Common use of Reimbursement Clause in Contracts

Reimbursement. In the event of any drawing under any Letter of Credit, the applicable Issuing Lender will promptly notify the Borrower and the Administrative Agent. The Borrower shall reimburse the applicable Issuing Lender on the day of drawing under any Letter of Credit if notified prior to 3:00 P.M. on a Business Day or, if after 3:00 P.M., on the following Business Day (either with the proceeds of a Revolving Loan obtained hereunder or otherwise) in same day funds as provided herein or in the LOC Documents. If the Borrower shall fail to reimburse the Issuing Lenders as provided herein, the unreimbursed amount of such drawing shall bear interest at a per annum rate equal to the Default Rate. Unless the Borrower shall immediately notify the applicable Issuing Lender and the Administrative Agent of its intent to otherwise reimburse such Issuing Lender, the Borrower shall be deemed to have requested a Mandatory LOC Borrowing (as defined in Section 2.3(e)) in the amount of the drawing as provided in subsection (e) hereof, the proceeds of which will be used to satisfy the Reimbursement Obligations. The Borrower’s Reimbursement Obligations hereunder shall be absolute and unconditional under all circumstances irrespective of any rights of set-off, counterclaim or defense to payment the Borrower may claim or have against the Issuing Lenders, the Administrative Agent, the Lenders, the beneficiary of the Letter of Credit drawn upon or any other Person, including, without limitation, any defense based on any failure of the Borrower to receive consideration or the legality, validity, regularity or unenforceability of the Letter of Credit. Each Issuing Lender will promptly notify the other Revolving Lenders of the amount of any unreimbursed drawing and each Revolving Lender shall promptly pay to the Administrative Agent for the account of such Issuing Lender, in Dollars and in immediately available funds, the amount of such Revolving Lender’s Revolving Commitment Percentage of such unreimbursed drawing. Such payment shall be made on the Business Day such notice is received by such Revolving Lender from the applicable Issuing Lender if such notice is received at or before 2:00 P.M., otherwise such payment shall be made at or before noon on the Business Day next succeeding the Business Day such notice is received. If such Revolving Lender does not pay such amount to the applicable Issuing Lender in full upon such request, such Revolving Lender shall, on demand, pay to the Administrative Agent for the account of such Issuing Lender interest on the unpaid amount during the period from the date of such drawing until such Revolving Lender pays such amount to such Issuing Lender in full at a rate per annum equal to, if paid within two (2) Business Days of the date of drawing, the Federal Funds Effective Rate and thereafter at a rate equal to the Alternate Base Rate. Each Revolving Lender’s obligation to make such payment to the Issuing Lenders, and the right of the Issuing Lenders to receive the same, shall be absolute and unconditional, shall not be affected by any circumstance whatsoever and without regard to the termination of this Agreement or the Commitments hereunder, the existence of a Default or Event of Default or the acceleration of the Obligations hereunder and shall be made without any offset, abatement, withholding or reduction whatsoever.

Reimbursement. In the event of any drawing under any Letter of Credit, the applicable Issuing Lender will promptly notify the Borrower and the Administrative Agent. The Borrower shall reimburse the applicable Issuing Lender on the day of drawing under any Letter of Credit if notified prior to 3:00 P.M. 11:00 A.M. on a Business Day or, if after 3:00 P.M.11:00 A.M., on the following Business Day (either with the proceeds of a Revolving Loan obtained hereunder or otherwise) in same day funds as provided herein or in the LOC Documents. If the Borrower shall fail to reimburse the Issuing Lenders Lender as provided herein, the unreimbursed amount of such drawing shall bear interest at a per annum rate equal to the ABR Default Rate. Unless the Borrower shall immediately notify the applicable Issuing Lender and the Administrative Agent of its intent to otherwise reimburse such the Issuing Lender, the Borrower shall be deemed to have requested a Mandatory LOC Borrowing (as defined in Section 2.3(e)) in the amount of the drawing as provided in subsection (e) hereof, the proceeds of which will be used to satisfy the Reimbursement Obligations. The Borrower’s Reimbursement Obligations hereunder shall be absolute and unconditional under all circumstances irrespective of any rights of set-off, counterclaim or defense to payment the Borrower may claim or have against the Issuing LendersLender, the Administrative Agent, the Lenders, the beneficiary of the Letter of Credit drawn upon or any other Person, including, including without limitation, limitation any defense based on any failure of the Borrower to receive consideration or the legality, validity, regularity or unenforceability of the Letter of Credit. Each The Issuing Lender will promptly notify the other Revolving Lenders of the amount of any unreimbursed drawing and each Revolving Lender shall promptly pay to the Administrative Agent for the account of such the Issuing Lender, in Dollars and in immediately available funds, the amount of such Revolving Lender’s Revolving Commitment Percentage of such unreimbursed drawing. Such payment shall be made on the Business Day day such notice is received by such Revolving Lender from the applicable Issuing Lender if such notice is received at or before 2:00 P.M., otherwise such payment shall be made at or before noon 12:00 P.M. on the Business Day next succeeding the Business Day day such notice is received. If such Revolving Lender does not pay such amount to the applicable Issuing Lender in full upon such request, such Revolving Lender shall, on demand, pay to the Administrative Agent for the account of such the Issuing Lender interest on the unpaid amount during the period from the date of such drawing until such Revolving Lender pays such amount to such the Issuing Lender in full at a rate per annum equal to, if paid within two (2) Business Days of the date of drawing, the Federal Funds Effective Rate and thereafter at a rate equal to the Alternate Base Rate. Each Revolving Lender’s obligation to make such payment to the Issuing LendersLender, and the right of the Issuing Lenders Lender to receive the same, shall be absolute and unconditional, shall not be affected by any circumstance whatsoever and without regard to the termination of this Agreement or the Commitments hereunder, the existence of a Default or Event of Default or the acceleration of the Credit Party Obligations hereunder and shall be made without any offset, abatement, withholding or reduction whatsoever.

Reimbursement. In the event of any drawing under any Letter of Credit, the applicable Issuing Lender will promptly notify the Borrower Company and the Administrative Agent. The Borrower Borrowers shall reimburse the applicable Issuing Lender on the day of drawing under any Letter of Credit if notified prior to 3:00 P.M. on a Business Day or, if after 3:00 P.M., on the following Business Day (either with the proceeds of a Revolving Loan obtained hereunder or otherwise) in same day funds as provided herein or in the LOC Documents. If the Borrower Borrowers shall fail to reimburse the Issuing Lenders Lender as provided herein, the unreimbursed amount of such drawing shall automatically bear interest at a per annum rate equal to the Default Rate. Unless the Borrower Company shall immediately notify the applicable Issuing Lender and the Administrative Agent of its intent to otherwise reimburse such the Issuing Lender, the Borrower Borrowers shall be deemed to have requested a Mandatory LOC Borrowing (as defined in Section 2.3(e)) in the amount of the drawing as provided in subsection (e) hereof, the proceeds of which will be used to satisfy the Reimbursement Obligations. The Borrower’s Borrowers’ Reimbursement Obligations hereunder shall be absolute and unconditional under all circumstances irrespective of any rights of set-off, counterclaim or defense to payment the Borrower Borrowers may claim or have against the Issuing LendersLender, the Administrative Agent, the Lenders, the beneficiary of the Letter of Credit drawn upon or any other Person, including, without limitation, any defense based on any failure of the Borrower Borrowers to receive consideration or the legality, validity, regularity or unenforceability of the Letter of Credit. Each Issuing Lender The Administrative Agent will promptly notify the other Revolving Lenders of the amount of any unreimbursed drawing and each Revolving Lender shall promptly pay to the Administrative Agent for the account of such the Issuing Lender, in Dollars and in immediately available funds, the amount of such Revolving Lender’s Revolving Commitment Percentage of such unreimbursed drawing. Such payment shall be made on the Business Day such notice is received by such Revolving Lender from the applicable Issuing Lender Administrative Agent if such notice is received at or before 2:00 P.M., otherwise such payment shall be made at or before noon 12:00 P.M. on the Business Day next succeeding the Business Day such notice is received. If such Revolving Lender does not pay such amount to the applicable Administrative Agent for the account of the Issuing Lender in full upon such request, such Revolving Lender shall, on demand, pay to the Administrative Agent for the account of such the Issuing Lender interest on the unpaid amount during the period from the date of such drawing until such Revolving Lender pays such amount to such the Administrative Agent for the account of the Issuing Lender in full at a rate per annum equal to, if paid within two (2) Business Days of the date of drawing, the Federal Funds Effective Rate and thereafter at a rate equal to the Alternate Base Rate. Each Revolving Lender’s obligation to make such payment to the Issuing LendersLender, and the right of the Issuing Lenders Lender to receive the same, shall be absolute and unconditional, shall not be affected by any circumstance whatsoever and without regard to the termination of this Agreement or the Commitments hereunder, the existence of a Default or Event of Default or the acceleration of the Obligations hereunder and shall be made without any offset, abatement, withholding or reduction whatsoever.

Reimbursement. In the event of any drawing under any Letter of Credit, the applicable Issuing Lender will promptly notify the Borrower. Unless the Borrower and shall immediately notify the Administrative AgentIssuing Lender that the Borrower intends to otherwise reimburse the Issuing Lender for such drawing, the Borrower shall be deemed to have requested that the Lenders make a Revolving Loan in the amount of the drawing as provided in subsection (e) below on the related Letter of Credit, the proceeds of which will be used to satisfy the related reimbursement obligations. The Borrower shall promises to reimburse the applicable Issuing Lender on the day of drawing under any Letter of Credit if notified prior to 3:00 P.M. on a Business Day or, if after 3:00 P.M., on the following Business Day (either with the proceeds of a Revolving Loan obtained hereunder or otherwise) in same day funds as provided herein or in the LOC Documentsfunds. If the Borrower shall fail to reimburse the Issuing Lenders Lender as provided hereinhereinabove, the unreimbursed amount of such drawing shall bear interest at a per annum rate equal to the Default Rate. Unless the Borrower shall immediately notify the applicable Issuing Lender and the Administrative Agent of its intent to otherwise reimburse such Issuing Lender, the Borrower shall be deemed to have requested a Mandatory LOC Borrowing (as defined in Section 2.3(e)) in the amount of the drawing as provided in subsection (e) hereof, the proceeds of which will be used to satisfy the Reimbursement ObligationsAdjusted Base Rate plus 2%. The Borrower’s Reimbursement Obligations 's reimbursement obligations hereunder shall be absolute and unconditional under all circumstances irrespective of any rights of set-offsetoff, counterclaim or defense to payment the Borrower may claim or have against the Issuing LendersLender, the Administrative Agent, the Lenders, the beneficiary of the Letter of Credit drawn upon or any other Person, including, including without limitation, limitation any defense based on any failure of the Borrower or any other Credit Party to receive consideration or the legality, validity, regularity or unenforceability of the Letter of Credit. Each The Issuing Lender will promptly notify the other Revolving Lenders of the amount of any unreimbursed drawing and each Revolving Lender shall promptly pay to the Administrative Agent for the account of such the Issuing Lender, Lender in Dollars and in immediately available funds, the amount of such Revolving Lender’s Revolving Commitment Percentage 's pro rata share of such unreimbursed drawing. Such payment shall be made on the Business Day day such notice is received by such Revolving Lender from the applicable Issuing Lender if such notice is received at or before 2:00 P.M.P.M. (Charlotte, North Carolina time) otherwise such payment shall be made at or before noon 12:00 Noon (Charlotte, North Carolina time) on the Business Day next succeeding the Business Day day such notice is received. If such Revolving Lender does not pay such amount to the applicable Issuing Lender in full upon such request, such Revolving Lender shall, on demand, pay to the Administrative Agent for the account of such the Issuing Lender interest on the unpaid amount during the period from the date of such drawing until such Revolving Lender pays such amount to such the Issuing Lender in full at a rate per annum equal to, if paid within two (2) Business Days of the date that such Lender is required to make payments of drawingsuch amount pursuant to the preceding sentence, the Federal Funds Effective Rate and thereafter at a rate equal to the Alternate Base Rate. Each Revolving Lender’s 's obligation to make such payment to the Issuing LendersLender, and the right of the Issuing Lenders Lender to receive the same, shall be absolute and unconditional, shall not be affected by any circumstance whatsoever and without regard to the termination of this Credit Agreement or the Commitments hereunder, the existence of a Default or Event of Default or the acceleration of the Obligations obligations of the Borrower hereunder and shall be made without any offset, abatement, withholding or reduction whatsoever. Simultaneously with the making of each such payment by a Lender to the Issuing Lender, such Lender shall, automatically and without any further action on the part of the Issuing Lender or such Lender, acquire a Participation Interest in an amount equal to such payment (excluding the portion of such payment constituting interest owing to the Issuing Lender) in the related unreimbursed drawing portion of the LOC Obligation and in the interest thereon and in the related LOC Documents, and shall have a claim against the Borrower with respect thereto.

Reimbursement. In the event of any drawing under any Letter of Credit, the applicable Issuing Lender will promptly notify the Borrower and the Administrative Agent. The Borrower shall reimburse the applicable Issuing Lender on the day of drawing under any Letter of Credit if notified prior to 3:00 P.M. on a Business Day or, if after 3:00 P.M., on the following Business Day (either with the proceeds of a Revolving Loan obtained hereunder or otherwise) in same day funds as provided herein or in the LOC Documents. If the Borrower shall fail to reimburse the Issuing Lenders as provided herein, the unreimbursed amount of such drawing shall bear interest at a per annum rate equal to the Default RateBorrower. Unless the Borrower shall immediately notify the applicable Issuing Lender and the Administrative Agent of its intent to otherwise reimburse such the Issuing Lender, the Borrower shall be deemed to have requested a Mandatory LOC Borrowing (as defined in Section 2.3(e)) Revolving Loan at the Adjusted Base Rate in the amount of the drawing as provided in subsection (e) hereof, the proceeds of which will be used to satisfy the Reimbursement Obligationsreimbursement obligations. The Borrower shall reimburse the Issuing Lender on the day of drawing under any Letter of Credit either with the proceeds of a Revolving Loan obtained hereunder or otherwise in same day funds as provided herein or in the LOC Documents. If the Borrower shall fail to reimburse the Issuing Lender as provided hereinabove, the unreimbursed amount of such drawing shall bear interest at a per annum rate equal to the Base Rate plus the Applicable Percentage for the Base Rate Loans that are Revolving Loans plus two percent (2%). The Borrower’s Reimbursement Obligations 's reimbursement obligations hereunder shall be absolute and unconditional under all circumstances irrespective of (but without waiver of) any rights of set-off, counterclaim or defense to payment the applicable account party or the Borrower may claim or have against the Issuing LendersLender, the Administrative Agent, the Lenders, the beneficiary of the Letter of Credit drawn upon or any other Person, including, including without limitation, any defense based on any failure of the applicable account party, the Borrower or any other Credit Party to receive consideration or the legality, validity, regularity or unenforceability of the Letter of Credit. Each The Issuing Lender will promptly notify the other Revolving Lenders LOC Participants of the amount of any unreimbursed drawing and each Revolving Lender LOC Participant shall promptly pay to the Administrative Agent for the account of such the Issuing Lender, in Dollars and in immediately available funds, the amount of such LOC Participant's Revolving Lender’s Revolving Loan Commitment Percentage of such unreimbursed drawing. Such payment shall be made on the Business Day day such notice is received by such Revolving Lender from the applicable Issuing Lender if such notice is received at or before 2:00 P.M.p.m., otherwise such payment shall be made at or before noon 12:00 Noon on the Business Day next succeeding the Business Day day such notice is received. If such Revolving Lender LOC Participant does not pay such amount to the applicable Issuing Lender in full upon such request, such Revolving Lender LOC Participant shall, on demand, pay to the Administrative Agent for the account of such the Issuing Lender interest on the unpaid amount during the period from the date of such the LOC Participant received the notice regarding the unreimbursed drawing until such Revolving Lender LOC Participant pays such amount to such the Issuing Lender in full at a rate per annum equal to, if paid within two (2) Business Days of the date of drawing, the Federal Funds Effective Rate and thereafter at a rate equal to the Alternate Base Rate. Each Revolving Lender’s LOC Participant's obligation to make such payment to the Issuing LendersLender, and the right of the Issuing Lenders Lender to receive the same, shall be absolute and unconditional, shall not be affected by any circumstance whatsoever and without regard to the termination of this Credit Agreement or the Commitments hereunder, the existence of a Default or Event of Default or the acceleration of the Obligations obligations hereunder and shall be made without any offset, abatement, withholding or reduction whatsoever. Simultaneously with the making of each such payment by a LOC Participant to the Issuing Lender, such LOC Participant shall, automatically and without any further action on the part of the Issuing Lender or such LOC Participant, acquire a participation in an amount equal to such payment (excluding the portion of such payment constituting interest owing to the Issuing Lender) in the related unreimbursed drawing portion of the LOC Obligation and in the interest thereon and in the related LOC Documents, and shall have a claim against the Borrower and the other Credit Parties with respect thereto.

Reimbursement. In (a) Whenever any Lender shall sustain or incur any losses or reasonable out-of-pocket expenses in connection with (i) the event failure by the Borrower to borrow, Continue or Convert any LIBOR Advance after having given notice of its intention to borrow, Continue or Convert such Advance in accordance with Section 2.2 or 2.6 hereof (whether by reason of the Borrower’s election not to proceed or the non-fulfillment of any drawing under any Letter of Creditthe conditions set forth in Article 3 hereof, but not as a result of a failure of such Lender to make a Loan in accordance with the terms of this Agreement), or (ii) the prepayment other than on the applicable Issuing Lender will promptly notify the Borrower and the Administrative Agent. The Borrower shall reimburse the applicable Issuing Lender on the day Payment Date (or failure to prepay after giving notice thereof) of drawing under any Letter of Credit if notified prior to 3:00 P.M. on a Business Day or, if after 3:00 P.M., on the following Business Day (either with the proceeds of a Revolving Loan obtained hereunder or otherwise) LIBOR Advance in same day funds as provided herein whole or in the LOC Documents. If the Borrower shall fail to reimburse the Issuing Lenders as provided herein, the unreimbursed amount of such drawing shall bear interest at a per annum rate equal to the Default Rate. Unless the Borrower shall immediately notify the applicable Issuing Lender and the Administrative Agent of its intent to otherwise reimburse such Issuing Lenderpart for any reason, the Borrower shall be deemed agrees to have requested a Mandatory LOC Borrowing (as defined in Section 2.3(e)) in the pay to such Lender, upon such Lender’s demand, an amount of the drawing as provided in subsection (e) hereof, the proceeds of which will be used sufficient to satisfy the Reimbursement Obligationscompensate such Lender for all such losses and out-of-pocket expenses. The BorrowerSuch Lender’s Reimbursement Obligations hereunder shall be absolute and unconditional under all circumstances irrespective of any rights of set-off, counterclaim or defense to payment the Borrower may claim or have against the Issuing Lenders, the Administrative Agent, the Lenders, the beneficiary of the Letter of Credit drawn upon or any other Person, including, without limitation, any defense based on any failure of the Borrower to receive consideration or the legality, validity, regularity or unenforceability of the Letter of Credit. Each Issuing Lender will promptly notify the other Revolving Lenders good faith determination of the amount of any unreimbursed drawing such losses or out-of-pocket expenses, as set forth in writing and each Revolving Lender shall promptly pay to accompanied by calculations in reasonable detail demonstrating the Administrative Agent basis for the account of such Issuing Lender, in Dollars and in immediately available funds, the amount of such Revolving Lender’s Revolving Commitment Percentage of such unreimbursed drawing. Such payment shall be made on the Business Day such notice is received by such Revolving Lender from the applicable Issuing Lender if such notice is received at or before 2:00 P.M., otherwise such payment shall be made at or before noon on the Business Day next succeeding the Business Day such notice is received. If such Revolving Lender does not pay such amount to the applicable Issuing Lender in full upon such request, such Revolving Lender shall, on its demand, pay to the Administrative Agent for the account of such Issuing Lender interest on the unpaid amount during the period from the date of such drawing until such Revolving Lender pays such amount to such Issuing Lender in full at a rate per annum equal to, if paid within two (2) Business Days of the date of drawing, the Federal Funds Effective Rate and thereafter at a rate equal to the Alternate Base Rate. Each Revolving Lender’s obligation to make such payment to the Issuing Lenders, and the right of the Issuing Lenders to receive the same, shall be absolute and unconditionalpresumptively correct absent manifest error. (b) Losses subject to reimbursement hereunder shall include, without limiting the generality of the foregoing, reasonable out-of-pocket expenses incurred by any Lender or any participant of such Lender permitted hereunder in connection with the re-employment of funds prepaid, paid, repaid, not borrowed, or not paid, as the case may be, but not losses resulting from lost Applicable Margin or other margin. Losses subject to reimbursement will be payable whether the Term Loan Maturity Date is changed by virtue of an amendment hereto (unless such amendment expressly waives such payment) or as a result of acceleration of the Loans. (c) Failure or delay on the part of any Lender to demand compensation pursuant to the foregoing provisions of this Section 2.9 shall not constitute a waiver of such Lender’s right to demand such compensation, provided that the Borrower shall not be affected by any circumstance whatsoever and without regard required to compensate a Lender pursuant to the termination foregoing provisions of this Agreement Section for any losses or expenses incurred more than six (6) months prior to the Commitments hereunder, date that such Lender notifies the existence of a Default or Event of Default or the acceleration Borrower of the Obligations hereunder circumstances giving rise to such losses or expenses and shall be made without any offset, abatement, withholding or reduction whatsoeverof such Lender’s intention to claim compensation therefor.

Reimbursement. In the event of any drawing under any Letter of Credit, the applicable Issuing Lender will promptly notify the Borrower and the Administrative Agent. The Borrower shall reimburse the applicable Issuing Lender on the day of drawing under any Letter of Credit if notified prior issued by such Issuing Lender in (x) the applicable Foreign Currency of the relevant Letter of Credit with respect to 3:00 P.M. on a Business Day or, if after 3:00 P.M., on which the following Business Day drawing was made to the extent directly reimbursed by the Borrower or (either y) in Dollars to the extent funded with the proceeds of a Revolving Loan obtained hereunder or otherwise) otherwise and, in each case, in same day funds as provided herein or in the LOC Documents. If the Borrower shall fail to reimburse the an Issuing Lenders Lender as provided herein, the unreimbursed amount of such drawing shall bear interest at a per annum rate equal to the Default RateBase Rate plus the Applicable Percentage plus two percent (2%). Unless the Borrower shall immediately notify the applicable Issuing Lender and the Administrative Agent of its intent to otherwise reimburse such Issuing Lender, the Borrower shall be deemed to have requested a Mandatory LOC Borrowing (as defined in Section 2.3(e)) Revolving Loan borrowing comprised entirely of Base Rate Loans in the amount of the drawing as provided in subsection (e) hereof, the proceeds of which will be used to satisfy the Reimbursement Obligationsreimbursement obligations. The Borrower’s Reimbursement Obligations reimbursement obligations hereunder shall be absolute and unconditional under all circumstances irrespective of any rights of set-off, counterclaim or defense to payment the Borrower may claim or have against the any Issuing LendersLender, the Administrative Agent, the Lenders, the beneficiary of the Letter of Credit drawn upon or any other Person, including, including without limitation, limitation any defense based on any failure of the Borrower to receive consideration or the legality, validity, regularity or unenforceability of the Letter of Credit. Each Issuing Lender will promptly notify the other Revolving Lenders of the amount of any unreimbursed drawing in respect of any Letter of Credit issued by such Issuing Lender and each Revolving Lender shall promptly pay to the Administrative Agent for the account of such Issuing Lender, Lender in Dollars and in immediately available funds, the amount of such Revolving Lender’s Revolving LOC Commitment Percentage of such unreimbursed drawing. Such payment shall be made on the Business Day day such notice is received by such Revolving Lender from the applicable such Issuing Lender if such notice is received at or before 2:00 P.M., otherwise such payment shall be made at or before 12:00 noon on the Business Day next succeeding the Business Day day such notice is received. If such Revolving Lender does not pay such amount to the applicable such Issuing Lender in full upon such request, such Revolving Lender shall, on demand, pay to the Administrative Agent for the account of such Issuing Lender interest on the unpaid amount during the period from the date of such drawing until such Revolving Lender pays such amount to such Issuing Lender in full at a rate per annum equal to, if paid within two (2) Business Days of the date of drawing, the Federal Funds Effective Rate and thereafter at a rate equal to the Alternate Base Rate. Each Revolving Lender’s obligation to make such payment to the an Issuing LendersLender, and the right of the an Issuing Lenders Lender to receive the same, shall be absolute and unconditional, shall not be affected by any circumstance whatsoever and without regard to the termination of this Credit Agreement or the Commitments hereunder, the existence of a Default or Event of Default or the acceleration of the Credit Party Obligations hereunder and shall be made without any offset, abatement, withholding or reduction whatsoever.

Reimbursement. In (a) Whenever any Lender shall sustain or incur any losses or reasonable out-of-pocket expenses in connection with (i) the event failure by the Borrower to borrow, Continue or Convert any LIBOR Advance after having given notice of its intention to borrow, Continue or Convert such Advance in accordance with Section 2.2 hereof (whether by reason of the Borrower’s election not to proceed or the non-fulfillment of any drawing under any Letter of Creditthe conditions set forth in Article 3 hereof, but not as a result of a failure of such Lender to make a Loan in accordance with the terms of this Agreement), or (ii) the prepayment other than on the applicable Issuing Lender will promptly notify the Borrower and the Administrative Agent. The Borrower shall reimburse the applicable Issuing Lender on the day Payment Date (or failure to prepay after giving notice thereof) of drawing under any Letter of Credit if notified prior to 3:00 P.M. on a Business Day or, if after 3:00 P.M., on the following Business Day (either with the proceeds of a Revolving Loan obtained hereunder or otherwise) LIBOR Advance in same day funds as provided herein whole or in the LOC Documents. If the Borrower shall fail to reimburse the Issuing Lenders as provided herein, the unreimbursed amount of such drawing shall bear interest at a per annum rate equal to the Default Rate. Unless the Borrower shall immediately notify the applicable Issuing Lender and the Administrative Agent of its intent to otherwise reimburse such Issuing Lenderpart for any reason, the Borrower shall be deemed agrees to have requested a Mandatory LOC Borrowing (as defined in Section 2.3(e)) in the pay to such Lender, upon such Lender’s demand, an amount of the drawing as provided in subsection (e) hereof, the proceeds of which will be used sufficient to satisfy the Reimbursement Obligationscompensate such Lender for all such losses and out-of-pocket expenses. The BorrowerSuch Lender’s Reimbursement Obligations hereunder shall be absolute and unconditional under all circumstances irrespective of any rights of set-off, counterclaim or defense to payment the Borrower may claim or have against the Issuing Lenders, the Administrative Agent, the Lenders, the beneficiary of the Letter of Credit drawn upon or any other Person, including, without limitation, any defense based on any failure of the Borrower to receive consideration or the legality, validity, regularity or unenforceability of the Letter of Credit. Each Issuing Lender will promptly notify the other Revolving Lenders good faith determination of the amount of any unreimbursed drawing such losses or out-of-pocket expenses, as set forth in writing and each Revolving Lender shall promptly pay to accompanied by calculations in reasonable detail demonstrating the Administrative Agent basis for the account of such Issuing Lender, in Dollars and in immediately available funds, the amount of such Revolving Lender’s Revolving Commitment Percentage of such unreimbursed drawing. Such payment shall be made on the Business Day such notice is received by such Revolving Lender from the applicable Issuing Lender if such notice is received at or before 2:00 P.M., otherwise such payment shall be made at or before noon on the Business Day next succeeding the Business Day such notice is received. If such Revolving Lender does not pay such amount to the applicable Issuing Lender in full upon such request, such Revolving Lender shall, on its demand, pay to the Administrative Agent for the account of such Issuing Lender interest on the unpaid amount during the period from the date of such drawing until such Revolving Lender pays such amount to such Issuing Lender in full at a rate per annum equal to, if paid within two (2) Business Days of the date of drawing, the Federal Funds Effective Rate and thereafter at a rate equal to the Alternate Base Rate. Each Revolving Lender’s obligation to make such payment to the Issuing Lenders, and the right of the Issuing Lenders to receive the same, shall be absolute and unconditionalpresumptively correct absent manifest error. (b) Losses subject to reimbursement hereunder shall include, shall not be affected without limiting the generality of the foregoing, reasonable out-of-pocket expenses incurred by any circumstance whatsoever and without regard Lender or any participant of such Lender permitted hereunder in connection with the re-employment of funds prepaid, paid, repaid, not borrowed, or not paid, as the case may be, but not losses resulting from lost Applicable Margin or other margin. Losses subject to reimbursement will be payable whether the termination Maturity Date is changed by virtue of this Agreement an amendment hereto (unless such amendment expressly waives such payment) or the Commitments hereunder, the existence as a result of a Default or Event of Default or the acceleration of the Obligations hereunder and shall be made without any offset, abatement, withholding or reduction whatsoeverLoans.

Reimbursement. In the event of any drawing under any Letter of Credit, the applicable Issuing Lender will promptly notify the Initial Borrower and the Administrative Agent. The Borrower shall reimburse the applicable Issuing Lender on the day of drawing under any Letter of Credit if notified prior to 3:00 P.M. on a Business Day or, if after 3:00 P.M., on the following Business Day (either with the proceeds of a Revolving Loan obtained hereunder or otherwise) in the Currency of such drawing and in same day funds as provided herein or in the LOC Documents. If the Borrower shall fail to reimburse the Issuing Lenders Lender as provided herein, the unreimbursed amount of such drawing shall bear interest at a per annum rate equal to the Default RateAlternate Base Rate applicable to the Currency of such drawing plus 2%. Unless the Borrower shall immediately notify the applicable Issuing Lender and the Administrative Agent of its intent to otherwise reimburse such the Issuing Lender, the Borrower shall be deemed to have requested a Mandatory LOC Borrowing (as defined Revolving Loan in Section 2.3(e)) in the Currency and the amount of the drawing as provided in subsection (e) hereofbelow, the proceeds of which will be used to satisfy the Reimbursement Obligationsreimbursement obligations. The Borrower’s Reimbursement Obligations reimbursement obligations hereunder shall be absolute and unconditional under all circumstances irrespective of any rights of set-off, counterclaim or defense to payment the Borrower may claim or have against the Issuing LendersLender, the Administrative Agent, the Lenders, the beneficiary of the Letter of Credit drawn upon or any other Person, including, including without limitation, limitation any defense based on any failure of the Borrower to receive consideration or the legality, validity, regularity or unenforceability of the Letter of Credit. Each The Issuing Lender will promptly notify the other Revolving Lenders of the Currency and amount of any unreimbursed drawing and each Revolving Lender shall promptly pay to the Administrative Agent for the account of such the Issuing Lender, in Dollars such Currency and in immediately available funds, the amount of such Revolving Lender’s Revolving Commitment Percentage of such unreimbursed drawing. Such payment shall be made on the Business Day day such notice is received by such Revolving Lender from the applicable Issuing Lender if such notice is received at or before 2:00 P.M., otherwise such payment shall be made at or before noon 12:00 Noon on the Business Day next succeeding the Business Day day such notice is received. If such Revolving Lender does not pay such amount to the applicable Issuing Lender in full upon such request, such Revolving Lender shall, on demand, pay to the Administrative Agent for the account of such the Issuing Lender interest on the unpaid amount during the period from the date of such drawing until such Revolving Lender pays such amount to such the Issuing Lender in full at a rate per annum equal toto (i), if such unpaid amount is owed in Dollars and paid within two (2) Business Days of the date of drawingsuch date, the Federal Funds Effective Rate Rate, and thereafter at a rate equal to the Alternate Base Rate or (ii) if such unpaid amount is owed in any Alternative Currency, the Alternate Base Rate. Each Revolving Lender’s obligation to make such payment to the Issuing LendersLender, and the right of the Issuing Lenders Lender to receive the same, shall be absolute and unconditional, shall not be affected by any circumstance whatsoever and without regard to the termination of this Credit Agreement or the Commitments hereunder, the existence of a Default or Event of Default or the acceleration of the Credit Party Obligations hereunder and shall be made without any offset, abatement, withholding or reduction whatsoever.

Reimbursement. In the event of any drawing or request for drawing under any Letter of Credit, the applicable Issuing Lender will promptly notify the Borrower and Agent thereof. Unless Borrower shall notify Issuing Lender of its intent to otherwise reimburse Issuing Lender immediately upon receipt of notice from Issuing Lender of a drawing under a Letter of Credit, Borrower shall be deemed to have requested Base Rate Loans in the Administrative Agentamount of the drawing as provided in subsection (f) hereof, the proceeds of which will be used to satisfy the reimbursement obligations. The Borrower shall reimburse the applicable Issuing Lender on the day of drawing under any Letter of Credit if notified prior to 3:00 P.M. on a Business Day or, if after 3:00 P.M., on the following Business Day (either with the proceeds of a Revolving Loan obtained hereunder or otherwise) in same day funds as provided herein or in the LOC Documentsherein. If the Borrower shall fail to reimburse the Issuing Lenders Lender as provided hereinhereinabove, the unreimbursed amount of such drawing shall bear interest at a per annum rate equal to the Default RateBase Rate plus two percent (2%). Unless the Borrower shall immediately notify the applicable Issuing Lender and the Administrative Agent of its intent to otherwise reimburse such Issuing Lender, the Borrower shall be deemed to have requested a Mandatory LOC Borrowing (as defined in Section 2.3(e)) in the amount of the drawing as provided in subsection (e) hereof, the proceeds of which will be used to satisfy the Reimbursement Obligations. The Borrower’s Reimbursement Obligations 's reimbursement obligations hereunder shall be absolute and unconditional under all circumstances irrespective of any rights of set-off, counterclaim or defense to payment the Borrower may claim or have against the Issuing LendersLender, the Administrative Agent, the Lenders, the beneficiary of the Letter of Credit drawn upon or any other Person, including, without limitation, any defense based on any failure of the Borrower to receive consideration or the legality, validity, regularity or unenforceability of the Letter of Credit. Each ; provided, however, that (i) the Borrower shall not be obligated to reimburse Issuing Lender will promptly notify the other Revolving and (ii) Lenders shall not be obligated to fund Loans or purchase participations hereunder in reimbursement of the amount of any unreimbursed drawing and each Revolving Lender shall promptly pay to the Administrative Agent for the account of such Issuing Lender, in Dollars and in immediately available fundsfor any wrongful payment made by Issuing Lender under a Letter of Credit as a result of acts or omissions constituting bad faith, the amount of such Revolving Lender’s Revolving Commitment Percentage of such unreimbursed drawing. Such payment shall be made willful misconduct or gross negligence on the Business Day such notice is received part of Issuing Lender. The Letter of Credit Obligations will be evidenced by such Revolving Lender from the applicable Issuing Lender if such notice is received at or before 2:00 P.M., otherwise such payment shall be made at or before noon on the Business Day next succeeding the Business Day such notice is received. If such Revolving Lender does not pay such amount to the applicable Issuing Lender in full upon such request, such Revolving Lender shall, on demand, pay to the Administrative Agent for the account Letter of such Issuing Lender interest on the unpaid amount during the period from the date of such drawing until such Revolving Lender pays such amount to such Issuing Lender in full at a rate per annum equal to, if paid within two (2) Business Days of the date of drawing, the Federal Funds Effective Rate and thereafter at a rate equal to the Alternate Base Rate. Each Revolving Lender’s obligation to make such payment to the Issuing Lenders, and the right of the Issuing Lenders to receive the same, shall be absolute and unconditional, shall not be affected by any circumstance whatsoever and without regard to the termination of this Agreement or the Commitments hereunder, the existence of a Default or Event of Default or the acceleration of the Obligations hereunder and shall be made without any offset, abatement, withholding or reduction whatsoeverCredit Note.

