such date; and (c) the Administrative Agent shall deliver the proceeds of such Loans to the applicable Issuing Lender in Federal or other funds immediately available to pay such unreimbursed amountit at its address referred to Section 11.02.

Reimbursement Obligations. The applicable Upon receipt by an Issuing Lender Bank from the beneficiary of a Letter of Credit issued by such Issuing Bank of any demand for payment under such Letter of Credit and such Issuing Bank’s determination that such demand for payment complies with the requirements of such Letter of Credit, such Issuing Bank shall promptly notify the Borrower and the Administrative Agent whenever any demand for payment is made under any Letter of Credit by the beneficiary thereof; provided that the failure of such Issuing Lender amount to so notify the Borrower shall not affect the rights of such Issuing Lender or the Lenders in any manner whatsoever. The Borrower shall reimburse (which reimbursement may be by the making of Base Rate Loans pursuant to this Section 2.3.3 or otherwise) the applicable Issuing Lender through the Administrative Agent prior to 2:00 p.m. on the date that any amount is paid by such Issuing Lender Bank as a result of such demand and the date on which payment is to be made by such Issuing Bank to such beneficiary 39 in respect of such demand; provided, however, that an Issuing Bank’s failure to give, or delay in giving, such notice shall not discharge the Borrower in any respect from the applicable Reimbursement Obligation. The Borrower hereby absolutely, unconditionally and irrevocably agrees to pay and reimburse each applicable Issuing Bank for the amount of each demand for payment under any such Letter of Credit Credit, such payment to be made on or before the later of (each i) the Business Day following receipt by the Borrower from the Issuing Bank of notice of such demand for payment, and (ii) to the date on which payment is to be made by the Issuing Bank to the beneficiary thereunder, without presentment, demand, protest or other formalities of any kind (such date, an the “Honor Date”) or, ); provided that if the Borrower does not receive notice of make such payment by such Issuing Lender prior to 12:00 noon on an the applicable Honor Date, on the Business Day after the Honor Date (in which case such reimbursement shall include interest for the period from the Honor Date to the date of reimbursement at the rate then applicable to Base Rate Loans). If the Borrower fails to reimburse the applicable Issuing Lender for the full amount of any unreimbursed drawing under any Letter of Credit on the date and by the time specified in the previous sentence (by the making of Base Rate Loans pursuant to this Section 2.3.3 or otherwise), then (a) the Borrower shall be deemed to have requested that Base Rate Loans be a Revolving Loan under this Agreement, with each Lender funding its portion of such Revolving Loan pursuant to clause (e) below. Upon receipt by an Issuing Bank of any payment in an amount equal to the unreimbursed amount be made respect of any Reimbursement Obligation in respect of a Letter of Credit issued by the Revolving Lenders on such date (and the Administrative Agent Issuing Bank, such Issuing Bank shall promptly notify pay to each Revolving Lender thereof); (b) subject to that has acquired a participation therein under the conditions set forth in Sections 12.2 and 12.3 (but without regard to the minimum and integral multiple requirements for borrowings set forth in the last second sentence of Section 2.2.2), the Revolving Lenders shall make immediately following subsection (i) such Revolving Loans on such date; and (c) the Administrative Agent shall deliver the proceeds Lender’s Revolving Commitment Percentage of such Loans to the applicable Issuing Lender to pay such unreimbursed amountpayment.