Reimbursement. In the event of any drawing under any Letter of Credit, the applicable Issuing Lender will promptly notify the Borrower and the Administrative Agent. The Borrower shall reimburse the applicable Issuing Lender on the day first Business Day following notice of drawing payment under any Letter of Credit if notified prior to 3:00 P.M. on a Business Day or, if after 3:00 P.M., on the following Business Day (either with the proceeds of a Revolving Loan obtained hereunder or otherwise) in same day funds as provided herein or in the LOC Documents. If , together with interest on the Borrower shall fail to reimburse the Issuing Lenders as provided herein, the unreimbursed amount of such drawing shall bear interest payment at a per annum rate equal to the Default RatePrime Rate from the date of payment until the date of reimbursement. Unless the Borrower shall immediately notify the applicable Issuing Lender and the Administrative Agent on the date Borrower receives notice of a payment of its intent to otherwise reimburse such the Issuing Lender, the Borrower shall be deemed to have requested a Mandatory LOC Borrowing (as defined in Section 2.3(e)) Revolving Loan in the amount of the drawing payment as provided in subsection (e) hereof, the proceeds of which will be used to satisfy the Reimbursement Obligationsreimbursement obligations. The Borrower’s Reimbursement Obligations 's reimbursement obligations hereunder shall be absolute and unconditional under all circumstances irrespective of any rights of set-off, counterclaim or defense to payment the Borrower may claim or have against the Issuing LendersLender, the Administrative Agent, the Lenders, the beneficiary of the Letter of Credit drawn upon or any other Person, including, without limitation, any defense based on any failure of the Borrower to receive consideration or the legality, validity, regularity or unenforceability of the Letter of Credit. Each The Issuing Lender will promptly notify the other Revolving Lenders of the amount of any unreimbursed drawing payment and each Revolving Lender shall promptly pay to the Administrative Agent for the account of such the Issuing Lender, Lender in Dollars and in immediately available funds, the amount of such Revolving Lender’s Revolving 's LOC Commitment Percentage of such unreimbursed drawing. Such payment shall be made on the Business Day day such notice is received by such Revolving Lender from the applicable Issuing Lender if such notice is received at or before 2:00 P.M.P.M. (Milwaukee, Wisconsin time), otherwise such payment shall be made at or before noon 12:00 P.M. (Milwaukee, Wisconsin time) on the Business Day next succeeding the Business Day day such notice is received. If such Revolving Lender does not pay such amount to the applicable Issuing Lender in full upon such request, such Revolving Lender shall, on demand, pay to the Administrative Agent for the account of such the Issuing Lender interest on the unpaid amount during the period from the date of such drawing payment until such Revolving Lender pays such amount to such the Issuing Lender in full at a rate per annum equal to, if paid within two (2) Business Days of the date of drawingsuch request, the Federal Funds Effective Rate and thereafter at a rate equal to the Alternate Base Prime Rate. Each Revolving Lender’s 's obligation to make such payment to the Issuing LendersLender, and the right of the Issuing Lenders Lender to receive the same, shall be absolute and unconditional, shall not be affected by any circumstance whatsoever and without regard to the termination of this Credit Agreement or the Commitments hereunder, the existence of a Default or Event of Default or the acceleration of the Obligations hereunder and shall be made without any offset, abatement, withholding or reduction whatsoever.

Reimbursement. In the event of any drawing under any Letter of Credit, the applicable Issuing Lender Bank will promptly notify the Borrower. Unless the Borrower and shall immediately notify the Administrative AgentIssuing Bank that the Borrower intends to otherwise reimburse the Issuing Bank for such drawing, the Borrower shall be deemed to have requested that the Lenders make a Revolving Loan in the amount of the drawing as provided in Section 3.5 on the related Letter of Credit, the proceeds of which will be used to satisfy the related reimbursement obligations. The Borrower shall promises to reimburse the applicable Issuing Lender Bank on the day of drawing under any Letter of Credit if notified prior to 3:00 P.M. on a Business Day or, if after 3:00 P.M., on the following Business Day (either with the proceeds of a Revolving Loan obtained hereunder or otherwise) in same day funds as provided herein or in the LOC Documentsfunds. If the Borrower shall fail to reimburse the Issuing Lenders Bank as provided hereinhereinabove, the unreimbursed amount of such drawing shall bear interest at a per annum rate equal to the Default Rate. Unless Base Rate plus the Borrower shall immediately notify sum of (i) the applicable Issuing Lender Applicable Percentage for Base Rate Loans and the Administrative Agent of its intent to otherwise reimburse such Issuing Lender, the Borrower shall be deemed to have requested a Mandatory LOC Borrowing (as defined in Section 2.3(eii) two percent (2%)) in the amount of the drawing as provided in subsection (e) hereof, the proceeds of which will be used to satisfy the Reimbursement Obligations. The Borrower’s Reimbursement Obligations reimbursement obligations hereunder shall be absolute and unconditional under all circumstances irrespective of any rights of set-offsetoff, counterclaim or defense to payment the Borrower may claim or have against the Issuing LendersBank, the Administrative Agent, the Lenders, the beneficiary of the Letter of Credit drawn upon or any other Person, including, including without limitation, limitation any defense based on any failure of the Borrower to receive consideration or the legality, validity, regularity or unenforceability of the Letter of Credit. Each The Issuing Lender Bank will promptly notify the other Revolving Lenders of the amount of any unreimbursed drawing and each Revolving Lender shall promptly pay to the Administrative Agent for the account of such the Issuing Lender, Bank in Dollars and in immediately available funds, the amount of such Revolving Lender’s Revolving Credit Commitment Percentage of such unreimbursed drawing. Such payment shall be made on the Business Day such notice is received by such Revolving Lender from the applicable Issuing Lender Bank if such notice is received at or before 2:00 P.M., P.M. otherwise such payment shall be made at or before noon 12:00 Noon on the Business Day next succeeding the Business Day day such notice is received. If such Revolving Lender does not pay such amount to the applicable Issuing Lender Bank in full upon such request, such Revolving Lender shall, on demand, pay to the Administrative Agent for the account of such the Issuing Lender Bank interest on the unpaid amount during the period from the date of such drawing until such Revolving Lender pays such amount to such the Issuing Lender Bank in full at a rate per annum equal to, if paid within two (2) Business Days of the date that such Lender is required to make payments of drawingsuch amount pursuant to the preceding sentence, the Federal Funds Effective Rate and thereafter at a rate equal to the Alternate Base Rate. Each Revolving Lender’s obligation to make such payment to the Issuing LendersBank, and the right of the Issuing Lenders Bank to receive the same, shall be absolute and unconditional, shall not be affected by any circumstance whatsoever and without regard to the termination of this Credit Agreement or the Revolving Credit Commitments hereunder, the existence of a Default or Event of Default or the acceleration of the Obligations obligations of the Borrower hereunder and shall be made without any offset, abatement, withholding or reduction whatsoever. Simultaneously with the making of each such payment by a Lender to the Issuing Bank, such Lender shall, automatically and without any further action on the part of the Issuing Bank or such Lender, acquire a participation in an amount equal to such payment (excluding the portion of such payment constituting interest owing to the Issuing Bank) in the related unreimbursed drawing portion of the Letter of Credit Obligation and in the interest thereon and in the related Letter of Credit Documents, and shall have a claim against the Borrower with respect thereto.

Reimbursement. In the event of any drawing under any Letter of Credit, the applicable Issuing Lender will promptly notify the Borrower and Borrowers. Unless the Administrative AgentBorrowers shall promptly notify the Issuing Lender of their intent to otherwise reimburse the Issuing Lender, the Borrowers shall be deemed to have requested a Revolving Loan at a per annum rate equal to the Base Rate in the amount of such drawing, the proceeds of which will be used to satisfy the reimbursement obligations. The Borrower Borrowers shall reimburse the applicable Issuing Lender on the day of drawing under any Letter of Credit if notified prior to 3:00 P.M. on a Business Day or, if after 3:00 P.M., on the following Business Day (either with the proceeds of a such Revolving Loan obtained hereunder or otherwise) otherwise in same day funds as provided herein or in the LOC Documents. If the Borrower Borrowers shall fail to reimburse the Issuing Lenders Lender as provided hereinhereinabove, the unreimbursed amount of such drawing shall bear interest at a per annum rate equal to the Default Rate. Unless the Borrower shall immediately notify the applicable Issuing Lender and the Administrative Agent of its intent to otherwise reimburse such Issuing Lender, the Borrower shall be deemed to have requested a Mandatory LOC Borrowing Base Rate plus two percent (as defined in Section 2.3(e2%)) in the amount of the drawing as provided in subsection (e) hereof, the proceeds of which will be used to satisfy the Reimbursement Obligations. The Borrower’s Reimbursement Obligations Borrowers’ reimbursement obligations hereunder shall be absolute and unconditional under all circumstances irrespective of (but without waiver of) any rights of set-off, counterclaim or defense to payment the Borrower applicable account party or the Borrowers may claim or have against the an Issuing LendersLender, the Administrative Agent, the Lenders, the beneficiary of the Letter of Credit drawn upon or any other Person, including, including without limitation, any defense based on any failure of the Borrower applicable account party or the Borrowers to receive consideration or the legality, validity, regularity or unenforceability of the such Letter of Credit. Each The Issuing Lender will promptly notify the other Revolving Lenders LOC Participants of the amount of any unreimbursed drawing and each Revolving Lender LOC Participant shall promptly pay to the Administrative Agent for the account of such Issuing Lender, in Dollars and in immediately available funds, the amount (without duplication of its obligations under Sections 2.3(d) and 2.3(e) to make a Revolving Loan to the Borrowers) of such Revolving LenderLOC Participant’s Revolving Loan Commitment Percentage of such unreimbursed drawing. Such payment shall be made on the Business Day day such notice is received by such Revolving Lender from the applicable Issuing Lender if such notice is received at or before 2:00 P.M.p.m., otherwise such payment shall be made at or before noon 12:00 Noon on the Business Day next succeeding the Business Day day such notice is received. If such Revolving Lender LOC Participant does not pay such amount to the applicable Issuing Lender in full upon such request, such Revolving Lender LOC Participant shall, on demand, pay to the Administrative Agent for the account of such Issuing Lender interest on the unpaid amount during the period from the date of such LOC Participant received the notice regarding the unreimbursed drawing until such Revolving Lender LOC Participant pays such amount to such the Issuing Lender in full at a rate per annum equal to, if paid within two (2) Business Days of the date of drawing, the Federal Funds Effective Rate and thereafter at a rate per annum equal to the Alternate Base Rate. Each Revolving LenderLOC Participant’s obligation to make such payment to the Issuing LendersLender, and the right of the Issuing Lenders Lender to receive the same, shall be absolute and unconditional, shall not be affected by any circumstance whatsoever and without regard to the termination of this Credit Agreement or the Commitments hereunder, the existence of a Default or Event of Default or the acceleration of the Obligations obligations hereunder and shall be made without any offset, abatement, withholding or reduction whatsoever. Simultaneously with the making of each such payment by a LOC Participant to the Issuing Lender, such LOC Participant shall, automatically and without any further action on the part of the Issuing Lender or such LOC Participant, acquire a participation in an amount equal to such payment (excluding the portion of such payment constituting interest owing to the Issuing Lender) in the related unreimbursed drawing portion of such LOC Obligation and in the interest thereon and in the related LOC Documents, and shall have a ratable interest in the Issuing Lender’s claim against the Borrowers with respect thereto.

Reimbursement. In the event of any drawing under any Letter of Credit, the applicable Issuing Lender will promptly notify the Borrower. Unless the Borrower and shall immediately notify the Administrative AgentIssuing Lender that the Borrower intends to otherwise reimburse the Issuing Lender for such drawing, the Borrower shall be deemed to have requested that the Lenders make a Revolving Loan in the amount of the drawing as provided in subsection (e) hereof on the related Letter of Credit, the proceeds of which will be used to satisfy the related reimbursement obligations. The Borrower shall promises to reimburse the applicable Issuing Lender on the day of drawing under any Letter of Credit if notified prior to 3:00 P.M. on a Business Day or, if after 3:00 P.M., on the following Business Day (either with the proceeds of a Revolving Loan obtained hereunder or otherwise) in same day funds as provided herein or in the LOC Documentsfunds. If the Borrower shall fail to reimburse the Issuing Lenders Lender as provided hereinhereinabove, the unreimbursed amount of such drawing shall bear interest at a per annum rate equal to the Default Rate. Unless Base Rate plus the Borrower shall immediately notify sum of (i) the applicable Issuing Lender Applicable Percentage and the Administrative Agent of its intent to otherwise reimburse such Issuing Lender, the Borrower shall be deemed to have requested a Mandatory LOC Borrowing (as defined in Section 2.3(eii) two percent (2%)) in the amount of the drawing as provided in subsection (e) hereof, the proceeds of which will be used to satisfy the Reimbursement Obligations. The Borrower’s Reimbursement Obligations 's reimbursement obligations hereunder shall be absolute and unconditional under all circumstances irrespective of any rights of set-offsetoff, counterclaim or defense to payment the Borrower may claim or have against the Issuing LendersLender, the Administrative Agent, the Lenders, the beneficiary of the Letter of Credit drawn upon or any other Person, including, including without limitation, limitation any defense based on any failure of the Borrower or any other Credit Party to receive consideration or the legality, validity, regularity or unenforceability of the Letter of Credit. Each The Issuing Lender will promptly notify the other Revolving Lenders of the amount of any unreimbursed drawing and each Revolving Lender shall promptly pay to the Administrative Agent for the account of such the Issuing Lender, Lender in Dollars and in immediately available funds, the amount of such Revolving Lender’s Revolving Commitment Percentage 's pro rata share of such unreimbursed drawing. Such payment shall be made on the Business Day day such notice is received by such Revolving Lender from the applicable Issuing Lender if such notice is received at or before 2:00 P.M.P.M. (Charlotte, North Carolina time) otherwise such payment shall be made at or before noon 12:00 Noon (Charlotte, North Carolina time) on the Business Day next succeeding the Business Day day such notice is received. If such Revolving Lender does not pay such amount to the applicable Issuing Lender in full upon such request, such Revolving Lender shall, on demand, pay to the Administrative Agent for the account of such the Issuing Lender interest on the unpaid amount during the period from the date of such drawing until such Revolving Lender pays such amount to such the Issuing Lender in full at a rate per annum equal to, if paid within two (2) Business Days of the date that such Lender is required to make payments of drawingsuch amount pursuant to the preceding sentence, the Federal Funds Effective Rate and thereafter at a rate equal to the Alternate Base Rate. Each Revolving Lender’s 's obligation to make such payment to the Issuing LendersLender, and the right of the Issuing Lenders Lender to receive the same, shall be absolute and unconditional, shall not be affected by any circumstance whatsoever and without regard to the termination of this Credit Agreement or the Commitments hereunder, the existence of a Default or Event of Default or the acceleration of the Obligations obligations of the Borrower hereunder and shall be made without any offset, abatement, withholding or reduction whatsoever. Simultaneously with the making of each such payment by a Lender to the Issuing Lender, such Lender shall, automatically and without any further action on the part of the Issuing Lender or such Lender, acquire a participation in an amount equal to such payment (excluding the portion of such payment constituting interest owing to the Issuing Lender) in the related unreimbursed drawing portion of the LOC Obligation and in the interest thereon and in the related LOC Documents, and shall have a claim against the Borrower with respect thereto.

Reimbursement. In the event Borrowers shall be irrevocably and unconditionally obligated forthwith without presentment, demand, protest or other formalities of any drawing under kind (including for purposes of Section 10), to reimburse any L/C Issuer on demand in immediately available funds for any amounts paid by such L/C Issuer with respect to a Letter of Credit, including all reimbursement payments, Fees, Charges, costs and expenses paid by such L/C Issuer. Borrowers hereby authorize and direct Agent, at Agent's option, to debit Borrowers' account (by increasing the outstanding principal balance of the Revolving Credit Advances) in the amount of any payment made by an L/C Issuer with respect to any Letter of Credit, the applicable Issuing Lender will promptly notify the Borrower and the Administrative Agent. The Borrower shall reimburse the applicable Issuing Lender on the day of drawing under All amounts paid by an L/C Issuer with respect to any Letter of Credit if notified prior to 3:00 P.M. on a Business Day or, if after 3:00 P.M., on the following Business Day (either that are not immediately repaid by Borrowers with the proceeds of a Revolving Credit Advance or otherwise shall bear interest at the interest rate applicable to Revolving Loans which are Index Rate Loans plus, at the election of Agent or Requisite Lenders, an additional two percent (2.00%) per annum. Each Revolving Lender agrees to fund its Pro Rata Share of any Revolving Loan obtained hereunder or otherwise) in same day funds as provided herein or in made pursuant to this Section 1.1(d)(ii). In the LOC Documents. If the Borrower shall event Agent elects not to debit Borrowers' account and Borrowers fail to reimburse the Issuing Lenders as provided herein, L/C Issuer in full on the unreimbursed amount of such drawing shall bear interest at a per annum rate equal to the Default Rate. Unless the Borrower shall immediately notify the applicable Issuing Lender and the Administrative Agent of its intent to otherwise reimburse such Issuing Lender, the Borrower shall be deemed to have requested a Mandatory LOC Borrowing (as defined in Section 2.3(e)) in the amount of the drawing as provided in subsection (e) hereof, the proceeds of which will be used to satisfy the Reimbursement Obligations. The Borrower’s Reimbursement Obligations hereunder shall be absolute and unconditional under all circumstances irrespective date of any rights payment in respect of set-off, counterclaim or defense to payment the Borrower may claim or have against the Issuing Lenders, the Administrative Agent, the Lenders, the beneficiary of the Letter of Credit drawn upon or any other Person, including, without limitation, any defense based on any failure of the Borrower to receive consideration or the legality, validity, regularity or unenforceability of the a Letter of Credit. Each Issuing Lender will , Agent shall promptly notify the other each Revolving Lenders Lender of the amount of any such unreimbursed drawing payment and the accrued interest thereon and each Revolving Lender, on the next Business Day prior to 3:00 p.m. (New York time), shall deliver to Agent an amount equal to its Pro Rata Share thereof in same day funds. Each Revolving Lender shall promptly hereby absolutely and unconditionally agrees to pay to the Administrative Agent for L/C Issuer upon demand by the account of such Issuing Lender, in Dollars and in immediately available funds, the amount of L/C Issuer such Revolving Lender’s Revolving Commitment Percentage 's Pro Rata Share of such unreimbursed drawing. Such each payment shall be made on by the Business Day such notice is received L/C Issuer in respect of a Letter of Credit and not immediately reimbursed by such Revolving Lender from the applicable Issuing Lender if such notice is received at Borrowers or before 2:00 P.M., otherwise such payment shall be made at or before noon on the Business Day next succeeding the Business Day such notice is received. If such Revolving Lender does not pay such amount to the applicable Issuing Lender in full upon such request, such Revolving Lender shall, on demand, pay to the Administrative Agent for the account satisfied through a debit of such Issuing Lender interest on the unpaid amount during the period from the date of such drawing until such Revolving Lender pays such amount to such Issuing Lender in full at a rate per annum equal to, if paid within two (2) Business Days of the date of drawing, the Federal Funds Effective Rate and thereafter at a rate equal to the Alternate Base RateBorrowers' account. Each Revolving Lender’s obligation Lender acknowledges and agrees that its obligations pursuant to make such payment to the Issuing Lenders, and the right this subsection in respect of the Issuing Lenders to receive the same, shall be Letters of Credit are absolute and unconditional, unconditional and shall not be affected by any circumstance whatsoever and without regard to the termination of this Agreement or the Commitments hereunderwhatsoever, including setoff, counterclaim, the existence occurrence and continuance of a Default or an Event of Default or the acceleration any failure by Borrowers to satisfy any of the Obligations hereunder and conditions set forth in Section 7.2. If any Revolving Lender fails to make available to the L/C Issuer the amount of such Revolving Lender's Pro Rata Share of any payments made by the L/C Issuer in respect of a Letter of Credit as provided in this Section 1.1(d)(ii), the L/C Issuer shall be made without any offset, abatement, withholding or reduction whatsoeverentitled to recover such amount on demand from such Revolving Lender together with interest at the Index Rate.

Reimbursement. In (a) During the event Term, Mediaco shall promptly reimburse Emmis for all costs and expense directly attributable to the Leased Employees for their performance of the Services in an amount equal to Emmis’ actual out-of-pocket cost incurred in connection with the provision of the Services by the Leased Employees, which reimbursement shall include without limitation the Leased Employees’ salary and/or hourly wages earned for the performance of the Services (reduced by an amount appropriately reflective of the time spent by any Leased Employee on Support Services), bonuses awarded at the discretion and recommendation of Mediaco for the performance of the Services and/or as set forth in a written employment agreement (if any), and Emmis’ actual out-of-pocket cost incurred in connection with benefits (including the actual out-of-pocket expense of any drawing self-insured health claims (less any stop loss reimbursements received by Emmis), workers’ compensation expenses, unemployment compensation expenses, severance expenses, and the employer portion of premiums and administrative fees under all benefits provided, including self-insured health coverage, life insurance coverage and long-term disability coverage), employer portion of employment taxes, costs associated with certain Leased Employees’ authorizations to live and work in the United States), and other expense reimbursement (including out-of-pocket expenses attributable to claims involving Leased Employees, unless the allegations relate primarily to the conduct of employees of Emmis or any Letter Affiliate thereof who are not Leased Employees, but solely with respect to conduct that occurred during the Term and is not subject to indemnity by Emmis under Section 7(c)), all such amounts to be scheduled in advance to the extent practicable. For the avoidance of Creditdoubt, Emmis shall not be entitled to receive from Mediaco reimbursement for (i) any wages, benefits costs or expenses of Emmis employees who are not Leased Employees, (ii) any out-of-pocket expenses incurred by Emmis in the conduct of those portions of Emmis’ business that are not related to Mediaco, (iii) any payments or benefits triggered by or otherwise relating to the transactions contemplated by this Agreement, the applicable Issuing Lender will promptly notify Management Agreement or the Borrower Contribution Agreement, including without limitation the vesting, funding, or settlement of any equity or equity-based compensation and any bonus paid in connection with this transaction, including such items referenced in Section 5.21(j) of the Administrative Agent. The Borrower shall reimburse the applicable Issuing Lender on the day of drawing under Contribution Agreement or (iv) any Letter of Credit if notified prior to 3:00 P.M. on a Business Day or, if after 3:00 P.M., on the following Business Day reimbursement for any withdrawal liability incurred or triggered by Emmis or its ERISA Affiliates (either with the proceeds of a Revolving Loan obtained hereunder or otherwise) in same day funds as provided herein or defined in the LOC Documents. If Contribution Agreement) under ERISA (as defined in the Borrower shall fail Contribution Agreement) including any contingent or secondary withdrawal liability to reimburse the Issuing Lenders as provided herein, the unreimbursed amount of such drawing shall bear interest at a per annum rate equal to the Default Rate. Unless the Borrower shall immediately notify the applicable Issuing Lender and the Administrative Agent of its intent to otherwise reimburse such Issuing Lender, the Borrower shall be deemed to have requested a Mandatory LOC Borrowing any “multiemployer plan” (as defined in Section 2.3(e3(37) of ERISA) (a “Multiemployer Plan”), but shall be entitled to reimbursement for any out-of-pocket costs incurred by Emmis with respect to Leased Employees that are incremental to the costs and expenses Emmis would otherwise incur with respect to its employees who are not Leased Employees (e.g., pro rata share of health and employer’s liability insurance). (b) With respect to payroll, Emmis shall invoice Mediaco on the second business day before the date bi-weekly payroll is drawn from Emmis’ bank account and Mediaco shall wire such amount to Emmis before the end of the following day. With respect to other employee costs during the Term, including but not limited to health care costs, Emmis shall invoice Mediaco on the first Business Day of the month for the amounts incurred with respect to the Leased Employees in the amount of the drawing as provided in subsection (e) hereofprior month(s), the proceeds of which will be used to satisfy the Reimbursement Obligations. The Borrower’s Reimbursement Obligations hereunder and Mediaco shall be absolute and unconditional under all circumstances irrespective of any rights of set-off, counterclaim or defense to payment the Borrower may claim or have against the Issuing Lenders, the Administrative Agent, the Lenders, the beneficiary of the Letter of Credit drawn upon or any other Person, including, without limitation, any defense based on any failure of the Borrower to receive consideration or the legality, validity, regularity or unenforceability of the Letter of Credit. Each Issuing Lender will promptly notify the other Revolving Lenders of the amount of any unreimbursed drawing and each Revolving Lender shall promptly pay to the Administrative Agent for the account of such Issuing Lender, in Dollars and in immediately available funds, the amount of such Revolving Lender’s Revolving Commitment Percentage of such unreimbursed drawing. Such payment shall be made on the Business Day such notice is received by such Revolving Lender from the applicable Issuing Lender if such notice is received at or before 2:00 P.M., otherwise such payment shall be made at or before noon on the Business Day next succeeding the Business Day such notice is received. If such Revolving Lender does not pay such amount to Emmis on or before the applicable Issuing Lender tenth day of the same month, provided that Mediaco agrees with the amounts listed on the invoice. In providing each invoice, Emmis shall provide Mediaco with sufficient information about the amounts listed in full the invoice and, upon such Mediaco’s request, Emmis shall provide Mediaco with such Revolving Lender shall, on demand, additional information as is reasonably necessary for Mediaco to verify the accuracy of any such invoice. (c) Mediaco agrees to pay interest to Emmis for any past due amounts that are not disputed by Mediaco in good faith at the Administrative Agent for lesser of the account of such Issuing Lender interest on the unpaid amount during the period highest rate allowable by law or [***] from the due date of such drawing until such Revolving Lender pays such amount amounts are paid. In addition, Mediaco shall promptly reimburse Emmis for all reasonable costs incurred in collecting any past due amounts, including but not limited to such Issuing Lender in full at a rate per annum equal to, if paid within two (2) Business Days of the date of drawing, the Federal Funds Effective Rate reasonable attorneys’ fees and thereafter at a rate equal to the Alternate Base Rateexpenses. Each Revolving Lender’s obligation to make such payment to the Issuing Lenders, and the right of the Issuing Lenders to receive the same, shall be absolute and unconditional, This section shall not be affected by limit or waive any circumstance whatsoever other legal and without regard to the termination of equitable rights and remedies Emmis shall have under this Agreement or the Commitments hereunder, the existence of for a Default or Event of Default or the acceleration of the Obligations hereunder and shall be made without any offset, abatement, withholding or reduction whatsoeverdelinquent payment.

Reimbursement. In the event of any drawing under any Letter of Credit, the applicable Issuing Lender will promptly notify the Borrower and the Administrative Agent. The Borrower shall reimburse the applicable Issuing Lender on the day of drawing under any Letter of Credit if notified prior to 3:00 1:00 P.M. on a Business Day or, if after 3:00 1:00 P.M., on the following Business Day (either with the proceeds of a Revolving Loan obtained hereunder or otherwise) in same day funds as provided herein or in the LOC Documents. If the Borrower shall fail to reimburse the Issuing Lenders Lender as provided herein, the unreimbursed amount of such drawing shall automatically bear interest at a per annum rate equal to the Default Rate. Unless the Borrower shall immediately notify the applicable Issuing Lender and the Administrative Agent of its intent to otherwise reimburse such the Issuing Lender, the Borrower shall be deemed to have requested a Mandatory LOC Borrowing (as defined in Section 2.3(e)) in the amount of the drawing as provided in subsection (e) hereof, the proceeds of which will be used to satisfy the Reimbursement Obligations. The Borrower’s Reimbursement Obligations hereunder shall be absolute and unconditional under all circumstances irrespective of any rights of set-off, counterclaim or defense to payment the Borrower may claim or have against the Issuing LendersLender, the Administrative Agent, the Lenders, the beneficiary of the Letter of Credit drawn upon or any other Person, including, without limitation, any defense based on any failure of the Borrower to receive consideration or the legality, validity, regularity or unenforceability of the Letter of Credit. Each Issuing Lender The Administrative Agent will promptly notify the other Revolving Lenders of the amount of any unreimbursed drawing and each Revolving Lender shall promptly pay to the Administrative Agent for the account of such the Issuing Lender, in Dollars and in immediately available funds, the amount of such Revolving Lender’s Revolving Commitment Percentage of such unreimbursed drawing. Such payment shall be made on the Business Day such notice is received by such Revolving Lender from the applicable Issuing Lender Administrative Agent if such notice is received at or before 2:00 P.M., otherwise such payment shall be made at or before noon 12:00 P.M. on the Business Day next succeeding the Business Day such notice is received. If such Revolving Lender does not pay such amount to the applicable Administrative Agent for the account of the Issuing Lender in full upon such request, such Revolving Lender shall, on demand, pay to the Administrative Agent for the account of such the Issuing Lender interest on the unpaid amount during the period from the date of such drawing until such Revolving Lender pays such amount to such the Administrative Agent for the account of the Issuing Lender in full at a rate per annum equal to, if paid within two (2) Business Days of the date of drawing, the Federal Funds Effective Rate and thereafter at a rate equal to the Alternate Base Rate. Each Revolving Lender’s obligation to make such payment to the Issuing LendersLender, and the right of the Issuing Lenders Lender to receive the same, shall be absolute and unconditional, shall not be affected by any circumstance whatsoever and without regard to the termination of this Agreement or the Commitments hereunder, the existence of a Default or Event of Default or the acceleration of the Obligations hereunder and shall be made without any offset, abatement, withholding or reduction whatsoever.

Reimbursement. In the event of any drawing under any Letter of Credit, the applicable Issuing Lender will promptly notify the Borrower and the Administrative Agent. The Borrower shall reimburse the applicable Issuing Lender on the day of drawing under any Letter of Credit if notified prior issued by such Issuing Lender in (x) the applicable Foreign Currency of the relevant Letter of Credit with respect to 3:00 P.M. on a Business Day or, if after 3:00 P.M., on which the following Business Day drawing was made to the extent directly reimbursed by the Borrower or (either y) in Dollars to the extent funded with the proceeds of a Revolving Loan obtained hereunder or otherwise) otherwise and, in each case, in same day funds as provided herein or in the LOC Documents. If the Borrower shall fail to reimburse the an Issuing Lenders Lender as provided herein, the unreimbursed amount of such drawing shall bear interest at a per annum rate equal to the Default RateAlternate Base Rate plus the Applicable Percentage plus two percent (2%). Unless the Borrower shall immediately notify the applicable Issuing Lender and the Administrative Agent of its intent to otherwise reimburse such Issuing Lender, the Borrower shall be deemed to have requested a Mandatory LOC Borrowing (as defined in Section 2.3(e)) Revolving Loan borrowing comprised entirely of Alternate Base Rate Loans in the amount of the drawing as provided in subsection (e) hereof, the proceeds of which will be used to satisfy the Reimbursement Obligationsreimbursement obligations. The Borrower’s Reimbursement Obligations reimbursement obligations hereunder shall be absolute and unconditional under all circumstances irrespective of any rights of set-off, counterclaim or defense to payment the Borrower may claim or have against the any Issuing LendersLender, the Administrative Agent, the Lenders, the beneficiary of the Letter of Credit drawn upon or any other Person, including, including without limitation, limitation any defense based on any failure of the Borrower to receive consideration or the legality, validity, regularity or unenforceability of the Letter of Credit. Each Issuing Lender will promptly notify the other Revolving Lenders of the amount of any unreimbursed drawing in respect of any Letter of Credit issued by such Issuing Lender and each Revolving Lender shall promptly pay to the Administrative Agent for the account of such Issuing Lender, Lender in Dollars and in immediately available funds, the amount of such Revolving Lender’s Revolving LOC Commitment Percentage of such unreimbursed drawing. Such payment shall be made on the Business Day day such notice is received by such Revolving Lender from the applicable such Issuing Lender if such notice is received at or before 2:00 P.M., otherwise such payment shall be made at or before 12:00 noon on the Business Day next succeeding the Business Day day such notice is received. If such Revolving Lender does not pay such amount to the applicable such Issuing Lender in full upon such request, such Revolving Lender shall, on demand, pay to the Administrative Agent for the account of such Issuing Lender interest on the unpaid amount during the period from the date of such drawing until such Revolving Lender pays such amount to such Issuing Lender in full at a rate per annum equal to, if paid within two (2) Business Days of the date of drawing, the Federal Funds Effective Rate and thereafter at a rate equal to the Alternate Base Rate. Each Revolving Lender’s obligation to make such payment to the an Issuing LendersLender, and the right of the an Issuing Lenders Lender to receive the same, shall be absolute and unconditional, shall not be affected by any circumstance whatsoever and without regard to the termination of this Credit Agreement or the Commitments hereunder, the existence of a Default or Event of Default or the acceleration of the Credit Party Obligations hereunder and shall be made without any offset, abatement, withholding or reduction whatsoever.

Reimbursement. In the event of any drawing under any Letter of Credit, the applicable Issuing Lender will promptly notify the Borrower and the Administrative Agent. The Borrower shall reimburse the applicable Issuing Lender on the day of drawing under any Letter of Credit if notified prior to 3:00 P.M. 11:00 A.M. on a Business Day or, if after 3:00 P.M.11:00 A.M., on the following Business Day (either with the proceeds of a Revolving Loan obtained hereunder or otherwise) in same day funds as provided herein or in the LOC Documents. If the Borrower shall fail to reimburse the Issuing Lenders Lender as provided herein, the unreimbursed amount of such drawing shall bear interest at a per annum rate equal to the ABR Default Rate. Unless the Borrower shall immediately notify the applicable Issuing Lender and the Administrative Agent of its intent to otherwise reimburse such the Issuing Lender, the Borrower shall be deemed to have requested a Mandatory LOC Borrowing (as defined in Section 2.3(e)) in the amount of the drawing as provided in subsection (e) hereof, the proceeds of which will be used to satisfy the Reimbursement Obligations. The Borrower’s Reimbursement Obligations hereunder shall be absolute and unconditional under all circumstances irrespective of any rights of set-off, counterclaim or defense to payment the Borrower may claim or have against the Issuing LendersLender, the Administrative Agent, the Lenders, the beneficiary of the Letter of Credit drawn upon or any other Person, including, including without limitation, limitation any defense based on any failure of the Borrower to receive consideration or the legality, validity, regularity or unenforceability of the Letter of Credit. Each The Issuing Lender will promptly notify the other Revolving Lenders of the amount of any unreimbursed drawing and each Revolving Lender shall promptly pay to the Administrative Agent for the account of such the Issuing Lender, in Dollars and in immediately available funds, the amount of such Revolving Lender’s Revolving Commitment Percentage of such unreimbursed drawing. Such payment shall be made on the Business Day day such notice is received by such Revolving Lender from the applicable Issuing Lender if such notice is received at or before 2:00 P.M., otherwise such payment shall be made at or before noon 12:00 P.M. on the Business Day next succeeding the Business Day day such notice is received. If such Revolving Lender does not pay such amount to the applicable Issuing Lender in full upon such request, such Revolving Lender shall, on demand, pay to the Administrative Agent for the account of such the Issuing Lender interest on the unpaid amount during the period from the date of such drawing until such Revolving Lender pays such amount to such the Issuing Lender in full at a rate per annum equal to, if paid within two (2) Business Days of the date of drawing, the Federal Funds Effective Rate and thereafter at a rate equal to the Alternate Base Rate. Each Revolving Lender’s obligation to make such payment to the Issuing LendersLender, and the right of the Issuing Lenders Lender to receive the same, shall be absolute and unconditional, shall not be affected by any circumstance whatsoever and without regard to the termination of this Agreement or the Commitments hereunder, the existence of a Default or Event of Default or the acceleration of the Credit Party Obligations hereunder and shall be made without any offset, abatement, withholding or reduction whatsoever.

Reimbursement. In the event of any drawing under any Letter of Credit, the applicable Issuing Lender will promptly notify the Borrower Company and the Administrative Agent. The Borrower Company shall reimburse the applicable Issuing Lender on the day of drawing under any Letter of Credit if notified prior to 3:00 P.M. on a Business Day or, if after 3:00 P.M., on the following Business Day (either with the proceeds of a Revolving Loan obtained hereunder or otherwise) ), in Dollars, in the Dollar Amount and in same day funds as provided herein or in the LOC Documents. If the Borrower Company shall fail to reimburse the Issuing Lenders Lender as provided herein, the unreimbursed amount of such drawing shall bear interest at a per annum rate equal to the Default RateAlternate Base Rate plus the Applicable Percentage for Revolving Loans that are Alternate Base Rate Loans plus two percent (2%) for so long as such amount shall be unreimbursed. Unless the Borrower Company shall immediately notify the applicable Issuing Lender and the Administrative Agent of its intent to otherwise reimburse such the Issuing Lender, the Borrower Company shall be deemed to have requested a LOC Mandatory LOC Borrowing (as defined Borrowing, in Section 2.3(e)) Dollars, in the amount Dollar Amount of the drawing as provided in subsection (e) hereof, the proceeds of which will be used to satisfy the Reimbursement Obligations. The BorrowerSubject to the terms of Section 2.19, the Company’s Reimbursement Obligations hereunder shall be absolute and unconditional under all circumstances irrespective of any rights of set-set off, counterclaim or defense to payment the Borrower Company may claim or have against the Issuing LendersLender, the Administrative Agent, the Lenders, the beneficiary of the Letter of Credit drawn upon or any other Person, including, including without limitation, limitation any defense based on any failure of the Borrower Company to receive consideration or the legality, validity, regularity or unenforceability of the Letter of Credit. Each The Issuing Lender will promptly notify the other Revolving Lenders of the amount of any unreimbursed drawing and each Revolving Lender shall promptly pay to the Administrative Agent for the account of such the Issuing Lender, Lender in Dollars and in immediately available funds, the amount Dollar Amount of such Revolving Lender’s Revolving Commitment Percentage of such unreimbursed drawing. Such payment shall be made on the Business Day day such notice is received by such Revolving Lender from the applicable Issuing Lender if such notice is received at or before 2:00 P.M.p.m. EST, otherwise such payment shall be made at or before noon 12:00 Noon EST on the Business Day next succeeding the Business Day day such notice is received. If such Revolving Lender does not pay such amount to the applicable Issuing Lender in full upon such request, such Revolving Lender shall, on demand, pay to the Administrative Agent for the account of such the Issuing Lender interest on the unpaid amount during the period from the date of such drawing until such Revolving Lender pays such amount to such the Issuing Lender in full at a rate per annum equal to, if paid within two (2) Business Days of the date of drawing, the Federal Funds Effective Rate and thereafter at a rate equal to the Alternate Base Rate. Each Revolving Lender’s obligation to make such payment to the Issuing LendersLender, and the right of the Issuing Lenders Lender to receive the same, shall be absolute and unconditional, shall not be affected by any circumstance whatsoever and without regard to the termination of this Credit Agreement or the Commitments hereunder, the existence of a Default or Event of Default or the acceleration of the Credit Party Obligations hereunder and shall be made without any offset, abatement, withholding or reduction whatsoever.

Reimbursement. In the event of any request for a drawing or any drawing under any Letter of Credit, the applicable Issuing Lender will promptly notify the Borrower as to the amount to be paid as a result of such drawing and the Administrative Agent. The Borrower shall reimburse date such payment is to be made by the applicable Issuing Lender on (the day of drawing under any Letter of Credit if notified prior to 3:00 P.M. on a Business Day or, if after 3:00 P.M., on the following Business Day (either with the proceeds of a Revolving Loan obtained hereunder or otherwise) in same day funds as provided herein or in the LOC Documents“Payment Date”). If the Borrower shall fail to reimburse Commitments remain in effect on the Issuing Lenders as provided herein, the unreimbursed amount of such drawing shall bear interest at a per annum rate equal to the Default Rate. Unless the Borrower shall immediately notify the applicable Issuing Lender and the Administrative Agent of its intent to otherwise reimburse such Issuing LenderPayment Date, the Borrower shall shall, unless the Borrower otherwise instructs the Agent by not less than one Business Day’s prior notice, be deemed to have requested a Mandatory LOC Borrowing (as defined in Section 2.3(e)) Revolving Loan at the Base Rate in the amount of the drawing as provided in subsection (e) hereof, the proceeds of which will be used to satisfy the Reimbursement Obligationsreimbursement obligations. The Borrower shall reimburse the applicable Issuing Lender on the Payment Date either with the proceeds of a Revolving Loan obtained hereunder or otherwise in same day funds as provided herein or in the LOC Documents. If the Borrower shall fail to reimburse the applicable Issuing Lender as provided hereinabove, the unreimbursed amount of such drawing shall bear interest at a per annum rate equal to the Base Rate plus two percent (2%). The Borrower’s Reimbursement Obligations reimbursement obligations hereunder shall be absolute and unconditional under all circumstances irrespective of (but without waiver of) any rights of set-off, counterclaim or defense to payment that the applicable account party or the Borrower may claim or have against the Issuing Lenders, the Administrative Agent, the Lenders, the beneficiary of the Letter of Credit drawn upon or any other Person, including, including without limitation, any defense based on any failure of the applicable account party or the Borrower to receive consideration or the legality, validity, regularity or unenforceability of the Letter of Credit. Each The applicable Issuing Lender will promptly notify the other Revolving Lenders of the amount of any unreimbursed drawing and each Revolving Lender shall promptly pay to the Administrative Agent for the account of such the applicable Issuing Lender, in Dollars and in immediately available funds, the amount of such Revolving Lender’s Revolving Commitment Percentage of such unreimbursed drawing. Such payment shall be made on the Business Day day such notice is received by such Revolving Lender from the applicable Issuing Lender if such notice is received at or before 2:00 P.M.p.m., otherwise such payment shall be made at or before noon 12:00 Noon on the Business Day next succeeding the Business Day day such notice is received. If such Revolving Lender does not pay such amount to the applicable Issuing Lender in full upon such request, such Revolving Lender shall, on demand, pay to the Administrative Agent for the account of such the applicable Issuing Lender interest on the unpaid amount during the period from the date of such the Lender received the notice regarding the unreimbursed drawing until such Revolving Lender pays such amount to such the applicable Issuing Lender in full at a rate per annum equal to, if paid within two (2) Business Days of the date of drawing, the Federal Funds Effective Rate and thereafter at a rate equal to the Alternate Base Rate. Each Revolving Lender’s obligation to make such payment to the applicable Issuing LendersLender, and the right of the applicable Issuing Lenders Lender to receive the same, shall be absolute and unconditional, shall not be affected by any circumstance whatsoever and without regard to the termination of this Credit Agreement or the Commitments hereunder, the existence of a Default or Event of Default or the acceleration of the Obligations obligations hereunder and shall be made without any offset, abatement, withholding or reduction whatsoever. Simultaneously with the making of each such payment by a Lender to the applicable Issuing Lender, such Lender shall, automatically and without any further action on the part of the applicable Issuing Lender or such Lender, acquire a participation in an amount equal to such payment (excluding the portion of such payment constituting interest owing to the applicable Issuing Lender) in the related unreimbursed drawing portion of the LOC Obligation and in the interest thereon and in the related LOC Documents, and shall have a claim against the Borrower with respect thereto.

Reimbursement. In the event of any drawing under any Letter of Credit, the applicable Issuing Lender will promptly notify the Borrower and the Administrative Agent. The Borrower shall reimburse the applicable Issuing Lender on the day of drawing under any Letter of Credit if notified prior to 3:00 P.M. on a Business Day or, if after 3:00 P.M., on the following Business Day (either with the proceeds of a Swingline Loan or a Revolving Loan obtained hereunder or otherwise) in same day funds as provided herein or in the LOC Documents. If the Borrower shall fail to reimburse the Issuing Lenders Lender as provided herein, the unreimbursed amount of such drawing shall bear interest at a per annum rate equal to the Default Rate. Unless the Borrower shall immediately notify the applicable Issuing Lender and the Administrative Agent of its intent to otherwise reimburse such the Issuing Lender, the Borrower shall be deemed to have requested a Mandatory LOC Borrowing (as defined in Section 2.3(e)) Revolving Loan in the amount of the drawing as provided in subsection (e) hereof, the proceeds of which will be used to satisfy the Reimbursement Obligationsreimbursement obligations. The Absent the gross negligence or willful misconduct of any such Person (IT BEING THE INTENTION OF THIS PROVISION THAT SUCH REIMBURSEMENT OBLIGATION WILL BE APPLICABLE REGARDLESS OF WHETHER CAUSED IN WHOLE OR IN PART BY THE ORDINARY NEGLIGENCE OF ANY OF THE PARTIES BEING REIMBURSED), the Borrower’s Reimbursement Obligations reimbursement obligations hereunder shall be absolute and unconditional under all circumstances irrespective of any rights of set-off, counterclaim or defense to payment the Borrower may claim or have against the Issuing LendersLender, the Administrative Agent, the Lenders, the beneficiary of the Letter of Credit drawn upon or any other Person, including, including without limitation, limitation any defense based on any failure of the Borrower to receive consideration or the legality, validity, regularity or unenforceability of the Letter of Credit. Each The Issuing Lender will promptly notify the other Revolving Lenders of the amount of any unreimbursed drawing and each Revolving Lender shall promptly pay to the Administrative Agent for the account of such the Issuing Lender, Lender in Dollars and in immediately available funds, the amount of such Revolving Lender’s Revolving LOC Commitment Percentage of such unreimbursed drawing. Such payment shall be made on the Business Day day such notice is received by such Revolving Lender from the applicable Issuing Lender if such notice is received at or before 2:00 P.M.3:00 p.m. (Houston, Texas time), otherwise such payment shall be made at or before noon 1:00 p.m. (Houston, Texas time) on the Business Day next succeeding the Business Day day such notice is received. If such Revolving Lender does not pay such amount to the applicable Issuing Lender in full upon such request, such Revolving Lender shall, on demand, pay to the Administrative Agent for the account of such the Issuing Lender interest on the unpaid amount during the period from the date of such drawing until such Revolving Lender pays such amount to such the Issuing Lender in full at a rate per annum equal to, if paid within two (2) Business Days of the date of drawing, the Federal Funds Effective Rate and thereafter at a rate equal to the Alternate Base Rate. Each Revolving Lender’s obligation to make such payment to the Issuing LendersLender, and the right of the Issuing Lenders Lender to receive the same, shall be absolute and unconditional, shall not be affected by any circumstance whatsoever and without regard to the termination of this Agreement or the Commitments hereunder, the existence of a Default or Event of Default or the acceleration of the Credit Party Obligations hereunder and shall be made without any offset, abatement, withholding or reduction whatsoever.

Reimbursement. (i) In the event of any drawing under any Letter of Credit, the applicable Issuing Lender L/C Issuer will promptly notify the Borrower and the Administrative AgentBorrower. The Borrower shall reimburse the applicable Issuing Lender L/C Issuer on the day of drawing under any Letter of Credit if notified prior to 3:00 P.M. on a Business Day or, if after 3:00 P.M., on the following Business Day (either with the proceeds of a Revolving Loan obtained hereunder or otherwise) otherwise in same day funds as provided herein or in the LOC Documentsimmediately available funds. If the Borrower shall fail to reimburse the Issuing Lenders L/C Issuer as provided hereinhereinabove (the “Unreimbursed Amount”), the unreimbursed amount of such drawing shall bear interest at a per annum rate equal to the Default Rate. Unless Base Rate plus two percent (2%). (ii) Subsequent to a drawing under any Letter of Credit, unless the Borrower shall immediately notify the applicable Issuing Lender and the Administrative Agent L/C Issuer of its intent to otherwise reimburse such Issuing Lenderthe L/C Issuer, the Borrower shall be deemed to have requested a Mandatory LOC Borrowing (as defined in Section 2.3(e)) Base Rate Loan in the amount of the drawing as provided in subsection (e) hereofdescribed herein, the proceeds of which will be used to satisfy the Reimbursement Obligationsreimbursement obligations. The Borrower’s Reimbursement Obligations hereunder On any day on which the Borrower shall be absolute and unconditional deemed to have requested a Revolving Loan borrowing to reimburse a drawing under all circumstances irrespective a Letter of any rights of set-off, counterclaim or defense to payment the Borrower may claim or have against the Issuing LendersCredit, the Administrative AgentAgent shall give notice to the Lenders that a Revolving Loan has been deemed requested in connection with a drawing under a Letter of Credit, the Lendersin which case a Revolving Loan borrowing comprised solely of Base Rate Loans (each such borrowing, the beneficiary a “Mandatory Borrowing”) shall be immediately made from all Lenders (without giving effect to any termination of the Letter Commitments pursuant to Section 9.2 or otherwise) pro rata based on each Lender’s respective Pro Rata Share and the proceeds thereof shall be paid directly to the L/C Issuer for application to the respective L/C Obligations. Each Lender hereby irrevocably agrees to make such Revolving Loans immediately upon any such request or deemed request on account of Credit drawn upon each such Mandatory Borrowing in the amount and in the manner specified in the preceding sentence and on the same such date notwithstanding (A) the amount of Mandatory Borrowing may not comply with the minimum amount for borrowings of Revolving Loans otherwise required hereunder, (B) the failure of any conditions specified in Section 5.1 to have been satisfied, (C) the existence of a Default or an Event of Default, (D) the failure of any such request or deemed request for Revolving Loans to be made by the time otherwise required hereunder, (E) the date of such Mandatory Borrowing, or (F) any reduction in the Revolving Committed Amount or any other Person, termination of the Commitments. (iii) In the event that any Mandatory Borrowing cannot for any reason be made on the date otherwise required above (including, without limitation, any defense based on any failure as a result of the Borrower commencement of a proceeding under the Bankruptcy Code with respect to receive consideration or the legalityBorrower), validity, regularity or unenforceability then each such Lender hereby agrees that it shall forthwith fund (as of the Letter of Credit. Each Issuing Lender will promptly notify date the other Revolving Lenders of Mandatory Borrowing would otherwise have occurred, but adjusted for any payments received from the amount of Borrower on or after such date and prior to such purchase) its Pro Rata Share in the outstanding L/C Obligations; provided, that in the event any unreimbursed drawing and each Revolving Lender shall promptly pay fail to fund its Pro Rata Share on the Administrative Agent for day the account of such Issuing LenderMandatory Borrowing would otherwise have occurred, in Dollars and in immediately available funds, then the amount of such Revolving Lender’s Revolving Commitment Percentage of such unreimbursed drawing. Such payment unfunded participation interest therein shall be made on the Business Day such notice is received by such Revolving Lender from the applicable Issuing Lender if such notice is received at or before 2:00 P.M., otherwise such payment shall be made at or before noon on the Business Day next succeeding the Business Day such notice is received. If such Revolving Lender does not pay such amount bear interest payable to the applicable Issuing Lender in full L/C Issuer upon such request, such Revolving Lender shall, on demand, pay to at the Administrative Agent for the account of such Issuing Lender interest on the unpaid amount during the period from the date of such drawing until such Revolving Lender pays such amount to such Issuing Lender in full at a rate per annum equal to, if paid within two (2) Business Days of the date of drawingsuch date, the Federal Funds Effective Rate Rate, and thereafter at a rate equal to the Alternate Base Rate. Each Revolving Lender’s obligation to make Simultaneously with the making of each such payment by a Lender to the Issuing LendersL/C Issuer, such Lender shall, automatically and without any further action on the right part of the Issuing L/C Issuer or such Lender, acquire a participation in an amount equal to such payment (excluding the portion of such payment constituting interest owing to the L/C Issuer) in the related unreimbursed drawing portion of the L/C Obligation and in the interest thereon and shall have a claim against the Borrower with respect thereto. Any payment by the Lenders pursuant to receive the same, shall be absolute and unconditional, this clause (iii) shall not be affected by any circumstance whatsoever and without regard to relieve or otherwise impair the termination of this Agreement or the Commitments hereunder, the existence of a Default or Event of Default or the acceleration obligations of the Obligations hereunder and shall be made without any offset, abatement, withholding or reduction whatsoeverBorrower to reimburse the L/C Issuer under a Letter of Credit.

Reimbursement. In the event of any drawing under any Letter of Credit, the applicable Issuing Lender will promptly notify the Borrower. Unless the Borrower and shall immediately notify the Administrative AgentIssuing Lender of its intent to otherwise reimburse the Issuing Lender, the Borrower shall be deemed to have requested a Loan at the Base Rate in the amount of the drawing, the proceeds of which will be used to satisfy the reimbursement obligations. The Borrower shall reimburse the applicable Issuing Lender on the day of drawing under any Letter of Credit if notified prior to 3:00 P.M. on a Business Day or, if after 3:00 P.M., on the following Business Day (either with the proceeds of a Revolving such Loan obtained hereunder or otherwise) otherwise in same day funds as provided herein or in the LOC Documents. If the Borrower shall fail to reimburse the Issuing Lenders as provided herein, the unreimbursed amount of such drawing shall bear interest at a per annum rate equal to the Default Rate. Unless the Borrower shall immediately notify the applicable Issuing Lender and the Administrative Agent of its intent to otherwise reimburse such Issuing Lender, the Borrower shall be deemed to have requested a Mandatory LOC Borrowing (as defined in Section 2.3(e)) in the amount of the drawing as provided in subsection (e) hereof, the proceeds of which will be used to satisfy the Reimbursement Obligations. The Borrower’s Reimbursement Obligations 's reimbursement obligations hereunder shall be absolute and unconditional under all circumstances irrespective of (but without waiver of) any rights of set-off, counterclaim or defense to payment the applicable account party or the Borrower may claim or have against the Issuing LendersLender, the Administrative Agent, the Lenders, the beneficiary of the Letter of Credit drawn upon or any other Person, including, including without limitation, any defense based on any failure of the applicable account party, the Borrower or any other Credit Party to receive consideration or the legality, validity, regularity or unenforceability of the Letter of Credit. Each The Issuing Lender will promptly notify the other Revolving Lenders LOC Participants of the amount of any unreimbursed drawing and each Revolving Lender LOC Participant shall promptly pay to the Administrative Agent for the account of such Issuing Lender, in Dollars and in immediately available funds, the amount of such Revolving Lender’s Revolving LOC Participant's Commitment Percentage of such unreimbursed drawing. Such payment shall be made on the Business Day day such notice is received by such Revolving Lender from the applicable Issuing Lender if such notice is received at or before 2:00 P.M.12:00 Noon, otherwise such payment shall be made at or before noon 2:00 p.m. on the Business Day next succeeding the Business Day day such notice is received. If such Revolving Lender LOC Participant does not pay such amount to the applicable Issuing Lender in full upon such request, such Revolving Lender LOC Participant shall, on demand, pay to the Administrative Agent for the account of such Issuing Lender interest on the unpaid amount during the period from the date of such the LOC Participant received the notice regarding the unreimbursed drawing until such Revolving Lender LOC Participant pays such amount to such the Issuing Lender in full at a rate per annum equal to, if paid within two (2) Business Days of the date of drawing, the Federal Funds Effective Rate and thereafter at a rate equal to the Alternate Base Rate. Each Revolving Lender’s LOC Participant's obligation to make such payment to the Issuing LendersLender, and the right of the Issuing Lenders Lender to receive the same, shall be absolute and unconditional, shall not be affected by any circumstance whatsoever and without regard to the termination of this Credit Agreement or the Commitments hereunder, the existence of a Default or Event of Default or the acceleration of the Obligations obligations hereunder and shall be made without any offset, abatement, withholding or reduction whatsoever. Simultaneously with the making of each such payment by a LOC Participant to the Issuing Lender, such LOC Participant shall, automatically and without any further action on the part of the Issuing Lender or such LOC Participant, acquire a participation in an amount equal to such payment (excluding the portion of such payment constituting interest owing to the Issuing Lender) in the related unreimbursed drawing portion of the LOC Obligation and in the interest thereon and in the related LOC Documents, and shall have a claim against the Borrower and the other Credit Parties with respect thereto.

Reimbursement. (i) In the event of any drawing under any Letter of Credit, the applicable Issuing Lender L/C Issuer will promptly notify the Borrower and the Administrative Agentapplicable Borrower. The applicable Borrower shall reimburse the applicable Issuing Lender L/C Issuer on the day of drawing under any Letter of Credit if notified prior to 3:00 P.M. on a Business Day or, if after 3:00 P.M., on the following Business Day (either with the proceeds of a Revolving Loan obtained hereunder or otherwise) otherwise in same day funds as provided herein or in the LOC Documentsimmediately available funds. If the applicable Borrower shall fail to reimburse the Issuing Lenders applicable L/C Issuer as provided hereinhereinabove (the "Unreimbursed Amount"), the unreimbursed amount of such drawing shall bear interest at a per annum rate equal to the Default Rate. Unless Base Rate plus two percent (2%). (ii) Subsequent to a drawing under any Letter of Credit, unless the applicable Borrower shall immediately notify the applicable Issuing Lender and the Administrative Agent L/C Issuer of its intent to otherwise reimburse such Issuing LenderL/C Issuer, the such Borrower shall be deemed to have requested a Mandatory LOC Borrowing (as defined in Section 2.3(e)) Base Rate Loan in the amount of the drawing as provided in subsection (e) hereofdescribed herein, the proceeds of which will be used to satisfy the Reimbursement Obligationsreimbursement obligations. The Borrower’s Reimbursement Obligations hereunder On any day on which the applicable Borrower shall be absolute and unconditional deemed to have requested a Revolving Loan borrowing to reimburse a drawing under all circumstances irrespective a Letter of any rights of set-off, counterclaim or defense to payment the Borrower may claim or have against the Issuing LendersCredit, the Administrative AgentAgent shall give notice to the Lenders that a Revolving Loan has been deemed requested in connection with a drawing under a Letter of Credit, the Lendersin which case a Revolving Loan borrowing comprised solely of Base Rate Loans (each such borrowing, the beneficiary a "Mandatory Borrowing") shall be immediately made from all Lenders (without giving effect to any termination of the Letter Commitments pursuant to Section 9.2 or otherwise) pro rata based on each Lender's respective Pro Rata Share and the proceeds thereof shall be paid directly to the applicable L/C Issuer for application to the respective L/C Obligations. Each Lender hereby irrevocably agrees to make such Revolving Loans immediately upon any such request or deemed request on account of Credit drawn upon each such Mandatory Borrowing in the amount and in the manner specified in the preceding sentence and on the same such date notwithstanding (A) the amount of Mandatory Borrowing may not comply with the minimum amount for borrowings of Revolving Loans otherwise required hereunder, (B) the failure of any conditions specified in Section 5.2 to have been satisfied, (C) the existence of a Default or an Event of Default, (D) the failure of any such request or deemed request for Revolving Loans to be made by the time otherwise required hereunder, (E) the date of such Mandatory Borrowing, or (F) any reduction in the Revolving Committed Amount or any other Person, termination of the Commitments. (iii) In the event that any Mandatory Borrowing cannot for any reason be made on the date otherwise required above (including, without limitation, any defense based on any failure as a result of the Borrower commencement of a proceeding under the Bankruptcy Code with respect to receive consideration or the legalityapplicable Borrower), validity, regularity or unenforceability then each such Lender hereby agrees that it shall forthwith fund (as of the Letter of Credit. Each Issuing Lender will promptly notify date the other Revolving Lenders of Mandatory Borrowing would otherwise have occurred, but adjusted for any payments received from the amount of applicable Borrower on or after such date and prior to such purchase) its Pro Rata Share in the outstanding L/C Obligations; provided, that in the event any unreimbursed drawing and each Revolving Lender shall promptly pay fail to fund its Pro Rata Share on the Administrative Agent for day the account of such Issuing LenderMandatory Borrowing would otherwise have occurred, in Dollars and in immediately available funds, then the amount of such Revolving Lender’s Revolving Commitment Percentage of such unreimbursed drawing. Such payment 's unfunded participation interest therein shall be made on the Business Day such notice is received by such Revolving Lender from the applicable Issuing Lender if such notice is received at or before 2:00 P.M., otherwise such payment shall be made at or before noon on the Business Day next succeeding the Business Day such notice is received. If such Revolving Lender does not pay such amount bear interest payable to the applicable Issuing Lender in full L/C Issuer upon such request, such Revolving Lender shall, on demand, pay to at the Administrative Agent for the account of such Issuing Lender interest on the unpaid amount during the period from the date of such drawing until such Revolving Lender pays such amount to such Issuing Lender in full at a rate per annum equal to, if paid within two (2) Business Days of the date of drawingsuch date, the Federal Funds Effective Rate Rate, and thereafter at a rate equal to the Alternate Base Rate. Each Revolving Lender’s obligation to make Simultaneously with the making of each such payment by a Lender to such L/C Issuer, such Lender shall, automatically and without any further action on the Issuing Lenderspart of such L/C Issuer or such Lender, and acquire a participation in an amount equal to such payment (excluding the right portion of such payment constituting interest owing to such L/C Issuer) in the related unreimbursed drawing portion of the Issuing L/C Obligation and in the interest thereon and shall have a claim against the applicable Borrower with respect thereto. Any payment by the Lenders pursuant to receive the same, shall be absolute and unconditional, this clause (iii) shall not be affected by any circumstance whatsoever and without regard to relieve or otherwise impair the termination of this Agreement or the Commitments hereunder, the existence of a Default or Event of Default or the acceleration obligations of the Obligations hereunder and shall be made without any offset, abatement, withholding or reduction whatsoeverapplicable Borrower to reimburse the applicable L/C Issuer under a Letter of Credit.

Reimbursement. In the event Borrower shall be irrevocably and unconditionally obligated forthwith without presentment, demand, protest or other formalities of any drawing under kind, to reimburse any L/C Issuer on demand in immediately available funds for any amounts paid by such L/C Issuer with respect to a Letter of Credit, including all reimbursement payments, Fees, Charges, costs and expenses paid by such L/C Issuer, without duplication of fees otherwise paid by Borrower. Borrower hereby authorizes and directs Agent, at Agent’s option, to debit Borrower’s account (by increasing the outstanding principal balance of the Revolving Credit Advances made to Borrower) in the amount of any payment made by an L/C Issuer with respect to any Letter of Credit, the applicable Issuing Lender will promptly notify the Borrower and the Administrative Agenta notice of Revolving Credit Advance requesting an Index Rate Loan in such amount shall be deemed to have been timely given on such date. The Borrower shall reimburse the applicable Issuing Lender on the day of drawing under All amounts paid by an L/C Issuer with respect to any Letter of Credit if notified prior to 3:00 P.M. on a Business Day or, if after 3:00 P.M., on the following Business Day (either that are not immediately repaid by Borrower with the proceeds of a Revolving Credit Advance or otherwise shall bear interest payable on demand at the interest rate applicable to Revolving Credit Advances which are Index Rate Loans plus, at the election of Agent or Requisite Revolving Lenders, an additional two percent (2.00%) per annum. Each Revolving Lender agrees to fund its Pro Rata Share of any Revolving Loan obtained hereunder or otherwise) in same day funds as provided herein or in made pursuant to this Section 2.1(c)(ii). In the LOC Documents. If the event Agent elects not to debit Borrower’s account and Borrower shall fail fails to reimburse the Issuing Lenders as provided herein, L/C Issuer in full on the unreimbursed amount of such drawing shall bear interest at a per annum rate equal to the Default Rate. Unless the Borrower shall immediately notify the applicable Issuing Lender and the Administrative Agent of its intent to otherwise reimburse such Issuing Lender, the Borrower shall be deemed to have requested a Mandatory LOC Borrowing (as defined in Section 2.3(e)) in the amount of the drawing as provided in subsection (e) hereof, the proceeds of which will be used to satisfy the Reimbursement Obligations. The Borrower’s Reimbursement Obligations hereunder shall be absolute and unconditional under all circumstances irrespective date of any rights payment in respect of set-off, counterclaim or defense to payment the Borrower may claim or have against the Issuing Lenders, the Administrative Agent, the Lenders, the beneficiary of the Letter of Credit drawn upon or any other Person, including, without limitation, any defense based on any failure of the Borrower to receive consideration or the legality, validity, regularity or unenforceability of the a Letter of Credit. Each Issuing Lender will , Agent shall promptly notify the other each Revolving Lenders Lender of the amount of any such unreimbursed drawing payment and the accrued interest thereon and each Revolving Lender, on the next Business Day prior to 2:00 p.m. (Chicago time), shall deliver to Agent an amount equal to its Pro Rata Share thereof in same day funds. Each Revolving Lender shall promptly hereby absolutely and unconditionally agrees to pay to the Administrative Agent for L/C Issuer upon demand by the account L/C Issuer such Revolving Lender’s Pro Rata Share of such Issuing Lendereach payment made by the L/C Issuer in respect of a Letter of Credit and reimbursed within one (1) Business Day by Borrower or satisfied through a debit of Borrower’s account. Each Revolving Lender acknowledges and agrees that its obligations pursuant to this subsection in respect of Letters of Credit are absolute and unconditional and shall not be affected by any circumstance whatsoever, including setoff, counterclaim, the occurrence and continuance of a Default or an Event of Default or any failure by Borrower to satisfy any of the conditions set forth in Dollars and in immediately Section 3.2. If any Revolving Lender fails to make available funds, to the L/C Issuer the amount of such Revolving Lender’s Revolving Commitment Percentage Pro Rata Share of such unreimbursed drawing. Such payment any payments made by the L/C Issuer in respect of a Letter of Credit as provided in this Section 2.1(c)(ii), the L/C Issuer shall be made entitled to recover such amount on the Business Day such notice is received by demand from such Revolving Lender from together with interest at the applicable Issuing Lender if such notice is received at or before 2:00 P.M., otherwise such payment shall be made at or before noon on the Business Day next succeeding the Business Day such notice is received. If such Revolving Lender does not pay such amount to the applicable Issuing Lender in full upon such request, such Revolving Lender shall, on demand, pay to the Administrative Agent for the account of such Issuing Lender interest on the unpaid amount during the period from the date of such drawing until such Revolving Lender pays such amount to such Issuing Lender in full at a rate per annum equal to, if paid within two (2) Business Days of the date of drawing, the Federal Funds Effective Rate and thereafter at a rate equal to the Alternate Base Index Rate. Each Revolving Lender’s obligation to make such payment to the Issuing Lenders, and the right of the Issuing Lenders to receive the same, shall be absolute and unconditional, shall not be affected by any circumstance whatsoever and without regard to the termination of this Agreement or the Commitments hereunder, the existence of a Default or Event of Default or the acceleration of the Obligations hereunder and shall be made without any offset, abatement, withholding or reduction whatsoever.