Reimbursement Obligations. The applicable Issuing Lender shall notify In the Borrower and the Administrative Agent whenever event of any demand request for payment is made a drawing under any a Letter of Credit by the beneficiary or transferee thereof; provided that , the failure of such Issuing Lender to so Bank will promptly notify the Borrower shall not affect Company and the rights of such Issuing Lender or the Lenders in any manner whatsoeverAdministrative Agent. The Borrower Company shall reimburse (which reimbursement may be by the making of Base Rate Loans pursuant to this Section 2.3.3 or otherwise) or, if the applicable Letter of Credit was issued jointly for the account of the Company and a Subsidiary, shall cause such Subsidiary to) reimburse the Issuing Lender Bank through the Administrative Agent prior to 2:00 p.m. 11:00 a.m. (local time) on the each date that any amount is paid by such the Issuing Lender Bank under any Letter of Credit (each such date, an “Honor Date”) or, ); provided that if the Borrower Company does not receive notice of such payment the amount paid by such the Issuing Lender Bank prior to 12:00 noon 10:00 a.m. (local time) on an such Honor Date, the Company shall (or shall cause the applicable Subsidiary to) reimburse the Issuing Bank, in the same currency as was paid by the Issuing Bank or, at the Company’s option, in an amount in Dollars equal to the Dollar Equivalent of the amount so paid by the Issuing Bank, not later than 10:00 a.m. (local time) on the Business Day after immediately following the Honor Date date on which the Company receives notice of the amount so paid by the Issuing Bank (in which case and such reimbursement shall include interest for the period from the Honor Date to the date of reimbursement at the rate then applicable to Base Rate Loans(or such other rate as the Company and the Issuing Bank shall agree) on the Dollar Equivalent of the amount so reimbursed). If the Borrower Company (or if the applicable Letter of Credit was issued jointly for the account of the Company and a Subsidiary, the Company or such Subsidiary) fails to reimburse the applicable Issuing Lender Bank for the full amount of any drawing under any Letter of Credit on the date and by the time specified in the previous sentence (by sentence, the making of Base Rate Loans pursuant to this Section 2.3.3 or otherwise)Administrative Agent will promptly notify each Bank thereof, then (a) and the Borrower Company shall be deemed to have requested that Base Rate Loans in an amount equal to the Dollar Equivalent of such unreimbursed amount be made by Banks on the Revolving Lenders on such date (and of receipt by the Administrative Agent shall promptly notify each Revolving Lender thereof); of such notice (bor, if such notice is received by the Administrative Agent after 11:00 a.m. (local time) on any Business Day, on the immediately following Business Day, subject to the amount of the unutilized portion of the Commitment Amount and subject to the conditions set forth in Sections 12.2 and 12.3 (but without regard to Section 11.2. Any notice given by the minimum and integral multiple requirements for borrowings set forth in the last sentence of Section 2.2.2), the Revolving Lenders shall make such Revolving Loans on such date; and (c) Issuing Bank or the Administrative Agent shall deliver pursuant to this Section 2.3.3 may be oral if immediately confirmed in writing (including by facsimile); provided that the proceeds lack of such Loans to an immediate confirmation shall not affect the applicable Issuing Lender to pay conclusiveness or binding effect of such unreimbursed amountnotice.

Reimbursement Obligations. The applicable Borrower is absolutely, unconditionally and irrevocably obligated to reimburse the Issuing Lender Bank for all amounts drawn under each Letter of Credit. If any draft is presented under a Letter of Credit, the payment of which is required to be made at any time on or before the RC Maturity Date, then payment by the Issuing Bank of such draft shall notify constitute an RC Loan (which is a Base Rate Loan) hereunder and interest shall accrue from the Borrower and date the Administrative Agent whenever any demand for Issuing Bank makes payment is made on such draft under any such Letter of Credit provided, however, if there is not then an Available RC Commitment in an amount at least equal to the amount of the draw, Borrower shall immediately reimburse the Issuing Bank for any payments made by the beneficiary thereof; provided that Issuing Bank. If any draft is presented under a Letter of Credit, the failure payment of such Issuing Lender which is required to so notify be made after the RC Maturity Date or at the time when an Event of Default or Default shall have occurred and then be continuing, then the Borrower shall not affect the rights of such Issuing Lender or the Lenders in any manner whatsoever. The Borrower shall reimburse (which reimbursement may be by the making of Base Rate Loans pursuant to this Section 2.3.3 or otherwise) the applicable Issuing Lender through the Administrative Agent prior to 2:00 p.m. on the date that any amount