Reimbursement. In the event of any drawing under any Letter of Credit, the applicable Issuing Lender will promptly notify the Borrower and the Administrative Agent. The Borrower shall reimburse the applicable Issuing Lender on the day of drawing under any Letter of Credit if notified prior to 3:00 P.M. on a Business Day or, if after 3:00 P.M., on the following Business Day (either with the proceeds of a Revolving Loan obtained hereunder or otherwise) in same day funds as provided herein or in the LOC Documents. If the Borrower shall fail to reimburse the Issuing Lenders as provided herein, the unreimbursed amount of such drawing shall bear interest at a per annum rate equal to the Default Rate. Unless the Borrower shall immediately notify the applicable Agent and the Issuing Lender and that the Administrative Agent of its intent Borrower intends to otherwise reimburse the Issuing Lender for such Issuing Lenderdrawing, the Borrower shall be deemed to have requested that the Lenders make a Mandatory LOC Borrowing (as defined in Section 2.3(e)) Revolving Loan in the amount of the drawing as provided in subsection (e) hereofbelow on the related Letter of Credit, the proceeds of which will be used to satisfy the Reimbursement Obligationsrelated reimbursement obligations. The Borrower promises to reimburse the Issuing Lender on the day on which the Issuing Lender notifies the Borrower of a drawing under any Letter of Credit (either with the proceeds of a Revolving Loan obtained hereunder or deemed to have been requested hereunder or otherwise) in same day funds provided such notice is received by the Borrower from the Issuing Lender on or before 2:00 P.M. (Charlotte, North Carolina time) (otherwise such payment shall be made on or before 12:00 Noon (Charlotte, North Carolina time) on the Business Day next succeeding the day such notice is received). The Borrower hereby promises to pay to the Issuing Lender interest on the unreimbursed amount of any drawing under a Letter of Credit at a per annum rate equal to (i) for the first two (2) Business Days following the date of the related drawing, the Adjusted Base Rate and (ii) thereafter, the Adjusted Base Rate PLUS 2%. The Borrower’s Reimbursement Obligations 's reimbursement obligations hereunder shall be absolute and unconditional under all circumstances irrespective of any rights of set-offsetoff, counterclaim or defense to payment the Borrower may claim or have against the Issuing LendersLender (other than that the payment of such drawing by the Issuing Lender constituted gross negligence or willful misconduct on the part of the Issuing Lender), the Administrative Agent, the Lenders, the beneficiary of the Letter of Credit drawn upon or any other Person, including, including without limitation, limitation any defense based on any failure of the Borrower or any other Credit Party to receive consideration or the legality, validity, regularity or unenforceability of the Letter of Credit. Each The Issuing Lender will promptly notify the Agent, who shall in turn, promptly notify the other Revolving Lenders of the amount of any unreimbursed drawing and each Revolving Lender shall promptly pay to the Administrative Agent for the account of such the Issuing Lender, Lender in Dollars and in immediately available funds, the amount of such Revolving Lender’s Revolving Commitment Percentage 's pro rata share of such unreimbursed drawing. Such payment shall be made on the Business Day day such notice is received by such Revolving Lender from the applicable Issuing Lender Agent if such notice is received at or before 2:00 P.M.P.M. (Charlotte, North Carolina time), and otherwise such payment shall be made at or before noon 12:00 Noon (Charlotte, North Carolina time) on the Business Day next succeeding the Business Day day such notice is received. If such Revolving Lender does not pay such amount to the applicable Agent for the account of the Issuing Lender in full upon such request, such Revolving Lender shall, on demand, pay to the Administrative Agent for the account of such the Issuing Lender interest on the unpaid amount during the period from the date of such drawing until such Revolving Lender pays such amount to such the Agent for the account of the Issuing Lender in full at a rate per annum equal to, if paid within two (2) Business Days of the date that such Lender is required to make payments of drawingsuch amount pursuant to the preceding sentence, the Federal Funds Effective Rate and thereafter at a rate equal to the Alternate Base Rate. Each Revolving Lender’s 's obligation to make such payment to the Issuing LendersLender, and the right of the Issuing Lenders Lender to receive the same, shall be absolute and unconditional, shall not be affected by any circumstance whatsoever and without regard to the termination of this Credit Agreement or the Commitments hereunder, the existence of a Default or Event of Default or the acceleration of the Obligations obligations of the Borrower hereunder and shall be made without any offset, abatement, withholding or reduction whatsoever. Simultaneously with the making of each such payment by a Lender to the Agent for the account of the Issuing Lender, such Lender shall, automatically and without any further action on the part of the Issuing Lender or such Lender, acquire a Participation Interest in an amount equal to such payment (excluding the portion of such payment constituting interest owing to the Issuing Lender) in the related unreimbursed drawing portion of the LOC Obligation and in the interest thereon and in the related LOC Documents, and shall have a claim against the Borrower with respect thereto.

Reimbursement. In the event of any drawing under any Letter of Credit, the applicable Issuing Lender will promptly notify the Borrower. Unless the Borrower and shall immediately notify the Administrative AgentIssuing Lender that the Borrower intends to otherwise reimburse the Issuing Lender for such drawing, the Borrower shall be deemed to have requested that the Lenders make a Revolving Loan in the amount of the drawing as provided in subsection (e) below on the related Letter of Credit, the proceeds of which will be used to satisfy the related reimbursement obligations. The Borrower shall promises to reimburse the applicable Issuing Lender on the day of drawing under any Letter of Credit if notified prior to 3:00 P.M. on a Business Day or, if after 3:00 P.M., on the following Business Day (either with the proceeds of a Revolving Loan obtained hereunder or otherwise) in same day funds as provided herein or in the LOC Documentsfunds. If the Borrower shall fail to reimburse the Issuing Lenders Lender as provided hereinhereinabove, the unreimbursed amount of such drawing shall bear interest at a per annum rate equal to the Default Rate. Unless the Borrower shall immediately notify the applicable Issuing Lender and the Administrative Agent of its intent to otherwise reimburse such Issuing Lender, the Borrower shall be deemed to have requested a Mandatory LOC Borrowing (as defined in Section 2.3(e)) in the amount of the drawing as provided in subsection (e) hereof, the proceeds of which will be used to satisfy the Reimbursement ObligationsAdjusted Base Rate PLUS 2%. The Borrower’s Reimbursement Obligations 's reimbursement obligations hereunder shall be absolute and unconditional under all circumstances irrespective of any rights of set-offsetoff, counterclaim or defense to payment the Borrower may claim or have against the Issuing LendersLender, the Administrative Agent, the Lenders, the beneficiary of the Letter of Credit drawn upon or any other Person, including, including without limitation, limitation any defense based on any failure of the Borrower or any other Credit Party to receive consideration or the legality, validity, regularity or unenforceability of the Letter of Credit. Each The Issuing Lender will promptly notify the other Revolving Lenders of the amount of any unreimbursed drawing and each Revolving Lender shall promptly pay to the Administrative Agent for the account of such the Issuing Lender, Lender in Dollars and in immediately available funds, the amount of such Revolving Lender’s Revolving Commitment Percentage 's pro rata share of such unreimbursed drawing. Such payment shall be made on the Business Day day such notice is received by such Revolving Lender from the applicable Issuing Lender if such notice is received at or before 2:00 P.M.P.M. (Charlotte, North Carolina time) otherwise such payment shall be made at or before noon 12:00 Noon (Charlotte, North Carolina time) on the Business Day next succeeding the Business Day day such notice is received. If such Revolving Lender does not pay such amount to the applicable Issuing Lender in full upon such request, such Revolving Lender shall, on demand, pay to the Administrative Agent for the account of such the Issuing Lender interest on the unpaid amount during the period from the date of such drawing until such Revolving Lender pays such amount to such the Issuing Lender in full at a rate per annum equal to, if paid within two (2) Business Days of the date that such Lender is required to make payments of drawingsuch amount pursuant to the preceding sentence, the Federal Funds Effective Rate and thereafter at a rate equal to the Alternate Base Rate. Each Revolving Lender’s 's obligation to make such payment to the Issuing LendersLender, and the right of the Issuing Lenders Lender to receive the same, shall be absolute and unconditional, shall not be affected by any circumstance whatsoever and without regard to the termination of this Credit Agreement or the Commitments hereunder, the existence of a Default or Event of Default or the acceleration of the Obligations obligations of the Borrower hereunder and shall be made without any offset, abatement, withholding or reduction whatsoever. Simultaneously with the making of each such payment by a Lender to the Issuing Lender, such Lender shall, automatically and without any further action on the part of the Issuing Lender or such Lender, acquire a Participation Interest in an amount equal to such payment (excluding the portion of such payment constituting interest owing to the Issuing Lender) in the related unreimbursed drawing portion of the LOC Obligation and in the interest thereon and in the related LOC Documents, and shall have a claim against the Borrower with respect thereto.

Reimbursement. In (a) Whenever any Lender shall sustain or incur any losses or reasonable out-of-pocket expenses in connection with (i) failure by the event Borrower to borrow, Convert or Continue any LIBOR Advance after having given notice of its intention to borrow, Convert or Continue in accordance with Section 2.2 hereof (whether by reason of the Borrower's election not to proceed or the non-fulfillment of any drawing under of the conditions set forth in Article 3 hereof), or (ii) prepayment (or failure to prepay after giving notice thereof) of any Letter of Credit, the applicable Issuing Lender will promptly notify the Borrower and the Administrative Agent. The Borrower shall reimburse the applicable Issuing Lender on the day of drawing under any Letter of Credit if notified prior to 3:00 P.M. on a Business Day or, if after 3:00 P.M., on the following Business Day (either with the proceeds of a Revolving Loan obtained hereunder or otherwise) LIBOR Advance in same day funds as provided herein whole or in the LOC Documents. If the Borrower shall fail to reimburse the Issuing Lenders as provided herein, the unreimbursed amount of such drawing shall bear interest at a per annum rate equal to the Default Rate. Unless the Borrower shall immediately notify the applicable Issuing Lender and the Administrative Agent of its intent to otherwise reimburse such Issuing Lenderpart for any reason, the Borrower shall be deemed agrees to have requested a Mandatory LOC Borrowing (as defined in Section 2.3(e)) in the pay to such Lender, upon such Lender's demand, an amount of the drawing as provided in subsection (e) hereof, the proceeds of which will be used sufficient to satisfy the Reimbursement Obligationscompensate such Lender for all such losses and out-of-pocket expenses. The Borrower’s Reimbursement Obligations hereunder shall be absolute and unconditional under all circumstances irrespective of any rights of set-off, counterclaim or defense to payment the Borrower may claim or have against the Issuing Lenders, the Administrative Agent, the Lenders, the beneficiary of the Letter of Credit drawn upon or any other Person, including, without limitation, any defense based on any failure of the Borrower to receive consideration or the legality, validity, regularity or unenforceability of the Letter of Credit. Each Issuing Lender will promptly notify the other Revolving Lenders Such Lender's good faith determination of the amount of any unreimbursed drawing such losses or reasonable out-of-pocket expenses, as set forth in writing and each Revolving Lender shall promptly pay accompanied by calculations in reasonable detail demonstrating the basis (which need not reflect the purchase of deposits in the relevant market bearing interest at the rate applicable to such Advance and having a maturity identical to the Administrative Agent Interest Period for the account of such Issuing Lender, in Dollars and in immediately available funds, the amount of such Revolving Lender’s Revolving Commitment Percentage of such unreimbursed drawing. Such payment shall be made on the Business Day such notice is received by such Revolving Lender from the applicable Issuing Lender if such notice is received at or before 2:00 P.M., otherwise such payment shall be made at or before noon on the Business Day next succeeding the Business Day such notice is received. If such Revolving Lender does not pay such amount to the applicable Issuing Lender in full upon such request, such Revolving Lender shall, on Advance) for its demand, pay to the Administrative Agent for the account of such Issuing Lender interest on the unpaid amount during the period from the date of such drawing until such Revolving Lender pays such amount to such Issuing Lender in full at a rate per annum equal to, if paid within two (2) Business Days of the date of drawing, the Federal Funds Effective Rate and thereafter at a rate equal to the Alternate Base Rate. Each Revolving Lender’s obligation to make such payment to the Issuing Lenders, and the right of the Issuing Lenders to receive the same, shall be absolute and unconditionalpresumptively correct absent manifest error. (b) Losses subject to reimbursement hereunder shall include, shall not be affected without limiting the generality of the foregoing, lost margins, expenses incurred by any circumstance whatsoever Lender or any participant of such Lender permitted hereunder in connection with the re-employment of funds prepaid, paid, repaid, not borrowed, or not paid, as the case may be, and without regard to will be payable whether the termination Revolving Loan Maturity Date, Term Loan A Maturity Date, Term Loan B Maturity Date, Term Loan C Maturity Date and Incremental Facility Maturity Date, as applicable is changed by virtue of this Agreement an amendment hereto (unless such amendment expressly waives such payment) or the Commitments hereunder, the existence as a result of a Default or Event of Default or the acceleration of the Obligations hereunder and shall be made without any offset, abatement, withholding or reduction whatsoeverObligations.

Reimbursement. In the event of any drawing under any Letter of Credit, the applicable Issuing Lender will promptly notify the Borrower and the Administrative Agent. The Borrower shall reimburse the applicable Issuing Lender on the day of drawing under any Letter of Credit if notified prior to 3:00 1:00 P.M. on a Business Day or, if after 3:00 1:00 P.M., on the following Business Day (either with the proceeds of a Revolving Loan obtained hereunder or otherwise) in same day funds as provided herein or in the LOC Documents. If the Borrower shall fail to reimburse the Issuing Lenders Lender as provided herein, the unreimbursed amount of such drawing shall automatically bear interest at a per annum rate equal to the Default Rate. Unless the Borrower shall immediately notify the applicable Issuing Lender and the Administrative Agent of its intent to otherwise reimburse such the Issuing Lender, the Borrower shall be deemed to have requested a Mandatory LOC Borrowing (as defined in Section 2.3(e)) in the amount of the drawing as provided in subsection (e) hereof, the proceeds of which will be used to satisfy the Reimbursement Obligations. The Borrower’s Reimbursement Obligations hereunder shall be absolute and unconditional under all circumstances irrespective of any rights of set-off, counterclaim or defense to payment the Borrower may claim or have against the Issuing LendersLender, the Administrative Agent, the Lenders, the beneficiary of the Letter of Credit drawn upon or any other Person, including, without limitation, any defense based on any failure of the Borrower to receive consideration or the legality, validity, regularity or unenforceability of the Letter of Credit. Each Issuing Lender The Administrative Agent will promptly notify the other Revolving Lenders of the amount of any unreimbursed drawing and each Revolving Lender shall promptly pay to the Administrative Agent for the account of such the Issuing Lender, in Dollars and in immediately available funds, the amount of such Revolving Lender’s Revolving Commitment Percentage of such unreimbursed drawing. Such payment shall be made on the Business Day such notice is received by such Revolving Lender from the applicable Issuing Lender Administrative Agent if such notice is received at or before 2:00 P.M., otherwise such payment shall be made at or before noon 12:00 P.M. on the Business Day next succeeding the Business Day such notice is received. If such Revolving Lender does not pay such amount to the applicable Administrative Agent for the account of the Issuing Lender in full upon such request, such Revolving Lender shall, on demand, pay to the Administrative Agent for the account of such the Issuing Lender interest on the unpaid amount during the period from the date of such drawing until such Revolving Lender pays such amount to such the Administrative Agent for the account of the Issuing Lender in full at a rate per annum equal to, if paid within two (2) Business Days of the date of drawing, the Federal Funds Effective Rate and thereafter at a rate equal to the Alternate Base Rate. Each Revolving Lender’s obligation to make such payment to the Issuing LendersLender, and the right of the Issuing Lenders Lender to receive the same, shall be absolute and unconditional, shall not be affected by any circumstance whatsoever and without regard to the termination of this Agreement or the Commitments hereunder, the existence of a Default or Event of Default or the acceleration of the Obligations hereunder and shall be made without any offset, abatement, withholding or reduction whatsoever.

Reimbursement. In the event of any drawing under any Letter of Credit, the applicable Issuing Lender will promptly notify the Borrower Company and the Administrative Agent. The Borrower Company shall reimburse the applicable Issuing Lender on the day of drawing under any Letter of Credit if notified prior to 3:00 P.M. on a Business Day or, if after 3:00 P.M., on the following Business Day (either with the proceeds of a Revolving Loan obtained hereunder or otherwise) in same day funds as provided herein or in the LOC Documents. If the Borrower Company shall fail to reimburse the Issuing Lenders Lender as provided herein, the unreimbursed amount of such drawing shall automatically bear interest at a per annum rate equal to the Default Rate. Unless the Borrower Company shall immediately notify the applicable Issuing Lender and the Administrative Agent of its intent to otherwise reimburse such the Issuing Lender, the Borrower Company shall be deemed to have requested a Mandatory LOC Borrowing (as defined in Section 2.3(e)) in the amount of the drawing as provided in subsection (e) hereof, the proceeds of which will be used to satisfy the Reimbursement Obligations. The BorrowerCompany’s Reimbursement Obligations hereunder shall be absolute and unconditional under all circumstances irrespective of any rights of set-off, counterclaim or defense to payment the Borrower Company may claim or have against the Issuing LendersLender, the Administrative Agent, the Lenders, the beneficiary of the Letter of Credit drawn upon or any other Person, including, without limitation, any defense based on any failure of the Borrower Company to receive consideration or the legality, validity, regularity or unenforceability of the Letter of Credit. Each Issuing Lender The Administrative Agent will promptly notify the other Revolving Lenders of the amount of any unreimbursed drawing and each Revolving Lender shall promptly pay to the Administrative Agent Agent, for the account of such the Issuing Lender, in Dollars and in immediately available funds, the amount Dollar Equivalent of such Revolving Lender’s Revolving Commitment Percentage of such unreimbursed drawing. Such payment shall be made on the Business Day such notice is received by such Revolving Lender from the applicable Issuing Lender if such notice is received at or before 2:00 P.M., otherwise such payment shall be made at or before noon 12:00 P.M. on the Business Day next succeeding the Business Day such notice is receivedreceived by the Revolving Lenders from the Administrative Agent. If such Revolving Lender does not pay such amount to the applicable Administrative Agent for the account of the Issuing Lender in full upon such request, such Revolving Lender shall, on demand, pay to the Administrative Agent for the account of such the Issuing Lender interest on the unpaid amount during the period from the date of such drawing until such Revolving Lender pays such amount to such the Administrative Agent for the account of the Issuing Lender in full at a rate per annum equal to, if paid within two (2) Business Days of the date of drawing, the Federal Funds Effective Rate and thereafter at a rate equal to the Alternate Base Rate. Each Revolving Lender’s obligation to make such payment to the Issuing LendersLender, and the right of the Issuing Lenders Lender to receive the same, shall be absolute and unconditional, shall not be affected by any circumstance whatsoever and without regard to the termination of this Agreement or the Commitments hereunder, the existence of a Default or Event of Default or the acceleration of the Obligations hereunder and shall be made without any offset, abatement, withholding or reduction whatsoever.

Reimbursement. In the event of any drawing under any Letter of Credit, the applicable Issuing Lender will promptly notify the Borrower and the Administrative Agent. The Borrower shall reimburse the applicable Issuing Lender on the first Business Day after the day of any drawing under any Letter of Credit if notified prior to 3:00 P.M. on a Business Day or, if after 3:00 P.M., on is duly honored by the following Business Day Issuing Lender (either with the proceeds of a Revolving Loan obtained hereunder or otherwise) in same day funds as provided herein or in the LOC Documents. If the Borrower shall fail to reimburse the Issuing Lenders Lender as provided herein, the unreimbursed amount of such drawing shall bear interest at a per annum rate equal to the Default Alternate Base Rate plus the Applicable Rate. Unless the Borrower shall immediately notify the applicable Issuing Lender and the Administrative Agent of its intent to otherwise reimburse such the Issuing Lender, the Borrower shall be deemed to have requested a Mandatory LOC Borrowing (as defined in Section 2.3(e)) Revolving Loan in the amount of the drawing as provided in subsection (ev) hereofbelow, the proceeds of which will be used to satisfy the Reimbursement Obligationsreimbursement obligations. The Borrower’s Reimbursement Obligations 's reimbursement obligations hereunder shall be absolute and unconditional under all circumstances irrespective of any rights of set-off, counterclaim or defense to payment the Borrower may claim or have against the Issuing LendersLender, the Administrative Agent, the Lenders, the beneficiary of the Letter of Credit drawn upon or any other Person, including, including without limitation, limitation any defense based on any failure of the Borrower to receive consideration or the legality, validity, regularity or unenforceability of the Letter of Credit. Each The Issuing Lender will promptly notify the other Revolving Lenders of the amount of any unreimbursed drawing and each Revolving Lender shall promptly pay to the Administrative Agent for the account of such the Issuing Lender, Lender in Dollars dollars and in immediately available funds, the amount of such Revolving Lender’s Revolving 's LOC Commitment Percentage of such unreimbursed drawing. Such payment shall be made on the Business Day day such notice is received by such Revolving Lender from the applicable Issuing Lender if such notice is received at or before 2:00 P.M.p.m., New York city time, otherwise such payment shall be made at or before noon 12:00 Noon, New York city time, on the Business Day next succeeding the Business Day day such notice is received. If such Revolving Lender does not pay such amount to the applicable Issuing Lender in full upon such request, such Revolving Lender shall, on demand, pay to the Administrative Agent for the account of such the Issuing Lender interest on the unpaid amount during the period from the date of such drawing until such Revolving Lender pays such amount to such the Issuing Lender in full at a rate per annum equal to, if paid within two (2) Business Days of the date of drawing, the Federal Funds Effective Rate and thereafter at a rate equal to the Alternate Base Rate. Each Revolving Lender’s 's obligation to make such payment to the Issuing LendersLender, and the right of the Issuing Lenders Lender to receive the same, shall be absolute and unconditional, shall not be affected by any circumstance whatsoever and without regard to the termination of this Agreement or the Commitments hereunder, the existence of a Default or Event of Default or the acceleration of the Obligations hereunder and shall be made without any offset, abatement, withholding or reduction whatsoever.

Reimbursement. In the event of any drawing under any Letter of Credit, the applicable Issuing Lender will promptly notify the Borrower and the Administrative Agent. The Borrower shall reimburse the applicable Issuing Lender on the day of drawing under any Letter of Credit if notified prior to 3:00 P.M. on a Business Day or, if after 3:00 P.M., on the following Business Day (either with the proceeds of a Revolving Loan obtained hereunder or otherwise) in same day funds as provided herein or in the LOC Documents. If the Borrower shall fail to reimburse the Issuing Lenders Lender as provided herein, the unreimbursed amount of such drawing shall automatically bear interest at a per annum rate equal to the Default Rate. Unless the Borrower shall immediately notify the applicable Issuing Lender and the Administrative Agent of its intent to otherwise reimburse such the Issuing Lender, the Borrower shall be deemed to have requested a Mandatory LOC Borrowing (as defined in Section 2.3(e)) in the amount of the drawing as provided in subsection (e) hereof, the proceeds of which will be used to satisfy the Reimbursement Obligations, in which event any such drawing shall not automatically bear interest at the Default Rate. The Borrower’s Reimbursement Obligations hereunder shall be absolute and unconditional under all circumstances irrespective of any rights of set-off, counterclaim or defense to payment the Borrower may claim or have against the Issuing LendersLender, the Administrative Agent, the Lenders, the beneficiary of the Letter of Credit drawn upon or any other Person, including, without limitation, any defense based on any failure of the Borrower to receive consideration or the legality, validity, regularity or unenforceability of the Letter of Credit. Each Issuing Lender The Administrative Agent will promptly notify the other Revolving Lenders of the amount of any unreimbursed drawing and each Revolving Lender shall promptly pay to the Administrative Agent for the account of such the Issuing Lender, in Dollars and in immediately available funds, the amount of such Revolving Lender’s Revolving Commitment Percentage of such unreimbursed drawing. Such payment shall be made on the Business Day such notice is received by such Revolving Lender from the applicable Issuing Lender Administrative Agent if such notice is received at or before 2:00 P.M., otherwise such payment shall be made at or before noon 12:00 P.M. on the Business Day next succeeding the Business Day such notice is received. If such Revolving Lender does not pay such amount to the applicable Administrative Agent for the account of the Issuing Lender in full upon such request, such Revolving Lender shall, on demand, pay to the Administrative Agent for the account of such the Issuing Lender interest on the unpaid amount during the period from the date of such drawing until such Revolving Lender pays such amount to such the Administrative Agent for the account of the Issuing Lender in full at a rate per annum equal to, if paid within two (2) Business Days of the date of drawing, the Federal Funds Effective Rate and thereafter at a rate equal to the Alternate Base Rate. Each Revolving Lender’s obligation to make such payment to the Issuing LendersLender, and the right of the Issuing Lenders Lender to receive the same, shall be absolute and unconditional, shall not be affected by any circumstance whatsoever and without regard to the termination of this Agreement or the Commitments hereunder, the existence of a Default or Event of Default or the acceleration of the Obligations hereunder and shall be made without any offset, abatement, withholding or reduction whatsoever.

Reimbursement. In the event of any drawing under any Letter of Credit, the applicable Issuing Lender will promptly notify the Borrower Administrative Agent and the Company. Unless the Company shall immediately notify the Administrative AgentAgent and the Issuing Lender that the Company intends to otherwise reimburse the Issuing Lender through the Administrative Agent for such drawing, the Company shall be deemed to have requested that the Lenders make Revolving Loans totaling the amount of the drawing as provided in subsection (e) below on the related Letter of Credit, the proceeds of which will be used to satisfy the related reimbursement obligations. The Borrower shall Company promises to reimburse the applicable Issuing Lender on the day Business Day of any drawing under any Letter of Credit if notified prior to 3:00 P.M. on a Business Day or, if after 3:00 P.M., on the following Business Day (either with the proceeds of a Revolving Loan obtained hereunder or otherwise) in same day funds as provided herein or in the LOC Documentsfunds. If the Borrower Company shall fail to reimburse the Issuing Lenders Lender as provided hereinhereinabove, the unreimbursed amount of such drawing shall bear interest at a per annum rate equal to the Default Rate. Unless ABR plus the Borrower shall immediately notify the applicable Issuing Lender and the Administrative Agent of its intent to otherwise reimburse such Issuing Lender, the Borrower shall be deemed to have requested a Mandatory LOC Borrowing (as defined in Section 2.3(e)) in the amount of the drawing as provided in subsection (e) hereof, the proceeds of which will be used to satisfy the Reimbursement ObligationsApplicable Margin for ABR Loans that are Revolving Loans plus 2%. The Borrower’s Reimbursement Obligations Company's reimbursement obligations hereunder shall be absolute and unconditional under all circumstances irrespective of any rights of set-offsetoff, counterclaim or defense to payment the Borrower Company may claim or have against the Issuing LendersLender, the Administrative Agent, the Lenders, the beneficiary of the Letter of Credit drawn upon or any other Person, including, including without limitation, limitation any defense based on any failure of the Borrower Company or any of its Consolidated Subsidiaries to receive consideration or the legality, validity, regularity or unenforceability of the Letter of Credit. Each The Issuing Lender will promptly notify the other Revolving Lenders Administrative Agent of the amount of any unreimbursed drawing and each Revolving the Administrative Agent shall promptly notify the Lenders of such amount of any unreimbursed drawing. Each Lender shall promptly pay to the Administrative Agent for the account of such the Issuing Lender, in Dollars and Lender in immediately available funds, the amount of such Revolving Lender’s Revolving Commitment Percentage 's Pro Rata Share of such unreimbursed drawing. Such payment shall be made on the Business Day day such notice is received by such Revolving Lender from the applicable Issuing Lender Administrative Agent if such notice is received at or before 2:00 P.M.P.M. (New York, New York time); otherwise such payment shall be made at or before noon 12:00 Noon (New York, New York time) on the Business Day next succeeding the Business Day day such notice is received. If such Revolving Lender does not pay such amount to the applicable Administrative Agent for the account of the Issuing Lender in full upon such request, such Revolving Lender shall, on demand, pay to the Administrative Agent for the account of such the Issuing Lender interest on the unpaid amount during the period from the date of such drawing until such Revolving Lender pays such amount to such the Administrative Agent for the account of the Issuing Lender in full at a rate per annum equal to, if paid within two (2) Business Days of the date that such Lender is required to make payments of drawingsuch amount pursuant to the preceding sentence, the Federal Funds Effective Rate (as defined in the definition of "ABR") and thereafter at a rate equal to the Alternate Base RateABR. Each Revolving Lender’s 's obligation to make such payment to the Administrative Agent for the benefit of the Issuing LendersLender, and the right of the Issuing Lenders Lender to receive the same, shall be absolute and unconditional, shall not be affected by any circumstance whatsoever and without regard to the termination of this Agreement or the Commitments hereunder, the existence of a Default or Event of Default or the acceleration of the Obligations obligations of the Company hereunder and shall be made without any offset, abatement, withholding or reduction whatsoever. Simultaneously with the making of each such payment by a Lender to the Issuing Lender (through the Administrative Agent), such Lender shall, automatically and without any further action on the part of the Issuing Lender or such Lender, acquire a Participation Interest in an amount equal to such payment (excluding the portion of such payment constituting interest owing to the Issuing Lender) in the related unreimbursed drawing portion of the LOC Obligation and in the interest thereon and in the related LOC Documents, and shall have a claim against the Company with respect thereto.

Reimbursement. In the event of any drawing under any Letter of Credit, the applicable Issuing Lender will promptly notify the Borrower. Unless the Borrower and shall immediately notify the Administrative AgentIssuing Lender that the Borrower intends to otherwise reimburse the Issuing Lender for such drawing, the Borrower shall be deemed to have requested that the Lenders make a Loan in the amount of the drawing as provided in subsection (e) below on the related Letter of Credit, the proceeds of which will be used to satisfy the related reimbursement obligations. The Borrower shall promises to reimburse the applicable Issuing Lender on the day of drawing under any Letter of Credit if notified prior to 3:00 P.M. on a Business Day or, if after 3:00 P.M., on the following Business Day (either with the proceeds of a Revolving Loan obtained hereunder or otherwise) in same day funds as provided herein or in the LOC Documentsfunds. If the Borrower shall fail to reimburse the Issuing Lenders Lender as provided hereinhereinabove, the unreimbursed amount of such drawing shall bear interest at a per annum rate equal to the Default Rate. Unless the Borrower shall immediately notify the applicable Issuing Lender and the Administrative Agent of its intent to otherwise reimburse such Issuing Lender, the Borrower shall be deemed to have requested a Mandatory LOC Borrowing (as defined in Section 2.3(e)) in the amount of the drawing as provided in subsection (e) hereof, the proceeds of which will be used to satisfy the Reimbursement ObligationsBase Rate plus 2%. The Borrower’s Reimbursement Obligations 's reimbursement obligations hereunder shall be absolute and unconditional under all circumstances irrespective of any rights of set-offsetoff, counterclaim or defense to payment the Borrower may claim or have against the Issuing LendersLender, the Administrative Agent, the Lenders, the beneficiary of the Letter of Credit drawn upon or any other Person, including, including without limitation, limitation any defense based on any failure of the Borrower or any other Credit Party to receive consideration or the legality, validity, regularity or unenforceability of the Letter of Credit. Each The Issuing Lender will promptly notify the other Revolving Lenders of the amount of any unreimbursed drawing and each Revolving Lender shall promptly pay to the Administrative Agent for the account of such the Issuing Lender, Lender in Dollars and in immediately available funds, the amount of such Revolving Lender’s Revolving Commitment Percentage 's pro rata share of such unreimbursed drawing. Such payment shall be made on the Business Day day such notice is received by such Revolving Lender from the applicable Issuing Lender if such notice is received at or before 2:00 P.M.P.M. (Charlotte, North Carolina time) otherwise such payment shall be made at or before noon 12:00 Noon (Charlotte, North Carolina time) on the Business Day next succeeding the Business Day day such notice is received. If such Revolving Lender does not pay such amount to the applicable Issuing Lender in full upon such request, such Revolving Lender shall, on demand, pay to the Administrative Agent for the account of such the Issuing Lender interest on the unpaid amount during the period from the date of such drawing until such Revolving Lender pays such amount to such the Issuing Lender in full at a rate per annum equal to, if paid within two (2) Business Days of the date that such Lender is required to make payments of drawingsuch amount pursuant to the preceding sentence, the Federal Funds Effective Rate and thereafter at a rate equal to the Alternate Base Rate. Each Revolving Lender’s 's obligation to make such payment to the Issuing LendersLender, and the right of the Issuing Lenders Lender to receive the same, shall be absolute and unconditional, shall not be affected by any circumstance whatsoever and without regard to the termination of this Credit Agreement or the Commitments hereunder, the existence of a Default or Event of Default or the acceleration of the Obligations obligations of the Borrower hereunder and shall be made without any offset, abatement, withholding or reduction whatsoever. Simultaneously with the making of each such payment by a Lender to the Issuing Lender, such Lender shall, automatically and without any further action on the part of the Issuing Lender or such Lender, acquire a Participation Interest in an amount equal to such payment (excluding the portion of such payment constituting interest owing to the Issuing Lender) in the related unreimbursed drawing portion of the LOC Obligation and in the interest thereon and in the related LOC Documents, and shall have a claim against the Borrower with respect thereto.

Reimbursement. In the event of any drawing under any Letter of Credit, the applicable Issuing Lender will promptly notify the Borrower and the Administrative Agent. The Borrower shall reimburse the applicable Issuing Lender on the day of drawing under any Letter of Credit if notified prior to 3:00 P.M. on a Business Day or, if after 3:00 P.M., on the following Business Day (either with the proceeds of a Revolving Loan obtained hereunder or otherwise) in same day funds as provided herein or in the LOC Documents. If the Borrower shall fail to reimburse the Issuing Lenders Lender as provided herein, the unreimbursed amount of such drawing shall automatically bear interest at a per annum rate equal to the Default Rate. Unless the Borrower shall immediately notify the applicable Issuing Lender and the Administrative Agent of its intent to otherwise reimburse such the Issuing Lender, the Borrower shall be deemed to have requested a Mandatory LOC Borrowing (as defined in Section 2.3(e)) in the amount of the drawing as provided in subsection (e) hereof, the proceeds of which will be used to satisfy the Reimbursement Obligations. The Borrower’s Reimbursement Obligations hereunder shall be absolute and unconditional under all circumstances irrespective of any rights of set-off, counterclaim or defense to payment the Borrower may claim or have against the Issuing LendersLender, the Administrative Agent, the Lenders, the beneficiary of the Letter of Credit drawn upon or any other Person, including, without limitation, any defense based on any failure of the Borrower to receive consideration or the legality, validity, regularity or unenforceability of the Letter of Credit. Each Issuing Lender The Administrative Agent will promptly notify the other Revolving Lenders of the amount of any unreimbursed drawing and each Revolving Lender shall promptly pay to the Administrative Agent for the account of such the Issuing Lender, in Dollars and in immediately available funds, the amount of such Revolving Lender’s Revolving Commitment Percentage of such unreimbursed drawing. Such payment shall be made on the Business Day such notice is received by such Revolving Lender from the applicable Issuing Lender Administrative Agent if such notice is received at or before 2:00 P.M., otherwise such payment shall be made at or before noon 12:00 P.M. on the Business Day next succeeding the Business Day such notice is received. If such Revolving Lender does not pay such amount to the applicable Administrative Agent for the account of the Issuing Lender in full upon such request, such Revolving Lender shall, on demand, pay to the Administrative Agent for the account of such the Issuing Lender interest on the unpaid amount during the period from the date of such drawing until such Revolving Lender pays such amount to such the Administrative Agent for the account of the Issuing Lender in full at a rate per annum equal to, if paid within two (2) Business Days of the date of drawing, the Federal Funds Effective Rate and thereafter at a rate equal to the Alternate Base Rate. Each Revolving Lender’s obligation to make such payment to the Issuing LendersLender, and the right of the Issuing Lenders Lender to receive the same, shall be absolute and unconditional, shall not be affected by any circumstance whatsoever and without regard to the termination of this Agreement or the Commitments hereunder, the existence of a Default or Event of Default or the acceleration of the Obligations hereunder and shall be made without any offset, abatement, withholding or reduction whatsoever.

Reimbursement. In the event of any drawing under any Letter of Credit, the applicable Issuing Lender will promptly notify the Borrower and the Administrative Agent. The Borrower shall reimburse the applicable Issuing Lender on the day of drawing under any Letter of Credit if notified prior to 3:00 P.M. on a Business Day or, if after 3:00 P.M., on the following Business Day (either with the proceeds of a Revolving Loan obtained hereunder or otherwise) if it receives such notice from the Issuing Lender at or before 2:00 P.M. (Charlotte, North Carolina time) in same day funds as provided herein or in the LOC Documents. If the Borrower shall fail to reimburse the Issuing Lenders Lender as provided herein, the unreimbursed amount of such drawing shall bear interest at a per annum rate equal to the Default RateAlternate Base Rate plus the Applicable Percentage plus two percent (2%). Unless the Borrower shall immediately notify the applicable Issuing Lender and the Administrative Agent of its intent to otherwise reimburse such the Issuing Lender, the Borrower shall be deemed to have requested a Mandatory LOC Borrowing (as defined in Section 2.3(e)) Revolving Loan in the amount of the drawing as provided in subsection (e) hereof, the proceeds of which will be used to satisfy the Reimbursement Obligationsreimbursement obligations. The Borrower’s Reimbursement Obligations reimbursement obligations hereunder shall be absolute and unconditional under all circumstances irrespective of any rights of set-off, counterclaim or defense to of payment the Borrower may claim or have against the Issuing LendersLender, the Administrative Agent, the Lenders, the beneficiary of the Letter of Credit drawn upon or any other Person, including, including without limitation, limitation any defense based on any failure of the Borrower to receive consideration or the legality, validity, regularity or unenforceability of the Letter of Credit. Each The Issuing Lender will promptly notify the other Revolving Lenders of the amount of any unreimbursed drawing and each Revolving Lender shall promptly pay to the Administrative Agent for the account of such the Issuing Lender, Lender in Dollars and in immediately available funds, the amount of such Revolving Lender’s Revolving Commitment Percentage of such unreimbursed drawing. Such payment shall be made on the Business Day day such notice is received by such Revolving Lender from the applicable Issuing Lender if such notice is received at or before 2:00 P.M.P.M. (Charlotte, North Carolina time), otherwise such payment shall be made at or before noon 12:00 Noon (Charlotte, North Carolina time) on the Business Day next succeeding the Business Day day such notice is received. If such Revolving Lender does not pay such amount to the applicable Issuing Lender in full upon such request, such Revolving Lender shall, on demand, pay to the Administrative Agent for the account of such the Issuing Lender interest on the unpaid amount during the period from the date of such drawing until such Revolving Lender pays such amount to such the Issuing Lender in full at a rate per annum equal to, if paid within two (2) Business Days of the date of drawing, the Federal Funds Effective Rate and thereafter at a rate equal to the Alternate Base Rate. Each Revolving Lender’s obligation to make such payment to the Issuing LendersLender, and the right of the Issuing Lenders Lender to receive the same, shall be absolute and unconditional, shall not be affected by any circumstance whatsoever and without regard to the termination of this Credit Agreement or the Commitments hereunder, the existence of a Default or Event of Default or the acceleration of the Credit Party Obligations hereunder and shall be made without any offset, abatement, withholding or reduction whatsoever.

Reimbursement. In the event of any drawing under any Letter of Credit, the applicable Issuing Lender Bank will promptly notify the Borrower. Unless the Borrower and shall immediately notify the Administrative AgentIssuing Bank that the Borrower intends to otherwise reimburse the Issuing Bank for such drawing, the Borrower shall be deemed to have requested that the Lenders make a Revolving Loan in the amount of the drawing as provided in Section 3.5 on the related Letter of Credit, the proceeds of which will be used to satisfy the related reimbursement obligations. The Borrower shall promises to reimburse the applicable Issuing Lender Bank on the day of drawing under any Letter of Credit if notified prior to 3:00 P.M. on a Business Day or, if after 3:00 P.M., on the following Business Day (either with the proceeds of a Revolving Loan obtained hereunder or otherwise) in same day funds as provided herein or in the LOC Documentsfunds. If the Borrower shall fail to reimburse the Issuing Lenders Bank as provided hereinhereinabove, the unreimbursed amount of such drawing shall bear interest at a per annum rate equal to the Default Rate. Unless Base Rate plus the Borrower shall immediately notify sum of (i) the applicable Issuing Lender Applicable Percentage for Base Rate Loans and the Administrative Agent of its intent to otherwise reimburse such Issuing Lender, the Borrower shall be deemed to have requested a Mandatory LOC Borrowing (as defined in Section 2.3(eii) two percent (2%)) in the amount of the drawing as provided in subsection (e) hereof, the proceeds of which will be used to satisfy the Reimbursement Obligations. The Borrower’s Reimbursement Obligations 's reimbursement obligations hereunder shall be absolute and unconditional under all circumstances irrespective of any rights of set-offsetoff, counterclaim or defense to payment the Borrower may claim or have against the Issuing LendersBank, the Administrative Agent, the Lenders, the beneficiary of the Letter of Credit drawn upon or any other Person, including, including without limitation, limitation any defense based on any failure of the Borrower to receive consideration or the legality, validity, regularity or unenforceability of the Letter of Credit. Each The Issuing Lender Bank will promptly notify the other Revolving Lenders of the amount of any unreimbursed drawing and each Revolving Lender shall promptly pay to the Administrative Agent for the account of such the Issuing Lender, Bank in Dollars and in immediately available funds, the amount of such Lender's Revolving Lender’s Revolving Credit Commitment Percentage of such unreimbursed drawing. Such payment shall be made on the Business Day such notice is received by such Revolving Lender from the applicable Issuing Lender Bank if such notice is received at or before 2:00 P.M., P.M. otherwise such payment shall be made at or before noon 12:00 Noon on the Business Day next succeeding the Business Day day such notice is received. If such Revolving Lender does not pay such amount to the applicable Issuing Lender Bank in full upon such request, such Revolving Lender shall, on demand, pay to the Administrative Agent for the account of such the Issuing Lender Bank interest on the unpaid amount during the period from the date of such drawing until such Revolving Lender pays such amount to such the Issuing Lender Bank in full at a rate per annum equal to, if paid within two (2) Business Days of the date that such Lender is required to make payments of drawingsuch amount pursuant to the preceding sentence, the Federal Funds Effective Rate and thereafter at a rate equal to the Alternate Base Rate. Each Revolving Lender’s 's obligation to make such payment to the Issuing LendersBank, and the right of the Issuing Lenders Bank to receive the same, shall be absolute and unconditional, shall not be affected by any circumstance whatsoever and without regard to the termination of this Credit Agreement or the Revolving Credit Commitments hereunder, the existence of a Default or Event of Default or the acceleration of the Obligations obligations of the Borrower hereunder and shall be made without any offset, abatement, withholding or reduction whatsoever. Simultaneously with the making of each such payment by a Lender to the Issuing Bank, such Lender shall, automatically and without any further action on the part of the Issuing Bank or such Lender, acquire a participation in an amount equal to such payment (excluding the portion of such payment constituting interest owing to the Issuing Bank) in the related unreimbursed drawing portion of the Letter of Credit Obligation and in the interest thereon and in the related Letter of Credit Documents, and shall have a claim against the Borrower with respect thereto.

Reimbursement. In the event of any drawing under any Letter of Credit, the applicable Issuing Lender will promptly notify the Borrower and the Administrative Agent. The Borrower shall reimburse the applicable Issuing Lender on the day of drawing under any Letter of Credit if notified prior to 3:00 P.M. on a Business Day or, if after 3:00 P.M., on the following Business Day (either with the proceeds of a Revolving Loan obtained hereunder or otherwise) in same day funds as provided herein or in the LOC Documents. If the Borrower shall fail to reimburse the Issuing Lenders as provided herein, the unreimbursed amount of such drawing shall bear interest at a per annum rate equal to the Default RateBorrowers. Unless the Borrower Borrowers shall immediately notify the applicable Issuing Lender and the Administrative Agent of its intent to otherwise reimburse such the Issuing Lender, the Borrower Borrowers shall be deemed to have requested a Mandatory LOC Borrowing (Revolving Loan made as defined in Section 2.3(e)) a Base Rate Loan, in the amount of the drawing as provided in subsection (e) hereof, the proceeds of which will be used to satisfy the Reimbursement Obligationsreimbursement obligations. The Borrower’s Reimbursement Obligations Borrowers shall reimburse the Issuing Lender on the day of drawing under any Letter of Credit either with the proceeds of a Revolving Loan obtained hereunder or otherwise in same day funds as provided herein or in the LOC Documents. If the Borrowers shall fail to reimburse the Issuing Lender as provided hereinabove, the unreimbursed amount of such drawing shall bear interest at a per annum rate equal to the Base Rate, plus the sum of the Applicable Percentage for Base Rate Loans and two percent (2%). Subject to Section 2.2(k)(v), the Borrowers' reimbursement obligations hereunder shall be absolute and unconditional under all circumstances irrespective of (but without waiver of) any rights of set-off, counterclaim or defense to payment that the Borrower applicable account party or the Borrowers may claim or have against the Issuing LendersLender, the Administrative Agent, the Lenders, the beneficiary of the Letter of Credit drawn upon or any other Person, including, including without limitation, any defense based on any failure of the Borrower applicable account party, the Borrowers or any other Credit Party to receive consideration or the legality, validity, regularity or unenforceability of the Letter of Credit. Each The Issuing Lender will promptly notify the other Revolving Lenders of the amount of any unreimbursed drawing and each Revolving Lender shall promptly pay to the Administrative Agent for the account of such the Issuing Lender, in Dollars and in immediately available funds, the amount of such Lender's Revolving Lender’s Revolving Loan Commitment Percentage of such unreimbursed drawing. Such payment shall be made on the Business Day day such notice is received by such Revolving Lender from the applicable Issuing Lender if such notice is received at or before 2:00 P.M.p.m., otherwise such payment shall be made at or before noon 12:00 Noon on the Business Day next succeeding the Business Day day such notice is received. If such Revolving Lender does not pay such amount to the applicable Issuing Lender in full upon such request, such Revolving Lender shall, on demand, pay to the Administrative Agent for the account of such the Issuing Lender interest on the unpaid amount during the period from the date of such the Lender received the notice regarding the unreimbursed drawing until such Revolving Lender pays such amount to such the Issuing Lender in full at a rate per annum equal to, if paid within two (2) Business Days of the date of drawing, the Federal Funds Effective Rate and thereafter at a rate equal to the Alternate Base Rate. Each Revolving Lender’s 's obligation to make such payment to the Issuing LendersLender, and the right of the Issuing Lenders Lender to receive the same, shall be absolute and unconditional, shall not be affected by any circumstance whatsoever and without regard to the termination of this Agreement or the Commitments hereunder, the existence of a Default or Event of Default or the acceleration of the Obligations obligations hereunder and shall be made without any offset, abatement, withholding or reduction whatsoever. Simultaneously with the making of each such payment by a Lender to the Issuing Lender, such Lender shall, automatically and without any further action on the part of the Issuing Lender or such Lender, acquire a participation in an amount equal to such payment (excluding the portion of such payment constituting interest owing to the Issuing Lender) in the related unreimbursed drawing portion of the LOC Obligation and in the interest thereon and in the related LOC Documents, and shall have a claim against the Borrowers and the other applicable Credit Parties with respect thereto.

Reimbursement. In the event of any drawing under (i) The applicable L/C Issuer for any Letter of Credit shall, within the time allowed by applicable Laws or the specific terms of the Letter of Credit following its receipt thereof, examine all documents purporting to represent a demand for payment under such Letter of Credit, the applicable Issuing Lender will . Such L/C Issuer shall promptly after such examination notify the Borrower Administrative Agent and the Administrative AgentBorrower in writing of such demand for payment. The Borrower shall reimburse the applicable Issuing Lender L/C Issuer on the day of drawing under any Letter of Credit if notified prior to 3:00 P.M. on a Business Day or, if after 3:00 P.M., on the following Business Day (either with the proceeds of a Revolving Loan obtained hereunder or otherwise) otherwise in same day funds as provided herein or in the LOC Documentsimmediately available funds. If the Borrower shall fail to reimburse the Issuing Lenders applicable L/C Issuer as provided hereinhereinabove (the “Unreimbursed Amount”), the unreimbursed amount of such drawing shall bear interest at a per annum rate equal to the Default Rate. Unless Base Rate plus two percent (2%). (ii) Subsequent to a drawing under any Letter of Credit, unless the Borrower shall immediately notify the applicable Issuing Lender and the Administrative Agent L/C Issuer of its intent to otherwise reimburse such Issuing LenderL/C Issuer, the Borrower shall be deemed to have requested a Mandatory LOC Borrowing (as defined in Section 2.3(e)) Base Rate Loan in the amount of the drawing as provided in subsection (e) hereofdescribed herein, the proceeds of which will be used to satisfy the Reimbursement Obligationsreimbursement obligations. The Borrower’s Reimbursement Obligations hereunder On any day on which the Borrower shall be absolute and unconditional deemed to have requested a Revolving Loan borrowing to reimburse a drawing under all circumstances irrespective a Letter of any rights of set-off, counterclaim or defense to payment the Borrower may claim or have against the Issuing LendersCredit, the Administrative AgentAgent shall give notice to the Lenders that a Revolving Loan has been deemed requested in connection with a drawing under a Letter of Credit, the Lendersin which case a Revolving Loan borrowing comprised solely of Base Rate Loans (each such borrowing, the beneficiary a “Mandatory Borrowing”) shall be immediately made from all Lenders (without giving effect to any termination of the Letter Commitments pursuant to Section 9.2 or otherwise) pro rata based on each Lender’s respective Pro Rata Share and the proceeds thereof shall be paid directly to the applicable L/C Issuer for application to the respective L/C Obligations. Each Lender hereby irrevocably agrees to make such Revolving Loans immediately upon any such request or deemed request on account of Credit drawn upon each such Mandatory Borrowing in the amount and in the manner specified in the preceding sentence and on the same such date notwithstanding (A) the amount of Mandatory Borrowing may not comply with the minimum amount for borrowings of Revolving Loans otherwise required hereunder, (B) the failure of any conditions specified in Section 5.1 to have been satisfied, (C) the existence of a Default or an Event of Default, (D) the failure of any such request or deemed request for Revolving Loans to be made by the time otherwise required hereunder, (E) the date of such Mandatory Borrowing, or (F) any reduction in the Revolving Committed Amount or any other Person, termination of the Commitments. (iii) In the event that any Mandatory Borrowing cannot for any reason be made on the date otherwise required above (including, without limitation, any defense based on any failure as a result of the Borrower commencement of a proceeding under the Bankruptcy Code with respect to receive consideration or the legalityBorrower), validity, regularity or unenforceability then each such Lender hereby agrees that it shall forthwith fund (as of the Letter of Credit. Each Issuing Lender will promptly notify date the other Revolving Lenders of Mandatory Borrowing would otherwise have occurred, but adjusted for any payments received from the amount of Borrower on or after such date and prior to such purchase) its Pro Rata Share in the outstanding L/C Obligations; provided, that in the event any unreimbursed drawing and each Revolving Lender shall promptly pay fail to fund its Pro Rata Share on the Administrative Agent for day the account of such Issuing LenderMandatory Borrowing would otherwise have occurred, in Dollars and in immediately available funds, then the amount of such Revolving LenderXxxxxx’s Revolving Commitment Percentage of such unreimbursed drawing. Such payment unfunded participation interest therein shall be made on the Business Day such notice is received by such Revolving Lender from the applicable Issuing Lender if such notice is received at or before 2:00 P.M., otherwise such payment shall be made at or before noon on the Business Day next succeeding the Business Day such notice is received. If such Revolving Lender does not pay such amount bear interest payable to the applicable Issuing Lender in full L/C Issuer upon such request, such Revolving Lender shall, on demand, pay to at the Administrative Agent for the account of such Issuing Lender interest on the unpaid amount during the period from the date of such drawing until such Revolving Lender pays such amount to such Issuing Lender in full at a rate per annum equal to, if paid within two (2) Business Days of the date of drawingsuch date, the Federal Funds Effective Rate Overnight Rate, and thereafter at a rate equal to the Alternate Base Rate. Each Revolving Lender’s obligation to make Simultaneously with the making of each such payment by a Lender to such L/C Issuer, such Lender shall, automatically and without any further action on the Issuing Lenderspart of such L/C Issuer or such Lender, and acquire a participation in an amount equal to such payment (excluding the right portion of such payment constituting interest owing to such L/C Issuer) in the related unreimbursed drawing portion of the Issuing L/C Obligation and in the interest thereon and shall have a claim against the Borrower with respect thereto. Any payment by the Lenders pursuant to receive the same, shall be absolute and unconditional, this clause (iii) shall not be affected by any circumstance whatsoever and without regard to relieve or otherwise impair the termination of this Agreement or the Commitments hereunder, the existence of a Default or Event of Default or the acceleration obligations of the Obligations hereunder and shall be made without any offset, abatement, withholding or reduction whatsoeverBorrower to reimburse the applicable L/C Issuer under a Letter of Credit.

Reimbursement. In the event of any drawing under any Letter of Credit, the applicable Issuing Lender will promptly notify the applicable Borrower and the Administrative Agent. The applicable Borrower shall promises to reimburse the applicable Issuing Lender (such reimbursement to be made to the Administrative Agent for the account of such Issuing Lender) on the day of drawing under any Letter of Credit if notified prior to 3:00 P.M. on a Business Day or, if after 3:00 P.M., on the following Business Day (either with the proceeds of a Revolving Loan obtained hereunder or otherwise) in same day funds as provided herein or in the LOC Documentssame Agreed Currency as the related drawing or with a Committed Advance in Dollars in the Dollar Amount of such drawing. If the Unless such Borrower shall fail to reimburse promptly notify the Issuing Lenders as provided herein, the unreimbursed amount of such drawing shall bear interest at a per annum rate equal to the Default Rate. Unless the Borrower shall immediately notify Administrative Agent and the applicable Issuing Lender and the Administrative Agent of its intent that such Borrower intends to otherwise reimburse such Issuing LenderLender for such drawing, the such Borrower shall be deemed to have requested that the Lenders make a Mandatory LOC Borrowing (as defined Committed Advance in Section 2.3(e)) Dollars in the amount Dollar Amount of the drawing as provided in subsection (e) hereofbelow on the related Letter of Credit, the proceeds of which will be used to satisfy the Reimbursement Obligationsrelated reimbursement obligations. The Each Borrower’s Reimbursement Obligations reimbursement obligations hereunder shall be absolute and unconditional under all circumstances irrespective of any rights of set-offsetoff, counterclaim or defense to payment the such Borrower may claim or have against the any Issuing LendersLender, the Administrative Agent, the Lenders, the beneficiary of the Letter of Credit drawn upon or any other Person, including, including without limitation, limitation any defense based on any failure of the a Borrower to receive consideration or the legality, validity, regularity or unenforceability of the Letter of Credit. Each Issuing Lender will promptly notify the Administrative Agent, who shall, in turn, promptly notify the other Revolving Lenders of the amount of any unreimbursed drawing and each Revolving Lender shall promptly pay to the Administrative Agent for the account of such Issuing Lender, Lender in Dollars and in immediately available funds, the amount Dollar Amount of such Revolving Lender’s Revolving Commitment Percentage pro rata share of such unreimbursed drawing. Such payment shall be made on the Business Day day such notice is received by such Revolving Lender from the applicable Issuing Lender Administrative Agent if such notice is received at or before 2:00 P.M.11:00 A.M. (New York City time), and otherwise such payment shall be made at or before noon 1:00 P.M. (New York City time) on the Business Day next succeeding the Business Day day such notice is received. If such Revolving Lender does not pay such amount to the Administrative Agent for the account of the applicable Issuing Lender in full upon such request, such Revolving Lender shall, on demand, pay to the Administrative Agent for the account of such Issuing Lender interest on the unpaid amount during the period from the date of such drawing until such Revolving Lender pays such amount to the Administrative Agent for the account of such Issuing Lender in full at a rate per annum equal to, if paid within two (2) Business Days of the date that such Lender is required to make payments of drawingsuch amount pursuant to the preceding sentence, the Federal Funds Effective Rate and thereafter at a rate equal to the Alternate Base Rate. Each Revolving Lender’s obligation to make such payment to the applicable Issuing LendersLender, and the right of the such Issuing Lenders Lender to receive the same, shall be absolute and unconditional, shall not be affected by any circumstance whatsoever and without regard to the termination of this Credit Agreement or the Commitments hereunder, the existence of a an Unmatured Default or Event of a Default or the acceleration of the Obligations obligations of the Borrowers hereunder and shall be made without any offset, abatement, withholding or reduction whatsoever. Simultaneously with the making of each such payment by a Lender to the Administrative Agent for the account of the applicable Issuing Lender, such Lender shall, automatically and without any further action on the part of the Administrative Agent, such Issuing Lender or such Lender, acquire a Participation Interest in an amount equal to such payment (excluding the portion of such payment constituting interest owing to such Issuing Lender) in the related unreimbursed drawing portion of the LOC Obligation and in the interest thereon and in the related LOC Documents, and shall have a claim against the applicable Borrower with respect thereto.

Reimbursement. In the event of any drawing under any Letter of Credit, the applicable Issuing Lender will promptly notify the Borrower Company and the Administrative Agent. The applicable Borrower shall reimburse the applicable Issuing Lender on or before the Business Day following the day of such drawing under any Letter of Credit if notified prior to 3:00 P.M. on a Business Day or, if after 3:00 P.M., on the following Business Day is honored (either with the proceeds of a Revolving Loan obtained hereunder or otherwise) in same day funds as provided herein or in the LOC Documents. If the applicable Borrower shall fail to reimburse the Issuing Lenders Lender as provided herein, the unreimbursed amount of such drawing shall bear interest at a per annum rate equal to the ABR Default Rate. Unless the Borrower Company shall immediately notify the applicable Issuing Lender and the Administrative Agent of its intent to otherwise reimburse such the Issuing Lender, the applicable Borrower shall be deemed to have requested a Mandatory LOC Borrowing (as defined in Section 2.3(e)) in the amount of the drawing as provided in subsection (e) hereof, the proceeds of which will be used to satisfy the Reimbursement Obligations. The Borrower’s Borrowers’ Reimbursement Obligations hereunder shall be absolute and unconditional under all circumstances irrespective of any rights of set-off, counterclaim or defense to payment the Borrower Borrowers may claim or have against the Issuing LendersLender, the Administrative Agent, the Lenders, the beneficiary of the Letter of Credit drawn upon or any other Person, including, including without limitation, limitation any defense based on any failure of the Borrower Borrowers to receive consideration or the legality, validity, regularity or unenforceability of the Letter of Credit. Each The Issuing Lender will promptly notify the other Revolving Lenders of the amount of any unreimbursed drawing and each Revolving Lender shall promptly pay to the Administrative Agent for the account of such the Issuing Lender, in Dollars and in immediately available funds, the amount of such Revolving Lender’s Revolving Commitment Percentage of such unreimbursed drawing. Such payment shall be made on the Business Day day such notice is received by such Revolving Lender from the applicable Issuing Lender if such notice is received at or before 2:00 P.M., otherwise such payment shall be made at or before noon 12:00 Noon on the Business Day next succeeding the Business Day day such notice is received. If such Revolving Lender does not pay such amount to the applicable Issuing Lender in full upon such request, such Revolving Lender shall, on demand, pay to the Administrative Agent for the account of such the Issuing Lender interest on the unpaid amount during the period from the date of such drawing until such Revolving Lender pays such amount to such the Issuing Lender in full at a rate per annum equal to, if paid within two (2) Business Days of the date of drawing, the Federal Funds Effective Rate and thereafter at a rate equal to the Alternate Base Rate. Each Revolving Lender’s obligation to make such payment to the Issuing LendersLender, and the right of the Issuing Lenders Lender to receive the same, shall be absolute and unconditional, shall not be affected by any circumstance whatsoever and without regard to the termination of this Credit Agreement or the Commitments hereunder, the existence of a Default or Event of Default or the acceleration of the Credit Party Obligations hereunder and shall be made without any offset, abatement, withholding or reduction whatsoever.

Reimbursement. In the event of any drawing under any Letter of Credit, the applicable Issuing Lender will promptly notify the Borrower Borrowers and the Administrative Agent. The Borrower Borrowers shall reimburse the applicable Issuing Lender on the day of drawing under any Letter of Credit if notified prior to 3:00 P.M. on a Business Day or, if after 3:00 P.M., on the following Business Day (either with the proceeds of a Revolving Loan obtained hereunder or otherwise) in same day funds as provided herein or in the LOC Documents. If the Borrower Borrowers shall fail to reimburse the Issuing Lenders Lender as provided herein, the unreimbursed amount of such drawing shall automatically bear interest at a per annum rate equal to the Default Rate. Unless the Borrower Borrowers shall immediately notify the applicable Issuing Lender and the Administrative Agent of its intent to otherwise reimburse such the Issuing Lender, the Borrower Borrowers shall be deemed to have requested a Mandatory LOC Borrowing (as defined in Section 2.3(e)) in the amount of the drawing as provided in subsection (e) hereof, the proceeds of which will be used to satisfy the Reimbursement Obligations. The Borrower’s Borrowers’ Reimbursement Obligations hereunder shall be absolute and unconditional under all circumstances irrespective of any rights of set-off, counterclaim or defense to payment the Borrower Borrowers may claim or have against the Issuing LendersLender, the Administrative Agent, the Lenders, the beneficiary of the Letter of Credit drawn upon or any other Person, including, without limitation, any defense based on any failure of the Borrower Borrowers to receive consideration or the legality, validity, regularity or unenforceability of the Letter of Credit. Each Issuing Lender The Administrative Agent will promptly notify the other Revolving Lenders of the amount of any unreimbursed drawing and each Revolving Lender shall promptly pay to the Administrative Agent for the account of such the Issuing Lender, in Dollars and in immediately available funds, the amount of such Revolving Lender’s Revolving Commitment Percentage of such unreimbursed drawing. Such payment shall be made on the Business Day such notice is received by such Revolving Lender from the applicable Issuing Lender Administrative Agent if such notice is received at or before 2:00 P.M., otherwise such payment shall be made at or before noon 12:00 P.M. on the Business Day next succeeding the Business Day such notice is received. If such Revolving Lender does not pay such amount to the applicable Administrative Agent for the account of the Issuing Lender in full upon such request, such Revolving Lender shall, on demand, pay to the Administrative Agent for the account of such the Issuing Lender interest on the unpaid amount during the period from the date of such drawing until such Revolving Lender pays such amount to such the Administrative Agent for the account of the Issuing Lender in full at a rate per annum equal to, if paid within two (2) Business Days of the date of drawing, the Federal Funds Effective Rate and thereafter at a rate equal to the Alternate Base Rate. Each Revolving Lender’s obligation to make such payment to the Issuing LendersLender, and the right of the Issuing Lenders Lender to receive the same, shall be absolute and unconditional, shall not be affected by any circumstance whatsoever and without regard to the termination of this Agreement or the Commitments hereunder, the existence of a Default or Event of Default or the acceleration of the Obligations hereunder and shall be made without any offset, abatement, withholding or reduction whatsoever.

Reimbursement. In the event of any drawing under any Letter of Credit, the applicable Issuing Lender will promptly notify the Borrower and the Administrative Agent. The Borrower shall reimburse the applicable Issuing Lender on the day of drawing under any Letter of Credit if notified prior to 3:00 P.M. on a Business Day or, if after 3:00 P.M., on the following Business Day (either with the proceeds of a Revolving Loan or a Swingline Loan obtained hereunder or otherwise) in same day funds as provided herein or in the LOC Documents. If the Borrower shall fail to reimburse the Issuing Lenders Lender as provided herein, the unreimbursed amount of such drawing shall bear interest at a per annum rate equal to the Default RateAlternate Base Rate plus two percent (2%). Unless the Borrower shall immediately notify the applicable Issuing Lender and the Administrative Agent of its intent to otherwise reimburse such the Issuing Lender, the Borrower shall be deemed to have requested a Mandatory LOC Borrowing (as defined in Section 2.3(e)) Swingline Loan, or if and to the extent Swingline Loans shall be unavailable, a Revolving Loan in the amount of the drawing as provided in subsection (e) hereof, the proceeds of which will be used to satisfy the Reimbursement Obligationsreimbursement obligations. The Borrower’s Reimbursement Obligations 's reimbursement obligations hereunder shall be absolute and unconditional under all circumstances irrespective of any rights of set-off, counterclaim or defense to payment the Borrower may claim or have against the Issuing LendersLender, the Administrative Agent, the Lenders, the beneficiary of the Letter of Credit drawn upon or any other Person, including, including without limitation, limitation any defense based on any failure of the Borrower to receive consideration or the legality, validity, regularity or unenforceability of the Letter of Credit. Each The Issuing Lender will promptly notify the other Revolving Lenders of the amount of any unreimbursed drawing and each Revolving Lender shall promptly pay to the Administrative Agent for the account of such the Issuing Lender, Lender in Dollars and in immediately available funds, the amount of such Revolving Lender’s Revolving 's LOC Commitment Percentage of such unreimbursed drawing. Such payment shall be made on the Business Day day such notice is received by such Revolving Lender from the applicable Issuing Lender if such notice is received at or before 2:00 P.M.P.M. (Charlotte, North Carolina time), otherwise such payment shall be made at or before noon 12:00 Noon (Charlotte, North Carolina time) on the Business Day next succeeding the Business Day day such notice is received. If such Revolving Lender does not pay such amount to the applicable Issuing Lender in full upon such request, such Revolving Lender shall, on demand, pay to the Administrative Agent for the account of such the Issuing Lender interest on the unpaid amount during the period from the date of such drawing until such Revolving Lender pays such amount to such the Issuing Lender in full at a rate per annum equal to, if paid within two (2) Business Days of the date of drawing, the Federal Funds Effective Rate and thereafter at a rate equal to the Alternate Base Rate. Each Revolving Lender’s 's obligation to make such payment to the Issuing LendersLender, and the right of the Issuing Lenders Lender to receive the same, shall be absolute and unconditional, shall not be affected by any circumstance whatsoever and without regard to the termination of this Agreement or the Commitments hereunder, the existence of a Default or Event of Default or the acceleration of the Credit Party Obligations hereunder and shall be made without any offset, abatement, withholding or reduction whatsoever.

Reimbursement. In the event of any drawing under any U.S. Letter of Credit, the applicable U.S. Issuing Lender will promptly notify Airgas. Unless Airgas shall immediately notify the Borrower and the Administrative Agent. The Borrower shall U.S. Issuing Lender that Airgas intends to otherwise reimburse the applicable U.S. Issuing Lender for such drawing, Airgas shall be deemed to have requested that the U.S. Lenders make a Revolving U.S. Loan in the amount of the drawing as provided in subsection (e) hereof on the related U.S. Letter of Credit, the proceeds of which will be used to satisfy the related reimbursement obligations. Airgas promises to reimburse the U.S. Issuing Lender on the day of drawing under any U.S. Letter of Credit if notified prior to 3:00 P.M. on a Business Day or, if after 3:00 P.M., on the following Business Day (either with the proceeds of a Revolving U.S. Loan obtained hereunder or otherwise) in same day funds as provided herein or in the LOC Documentsfunds. If the Borrower Airgas shall fail to reimburse the U.S. Issuing Lenders Lender as provided hereinhereinabove, the unreimbursed amount of such drawing shall bear interest at a per annum rate equal to the Default RateU.S. Base Rate plus the sum of (i) the Applicable Percentage and (ii) two percent (2%). Unless the Borrower shall immediately notify the applicable Issuing Lender and the Administrative Agent of its intent to otherwise reimburse such Issuing Lender, the Borrower shall be deemed to have requested a Mandatory LOC Borrowing (as defined in Section 2.3(e)) in the amount of the drawing as provided in subsection (e) hereof, the proceeds of which will be used to satisfy the Reimbursement Obligations. The Borrower’s Reimbursement Obligations Airgas' reimbursement obligations hereunder shall be absolute and unconditional under all circumstances irrespective of any rights of set-offsetoff, counterclaim or defense to payment the Borrower Airgas may claim or have against the U.S. Issuing LendersLender, the Administrative U.S. Agent, the U.S. Lenders, the beneficiary of the U.S. Letter of Credit drawn upon or any other Person, including, including without limitation, limitation any defense based on any failure of the Borrower Airgas to receive consideration or the legality, validity, regularity or unenforceability of the Letter of Credit. Each Issuing Lender will promptly notify the other Revolving Lenders of the amount of any unreimbursed drawing and each Revolving Lender shall promptly pay to the Administrative Agent for the account of such Issuing Lender, in Dollars and in immediately available funds, the amount of such Revolving Lender’s Revolving Commitment Percentage of such unreimbursed drawing. Such payment shall be made on the Business Day such notice is received by such Revolving Lender from the applicable Issuing Lender if such notice is received at or before 2:00 P.M., otherwise such payment shall be made at or before noon on the Business Day next succeeding the Business Day such notice is received. If such Revolving Lender does not pay such amount to the applicable Issuing Lender in full upon such request, such Revolving Lender shall, on demand, pay to the Administrative Agent for the account of such Issuing Lender interest on the unpaid amount during the period from the date of such drawing until such Revolving Lender pays such amount to such Issuing Lender in full at a rate per annum equal to, if paid within two (2) Business Days of the date of drawing, the Federal Funds Effective Rate and thereafter at a rate equal to the Alternate Base Rate. Each Revolving Lender’s obligation to make such payment to the Issuing Lenders, and the right of the Issuing Lenders to receive the same, shall be absolute and unconditional, shall not be affected by any circumstance whatsoever and without regard to the termination of this Agreement or the Commitments hereunder, the existence of a Default or Event of Default or the acceleration of the Obligations hereunder and shall be made without any offset, abatement, withholding or reduction whatsoever.U.S.