is paid by such Issuing Lender under any Letter of Credit (each such date, an “Honor Date”) or, if the Borrower does not receive notice of such payment by such Issuing Lender prior to 12:00 noon on an Honor Date, on the Business Day after the Honor Date (in which case such reimbursement shall include interest for the period from the Honor Date immediately pay to the date of reimbursement at the rate then applicable to Base Rate Loans). If the Borrower fails to reimburse the applicable Issuing Lender for Bank, in immediately available funds, the full amount of any drawing under any Letter of Credit on the date and by the time specified such draft together with interest thereon at a rate per annum then in the previous sentence (by the making of effect for RC Loans which are Base Rate Loans pursuant to this Section 2.3.3 or otherwisefrom the date on which the Issuing Bank makes such payment of such draft until the date it receives full reimbursement for such payment from the Borrower. The Borrower (1) Include all letters of credit for NESL and Xxxxxxx issued by M&T, including where Rock Solid is the beneficiary (but excluding the “Xxxxxxx Letters of Credit” as defined herein), then (a) . further agrees that the Issuing Bank may reimburse itself for such drawing at any time when there is no Available RC Commitment from the balance in any other account of the Borrower shall be deemed to have requested that Base Rate Loans in an amount equal to maintained with the unreimbursed amount be made by the Revolving Lenders on such date (and the Administrative Agent shall promptly notify each Revolving Lender thereof); (b) subject to the conditions set forth in Sections 12.2 and 12.3 (but without regard to the minimum and integral multiple requirements for borrowings set forth in the last sentence of Section 2.2.2), the Revolving Lenders shall make such Revolving Loans on such date; and (c) the Administrative Agent shall deliver the proceeds of such Loans to the applicable Issuing Lender to pay such unreimbursed amountBank.

Reimbursement Obligations. The applicable Upon receipt by the Issuing Lender from the beneficiary of a Letter of Credit of any demand for payment under such Letter of Credit, the Issuing Lender shall promptly notify the Borrower and the Administrative Agent whenever any of the amount to be paid by the Issuing Lender as a result of such demand for and the date on which payment is to be made under any Letter of Credit by the beneficiary thereof; provided that the failure of such Issuing Lender to so notify such beneficiary in respect of such demand; provided, however, the Issuing Lender's failure to give, or delay in giving, such notice shall not discharge the Borrower shall not affect the rights of such Issuing Lender or the Lenders in any manner whatsoeverrespect from the applicable Reimbursement Obligation. The Borrower shall hereby unconditionally and irrevocably agrees to pay and reimburse (which reimbursement may be by the making of Base Rate Loans pursuant to this Section 2.3.3 or otherwise) the applicable Issuing Lender through the Administrative Agent prior to 2:00 p.m. on the date that any amount is paid by such Issuing Lender under any Letter of Credit (each such date, an “Honor Date”) or, if the Borrower does not receive notice of such payment by such Issuing Lender prior to 12:00 noon on an Honor Date, on the Business Day after the Honor Date (in which case such reimbursement shall include interest for the period from account of the Honor Date to the date of reimbursement at the rate then applicable to Base Rate Loans). If the Borrower fails to reimburse the applicable Issuing Lender for the full amount of any drawing each demand for payment under any such Letter of Credit on or prior to the date and by the time specified in the previous sentence (by the making of Base Rate Loans pursuant on which payment is to this Section 2.3.3 or otherwise), then (a) the Borrower shall be deemed to have requested that Base Rate Loans in an amount equal to the unreimbursed amount be made by the Revolving Lenders on such date (and Issuing Lender to the Administrative Agent beneficiary thereunder, without presentment, demand, protest or other formalities of any kind. Upon receipt by the Issuing Lender of any payment in respect of any Reimbursement Obligation, the Issuing Lender shall promptly notify pay to each Revolving Lender thereof); (b) subject to that has acquired and funded a participation therein under the conditions set forth in Sections 12.2 and 12.3 (but without regard to the minimum and integral multiple requirements for borrowings set forth in the last second sentence of Section 2.2.2), the 2.3(i) such Lender's Commitment Percentage based on its Revolving Lenders shall make such Revolving Loans on such date; and (c) the Administrative Agent shall deliver the proceeds Commitment of such Loans payment; provided, however, that in the event that such payment received by the Issuing Lender is required to be returned, such Lender will return to the applicable Issuing Lender any portion thereof previously distributed by the Issuing Lender to pay such unreimbursed amountit.