Reimbursement. In Issuing Bank will promptly notify the event Borrowers of any drawing under any Letter of Credit. Unless AHL, on behalf of the Borrowers, shall immediately notify Issuing Bank that the Borrowers intend to reimburse Issuing Bank for such drawing other than from proceeds of Revolving Loans, the applicable Borrowers shall be deemed to have requested that the Lenders make Revolving Loans in the amount (and in the case of any such Letter of Credit payable in an Alternative Currency, reflecting the Assigned Dollar Value of such drawing) of such drawing as provided in subsection (e) hereof on the related Letter of Credit, the proceeds of which will be used to satisfy the related reimbursement obligations to Issuing Lender will promptly notify the Borrower and the Administrative AgentBank. The Borrower shall Borrowers jointly and severally agree to reimburse the applicable Issuing Lender Bank on the day date of drawing under any Letter of Credit if notified prior to 3:00 P.M. on a Business Day or, if after 3:00 P.M., on the following Business Day (either with the proceeds of a Revolving Loan obtained hereunder Loans or otherwise) in same day funds as provided herein or in the LOC Documentsimmediately available funds. If the Borrower shall fail conditions for making a Revolving Loan deemed requested pursuant to this Section 2.3(c) to reimburse any Letter of Credit drawing have not been satisfied, and the Issuing Lenders as provided hereinAdministrative Agent in its sole discretion has not waived the unsatisfied conditions for making the Revolving Loan but has not accelerated the payment date of the Obligations pursuant to Section 10.2 hereof because of the Borrowers' failure to reimburse such drawing, the Borrowers shall pay the Letter of Credit drawing in full, or the unreimbursed amount of such drawing shall bear interest at a rate per annum rate equal to (i) the Default Rate. Unless the Borrower shall immediately notify the applicable Issuing Lender and the Administrative Agent of its intent to otherwise reimburse such Issuing Lender, the Borrower shall be deemed to have requested a Mandatory LOC Borrowing (as defined in Section 2.3(e)) in the amount higher of the drawing as provided in subsection U.S. Prime Rate or the Federal Funds Rate plus 1/2 of 1% plus (eii) hereof, the proceeds of which will be used to satisfy the Reimbursement Obligationstwo percent (2%). The Borrower’s Reimbursement Obligations Borrowers' reimbursement obligations hereunder shall be absolute and unconditional under all circumstances irrespective of any rights of set-offsetoff, counterclaim or defense to payment the any Borrower may claim or have against the Issuing LendersBank, the Administrative Agent, the Lenders, the beneficiary of the such Letter of Credit drawn upon or any other Person, including, including without limitation, limitation any defense based on any failure of the any Borrower or any Subsidiary of any Borrower to receive consideration or the legality, validity, regularity validity or unenforceability of the Letter of Credit. Each Issuing Lender Bank will promptly notify the other Revolving Lenders of the amount of any unreimbursed drawing and each Revolving Lender shall promptly pay to the Administrative Agent for the account of such Issuing LenderBank, in Dollars and in immediately available funds, the amount of such Revolving Lender’s Revolving 's Commitment Percentage of such unreimbursed drawingdrawing and such payment shall be made or deemed made pursuant to clause (e) below. Such payment shall be made on the Business Day day such notice is received by such Revolving Lender from the applicable Issuing Lender Bank if such notice is received at or before 2:00 P.M.3:00 P.M. (Charlotte time); otherwise, otherwise such payment shall be made at or before noon 1:00 P.M. (Charlotte time) on the Business Day next succeeding the Business Day day such notice is received. If such Revolving Lender does not pay such amount to the applicable Issuing Lender Bank in full upon such request, such Revolving Lender shall, on demand, pay to the Administrative Agent for the account of such Issuing Lender Bank interest on the unpaid amount during the period from the date of such drawing until such Revolving Lender pays such amount to such Issuing Lender Bank in full at a rate per annum equal to, if paid within two (2) Business Days of the date that such Lender is required to make payments of drawingsuch amount pursuant to the preceding sentence, the Federal Funds Effective Rate and thereafter at a rate equal to the Alternate Domestic Base Rate. Each Revolving Lender’s 's obligation to make such payment to the Issuing LendersBank, and the right of the Issuing Lenders Bank to receive the same, shall be absolute and unconditional, shall not be affected by any circumstance whatsoever and without regard to the termination of this Agreement or the Commitments hereunder, the existence of a Default or Event of Default or the acceleration of the Obligations obligations of the Borrowers hereunder and shall be made without any offset, abatement, withholding or reduction whatsoever. Simultaneously with the making of each such payment by a Lender to Issuing Bank, such Lender shall, automatically and without any further action on the part of Issuing Bank or such Lender, acquire a participation in an amount equal to such payment (excluding the portion of such payment constituting interest owing to Issuing Bank) in the related unreimbursed drawing portion of the LOC Obligation and in the interest thereon, and shall have a claim against Borrowers with respect thereto.

Reimbursement. In the event of any drawing under any Letter of Credit, the applicable Issuing Lender will promptly notify the Initial Borrower and the Administrative Agent. The Borrower shall reimburse the applicable Issuing Lender on the day of drawing under any Letter of Credit if notified prior to 3:00 P.M. on a Business Day or, if after 3:00 P.M., on the following Business Day (either with the proceeds of a Revolving Loan obtained hereunder or otherwise) in the Currency of such drawing and in same day funds as provided herein or in the LOC Documents. If the Borrower shall fail to reimburse the Issuing Lenders Lender as provided herein, the unreimbursed amount of such drawing shall bear interest at a per annum rate equal to the Default RateAlternate Base Rate applicable to the Currency of such drawing plus 2%. Unless the Borrower shall immediately notify the applicable Issuing Lender and the Administrative Agent of its intent to otherwise reimburse such the Issuing Lender, the Borrower shall be deemed to have requested a Mandatory LOC Borrowing (as defined Revolving Loan in Section 2.3(e)) in the Currency and the amount of the drawing as provided in subsection (e) hereofbelow, the proceeds of which will be used to satisfy the Reimbursement Obligationsreimbursement obligations. The Borrower’s Reimbursement Obligations reimbursement obligations hereunder shall be absolute and unconditional under all circumstances irrespective of any rights of set-off, counterclaim or defense to payment the Borrower may claim or have against the Issuing LendersLender, the Administrative Agent, the Lenders, the beneficiary of the Letter of Credit drawn upon or any other Person, including, including without limitation, limitation any defense based on any failure of the Borrower to receive consideration or the legality, validity, regularity or unenforceability of the Letter of Credit. Each The Issuing Lender will promptly notify the other Revolving Lenders of the Currency and amount of any unreimbursed drawing and each Revolving Lender shall promptly pay to the Administrative Agent for the account of such the Issuing Lender, in Dollars such Currency and in immediately available funds, the amount of such Revolving Lender’s Revolving Commitment Percentage of such unreimbursed drawingdrawing (for the avoidance of doubt, if (i) the Extending Event has occurred, the Non-Extending Lenders shall not have any obligation to make such payment with respect to any unreimbursed drawing occurring on or after March 13, 2010 with respect to any Letter of Credit issued on or after March 13, 2010 and (ii) that if (1) the Extending Event has occurred and (2) such Letter of Credit has been cash collateralized if required under subsection (a) of this Section 2.3, then the Non-Extending Lenders shall not have any obligation to make such payment with respect to any unreimbursed drawing occurring on or after March 13, 2010 with respect to any Letter of Credit issued prior to March 13, 2010). Such payment shall be made on the Business Day day such notice is received by such Revolving Lender from the applicable Issuing Lender if such notice is received at or before 2:00 P.M., otherwise such payment shall be made at or before noon 12:00 Noon on the Business Day next succeeding the Business Day day such notice is received. If such Revolving Lender does not pay such amount to the applicable Issuing Lender in full upon such request, such Revolving Lender shall, on demand, pay to the Administrative Agent for the account of such the Issuing Lender interest on the unpaid amount during the period from the date of such drawing until such Revolving Lender pays such amount to such the Issuing Lender in full at a rate per annum equal toto (i), if such unpaid amount is owed in Dollars and paid within two (2) Business Days of the date of drawingsuch date, the Federal Funds Effective Rate Rate, and thereafter at a rate equal to the Alternate Base Rate or (ii) if such unpaid amount is owed in any Alternative Currency, the Alternate Base Rate. Each Revolving Lender’s obligation to make such payment to the Issuing LendersLender, and the right of the Issuing Lenders Lender to receive the same, shall be absolute and unconditional, shall not be affected by any circumstance whatsoever and without regard to the termination of this Credit Agreement or the Commitments hereunder, the existence of a Default or Event of Default or the acceleration of the Credit Party Obligations hereunder and shall be made without any offset, abatement, withholding or reduction whatsoever.

Reimbursement. In the event of any drawing under any Letter of Credit, the applicable Issuing Lender will promptly notify the Borrower Company and the Administrative Agent. The Borrower Company shall reimburse the applicable Issuing Lender on the day of drawing under any Letter of Credit if notified prior in (x) the applicable Foreign Currency of the relevant Letter of Credit with respect to 3:00 P.M. on a Business Day or, if after 3:00 P.M., on which the following Business Day drawing was made to the extent directly reimbursed by the Company or (either y) in Dollars to the extent funded with the proceeds of a U.S. Revolving Loan obtained hereunder or otherwise) and, in each case, in same day funds as provided herein or in the LOC Documents. If the Borrower Company shall fail to reimburse the Issuing Lenders Lender as provided herein, the unreimbursed amount of such drawing shall bear interest at a per annum rate equal to the Default RateAlternate Base Rate plus the Applicable Percentage for Revolving Loans that are Alternate Base Rate Loans plus two percent (2%) for so long as such amount shall be unreimbursed. Unless the Borrower Company shall immediately notify the applicable Issuing Lender and the Administrative Agent of its intent to otherwise reimburse such the Issuing Lender, the Borrower Company shall be deemed to have requested a U.S. Revolving Loan (a “LOC Mandatory LOC Borrowing (as defined in Section 2.3(e)Borrowing”) in the amount Dollar Amount of the drawing as provided in subsection (e) hereof, the proceeds of which will be used to satisfy the Reimbursement Obligationsreimbursement obligations. The BorrowerCompany’s Reimbursement Obligations reimbursement obligations hereunder shall be absolute and unconditional under all circumstances irrespective of any rights of set-off, counterclaim or defense to payment the Borrower Company may claim or have against the Issuing LendersLender, the Administrative Agent, the Lenders, the beneficiary of the Letter of Credit drawn upon or any other Person, including, including without limitation, limitation any defense based on any failure of the Borrower Company to receive consideration or the legality, validity, regularity or unenforceability of the Letter of Credit. Each The Issuing Lender will promptly notify the other U.S. Revolving Lenders of the amount Dollar Amount of any unreimbursed drawing and each U.S. Revolving Lender shall promptly pay to the Administrative Agent for the account of such the Issuing Lender, Lender in Dollars and in immediately available funds, the amount Dollar Amount of such U.S. Revolving Lender’s Revolving LOC Commitment Percentage of such unreimbursed drawing. Such payment shall be made on the Business Day day such notice is received by such U.S. Revolving Lender from the applicable Issuing Lender if such notice is received at or before 2:00 P.M.p.m. (Charlotte, North Carolina time), otherwise such payment shall be made at or before noon 12:00 Noon (Charlotte, North Carolina time) on the Business Day next succeeding the Business Day day such notice is received. If such U.S. Revolving Lender does not pay such amount to the applicable Issuing Lender in full upon such request, such U.S. Revolving Lender shall, on demand, pay to the Administrative Agent for the account of such the Issuing Lender interest on the unpaid amount during the period from the date of such drawing until such U.S. Revolving Lender pays such amount to such the Issuing Lender in full at a rate per annum equal to, if paid within two (2) Business Days of the date of drawing, the Federal Funds Effective Rate and thereafter at a rate equal to the Alternate Base Rate. Each U.S. Revolving Lender’s obligation to make such payment to the Issuing LendersLender, and the right of the Issuing Lenders Lender to receive the same, shall be absolute and unconditional, shall not be affected by any circumstance whatsoever and without regard to the termination of this Credit Agreement or the Commitments hereunder, the existence of a Default or Event of Default or the acceleration of the Borrower Obligations hereunder and shall be made without any offset, abatement, withholding or reduction whatsoever.

Reimbursement. In the event of any drawing under any Letter of Credit, the applicable Issuing Lender will promptly notify the Borrower. Unless the Borrower and shall immediately notify the Administrative AgentIssuing Lender that the Borrower intends to otherwise reimburse the Issuing Lender for such drawing, the Borrower shall be deemed to have requested that the Lenders make a Revolving Loan in the amount of the drawing as provided in subsection (e) hereof on the related Letter of Credit, the proceeds of which will be used to satisfy the related reimbursement obligations. The Borrower shall promises to reimburse the applicable Issuing Lender on the day of drawing under any Letter of Credit if notified prior to 3:00 P.M. on a Business Day or, if after 3:00 P.M., on the following Business Day (either with the proceeds of a Revolving Loan obtained hereunder or otherwise) in same day funds as provided herein or in the LOC Documentsfunds. If the Borrower shall fail to reimburse the Issuing Lenders Lender as provided hereinhereinabove, the unreimbursed amount of such drawing shall bear interest at a per annum rate equal to the Default Rate. Unless the Borrower shall immediately notify the applicable Issuing Lender and the Administrative Agent of its intent to otherwise reimburse such Issuing Lender, the Borrower shall be deemed to have requested a Mandatory LOC Borrowing Base Rate plus three percent (as defined in Section 2.3(e3%)) in the amount of the drawing as provided in subsection (e) hereof, the proceeds of which will be used to satisfy the Reimbursement Obligations. The Borrower’s Reimbursement Obligations 's reimbursement obligations hereunder shall be absolute and unconditional under all circumstances irrespective of any rights of set-offsetoff, counterclaim or defense to payment the Borrower may claim or have against the Issuing LendersLender, the Administrative Agent, the Lenders, the beneficiary of the Letter of Credit drawn upon or any other Person, including, including without limitation, limitation any defense based on any failure of the Borrower or any other Credit Party to receive consideration or the legality, validity, regularity or unenforceability of the Letter of Credit. Each The Issuing Lender will promptly notify the other Revolving Lenders of the amount of any unreimbursed drawing and each Revolving Lender shall promptly pay to the Administrative Agent for the account of such the Issuing Lender, Lender in Dollars and in immediately available funds, the amount of such Revolving Lender’s Revolving Commitment Percentage 's pro rata share of such unreimbursed drawing. Such payment shall be made on the Business Day day such notice is received by such Revolving Lender from the applicable Issuing Lender if such notice is received at or before 2:00 P.M.P.M. (Charlotte, North Carolina time) otherwise such payment shall be made at or before noon 12:00 Noon (Charlotte, North Carolina time) on the Business Day next succeeding the Business Day day such notice is received. If such Revolving Lender does not pay such amount to the applicable Issuing Lender in full upon such request, such Revolving Lender shall, on demand, pay to the Administrative Agent for the account of such the Issuing Lender interest on the unpaid amount during the period from the date of such drawing until such Revolving Lender pays such amount to such the Issuing Lender in full at a rate per annum equal to, if paid within two (2) Business Days of the date that such Lender is required to make payments of drawingsuch amount pursuant to the preceding sentence, the Federal Funds Effective Rate and thereafter at a rate equal to the Alternate Base Rate. Each Revolving Lender’s 's obligation to make such payment to the Issuing LendersLender, and the right of the Issuing Lenders Lender to receive the same, shall be absolute and unconditional, shall not be affected by any circumstance whatsoever and without regard to the termination of this Credit Agreement or the Commitments hereunder, the existence of a Default or Event of Default or the acceleration of the Obligations obligations of the Borrower hereunder and shall be made without any offset, abatement, withholding or reduction whatsoever. Simultaneously with the making of each such payment by a Lender to the Issuing Lender, such Lender shall, automatically and without any further action on the part of the Issuing Lender or such Lender, acquire a participation in an amount equal to such payment (excluding the portion of such payment constituting interest owing to the Issuing Lender) in the related unreimbursed drawing portion of the LOC Obligation and in the interest thereon and in the related LOC Documents, and shall have a claim against the Borrower with respect thereto.

Reimbursement. (i) In the event of any drawing under any Letter of Credit, the applicable Issuing Lender L/C Issuer will promptly notify the Borrower and the Administrative AgentBorrower. The Borrower shall reimburse the applicable Issuing Lender L/C Issuer on the day of drawing under any Letter of Credit if notified prior to 3:00 P.M. on a Business Day or, if after 3:00 P.M., on the following Business Day (either with the proceeds of a Revolving Loan obtained hereunder or otherwise) otherwise in same day funds as provided herein or in the LOC Documentsimmediately available funds. If the Borrower shall fail to reimburse the Issuing Lenders applicable L/C Issuer as provided hereinhereinabove (the "Unreimbursed Amount"), the unreimbursed amount of such drawing shall bear interest at a per annum rate equal to the Default Rate. Unless Base Rate plus two percent (2%). (ii) Subsequent to a drawing under any Letter of Credit, unless the Borrower shall immediately notify the applicable Issuing Lender and the Administrative Agent L/C Issuer of its intent to otherwise reimburse such Issuing LenderL/C Issuer, the Borrower shall be deemed to have requested a Mandatory LOC Borrowing (as defined in Section 2.3(e)) Base Rate Loan in the amount of the drawing as provided in subsection (e) hereofdescribed herein, the proceeds of which will be used to satisfy the Reimbursement Obligationsreimbursement obligations. The Borrower’s Reimbursement Obligations hereunder On any day on which the Borrower shall be absolute and unconditional deemed to have requested a Revolving Loan borrowing to reimburse a drawing under all circumstances irrespective a Letter of any rights of set-off, counterclaim or defense to payment the Borrower may claim or have against the Issuing LendersCredit, the Administrative AgentAgent shall give notice to the Lenders that a Revolving Loan has been deemed requested in connection with a drawing under a Letter of Credit, the Lendersin which case a Revolving Loan borrowing comprised solely of Base Rate Loans (each such borrowing, the beneficiary a "Mandatory Borrowing") shall be immediately made from all Lenders (without giving effect to any termination of the Letter Commitments pursuant to Section 9.2 or otherwise) pro rata based on each Lender's respective Pro Rata Share and the proceeds thereof shall be paid directly to the applicable L/C Issuer for application to the respective L/C Obligations. Each Lender hereby irrevocably agrees to make such Revolving Loans immediately upon any such request or deemed request on account of Credit drawn upon each such Mandatory Borrowing in the amount and in the manner specified in the preceding sentence and on the same such date notwithstanding (A) the amount of Mandatory Borrowing may not comply with the minimum amount for borrowings of Revolving Loans otherwise required hereunder, (B) the failure of any conditions specified in Section 5.2 to have been satisfied, (C) the existence of a Default or an Event of Default, (D) the failure of any such request or deemed request for Revolving Loans to be made by the time otherwise required hereunder, (E) the date of such Mandatory Borrowing, or (F) any reduction in the Revolving Committed Amount or any other Person, termination of the Commitments. (iii) In the event that any Mandatory Borrowing cannot for any reason be made on the date otherwise required above (including, without limitation, any defense based on any failure as a result of the Borrower commencement of a proceeding under the Bankruptcy Code with respect to receive consideration or the legalityBorrower), validity, regularity or unenforceability then each such Lender hereby agrees that it shall forthwith fund (as of the Letter of Credit. Each Issuing Lender will promptly notify date the other Revolving Lenders of Mandatory Borrowing would otherwise have occurred, but adjusted for any payments received from the amount of Borrower on or after such date and prior to such purchase) its Pro Rata Share in the outstanding L/C Obligations; provided, that in the event any unreimbursed drawing and each Revolving Lender shall promptly pay fail to fund its Pro Rata Share on the Administrative Agent for day the account of such Issuing LenderMandatory Borrowing would otherwise have occurred, in Dollars and in immediately available funds, then the amount of such Revolving Lender’s Revolving Commitment Percentage of such unreimbursed drawing. Such payment 's unfunded participation interest therein shall be made on the Business Day such notice is received by such Revolving Lender from the applicable Issuing Lender if such notice is received at or before 2:00 P.M., otherwise such payment shall be made at or before noon on the Business Day next succeeding the Business Day such notice is received. If such Revolving Lender does not pay such amount bear interest payable to the applicable Issuing Lender in full L/C Issuer upon such request, such Revolving Lender shall, on demand, pay to at the Administrative Agent for the account of such Issuing Lender interest on the unpaid amount during the period from the date of such drawing until such Revolving Lender pays such amount to such Issuing Lender in full at a rate per annum equal to, if paid within two (2) Business Days of the date of drawingsuch date, the Federal Funds Effective Rate Rate, and thereafter at a rate equal to the Alternate Base Rate. Each Revolving Lender’s obligation to make Simultaneously with the making of each such payment by a Lender to such L/C Issuer, such Lender shall, automatically and without any further action on the Issuing Lenderspart of such L/C Issuer or such Lender, and acquire a participation in an amount equal to such payment (excluding the right portion of such payment constituting interest owing to such L/C Issuer) in the related unreimbursed drawing portion of the Issuing L/C Obligation and in the interest thereon and shall have a claim against the Borrower with respect thereto. Any payment by the Lenders pursuant to receive the same, shall be absolute and unconditional, this clause (iii) shall not be affected by any circumstance whatsoever and without regard to relieve or otherwise impair the termination of this Agreement or the Commitments hereunder, the existence of a Default or Event of Default or the acceleration obligations of the Obligations hereunder and shall be made without any offset, abatement, withholding or reduction whatsoeverBorrower to reimburse the applicable L/C Issuer under a Letter of Credit.

Reimbursement. In The obligation (a “Revolving Reimbursement Obligation” in the event case of any a drawing under any a Revolving Letter of Credit and a “Synthetic Reimbursement Obligation” in the case of a drawing under a Synthetic Letter of Credit) of the Borrowers under Section 2.6.2 to reimburse an Issuer with respect to each Disbursement (including interest thereon), and, upon the failure of the Borrowers to reimburse an Issuer, each Revolving Loan Lender’s obligation under Section 2.6.1 to pay to such Revolving Issuer its applicable Issuing Lender will promptly notify the Borrower Percentage of any Disbursements and the Administrative Agent. The Borrower shall reimburse right of the applicable Issuing Lender Synthetic Issuer to be paid with amounts on the day of drawing under any Letter of Credit if notified prior to 3:00 P.M. on a Business Day or, if after 3:00 P.M., on the following Business Day (either with the proceeds of a Revolving Loan obtained hereunder or otherwise) in same day funds as provided herein or deposit in the LOC Documents. If the Borrower shall fail Synthetic Deposit Account pursuant to reimburse the Issuing Lenders as provided hereinclause (c)(ii) of Section 2.1.4, the unreimbursed amount of such drawing shall bear interest at a per annum rate equal to the Default Rate. Unless the Borrower shall immediately notify the applicable Issuing Lender and the Administrative Agent of its intent to otherwise reimburse such Issuing Lender, the Borrower shall be deemed to have requested a Mandatory LOC Borrowing (as defined in Section 2.3(e)) in the amount of the drawing as provided in subsection (e) hereof, the proceeds of which will be used to satisfy the Reimbursement Obligations. The Borrower’s Reimbursement Obligations hereunder shall be absolute and unconditional under any and all circumstances and irrespective of any rights of set-offsetoff, counterclaim or defense to payment which the Borrower Borrowers or such Lender, as the case may claim be, may have or have had against such Issuer or any Lender, including any defense based upon the Issuing Lendersfailure of any Disbursement to conform to the terms of the applicable Letter of Credit (if, the Administrative Agentin such Issuer’s good faith opinion, the Lenders, such Disbursement is determined to be appropriate) or any non-application or misapplication by the beneficiary of the proceeds of such Letter of Credit drawn upon or any other Person, including, without limitation, any defense based on any failure of the Borrower to receive consideration or the legality, validity, regularity or unenforceability of the Letter of Credit. Each Issuing Lender will promptly notify the other Revolving Lenders of the amount and irrespective of any unreimbursed drawing and each Revolving Lender shall promptly pay to withdrawal by the Administrative Agent for the account of such Issuing Lender, in Dollars and in immediately available funds, the amount of such Revolving Lender’s Revolving Commitment Percentage of such unreimbursed drawing. Such payment shall be made on the Business Day such notice is received by such Revolving Lender from the applicable Issuing Lender if such notice is received at or before 2:00 P.M.Synthetic Deposit Account to repay unreimbursed Synthetic Reimbursement Obligations; provided that, otherwise such payment shall be made at or before noon on the Business Day next succeeding the Business Day such notice is received. If such Revolving Lender does not pay such amount to the applicable Issuing Lender after paying in full upon such requestits Reimbursement Obligation hereunder, such Revolving Lender shall, on demand, pay to the Administrative Agent for the account of such Issuing Lender interest on the unpaid amount during the period from the date of such drawing until such Revolving Lender pays such amount to such Issuing Lender in full at a rate per annum equal to, if paid within two (2) Business Days of the date of drawing, the Federal Funds Effective Rate and thereafter at a rate equal to the Alternate Base Rate. Each Revolving Lender’s obligation to make such payment to the Issuing Lenders, and nothing herein shall adversely affect the right of the Issuing Lenders Borrowers or such Lender, as the case may be, to receive commence any proceeding against an Issuer for any wrongful Disbursement made by such Issuer under a Letter of Credit as a result of acts or omissions constituting gross negligence or willful misconduct on the same, shall be absolute and unconditional, shall not be affected by any circumstance whatsoever and without regard to the termination part of this Agreement or the Commitments hereunder, the existence of a Default or Event of Default or the acceleration of the Obligations hereunder and shall be made without any offset, abatement, withholding or reduction whatsoeversuch Issuer.

Reimbursement. In the event of any drawing under any Letter of ------------- Credit, the applicable Issuing Lender will promptly notify the Borrower and the Administrative Agent. The Borrower shall reimburse the applicable Issuing Lender on the day of drawing under any Letter of Credit if notified prior to 3:00 P.M. on a Business Day or, if after 3:00 P.M., on the following Business Day (either with the proceeds of a Swingline Loan or Revolving Loan obtained hereunder or otherwise) in same day funds as provided herein or in the LOC Documents. If the Borrower shall fail to reimburse the Issuing Lenders Lender as provided herein, the unreimbursed amount of such drawing shall bear interest at a per annum rate equal to the Default Rate. Unless the Borrower shall immediately notify the applicable Issuing Lender and the Administrative Agent of its intent to otherwise reimburse such the Issuing Lender, the Borrower shall be deemed to have requested a Mandatory LOC Borrowing (as defined in Section 2.3(e)) Swingline Loan, or if and to the extent Swingline Loans shall not be available, a Revolving Loan in the amount of the drawing as provided in subsection (e) hereof, the proceeds of which will be used to satisfy the Reimbursement Obligationsreimbursement obligations. The Borrower’s Reimbursement Obligations 's reimbursement obligations hereunder shall be absolute and unconditional under all circumstances irrespective of any rights of set-off, counterclaim or defense to payment the Borrower may claim or have against the Issuing LendersLender, the Administrative Agent, the Lenders, the beneficiary of the Letter of Credit drawn upon or any other Person, including, including without limitation, limitation any defense based on any failure of the Borrower to receive consideration or the legality, validity, regularity or unenforceability of the Letter of Credit. Each The Issuing Lender will promptly notify the other Revolving Lenders of the amount of any unreimbursed drawing and each Revolving Lender shall promptly pay to the Administrative Agent for the account of such the Issuing Lender, Lender in Dollars and in immediately available funds, the amount of such Revolving Lender’s Revolving 's LOC Commitment Percentage of such unreimbursed drawing. Such payment shall be made on the Business Day day such notice is received by such Revolving Lender from the applicable Issuing Lender if such notice is received at or before 2:00 P.M.P.M. (Charlotte, North Carolina time), otherwise such payment shall be made at or before noon 12:00 Noon (Charlotte, North Carolina time) on the Business Day next succeeding the Business Day day such notice is received. If such Revolving Lender does not pay such amount to the applicable Issuing Lender in full upon such request, such Revolving Lender shall, on demand, pay to the Administrative Agent for the account of such the Issuing Lender interest on the unpaid amount during the period from the date of such drawing until such Revolving Lender pays such amount to such the Issuing Lender in full at a rate per annum equal to, if paid within two (2) Business Days of the date of drawing, the Federal Funds Effective Rate and thereafter at a rate equal to the Alternate Base Rate. Each Revolving Lender’s 's obligation to make such payment to the Issuing LendersLender, and the right of the Issuing Lenders Lender to receive the same, shall be absolute and unconditional, shall not be affected by any circumstance whatsoever and without regard to the termination of this Agreement or the Commitments hereunder, the existence of a Default or Event of Default or the acceleration of the Credit Party Obligations hereunder and shall be made without any offset, abatement, withholding or reduction whatsoever.

Reimbursement. In the event of any drawing under any Letter of Credit, the applicable Issuing Lender will promptly notify the Borrower and the Administrative Agent. The Borrower shall reimburse the applicable Issuing Lender on the day of drawing under any Letter of Credit if notified prior to 3:00 P.M. on a Business Day or, if after 3:00 P.M., on the following Business Day (either with the proceeds of a Revolving Loan obtained hereunder or otherwise) in same day funds as provided herein or in the LOC DocumentsDocuments if the Borrower shall have been given notice of such drawing by 12:00 Noon and otherwise on the next Business Day after such drawing if the Borrower shall have been given notice of such drawing after 12:00 Noon. If the Borrower shall be given notice of a drawing by 12:00 Noon and shall fail to reimburse the Issuing Lenders as provided hereinLender on the same date of such notice, the unreimbursed amount of such drawing shall bear interest from the date of notice until payment in full at a per annum rate equal to the ABR Default Rate. If the Borrower shall be given notice of a drawing after 12:00 Noon, the unreimbursed amount of such drawing shall bear interest from the date of notice until the next Business Day at a per annum rate equal to the Alternate Base Rate plus the Applicable Percentage and if the Borrower shall fail to reimburse the Issuing Lender on such next Business Day, the unreimbursed amount of such drawing shall bear interest from the Business Day succeeding the date of notice until payment in full at a per annum rate equal to the ABR Default Rate. Unless the Borrower shall immediately notify the applicable Issuing Lender and the Administrative Agent of its intent to otherwise reimburse such the Issuing Lender, the Borrower shall be deemed to have requested a Mandatory LOC Borrowing (as defined in Section 2.3(e)) in the amount of the drawing as provided in subsection (e) hereof, the proceeds of which will be used to satisfy the Reimbursement Obligations. The Borrower’s Reimbursement Obligations hereunder shall be absolute and unconditional under all circumstances irrespective of any rights of set-off, counterclaim or defense to payment the Borrower may claim or have against the Issuing LendersLender, the Administrative Agent, the Lenders, the beneficiary of the Letter of Credit drawn upon or any other Person, including, including without limitation, limitation any defense based on any failure of the Borrower to receive consideration or the legality, validity, regularity or unenforceability of the Letter of Credit; provided that the Borrower shall not be deemed to have waived any claims it may have against the Issuing Lender, the Administrative Agent, the Lenders, the beneficiary of the Letter of Credit drawn upon or any other Person and may separately pursue such claims after payment of such Reimbursement Obligations. Each The Issuing Lender will promptly notify the other Administrative Agent (which shall promptly notify the Revolving Lenders Lenders) of the amount of any unreimbursed drawing and each Revolving Lender shall promptly pay fund its Revolving Participation Interest therein by paying to the Administrative Agent for the account of such the Issuing Lender, in Dollars and in immediately available funds, the amount of such Revolving Lender’s Revolving Commitment Percentage of such unreimbursed drawing. Such payment shall be made on the Business Day day such notice is received by such Revolving Lender from the applicable Issuing Lender if such notice is received at or before 2:00 P.M., otherwise such payment shall be made at or before noon 12:00 Noon on the Business Day next succeeding the Business Day day such notice is received. If such Revolving Lender does not pay such amount to the applicable Issuing Lender in full upon such request, such Revolving Lender shall, on demand, pay to the Administrative Agent for the account of such the Issuing Lender interest on the unpaid amount during the period from the date of such drawing until such Revolving Lender pays such amount to such the Issuing Lender in full at a rate per annum equal to, if paid within two (2) Business Days of the date of drawing, the Federal Funds Effective Rate and thereafter at a rate equal to the Alternate Base Rate. Each Revolving Lender’s obligation to make such payment to the Issuing LendersLender, and the right of the Issuing Lenders Lender to receive the same, shall be absolute and unconditional, shall not be affected by any circumstance whatsoever and without regard to the termination of this Credit Agreement or the Commitments hereunder, the existence of a Default or Event of Default or the acceleration of the Credit Party Obligations hereunder and shall be made without any offset, abatement, withholding or reduction whatsoever.

Reimbursement. In Landlord and Tenant further acknowledge that, to induce Tenant to enter into this Lease, and in consideration of Tenant’s agreement to perform all of the event of any drawing terms, covenants and conditions to be performed by Tenant under any Letter of Creditthis Lease, as and when performance is due during the applicable Issuing Lender will promptly notify the Borrower and the Administrative Agent. The Borrower shall reimburse the applicable Issuing Lender on the day of drawing under any Letter of Credit if notified prior Term, Landlord may have agreed to 3:00 P.M. on a Business Day or(i) waive reimbursement from, if after 3:00 P.M.or pay to, on the following Business Day (either with the proceeds of a Revolving Loan obtained hereunder or otherwise) in same day funds as provided herein or in the LOC Documents. If the Borrower shall fail to reimburse the Issuing Lenders as provided herein, the unreimbursed amount of such drawing shall bear interest at a per annum rate equal to the Default Rate. Unless the Borrower shall immediately notify the applicable Issuing Lender and the Administrative Agent of its intent to otherwise reimburse such Issuing Lender, the Borrower shall be deemed to have requested a Mandatory LOC Borrowing (as defined in Section 2.3(e)) in Tenant the amount of the drawing Landlord’s Contribution and/or (ii)) xxxxx the payment by Tenant of Rent or portions thereof during the period(s) specified herein, and/or (iii) other allowances paid to or on behalf of Tenant for moving expenses, lease buyouts, lease termination fees and similar inducements to lease the Premises (“Other Allowances”). Landlord has or will pay substantial real estate brokerage commissions relating to this Lease (the “Commissions”). Upon the occurrence of an Event of Default under this Lease for which Landlord terminates the Lease, any abatement of Rent or portions thereof is of no further force and effect as provided in subsection to any subsequent payments of Rent otherwise due under this Lease, each of the foregoing agreements is deemed revoked retroactively and Tenant shall immediately pay to Landlord without notice or demand by Landlord (e) hereof, the proceeds all of which will shall be used amortized over the Term of this Lease): (A) the unamortized cost of any and all payments of Rent which have theretofore been abated, (B) the unamortized cost of any Landlord’s Contribution expenses incurred by Landlord, (C) the unamortized cost of the Commissions and (D) the unamortized cost of any Other Allowance provided to satisfy Tenant as an inducement to lease the Reimbursement ObligationsPremises. The Borrowerunamortized cost is calculated by amortizing the aggregate cost incurred or paid by Landlord for the abated Rent, Landlord’s Reimbursement Obligations hereunder shall be absolute Contribution, Commissions and unconditional under all circumstances irrespective Other Allowances over the number of any rights of set-off, counterclaim or defense to payment the Borrower may claim or have against the Issuing Lenders, the Administrative Agent, the Lenders, the beneficiary months of the Letter Term during which Tenant is required to pay Base Rent on a monthly basis and multi plying the monthly amortized cost by the number of Credit drawn upon or any other Personmonths remaining in the Term after an Event of Default. Landlord may, includingor, without limitationat Tenant’s request, any defense based on any failure shall, after the occurrence of an Event of Default, forward a statement to Tenant setting forth the unamortized cost of the Borrower abated Rent, Landlord’s Contribution, Other Allowances and Commissions incurred by Landlord payable in accordance with this Section 23.2(g), but the failure to receive consideration or deliver the legality, validity, regularity or unenforceability of the Letter of Credit. Each Issuing Lender will promptly notify the other Revolving Lenders of the amount of any unreimbursed drawing and each Revolving Lender shall promptly pay to the Administrative Agent for the account of such Issuing Lender, in Dollars and in immediately available funds, the amount of such Revolving Lender’s Revolving Commitment Percentage of such unreimbursed drawing. Such payment shall be made on the Business Day such notice is received by such Revolving Lender from the applicable Issuing Lender if such notice is received at or before 2:00 P.M., otherwise such payment shall be made at or before noon on the Business Day next succeeding the Business Day such notice is received. If such Revolving Lender does not pay such amount to the applicable Issuing Lender in full upon such request, such Revolving Lender shall, on demand, pay to the Administrative Agent for the account of such Issuing Lender interest on the unpaid amount during the period from the date of such drawing until such Revolving Lender pays such amount to such Issuing Lender in full at a rate per annum equal to, if paid within two (2) Business Days of the date of drawing, the Federal Funds Effective Rate and thereafter at a rate equal to the Alternate Base Rate. Each Revolving Lender’s obligation to make such payment to the Issuing Lenders, and the right of the Issuing Lenders to receive the same, shall be absolute and unconditional, statement shall not be affected by any circumstance whatsoever and without regard deemed to the termination of this Agreement or the Commitments hereunder, the existence of be a Default or Event of Default or the acceleration waiver of the Obligations right to collect such amounts. Notwithstanding the foregoing, Landlord and Tenant agree that the payment of Rent for the entire Term by Tenant would reimburse Landlord completely for the Other Allowances and Commissions as anticipated by this Lease, therefore Landlord agrees that Landlord will not collect or be entitled to collect any reimbursements hereunder and shall be made without any offset, abatement, withholding or reduction whatsoeverin an amount which is in excess of one hundred percent (100%) of the Rent due from Tenant to Landlord under this Lease.

Reimbursement. In (a) Whenever any Lender shall sustain or incur any losses or reasonable out-of-pocket expenses in connection with (i) the event failure by the Borrower to borrow, Continue or Convert any LIBOR Advance after having given notice of its intention to borrow, Continue or Convert such Advance in accordance with Section 2.2 or 2.6 hereof (whether by reason of the Borrower’s election not to proceed or the non-fulfillment of any drawing under any Letter of Creditthe conditions set forth in Article 3 hereof, but not as a result of a failure of such Lender to make a Loan in accordance with the terms of this Agreement), or (ii) the prepayment other than on the applicable Issuing Lender will promptly notify the Borrower and the Administrative Agent. The Borrower shall reimburse the applicable Issuing Lender on the day Payment Date (or failure to prepay after giving notice thereof) of drawing under any Letter of Credit if notified prior to 3:00 P.M. on a Business Day or, if after 3:00 P.M., on the following Business Day (either with the proceeds of a Revolving Loan obtained hereunder or otherwise) LIBOR Advance in same day funds as provided herein whole or in the LOC Documents. If the Borrower shall fail to reimburse the Issuing Lenders as provided herein, the unreimbursed amount of such drawing shall bear interest at a per annum rate equal to the Default Rate. Unless the Borrower shall immediately notify the applicable Issuing Lender and the Administrative Agent of its intent to otherwise reimburse such Issuing Lenderpart for any reason, the Borrower shall be deemed agrees to have requested a Mandatory LOC Borrowing (as defined in Section 2.3(e)) in the pay to such Lender, upon such Lender’s demand, an amount of the drawing as provided in subsection (e) hereof, the proceeds of which will be used sufficient to satisfy the Reimbursement Obligationscompensate such Lender for all such losses and out-of-pocket expenses. The BorrowerSuch Lender’s Reimbursement Obligations hereunder shall be absolute and unconditional under all circumstances irrespective of any rights of set-off, counterclaim or defense to payment the Borrower may claim or have against the Issuing Lenders, the Administrative Agent, the Lenders, the beneficiary of the Letter of Credit drawn upon or any other Person, including, without limitation, any defense based on any failure of the Borrower to receive consideration or the legality, validity, regularity or unenforceability of the Letter of Credit. Each Issuing Lender will promptly notify the other Revolving Lenders good faith determination of the amount of any unreimbursed drawing such losses or out-of-pocket expenses, as set forth in writing and each Revolving Lender shall promptly pay to accompanied by calculations in reasonable detail demonstrating the Administrative Agent basis for the account of such Issuing Lender, in Dollars and in immediately available funds, the amount of such Revolving Lender’s Revolving Commitment Percentage of such unreimbursed drawing. Such payment shall be made on the Business Day such notice is received by such Revolving Lender from the applicable Issuing Lender if such notice is received at or before 2:00 P.M., otherwise such payment shall be made at or before noon on the Business Day next succeeding the Business Day such notice is received. If such Revolving Lender does not pay such amount to the applicable Issuing Lender in full upon such request, such Revolving Lender shall, on its demand, pay to the Administrative Agent for the account of such Issuing Lender interest on the unpaid amount during the period from the date of such drawing until such Revolving Lender pays such amount to such Issuing Lender in full at a rate per annum equal to, if paid within two (2) Business Days of the date of drawing, the Federal Funds Effective Rate and thereafter at a rate equal to the Alternate Base Rate. Each Revolving Lender’s obligation to make such payment to the Issuing Lenders, and the right of the Issuing Lenders to receive the same, shall be absolute and unconditionalpresumptively correct absent manifest error. (b) Losses subject to reimbursement hereunder shall include, without limiting the generality of the foregoing, reasonable out-of-pocket expenses incurred by any Lender or any participant of such Lender permitted hereunder in connection with the re- employment of funds prepaid, paid, repaid, not borrowed, or not paid, as the case may be, but not losses resulting from lost Applicable Margin or other margin. Losses subject to reimbursement will be payable whether the Term Loan Maturity Date is changed by virtue of an amendment hereto (unless such amendment expressly waives such payment) or as a result of acceleration of the Loans. (c) Failure or delay on the part of any Lender to demand compensation pursuant to the foregoing provisions of this Section 2.9 shall not constitute a waiver of such Lender’s right to demand such compensation, provided that the Borrower shall not be affected by any circumstance whatsoever and without regard required to compensate a Lender pursuant to the termination foregoing provisions of this Agreement Section for any losses or expenses incurred more than six (6) months prior to the Commitments hereunder, date that such Lender notifies the existence of a Default or Event of Default or the acceleration Borrower of the Obligations hereunder circumstances giving rise to such losses or expenses and shall be made without any offset, abatement, withholding or reduction whatsoeverof such Lender’s intention to claim compensation therefor.

Reimbursement. In the event of any drawing under any Letter of Credit, the applicable Issuing Lender will promptly notify the Borrower. Unless the Borrower and shall immediately notify the Administrative AgentIssuing Lender that the Borrower intends to otherwise reimburse the Issuing Lender for such drawing, the Borrower shall be deemed to have requested that the Lenders make a Loan in the amount of the drawing as provided in subsection (e) hereof on the related Letter of Credit, the proceeds of which will be used to satisfy the related reimbursement obligations. The Borrower shall promises to reimburse the applicable Issuing Lender on the day of drawing under any Letter of Credit if notified prior to 3:00 P.M. on a Business Day or, if after 3:00 P.M., on the following Business Day (either with the proceeds of a Revolving Loan obtained hereunder or otherwise) in same day funds as provided herein or in the LOC Documentsfunds. If the Borrower shall fail to reimburse the Issuing Lenders Lender as provided hereinhereinabove, the unreimbursed amount of such drawing shall bear interest at a per annum rate equal to the Default Rate. Unless Base Rate plus the Borrower shall immediately notify the applicable Issuing Lender and the Administrative Agent of its intent to otherwise reimburse such Issuing Lender, the Borrower shall be deemed to have requested a Mandatory LOC Borrowing Applicable Percentage plus two percent (as defined in Section 2.3(e2%)) in the amount of the drawing as provided in subsection (e) hereof, the proceeds of which will be used to satisfy the Reimbursement Obligations. The Borrower’s Reimbursement Obligations 's reimbursement obligations hereunder shall be absolute and unconditional under all circumstances irrespective of any rights of set-offsetoff, counterclaim or defense to payment the Borrower may claim or have against the Issuing LendersLender, the Administrative Agent, the Lenders, the beneficiary of the Letter of Credit drawn upon or any other Person, including, including without limitation, limitation any defense based on any failure of the Borrower or any other Credit Party to receive consideration or the legality, validity, regularity or unenforceability of the Letter of Credit. Each The Issuing Lender will promptly notify the other Revolving Lenders of the amount of any unreimbursed drawing and each Revolving Lender shall promptly pay to the Administrative Agent for the account of such the Issuing Lender, Lender in Dollars and in immediately available funds, the amount of such Revolving Lender’s Revolving Commitment Percentage 's pro rata share of such unreimbursed drawing. Such payment shall be made on the Business Day day such notice is received by such Revolving Lender from the applicable Issuing Lender if such notice is received at or before 2:00 P.M.P.M. (Charlotte, North Carolina time) otherwise such payment shall be made at or before noon 12:00 Noon (Charlotte, North Carolina time) on the Business Day next succeeding the Business Day day such notice is received. If such Revolving Lender does not pay such amount to the applicable Issuing Lender in full upon such request, such Revolving Lender shall, on demand, pay to the Administrative Agent for the account of such the Issuing Lender interest on the unpaid amount during the period from the date of such drawing until such Revolving Lender pays such amount to such the Issuing Lender in full at a rate per annum equal to, if paid within two (2) Business Days of the date that such Lender is required to make payments of drawingsuch amount pursuant to the preceding sentence, the Federal Funds Effective Rate and thereafter at a rate equal to the Alternate Base Rate. Each Revolving Lender’s 's obligation to make such payment to the Issuing LendersLender, and the right of the Issuing Lenders Lender to receive the same, shall be absolute and unconditional, shall not be affected by any circumstance whatsoever and without regard to the termination of this Credit Agreement or the Commitments hereunder, the existence of a Default or Event of Default or the acceleration of the Obligations obligations of the Borrower hereunder and shall be made without any offset, abatement, withholding or reduction whatsoever. Simultaneously with the making of each such payment by a Lender to the Issuing Lender, such Lender shall, automatically and without any further action on the part of the Issuing Lender or such Lender, acquire a participation in an amount equal to such payment (excluding the portion of such payment constituting interest owing to the Issuing Lender) in the related unreimbursed drawing portion of the LOC Obligation and in the interest thereon and in the related LOC Documents, and shall have a claim against the Borrower with respect thereto.

Reimbursement. In Upon receipt from the event beneficiary of any Letter of Credit of any notice of a drawing under any such Letter of Credit, the applicable Issuing Lender will promptly shall notify the Borrower and the Administrative AgentAgent thereof (which the Administrative Agent will promptly forward to the Lenders). The No later than 11:00 a.m. on the date of any payment to be made by such Issuing Lender under a Letter of Credit, the Borrower shall reimburse the applicable agrees to pay to such Issuing Lender an amount equal to any amount paid or to be paid by such Issuing Lender on such date under or in respect of such Letter of Credit and in the day currency paid or to be paid by such Issuing Lender. Notwithstanding the foregoing, if, after the issuance of drawing under any Letter of Credit if notified prior denominated in a Foreign Currency, such currency ceases to 3:00 P.M. on a Business Day orbe an Agreed Currency as provided in the definition of Agreed Currency, if after 3:00 P.M., on then all payments to be made by the following Business Day Borrower hereunder in such currency shall instead be made when due (either with directly by the proceeds of Borrower or through a Revolving Loan obtained hereunder or otherwisedeemed borrowing under clause (i) below) in same day funds as provided herein or Dollars in the LOC Documents. If the Borrower shall fail to reimburse the Issuing Lenders as provided herein, the unreimbursed an amount of such drawing shall bear interest at a per annum rate equal to the Default Rate. Unless Dollar Amount (as of the date of repayment) of such payment due, it being the intention of the parties hereto that the Borrower shall immediately notify take all risks of the applicable imposition of any such currency control or exchange regulations. In the event an Issuing Lender makes a payment pursuant to a request for draw presented under a Letter of Credit and such payment is not promptly reimbursed by the Borrower as required herein, such Issuing Lender shall give notice of such payment to the Administrative Agent of its intent (which the Administrative Agent will promptly forward to otherwise reimburse the Lenders). In such Issuing Lenderevent, the Borrower shall be deemed to have requested a Mandatory LOC Revolving Borrowing consisting of (as defined i) for unreimbursed drawings under Letters of Credit denominated in Section 2.3(e)Dollars or in a Foreign Currency which ceased to be an Agreed Currency, Adjusted Base Rate Advances, and (ii) for unreimbursed drawings under Letters of Credit denominated in Foreign Currencies, Eurocurrency Rate Advances in such Agreed Currency and in the amount of such unreimbursed amount with an Interest Period of one month; provided that, if the drawing as provided in subsection (e) hereofRevolving Commitments have terminated or otherwise expired, such Eurocurrency Rate Advances shall bear interest at the proceeds of which will be used to satisfy the Reimbursement Obligationsovernight Eurocurrency Rate. The Borrower’s Reimbursement Obligations hereunder applicable Issuing Lender shall be absolute and unconditional under all circumstances irrespective of any rights of set-off, counterclaim or defense to payment the Borrower may claim or have against the Issuing Lenders, give the Administrative AgentAgent notice of such deemed Borrowing (A) by 12:00 p.m. (Houston, Texas time) on the Lendersdate before the proposed Borrowing is to be made in the case of an Adjusted Base Rate Advance or Eurocurrency Rate Advances bearing interest at the overnight Eurocurrency Rate and (B) by 12:00 p.m. (Houston, Texas time) on the beneficiary fourth Business Day before the date of such proposed Borrowing in the case of a Eurocurrency Rate Advance denominated in a Foreign Currency with an Interest Period of one month (which notice the Administrative Agent shall promptly give to each Lender). Each Lender shall, no later than 1:00 p.m. on the Business Day specified in such notice, promptly make such funds available to the applicable Issuing Lender, in the applicable currency and in an amount equal to such Lender’s Pro Rata Share of the unreimbursed amount. The Borrower hereby unconditionally and irrevocably authorizes, empowers, and directs the Administrative Agent and the Lenders to record and otherwise treat each payment under a Letter of Credit drawn upon not immediately reimbursed by the Borrower as a Borrowing comprised of Adjusted Base Rate Advances or Eurocurrency Rate Advances, as applicable, to the Borrower. If for any other Personreason such Mandatory Revolving Borrowing cannot be made by any Lender, including, without limitation, any defense based on any failure the request for such Mandatory Revolving Borrowing submitted by the applicable Issuing Lender as set forth herein shall be deemed to be a request by such Issuing Lender that each of the Borrower to receive consideration or Lenders fund its risk participation in the legality, validity, regularity or unenforceability of the relevant Letter of Credit. Each Issuing Lender will promptly notify the other Revolving Lenders of the amount of any unreimbursed drawing Credit and each Revolving Lender shall promptly pay Lender’s payment to the Administrative Agent for the account of such Issuing Lender, in Dollars and in immediately available funds, the amount of such Revolving Lender’s Revolving Commitment Percentage of such unreimbursed drawing. Such payment shall be made on the Business Day such notice is received by such Revolving Lender from the applicable Issuing Lender if such notice is received at or before 2:00 P.M., otherwise such payment pursuant to this clause (d) shall be made at or before noon on the Business Day next succeeding the Business Day deemed payment in respect of such notice is receivedparticipation. If such Revolving the funds are not made available by a Lender does not pay such amount to the applicable Issuing Lender on the required date (either as the making of a Revolving Advance or the funding of its participation interest in full upon such requestLetters of Credit), such Revolving Lender shall, on demand, shall pay interest thereon to the Administrative Agent for the account of such applicable Issuing Lender interest on the unpaid amount during the period from the date of such drawing until such Revolving Lender pays such amount to such Issuing Lender in full at a rate per annum equal toto the applicable Overnight Rate. At any time after any Lender has funded its participation in a Letter of Credit, if paid within two the applicable Issuing Lender receives any payment on the applicable Reimbursement Obligation from the Borrower, such Issuing Lender will distribute to such Lender its Pro Rata Share of such payment (2appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Lender’s participation was funded) Business Days in the same funds as those received by such Issuing Lender. All overdue Reimbursement Obligations of the date of drawing, the Federal Funds Effective Rate and thereafter at a rate equal to the Alternate Base Rate. Each Revolving Lender’s obligation to make such payment to the Issuing Lenders, and the right of the Issuing Lenders to receive the same, Borrower shall be absolute and unconditional, shall not be affected by any circumstance whatsoever and without regard to the termination of this Agreement or the Commitments hereunder, the existence of a Default or Event of Default or the acceleration of the Obligations hereunder and shall be made without any offset, abatement, withholding or reduction whatsoeverbear interest as set forth in Section 2.6(f).

Reimbursement. In the event of any drawing under any Letter of Credit, ------------- the applicable Issuing Lender will promptly notify the Borrower. Unless the Borrower and shall immediately notify the Administrative AgentIssuing Lender that the Borrower intends to otherwise reimburse the Issuing Lender for such drawing, the Borrower shall be deemed to have requested that the Lenders make a Revolving Loan in the amount of the drawing as provided in subsection (e) hereof on the related Letter of Credit, the proceeds of which will be used to satisfy the related reimbursement obligations. The Borrower shall promises to reimburse the applicable Issuing Lender on the day of drawing under any Letter of Credit if notified prior to 3:00 P.M. on a Business Day or, if after 3:00 P.M., on the following Business Day (either with the proceeds of a Revolving Loan obtained hereunder or otherwise) in same day funds as provided herein or in the LOC Documentsfunds. If the Borrower shall fail to reimburse the Issuing Lenders Lender as provided hereinhereinabove, the unreimbursed amount of such drawing shall bear interest at a per annum rate equal to the Default Rate. Unless Base Rate plus the Borrower shall immediately notify sum of (i) the applicable Issuing Lender Applicable Percentage and the Administrative Agent of its intent to otherwise reimburse such Issuing Lender, the Borrower shall be deemed to have requested a Mandatory LOC Borrowing (as defined in Section 2.3(eii) two percent (2%)) in the amount of the drawing as provided in subsection (e) hereof, the proceeds of which will be used to satisfy the Reimbursement Obligations. The Borrower’s Reimbursement Obligations 's reimbursement obligations hereunder shall be absolute and unconditional under all circumstances irrespective of any rights of set-offsetoff, counterclaim or defense to payment the Borrower may claim or have against the Issuing LendersLender, the Administrative Agent, the Lenders, the beneficiary of the Letter of Credit drawn upon or any other Person, including, including without limitation, limitation any defense based on any failure of the Borrower or any other Credit Party to receive consideration or the legality, validity, regularity or unenforceability of the Letter of Credit. Each The Issuing Lender will promptly notify the other Revolving Lenders of the amount of any unreimbursed drawing and each Revolving Lender shall promptly pay to the Administrative Agent for the account of such the Issuing Lender, Lender in Dollars and in immediately available funds, the amount of such Revolving Lender’s Revolving Commitment Percentage 's pro rata share of such unreimbursed drawing. Such payment shall be made on the Business Day day such notice is received by such Revolving Lender from the applicable Issuing Lender if such notice is received at or before 2:00 P.M.P.M. (Charlotte, North Carolina time) otherwise such payment shall be made at or before noon 12:00 Noon (Charlotte, North Carolina time) on the Business Day next succeeding the Business Day day such notice is received. If such Revolving Lender does not pay such amount to the applicable Issuing Lender in full upon such request, such Revolving Lender shall, on demand, pay to the Administrative Agent for the account of such the Issuing Lender interest on the unpaid amount during the period from the date of such drawing until such Revolving Lender pays such amount to such the Issuing Lender in full at a rate per annum equal to, if paid within two (2) Business Days of the date that such Lender is required to make payments of drawingsuch amount pursuant to the preceding sentence, the Federal Funds Effective Rate and thereafter at a rate equal to the Alternate Base Rate. Each Revolving Lender’s 's obligation to make such payment to the Issuing LendersLender, and the right of the Issuing Lenders Lender to receive the same, shall be absolute and unconditional, shall not be affected by any circumstance whatsoever and without regard to the termination of this Credit Agreement or the Commitments hereunder, the existence of a Default or Event of Default or the acceleration of the Obligations obligations of the Borrower hereunder and shall be made without any offset, abatement, withholding or reduction whatsoever. Simultaneously with the making of each such payment by a Lender to the Issuing Lender, such Lender shall, automatically and without any further action on the part of the Issuing Lender or such Lender, acquire a participation in an amount equal to such payment (excluding the portion of such payment constituting interest owing to the Issuing Lender) in the related unreimbursed drawing portion of the LOC Obligation and in the interest thereon and in the related LOC Documents, and shall have a claim against the Borrower with respect thereto.

Reimbursement. In the event of any drawing under any Letter of Credit, the applicable Issuing Lender will promptly notify the Borrower and the Administrative Agent. The Borrower shall reimburse the applicable Issuing Lender on the day of drawing under any Letter of Credit if notified prior to 3:00 P.M. on a Business Day or, if after 3:00 P.M., on the following Business Day (either with the proceeds of a Revolving Loan obtained hereunder or otherwise) in same day funds as provided herein or in the LOC Documents. If the Borrower shall fail to reimburse the applicable Issuing Lenders Lender as provided herein, the unreimbursed amount of such drawing shall bear interest at a per annum rate equal to the Default RateLIBOR Market Index Rate plus the Applicable Percentage. Unless the Borrower shall immediately notify the applicable Issuing Lender and the Administrative Agent of its intent to otherwise reimburse such the applicable Issuing Lender, the Borrower shall be deemed to have requested a Mandatory LOC Borrowing (as defined in Section 2.3(e)) Revolving Loan in the amount of the drawing as provided in subsection (e) hereofbelow, the proceeds of which will be used to satisfy the Reimbursement Obligationsreimbursement obligations. The Borrower’s Reimbursement Obligations reimbursement obligations hereunder shall be absolute and unconditional under all circumstances irrespective of any rights of set-off, counterclaim or defense to payment the Borrower may claim or have against the applicable Issuing LendersLender, the Administrative Agent, the Lenders, the beneficiary of the Letter of Credit drawn upon or any other Person, including, including without limitation, limitation any defense based on any failure of the Borrower to receive consideration or the legality, validity, regularity or unenforceability of the Letter of Credit. Each The applicable Issuing Lender will promptly notify the other Revolving Lenders of the amount of any unreimbursed drawing and each Revolving Lender shall promptly pay to the Administrative Agent for the account of such the applicable Issuing Lender, Lender in Dollars and in immediately available funds, the amount of such Revolving Lender’s Revolving LOC Commitment Percentage of such unreimbursed drawing. Such payment shall be made on the Business Day day such notice is received by such Revolving Lender from the applicable Issuing Lender if such notice is received at or before 2:00 P.M.P.M. (Charlotte, North Carolina time), otherwise such payment shall be made at or before noon 12:00 Noon (Charlotte, North Carolina time) on the Business Day next succeeding the Business Day day such notice is received. If such Revolving Lender does not pay such amount to the applicable Issuing Lender in full upon such request, such Revolving Lender shall, on demand, pay to the Administrative Agent for the account of such the applicable Issuing Lender interest on the unpaid amount during the period from the date of such drawing until such Revolving Lender pays such amount to such the applicable Issuing Lender in full at a rate per annum equal to, if paid within two (2) Business Days of the date of drawing, the Federal Funds Effective Rate and thereafter at a rate equal to the Alternate Base Rate. Each Revolving Lender’s obligation to make such payment to the applicable Issuing LendersLender, and the right of the applicable Issuing Lenders Lender to receive the same, shall be absolute and unconditional, shall not be affected by any circumstance whatsoever and without regard to the termination of this Agreement or the Commitments hereunder, the existence of a Default or Event of Default or the acceleration of the Obligations hereunder and shall be made without any offset, abatement, withholding or reduction whatsoever.

Reimbursement. In the event of any drawing under any U.S. Letter of Credit, the applicable U.S. Issuing Lender will promptly notify the Borrower Airgas and the Administrative U.S. Agent. The Borrower Unless Airgas shall immediately notify the U.S. Issuing Lender that Airgas intends to otherwise reimburse the applicable U.S. Issuing Lender for such drawing, Airgas shall be deemed to have requested that the U.S. Revolving Lenders make a U.S. Revolving Loan in the amount of the drawing as provided in subsection (e) hereof on the related U.S. Letter of Credit, the proceeds of which will be used to satisfy the related reimbursement obligations. Airgas promises to reimburse the U.S. Issuing Lender on the day of drawing under any U.S. Letter of Credit if notified prior to 3:00 P.M. on a Business Day or, if after 3:00 P.M., on the following Business Day (either with the proceeds of a U.S. Revolving Loan obtained hereunder or otherwise) in same day funds as provided herein or in the LOC Documentsfunds. If the Borrower Airgas shall fail to reimburse the U.S. Issuing Lenders Lender as provided hereinhereinabove, the unreimbursed amount of such drawing shall bear interest at a per annum rate equal to the Default RateU.S. Base Rate plus the sum of (i) the Applicable Percentage and (ii) two percent (2%). Unless the Borrower shall immediately notify the applicable Issuing Lender and the Administrative Agent of its intent to otherwise reimburse such Issuing Lender, the Borrower shall be deemed to have requested a Mandatory LOC Borrowing (as defined in Section 2.3(e)) in the amount of the drawing as provided in subsection (e) hereof, the proceeds of which will be used to satisfy the Reimbursement Obligations. The Borrower’s Reimbursement Obligations Airgas' reimbursement obligations hereunder shall be absolute and unconditional under all circumstances irrespective of any rights of set-offsetoff, counterclaim or defense to payment the Borrower Airgas may claim or have against the U.S. Issuing LendersLender, the Administrative U.S. Agent, the U.S. Revolving Lenders, the beneficiary of the U.S. Letter of Credit drawn upon or any other Person, including, including without limitation, limitation any defense based on any failure of the Borrower Airgas to receive consideration or the legality, validity, regularity or unenforceability of the Letter of Credit. Each Issuing Lender will promptly notify the other Revolving Lenders of the amount of any unreimbursed drawing and each Revolving Lender shall promptly pay to the Administrative Agent for the account of such Issuing Lender, in Dollars and in immediately available funds, the amount of such Revolving Lender’s Revolving Commitment Percentage of such unreimbursed drawing. Such payment shall be made on the Business Day such notice is received by such Revolving Lender from the applicable Issuing Lender if such notice is received at or before 2:00 P.M., otherwise such payment shall be made at or before noon on the Business Day next succeeding the Business Day such notice is received. If such Revolving Lender does not pay such amount to the applicable Issuing Lender in full upon such request, such Revolving Lender shall, on demand, pay to the Administrative Agent for the account of such Issuing Lender interest on the unpaid amount during the period from the date of such drawing until such Revolving Lender pays such amount to such Issuing Lender in full at a rate per annum equal to, if paid within two (2) Business Days of the date of drawing, the Federal Funds Effective Rate and thereafter at a rate equal to the Alternate Base Rate. Each Revolving Lender’s obligation to make such payment to the Issuing Lenders, and the right of the Issuing Lenders to receive the same, shall be absolute and unconditional, shall not be affected by any circumstance whatsoever and without regard to the termination of this Agreement or the Commitments hereunder, the existence of a Default or Event of Default or the acceleration of the Obligations hereunder and shall be made without any offset, abatement, withholding or reduction whatsoever.U.S.

Reimbursement. In the event of any drawing under any Letter of Credit, the applicable Issuing Lender Bank will promptly notify the Borrower and Borrowers. Unless the Administrative AgentBorrowers shall immediately notify the Issuing Bank that the Borrowers intend to otherwise reimburse the Issuing Bank for such drawing, the Borrowers shall be deemed to have requested that the Lenders make a Revolving Loan in the amount of the drawing as provided in Section 3.5 on the related Letter of Credit, the proceeds of which will be used to satisfy the related reimbursement obligations. The Borrower shall Borrowers promise to reimburse the applicable Issuing Lender Bank on the day of drawing under any Letter of Credit if notified prior to 3:00 P.M. on a Business Day or, if after 3:00 P.M., on the following Business Day (either with the proceeds of a Revolving Loan obtained hereunder or otherwise) in same day funds as provided herein or in the LOC Documentsfunds. If the Borrower Borrowers shall fail to reimburse the Issuing Lenders Bank as provided hereinhereinabove, the unreimbursed amount of such drawing shall bear interest at a per annum rate equal to the Default Rate. Unless Base Rate plus the Borrower shall immediately notify sum of (i) the applicable Issuing Lender Applicable Percentage for Base Rate Loans and the Administrative Agent of its intent to otherwise reimburse such Issuing Lender, the Borrower shall be deemed to have requested a Mandatory LOC Borrowing (as defined in Section 2.3(eii) two percent (2%)) in the amount of the drawing as provided in subsection (e) hereof, the proceeds of which will be used to satisfy the Reimbursement Obligations. The Borrower’s Reimbursement Obligations Borrowers' reimbursement obligations hereunder shall be absolute and unconditional under all circumstances irrespective of any rights of set-offsetoff, counterclaim or defense to payment the Borrower Borrowers may claim or have against the Issuing LendersBank, the Administrative Agent, the Lenders, the beneficiary of the Letter of Credit drawn upon or any other Person, including, including without limitation, limitation any defense based on any failure of the Borrower Borrowers to receive consideration or the legality, validity, regularity or unenforceability of the Letter of Credit. Each The Issuing Lender Bank will promptly notify the other Revolving Lenders of the amount of any unreimbursed drawing and each Revolving Lender shall promptly pay to the Administrative Agent for the account of such the Issuing Lender, Bank in Dollars and in immediately available funds, the amount of such Lender's Revolving Lender’s Revolving Credit Commitment Percentage of such unreimbursed drawing. Such payment shall be made on the Business Day such notice is received by such Revolving Lender from the applicable Issuing Lender Bank if such notice is received at or before 2:00 P.M., 1:00 P.M. otherwise such payment shall be made at or before noon 12:00 Noon on the Business Day next succeeding the Business Day day such notice is received. If such Revolving Lender does not pay such amount to the applicable Issuing Lender Bank in full upon such request, such Revolving Lender shall, on demand, pay to the Administrative Agent for the account of such the Issuing Lender Bank interest on the unpaid amount during the period from the date of such drawing until such Revolving Lender pays such amount to such the Issuing Lender Bank in full at a rate per annum equal to, if paid within two (2) Business Days of the date that such Lender is required to make payments of drawingsuch amount pursuant to the preceding sentence, the Federal Funds Effective Rate and thereafter at a rate equal to the Alternate Base Rate. Each Revolving Lender’s 's obligation to make such payment to the Issuing LendersBank, and the right of the Issuing Lenders Bank to receive the same, shall be absolute and unconditional, shall not be affected by any circumstance whatsoever and without regard to the termination of this Credit Agreement or the Commitments hereunder, the existence of a Default or Event of Default or the acceleration of the Obligations obligations of the Borrowers hereunder and shall be made without any offset, abatement, withholding or reduction whatsoever. Simultaneously with the making of each such payment by a Lender to the Issuing Bank, such Lender shall, automatically and without any further action on the part of the Issuing Bank or such Lender, acquire a participation in an amount equal to such payment (excluding the portion of such payment constituting interest owing to the Issuing Bank) in the related unreimbursed drawing portion of the Letter of Credit Obligation and in the interest thereon and in the related Letter of Credit Documents, and shall have a claim against the Borrowers with respect thereto.