Reimbursement Obligations. The applicable Issuing Lender shall notify the Borrower and the Administrative Agent whenever any demand for payment is made under any Letter of Credit by the beneficiary thereof; provided that the failure of such Issuing Lender to so notify the Borrower shall not affect the rights of such Issuing Lender or the Lenders in any manner whatsoever. The Borrower shall be irrevocably and unconditionally obligated forthwith to reimburse (which reimbursement may be by the making of Base Rate Loans pursuant to this Section 2.3.3 or otherwise) the applicable each Issuing Lender through the Administrative Agent prior to 2:00 p.m. on the date that for any amount is amounts paid by such Issuing Lender under any Letter in accordance with Section 2.06(e) and (f) of Credit (each such date, an “Honor Date”) or, if the Borrower does not receive notice of such payment by such Issuing Lender prior to 12:00 noon on an Honor Date, on the Business Day after the Honor Date (in which case such reimbursement shall include interest for the period from the Honor Date to the date of reimbursement at the rate then applicable to Base Rate Loans). If the Borrower fails to reimburse the applicable Issuing Lender for the full amount of this Agreement upon any drawing under any Letter of Credit Credit, together with any and all reasonable charges and expenses which the Issuing Lender may pay or incur relative to such drawing and interest on the amount drawn at the rate applicable to Revolving Base Rate Loans for each day from and including the date such amount is drawn to but excluding the date such reimbursement payment is due and payable. Such reimbursement payment shall be due and payable (i) at or before 1:00 P.M. on the date and by the time specified in the previous sentence (by the making of Base Rate Loans pursuant to this Section 2.3.3 or otherwise), then (a) Issuing Lender notifies the Borrower shall be deemed of such drawing, if such notice is given at or before 10:00 A.M. on such date or (ii) at or before 10:00 A.M. on the next succeeding Business Day if such notice is given after 10:00 A.M. on the immediately preceding Business Day; PROVIDED, that no payment otherwise required by this sentence to have requested that Base Rate Loans in an amount equal to the unreimbursed amount be made by the Revolving Lenders Borrower at or before 1:00 P.M. on any day shall be overdue hereunder if arrangements for such payment satisfactory to the Issuing Lender, in its reasonable discretion, shall have been made by the Borrower at or before 1:00 P.M. on such date (day and such payment is actually made at or before 3:00 P.M. on such day. In addition, the Administrative Agent shall promptly notify each Revolving Lender thereof); (b) subject Borrower agrees to pay to the Issuing Lender interest, payable on demand, on any and all amounts not paid by the Borrower to the Issuing Lender when due under this SUBSECTION (g), for each day from and including the date when such amount becomes due to but excluding the date such amount is paid in full, whether before or after judgment, at a rate per annum equal to the sum of 2% plus the rate applicable to Revolving Base Rate Loans for such day. Subject to the satisfaction of all applicable conditions set forth in Sections 12.2 and 12.3 (but without regard ARTICLE IV, the Borrower may, at its option, utilize the Swingline Commitment or the Revolving Commitments, or make other arrangements for payment satisfactory to the minimum and integral multiple requirements Issuing Lender, for borrowings set forth in the last sentence reimbursement of Section 2.2.2all LC Disbursements as required by this SUBSECTION (g), . Each reimbursement payment to be made by the Revolving Lenders Borrower pursuant to this SUBSECTION (g) shall make such Revolving Loans on such date; and (c) the Administrative Agent shall deliver the proceeds of such Loans be made to the applicable Issuing Lender in Federal or other funds immediately available to pay such unreimbursed amountit at its address referred to SCHEDULE 10.02.