Reimbursement. In Whenever any Lender shall sustain or incur any losses (including losses of anticipated profits) or out-of-pocket expenses in connection with (a) failure by the event Borrowers to borrow or continue any Eurodollar Advance, or convert any Advance to a Eurodollar Advance, in each case, after having given notice of their intention to do so in accordance with Section 2.2 (whether by reason of the election of the Borrowers not to proceed or the non-fulfillment of any drawing under of the conditions set forth in this Agreement), (b) prepayment of any Letter Eurodollar Advance in whole or in part for any reason or (c) failure by the Borrowers to prepay any Eurodollar Advance after giving notice of Creditits intention to prepay such Advance, the applicable Issuing Borrowers agree to pay, jointly and severally, to such Lender, promptly upon such Lender’s demand therefor, an amount sufficient to compensate such Lender will promptly notify for all such losses and out-of-pocket expenses. Such Lender’s good faith determination of the Borrower and the Administrative Agent. The Borrower shall reimburse the applicable Issuing Lender on the day of drawing under any Letter of Credit if notified prior to 3:00 P.M. on a Business Day or, if after 3:00 P.M., on the following Business Day (either with the proceeds of a Revolving Loan obtained hereunder or otherwise) in same day funds as provided herein or in the LOC Documents. If the Borrower shall fail to reimburse the Issuing Lenders as provided herein, the unreimbursed amount of such drawing losses and out-of-pocket expenses, absent manifest error, shall bear interest at be binding and conclusive. Losses subject to reimbursement hereunder shall include, without limitation, expenses incurred by any Lender or any participant of such Lender permitted hereunder in connection with the re-employment of funds prepaid, repaid, not borrowed, or paid, as the case may be, and any lost profit of such Lender or any participant of such Lender over the remainder of the Eurodollar Advance Period for such prepaid Advance. For purposes of calculating amounts payable to a per annum rate equal to the Default Rate. Unless the Borrower shall immediately notify the applicable Issuing Lender and the Administrative Agent of its intent to otherwise reimburse such Issuing Lenderunder this paragraph, the Borrower each Lender shall be deemed to have requested actually funded its relevant Eurodollar Advance through the purchase of a Mandatory LOC Borrowing (as defined deposit bearing interest at the Eurodollar Rate in Section 2.3(e)) in an amount equal to the amount of the drawing as provided in subsection (e) hereof, the proceeds of which will be used to satisfy the Reimbursement Obligations. The Borrower’s Reimbursement Obligations hereunder shall be absolute that Eurodollar Advance and unconditional under all circumstances irrespective of any rights of set-off, counterclaim or defense to payment the Borrower may claim or have against the Issuing Lenders, the Administrative Agent, the Lenders, the beneficiary of the Letter of Credit drawn upon or any other Person, including, without limitation, any defense based on any failure of the Borrower to receive consideration or the legality, validity, regularity or unenforceability of the Letter of Credit. Each Issuing Lender will promptly notify the other Revolving Lenders of the amount of any unreimbursed drawing having a maturity and each Revolving Lender shall promptly pay repricing characteristics comparable to the Administrative Agent for the account relevant Eurodollar Advance Period; provided, however, that each Lender may fund each of such Issuing Lender, its Eurodollar Advances in Dollars and in immediately available funds, the amount of such Revolving Lender’s Revolving Commitment Percentage of such unreimbursed drawing. Such payment shall be made on the Business Day such notice is received by such Revolving Lender from the applicable Issuing Lender if such notice is received at or before 2:00 P.M., otherwise such payment shall be made at or before noon on the Business Day next succeeding the Business Day such notice is received. If such Revolving Lender does not pay such amount to the applicable Issuing Lender in full upon such request, such Revolving Lender shall, on demand, pay to the Administrative Agent for the account of such Issuing Lender interest on the unpaid amount during the period from the date of such drawing until such Revolving Lender pays such amount to such Issuing Lender in full at a rate per annum equal to, if paid within two (2) Business Days of the date of drawing, the Federal Funds Effective Rate and thereafter at a rate equal to the Alternate Base Rate. Each Revolving Lender’s obligation to make such payment to the Issuing Lendersany manner it sees fit, and the right of the Issuing Lenders to receive the same, foregoing assumption shall be absolute and unconditional, shall not be affected by any circumstance whatsoever and without regard to utilized only for the termination calculation of amounts payable under this Agreement or the Commitments hereunder, the existence of a Default or Event of Default or the acceleration of the Obligations hereunder and shall be made without any offset, abatement, withholding or reduction whatsoeverSection.

Reimbursement. In the event of any drawing under any Letter of Credit, the applicable Issuing Lender will promptly notify the Borrower and the Administrative Agent. The Borrower shall reimburse the applicable Issuing Lender on or before the day Business Day immediately following the date on which it has received notice of any drawing under any Letter of Credit if notified prior to 3:00 P.M. on a Business Day or, if after 3:00 P.M., on the following Business Day (either with the proceeds of a Revolving Loan obtained hereunder or otherwise) in same day funds as provided herein or in the LOC Documents. If the Borrower shall fail to reimburse the Issuing Lenders Lender as provided herein, the unreimbursed amount of such drawing shall constitute a Payment Event of Default and automatically bear interest at a per annum rate equal to the Default RateRate subject to Section 2.8(b). Unless the Borrower shall immediately promptly notify the applicable Issuing Lender and the Administrative Agent of its intent to otherwise reimburse such the Issuing Lender, the Borrower shall be deemed to have requested a Mandatory LOC Borrowing (as defined in Section 2.3(e)) in the amount of the drawing as provided in subsection (e) hereof, the proceeds of which will be used to satisfy the Reimbursement Obligations. The Borrower’s Reimbursement Obligations hereunder shall be absolute and unconditional under all circumstances irrespective of any rights of set-off, counterclaim or defense to payment the Borrower may claim or have against the Issuing LendersLender, the Administrative Agent, the Lenders, the beneficiary of the Letter of Credit drawn upon or any other Person, including, without limitation, any defense based on any failure of the Borrower to receive consideration or the legality, validity, regularity or unenforceability of the Letter of Credit. Each Issuing Lender The Administrative Agent will promptly notify the other Revolving Lenders of the amount of any unreimbursed drawing and each Revolving Lender shall promptly pay to the Administrative Agent for the account of such the Issuing Lender, in Dollars and in immediately available funds, the amount of such Revolving Lender’s Revolving Commitment Percentage of such unreimbursed drawing. Such payment shall be made on the Business Day such notice is received by such Revolving Lender from the applicable Issuing Lender Administrative Agent if such notice is received at or before 2:00 P.M., otherwise such payment shall be made at or before noon 12:00 P.M. on the Business Day next succeeding the Business Day such notice is received. If such Revolving Lender does not pay such amount to the applicable Administrative Agent for the account of the Issuing Lender in full upon such request, such Revolving Lender shall, on demand, pay to the Administrative Agent for the account of such the Issuing Lender interest on the unpaid amount during the period from the date of such drawing until such Revolving Lender pays such amount to such the Administrative Agent for the account of the Issuing Lender in full at a rate per annum equal to, if paid within two (2) Business Days of the date of drawing, the Federal Funds Effective Rate and thereafter at a rate equal to the Alternate Base Rate. Each Revolving Lender’s obligation to make such payment to the Issuing LendersLender, and the right of the Issuing Lenders Lender to receive the same, shall be absolute and unconditional, shall not be affected by any circumstance whatsoever and without regard to the termination of this Agreement or the Commitments hereunder, the existence of a Default or Event of Default or the acceleration of the Obligations hereunder and shall be made without any offset, abatement, withholding or reduction whatsoever.

Reimbursement. In the event of any drawing under any Letter of Credit, the applicable Issuing Lender L/C Issuer will promptly notify the Borrower and the Administrative AgentAgent thereof not later than 12:00 noon (Charlotte, North Carolina time) on the date of any payment by such L/C Issuer under a Letter of Credit (each such date an “Honor Date”). The If the Borrower shall fails to so reimburse the applicable Issuing L/C Issuer by 1:00 p.m. (Charlotte, North Carolina time) on such date, such L/C Issuer shall notify the Agent and the Agent shall promptly notify each Lender of the Honor Date, the amount of the unreimbursed drawing (the “Unreimbursed Amount”) and the amount of such Lenders’ Commitment Percentage thereof. In such event, the Borrower shall be deemed to have requested a Base Rate Loan to be disbursed on the day Honor Date in a amount equal to the Unreimbursed Amount, without regard to minimum and multiples specified in Section 2.5 for the principal amount of drawing under any Letter Base Rate Loans, but subject to the amount of Credit if notified prior to 3:00 P.M. on a Business Day or, if after 3:00 P.M., on the following Business Day (either with unutilized portion of the proceeds of a Revolving Loan obtained hereunder or otherwise) Commitments and the conditions set forth in same day funds as provided herein or in the LOC DocumentsSection 5.2. If the Borrower shall fail to reimburse the Issuing Lenders applicable L/C Issuer as provided hereinhereinabove because the conditions to the Borrower’s obtaining a Revolving Loan have not been satisfied or for any other reason, the unreimbursed Borrower shall be deemed to have incurred from the applicable L/C Issuer an L/C Advance in the amount of the Unreimbursed Amount of such drawing drawing, which L/C Advance shall bear interest at a per annum rate equal to the Default Rate. Unless Adjusted Base Rate plus the Borrower shall immediately notify the applicable Issuing Lender and the Administrative Agent of its intent to otherwise reimburse such Issuing Lender, the Borrower shall be deemed to have requested a Mandatory LOC Borrowing Applicable Percentage plus two percent (as defined in Section 2.3(e2%)) in the amount of the drawing as provided in subsection (e) hereof, the proceeds of which will be used to satisfy the Reimbursement Obligations. The Borrower’s Reimbursement Obligations reimbursement obligations hereunder shall be absolute and unconditional under all circumstances (except as expressly set forth below) irrespective of any rights of set-off, counterclaim or defense to payment the applicable account party or the Borrower may claim or have against the Issuing Lendersapplicable L/C Issuer, the Administrative Agent, the Lenders, the beneficiary of the Letter of Credit drawn upon or any other Person, including, including without limitation, any defense based on any failure of the applicable account party or the Borrower to receive consideration or the legality, validity, regularity or unenforceability of the Letter of Credit. Each Issuing Lender The applicable L/C Issuer, through the Agent, will promptly notify the other Revolving Lenders of the amount of any unreimbursed drawing and any notice given by such L/C Issuer or the Agent pursuant to this Section 2.9(g) 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. Upon such notice, each Revolving Lender shall promptly pay to the Administrative Agent for the account of such Issuing Lenderthe applicable L/C Issuer, in Dollars and in immediately available funds, the amount of such Revolving Lender’s Revolving Commitment Percentage of such unreimbursed drawing. Such payment shall be made on the Business Day day such notice is received by such Revolving Lender from the applicable Issuing Lender Agent if such notice is received at or before 2:00 P.M.3:00 p.m. (Charlotte, North Carolina time), otherwise such payment shall be made at or before noon 1:00 p.m. (Charlotte, North Carolina time) on the Business Day next succeeding the Business Day day such notice is received. If such Revolving Lender does not pay such amount to the applicable Issuing Lender Agent in full upon such request, such Revolving Lender shall, on demand, pay to the Administrative Agent for the account of such Issuing Lender interest on the unpaid amount during the period from the date of such the Lender received the notice regarding the unreimbursed drawing until such Revolving the Lender pays such amount to such Issuing Lender the Agent in full at a rate per annum equal to, if paid within two (2) Business Days to the greater of the date of drawing, the Federal Funds Effective Rate and thereafter at a rate equal determined by the applicable L/C Issuer in accordance with banking industry rules on interbank compensation, plus any administrative, processing or similar fees customarily charged by such L/C Issuer in connection with the foregoing. If such Lender pays such amount (with interest and fees as aforesaid), the amount so paid shall constitute such Lenders’ Revolving Loan included in the relevant Extension of Credit. A certificate of the applicable L/C Issuer submitted to any Lender (through the Alternate Base RateAgent) with respect to any amounts owing under this Section 2.9(g) shall be conclusive absent demonstrable error. Each Revolving Lender’s obligation to make such payment to the Issuing LendersAgent for the account of the applicable L/C Issuer, and the right of the Issuing Lenders such L/C Issuer to receive the same, shall be absolute and unconditional, shall not be affected by any circumstance whatsoever and without regard to the termination of this Credit Agreement or the Revolving Loan Commitments hereunder, the existence of a Default or Event of Default or the acceleration of the Obligations obligations hereunder and shall be made without any offset, abatement, withholding or reduction whatsoever. Simultaneously with the making of each such payment by a Lender to an L/C Issuer, such Lender shall, automatically and without any further action on the part of such L/C Issuer or such Lender, acquire a participation in an amount equal to such payment (excluding the portion of such payment constituting interest owing to the Agent) in the related unreimbursed drawing portion of the Letter of Credit Obligation and in the interest thereon and in the related LOC Documents, and shall have a claim against the Borrower with respect thereto.

Reimbursement. In the event of any drawing under any Letter of Credit, the applicable Issuing Lender will promptly notify the Borrower and the Administrative Agent. The Borrower shall reimburse the applicable Issuing Lender on the day of drawing under any Letter of Credit if notified prior to 3:00 P.M. on a Business Day or, if after 3:00 P.M., on the following Business Day (either with the proceeds of a Revolving Loan obtained hereunder or otherwise) in same day funds as provided herein or in the LOC Documents. If the Borrower shall fail to reimburse the Issuing Lenders Lender as provided herein, the unreimbursed amount of such drawing shall bear interest at a per annum rate equal to the ABR Default RateRate for so long as such amount shall be unreimbursed. Unless the Borrower shall immediately notify the applicable Issuing Lender and the Administrative Agent of its intent to otherwise reimburse such the Issuing Lender, the Borrower shall be deemed to have requested a Revolving Loan (a "Mandatory LOC Borrowing (as defined in Section 2.3(e)Borrowing") in the amount of the drawing as provided in subsection (e) hereof, the proceeds of which will be used to satisfy the Reimbursement Obligationsreimbursement obligations. The Borrower’s Reimbursement Obligations 's reimbursement obligations hereunder shall be absolute and unconditional under all circumstances irrespective of any rights of set-off, counterclaim or defense to payment the Borrower may claim or have against the Issuing LendersLender, the Administrative Agent, the Lenders, the beneficiary of the Letter of Credit drawn upon or any other Person, including, including without limitation, limitation any defense based on any failure of the Borrower to receive consideration or the legality, validity, regularity or unenforceability of the Letter of Credit. Each The Issuing Lender will promptly notify the other Revolving Lenders of the amount of any unreimbursed drawing and each Revolving Lender shall promptly pay to the Administrative Agent for the account of such the Issuing Lender, Lender in Dollars and in immediately available funds, the amount of such Revolving Lender’s Revolving 's LOC Commitment Percentage of such unreimbursed drawing. Such payment shall be made on the Business Day day such notice is received by such Revolving Lender from the applicable Issuing Lender if such notice is received at or before 2:00 P.M.p.m., otherwise such payment shall be made at or before noon 12:00 Noon on the Business Day next succeeding the Business Day day such notice is received. If such Revolving Lender does not pay such amount to the applicable Issuing Lender in full upon such request, such Revolving Lender shall, on demand, pay to the Administrative Agent for the account of such the Issuing Lender interest on the unpaid amount during the period from the date of such drawing until such Revolving Lender pays such amount to such the Issuing Lender in full at a rate per annum equal to, if paid within two (2) Business Days of the date of drawing, the Federal Funds Effective Rate and thereafter at a rate equal to the Alternate Base Rate. Each Revolving Lender’s 's obligation to make such payment to the Issuing LendersLender, and the right of the Issuing Lenders Lender to receive the same, shall be absolute and unconditional, shall not be affected by any circumstance whatsoever and without regard to the termination of this Agreement or the Commitments hereunder, the existence of a Default or Event of Default or the acceleration of the Credit Party Obligations hereunder and shall be made without any offset, abatement, withholding or reduction whatsoever.

Reimbursement. (i) In the event of any drawing under any Letter of Credit, the applicable Issuing Lender L/C Issuer will promptly notify the Borrower and the Administrative AgentBorrower. The Borrower shall reimburse the applicable Issuing Lender L/C Issuer on the day of drawing under any Letter of Credit if notified prior to 3:00 P.M. on a Business Day or, if after 3:00 P.M., on the following Business Day (either with the proceeds of a Revolving Loan obtained hereunder or otherwise) otherwise in same day funds as provided herein or in the LOC Documentsimmediately available funds. If the Borrower shall fail to reimburse the Issuing Lenders applicable L/C Issuer as provided hereinhereinabove (the “Unreimbursed Amount”), the unreimbursed amount of such drawing shall bear interest at a per annum rate equal to the Default Rate. Unless Base Rate plus two percent (2%). (ii) Subsequent to a drawing under any Letter of Credit, unless the Borrower shall immediately notify the applicable Issuing Lender and the Administrative Agent L/C Issuer of its intent to otherwise reimburse such Issuing LenderL/C Issuer, the Borrower shall be deemed to have requested a Mandatory LOC Borrowing (as defined in Section 2.3(e)) Base Rate Loan in the amount of the drawing as provided in subsection (e) hereofdescribed herein, the proceeds of which will be used to satisfy the Reimbursement Obligationsreimbursement obligations. The Borrower’s Reimbursement Obligations hereunder On any day on which the Borrower shall be absolute and unconditional deemed to have requested a Revolving Loan borrowing to reimburse a drawing under all circumstances irrespective a Letter of any rights of set-off, counterclaim or defense to payment the Borrower may claim or have against the Issuing LendersCredit, the Administrative AgentAgent shall give notice to the Lenders that a Revolving Loan has been deemed requested in connection with a drawing under a Letter of Credit, the Lendersin which case a Revolving Loan borrowing comprised solely of Base Rate Loans (each such borrowing, the beneficiary a “Mandatory Borrowing”) shall be immediately made from all Lenders (without giving effect to any termination of the Letter Commitments pursuant to Section 9.2 or otherwise) pro rata based on each Lender’s respective Pro Rata Share and the proceeds thereof shall be paid directly to the applicable L/C Issuer for application to the respective L/C Obligations. Each Lender hereby irrevocably agrees to make such Revolving Loans immediately upon any such request or deemed request on account of Credit drawn upon each such Mandatory Borrowing in the amount and in the manner specified in the preceding sentence and on the same such date notwithstanding (A) the amount of Mandatory Borrowing may not comply with the minimum amount for borrowings of Revolving Loans otherwise required hereunder, (B) the failure of any conditions specified in Section 5.1 to have been satisfied, (C) the existence of a Default or an Event of Default, (D) the failure of any such request or deemed request for Revolving Loans to be made by the time otherwise required hereunder, (E) the date of such Mandatory Borrowing, or (F) any reduction in the Revolving Committed Amount or any other Person, termination of the Commitments. (iii) In the event that any Mandatory Borrowing cannot for any reason be made on the date otherwise required above (including, without limitation, any defense based on any failure as a result of the Borrower commencement of a proceeding under the Bankruptcy Code with respect to receive consideration or the legalityBorrower), validity, regularity or unenforceability then each such Lender hereby agrees that it shall forthwith fund (as of the Letter of Credit. Each Issuing Lender will promptly notify date the other Revolving Lenders of Mandatory Borrowing would otherwise have occurred, but adjusted for any payments received from the amount of Borrower on or after such date and prior to such purchase) its Pro Rata Share in the outstanding L/C Obligations; provided, that in the event any unreimbursed drawing and each Revolving Lender shall promptly pay fail to fund its Pro Rata Share on the Administrative Agent for day the account of such Issuing LenderMandatory Borrowing would otherwise have occurred, in Dollars and in immediately available funds, then the amount of such Revolving Lender’s Revolving Commitment Percentage of such unreimbursed drawing. Such payment unfunded participation interest therein shall be made on the Business Day such notice is received by such Revolving Lender from the applicable Issuing Lender if such notice is received at or before 2:00 P.M., otherwise such payment shall be made at or before noon on the Business Day next succeeding the Business Day such notice is received. If such Revolving Lender does not pay such amount bear interest payable to the applicable Issuing Lender in full L/C Issuer upon such request, such Revolving Lender shall, on demand, pay to at the Administrative Agent for the account of such Issuing Lender interest on the unpaid amount during the period from the date of such drawing until such Revolving Lender pays such amount to such Issuing Lender in full at a rate per annum equal to, if paid within two (2) Business Days of the date of drawingsuch date, the Federal Funds Effective Rate Overnight Rate, and thereafter at a rate equal to the Alternate Base Rate. Each Revolving Lender’s obligation to make Simultaneously with the making of each such payment by a Lender to such L/C Issuer, such Lender shall, automatically and without any further action on the Issuing Lenderspart of such L/C Issuer or such Lender, and acquire a participation in an amount equal to such payment (excluding the right portion of such payment constituting interest owing to such L/C Issuer) in the related unreimbursed drawing portion of the Issuing L/C Obligation and in the interest thereon and shall have a claim against the Borrower with respect thereto. Any payment by the Lenders pursuant to receive the same, shall be absolute and unconditional, this clause (iii) shall not be affected by any circumstance whatsoever and without regard to relieve or otherwise impair the termination of this Agreement or the Commitments hereunder, the existence of a Default or Event of Default or the acceleration obligations of the Obligations hereunder and shall be made without any offset, abatement, withholding or reduction whatsoeverBorrower to reimburse the applicable L/C Issuer under a Letter of Credit.

Reimbursement. In the event of any drawing under any Letter of Credit, the applicable Issuing Lender will promptly notify the Borrower and the Administrative Agent. The Borrower shall reimburse the applicable Issuing Lender on the day of drawing under any Letter of Credit if notified prior to 3:00 P.M. on a Business Day or, if after 3:00 P.M., on the following Business Day (either with the proceeds of a Revolving Loan obtained hereunder or otherwise) in same day funds as provided herein or in the LOC Documents. If the Borrower shall fail to reimburse the Issuing Lenders as provided herein, the unreimbursed amount of such drawing shall bear interest at a per annum rate equal to the Default RateBorrower. Unless the Borrower shall immediately notify the applicable Issuing Lender and the Administrative Agent of its intent to otherwise reimburse such the Issuing Lender, the Borrower shall be deemed to have requested a Mandatory LOC Borrowing (as defined in Section 2.3(e)) Revolving Loan at the Adjusted Base Rate in the amount of the drawing as provided in subsection (e) hereof, the proceeds of which will be used to satisfy the Reimbursement Obligationsreimbursement obligations. The Borrower shall reimburse the Issuing Lender on the day of drawing under any Letter of Credit either with the proceeds of a Revolving Loan obtained hereunder or otherwise in same day funds as provided herein or in the LOC Documents. If the Borrower shall fail to reimburse the Issuing Lender as provided hereinabove, the unreimbursed amount of such drawing shall bear interest at a per annum rate equal to the Base Rate plus the Applicable Percentage for Base Rate Loans that are Revolving Loans plus two percent (2%). The Borrower’s Reimbursement Obligations 's reimbursement obligations hereunder shall be absolute and unconditional under all circumstances irrespective of (but without waiver of) any rights of set-off, counterclaim or defense to payment that the applicable account party or the Borrower may claim or have against the Issuing LendersLender, the Administrative AgentAgents, the Lenders, the beneficiary of the Letter of Credit drawn upon or any other Person, including, including without limitation, any defense based on any failure of the applicable account party, the Borrower or any other Credit Party to receive consideration or the legality, validity, regularity or unenforceability of the Letter of Credit. Each The Issuing Lender will promptly notify the other Revolving Lenders LOC Participants of the amount of any unreimbursed drawing and each Revolving Lender LOC Participant shall promptly pay to the Administrative Agent for the account of such the Issuing Lender, in Dollars and in immediately available funds, the amount of such LOC Participant's Revolving Lender’s Revolving Loan Commitment Percentage of such unreimbursed drawing. Such payment shall be made on the Business Day day such notice is received by such Revolving Lender from the applicable Issuing Lender if such notice is received at or before 2:00 P.M.p.m., otherwise such payment shall be made at or before noon 12:00 Noon on the Business Day next succeeding the Business Day day such notice is received. If such Revolving Lender LOC Participant does not pay such amount to the applicable Issuing Lender in full upon such request, such Revolving Lender LOC Participant shall, on demand, pay to the Administrative Agent for the account of such the Issuing Lender interest on the unpaid amount during the period from the date of such the LOC Participant received the notice regarding the unreimbursed drawing until such Revolving Lender LOC Participant pays such amount to such the Issuing Lender in full at a rate per annum equal to, if paid within two (2) Business Days of the date of drawing, the Federal Funds Effective Rate and thereafter at a rate equal to the Alternate Base Rate. Each Revolving Lender’s LOC Participant's obligation to make such payment to the Issuing LendersLender, and the right of the Issuing Lenders Lender to receive the same, shall be absolute and unconditional, shall not be affected by any circumstance whatsoever and without regard to the termination of this Credit Agreement or the Commitments hereunder, the existence of a Default or Event of Default or the acceleration of the Obligations obligations hereunder and shall be made without any offset, abatement, withholding or reduction whatsoever. Simultaneously with the making of each such payment by a LOC Participant to the Issuing Lender, such LOC Participant shall, automatically and without any further action on the part of the Issuing Lender or such LOC Participant, acquire a participation in an amount equal to such payment (excluding the portion of such payment constituting interest owing to the Issuing Lender) in the related unreimbursed drawing portion of the LOC Obligation and in the interest thereon and in the related LOC Documents, and shall have a claim against the Borrower and the other Credit Parties with respect thereto.

Reimbursement. In the event of any drawing under any Letter of Credit, the applicable Issuing Lender will promptly notify the Borrower and the Administrative Agent. Unless the Borrower shall immediately notify the Administrative Agent and the Issuing Lender that the Borrower intends to otherwise reimburse the Issuing Lender for such drawing, the Borrower shall be deemed to have requested that the Lenders make a Revolving Loan in the amount of the drawing as provided in subsection (e) below on the related Letter of Credit, the proceeds of which will be used to satisfy the related reimbursement obligations. The Borrower shall promises to reimburse the applicable Issuing Lender on the day of drawing under any Letter of Credit if notified prior to 3:00 P.M. on a Business Day or, if after 3:00 P.M., on the following Business Day (either with the proceeds of a Revolving Loan obtained hereunder or otherwise) in same day funds as provided herein or in the LOC Documentsfunds. If the Borrower shall fail to reimburse the Issuing Lenders Lender as provided hereinhereinabove, the Borrower promises to pay the Issuing Lender interest on the unreimbursed amount of such drawing shall bear interest on demand at a per annum rate equal to the Default Rate. Unless the Borrower shall immediately notify the applicable Issuing Lender and the Administrative Agent of its intent to otherwise reimburse such Issuing Lender, the Borrower shall be deemed to have requested a Mandatory LOC Borrowing (as defined in Section 2.3(e)) in the amount of the drawing as provided in subsection (e) hereof, the proceeds of which will be used to satisfy the Reimbursement ObligationsAdjusted Base Rate plus 2%. The Borrower’s Reimbursement Obligations 's reimbursement obligations hereunder shall be absolute and unconditional under all circumstances irrespective of any rights of set-offsetoff, counterclaim or defense to payment the Borrower may claim or have against the Issuing LendersLender, the Administrative Agent, the Lenders, the beneficiary of the Letter of Credit drawn upon or any other Person, including, including without limitation, limitation any defense based on any failure of the Borrower or any other Credit Party to receive consideration or the legality, validity, regularity or unenforceability of the Letter of Credit. Each The Issuing Lender will promptly notify the Administrative Agent, who shall in turn, promptly notify the other Revolving affected Lenders of the amount of any unreimbursed drawing and each Revolving Lender shall promptly pay to the Administrative Agent for the account of such the Issuing Lender, Lender in Dollars and in immediately available funds, the amount of such Revolving Lender’s Revolving Commitment Percentage 's pro rata share of such unreimbursed drawing. Such payment shall be made on the Business Day day such notice is received by such Revolving Lender from the applicable Issuing Lender Administrative Agent if such notice is received at or before 2:00 P.M.P.M. (Charlotte, North Carolina time), and otherwise such payment shall be made at or before noon 12:00 Noon (Charlotte, North Carolina time) on the Business Day next succeeding the Business Day day such notice is received. If such Revolving Lender does not pay such amount to the applicable Administrative Agent for the account of the Issuing Lender in full upon such request, such Revolving Lender shall, on demand, pay to the Administrative Agent for the account of such the Issuing Lender interest on the unpaid amount during the period from the date of such drawing until such Revolving Lender pays such amount to such the Administrative Agent for the account of the Issuing Lender in full at a rate per annum equal to, if paid within two (2) Business Days of the date that such Lender is required to make payments of drawingsuch amount pursuant to the preceding sentence, the Federal Funds Effective Rate and thereafter at a rate equal to the Alternate Base Rate. Each Revolving Lender’s 's obligation to make such payment to the Issuing LendersLender, and the right of the Issuing Lenders Lender to receive the same, shall be absolute and unconditional, shall not be affected by any circumstance whatsoever and without regard to the termination of this Credit Agreement or the Commitments hereunder, the existence of a Default or Event of Default or the acceleration of the Obligations obligations of the Borrower hereunder and shall be made without any offset, abatement, withholding or reduction whatsoever. Simultaneously with the making of each such payment by a Lender to the Administrative Agent for the account of the Issuing Lender, such Lender shall, automatically and without any further action on the part of the Administrative Agent, the Issuing Lender or such Lender, acquire a Participation Interest in an amount equal to such payment (excluding the portion of such payment constituting interest owing to the Issuing Lender) in the related unreimbursed drawn portion of the LOC Obligation and in the interest thereon and in the related LOC Documents, and shall have a claim against the Borrower with respect thereto.

Reimbursement. In the event of any drawing under any Letter of Credit, the applicable Issuing Lender will promptly notify the Borrower. Unless the Borrower and shall immediately notify the Administrative AgentIssuing Lender that the Borrower intends to otherwise reimburse the Issuing Lender for such drawing, the Borrower shall be deemed to have requested that the Lenders make a Revolving Loan in the amount of the drawing as provided in clause (e) below on the related Letter of Credit, the proceeds of which will be used to satisfy the related reimbursement obligations. The Borrower shall promises to reimburse the applicable Issuing Lender on the day of drawing under any Letter of Credit if notified prior to 3:00 P.M. on a Business Day or, if after 3:00 P.M., on the following Business Day (either with the proceeds of a Revolving Loan obtained hereunder or otherwise) in same day funds as provided herein or in the LOC Documentsfunds. If the Borrower shall fail to reimburse the Issuing Lenders Lender as provided hereinhereinabove, the unreimbursed amount of such drawing shall bear interest at a per annum rate equal to the Default Rate. Unless the Borrower shall immediately notify the applicable Issuing Lender and the Administrative Agent of its intent to otherwise reimburse such Issuing Lender, the Borrower shall be deemed to have requested a Mandatory LOC Borrowing (as defined in Section 2.3(e)) in the amount of the drawing as provided in subsection (e) hereof, the proceeds of which will be used to satisfy the Reimbursement ObligationsAdjusted Base Rate plus 2%. The Borrower’s Reimbursement Obligations 's reimbursement obligations hereunder shall be absolute and unconditional under all circumstances irrespective of any rights of set-offsetoff, counterclaim or defense to payment the Borrower may claim or have against the Issuing LendersLender, the Administrative Agent, the Lenders, the beneficiary of the Letter of Credit drawn upon or any other Person, including, including without limitation, limitation any defense based on any failure of the Borrower or any other Credit Party to receive consideration or the legality, validity, regularity or unenforceability of the Letter of Credit. Each The Issuing Lender will promptly notify the other Revolving Lenders of the amount of any unreimbursed drawing and each Revolving Lender shall promptly pay to the Administrative Agent for the account of such the Issuing Lender, Lender in Dollars and in immediately available funds, the amount of such Revolving Lender’s Revolving Commitment Percentage 's pro rata share of such unreimbursed drawing. Such payment shall be made on the Business Day day such notice is received by such Revolving Lender from the applicable Issuing Lender if such notice is received at or before 2:00 P.M.P.M. (Charlotte, North Carolina time), and otherwise such payment shall be made at or before noon 12:00 Noon (Charlotte, North Carolina time) on the Business Day next succeeding the Business Day day such notice is received. If such Revolving Lender does not pay such amount to the applicable Issuing Lender in full upon such request, such Revolving Lender shall, on demand, pay to the Administrative Agent for the account of such the Issuing Lender interest on the unpaid amount during the period from the date of such drawing until such Revolving Lender pays such amount to such the Issuing Lender in full at a rate per annum equal to, if paid within two (2) Business Days of the date that such Lender is required to make payments of drawingsuch amount pursuant to the preceding sentence, the Federal Funds Effective Rate and thereafter at a rate equal to the Alternate Base Rate. Each Revolving Lender’s 's obligation to make such payment to the Issuing LendersLender, and the right of the Issuing Lenders Lender to receive the same, shall be absolute and unconditional, shall not be affected by any circumstance whatsoever and without regard to the termination of this Credit Agreement or the Commitments hereunder, the existence of a Default or Event of Default or the acceleration of the Obligations obligations of the Borrower hereunder and shall be made without any offset, abatement, withholding or reduction whatsoever. Simultaneously with the making of each such payment by a Lender to the Issuing Lender, such Lender shall, automatically and without any further action on the part of the Issuing Lender or such Lender, acquire a Participation Interest in an amount equal to such payment (excluding the portion of such payment constituting interest owing to the Issuing Lender) in the related unreimbursed drawing portion of the LOC Obligation and in the interest thereon and in the related LOC Documents, and shall have a claim against the Borrower with respect thereto.

Reimbursement. In the event The Borrowers are irrevocably and unconditionally obligated without presentment, demand, protest or other formalities of any kind to reimburse an Issuing Lender in immediately available funds for any amounts paid by an Issuing Lender with respect to any Letter of Credit issued hereunder. Upon receipt from the beneficiary of any Letter of Credit of any notice of drawing under any such Letter of Credit, the applicable Issuing Lender will promptly shall notify the Borrower Borrowers and Administrative Agent thereof. Not later than 11:00 a.m. (New York City time) on the date of any payment by any Issuing Lender under a Letter of Credit (or if notice is not provided to the Borrowers of such drawing prior to such time, not later than 11:00 a.m. (New York City time) on the immediately succeeding Business Day), the Borrowers shall reimburse such Issuing Lender through the Administrative AgentAgent in the amount equal to the amount of such drawing (and, if reimbursed on the immediately succeeding Business Day pursuant to this sentence, interest at the sum of the Base Rate plus the Applicable Margin for Revolving Loans on such day (or days if the next immediately succeeding day is not a Business Day)). The Borrower shall If the Borrowers fail to so reimburse the applicable Issuing Lender on the day of drawing under any Letter of Credit if notified prior to 3:00 P.M. on a Business Day or, if after 3:00 P.M., on the following Business Day (either with the proceeds of a Revolving Loan obtained hereunder or otherwise) in same day funds as provided herein or in the LOC Documents. If the Borrower shall fail to reimburse the Issuing Lenders as provided hereinby such time, the unreimbursed amount of such drawing shall bear interest at a per annum rate equal to the Default Rate. Unless the Borrower shall immediately notify the applicable Issuing Lender and the Administrative Agent of its intent to otherwise reimburse such Issuing Lender, the Borrower Borrowers shall be deemed to have requested a Mandatory LOC Borrowing Revolving Loan (as defined in Section 2.3(e)not a Swingline Loan) in the amount of the drawing as provided in subsection (e) hereof, the proceeds of which will be used payment made by such Issuing Lender with respect to satisfy the Reimbursement Obligations. The Borrower’s Reimbursement Obligations hereunder shall be absolute and unconditional under all circumstances irrespective of any rights of set-off, counterclaim or defense to payment the Borrower may claim or have against the Issuing Lenders, the Administrative Agent, the Lenders, the beneficiary of the Letter of Credit drawn upon or any other Person, including, without limitation, any defense based on any failure of the Borrower to receive consideration or the legality, validity, regularity or unenforceability of the such Letter of Credit. Each All amounts paid by an Issuing Lender will with respect to any Letter of Credit that are not repaid by the Borrowers as required by this Section 2.1.1(d)(ii), or that are not repaid with a Revolving Loan shall bear interest at the sum of the Base Rate plus the highest Applicable Margin for Revolving Loans plus 2% . Each Revolving Lender agrees to fund its Percentage of any Revolving Loan made pursuant to this Section 2.1.1(d)(ii). In the event the Borrowers fail to reimburse an Issuing Lender in full for any payment in respect of a Letter of Credit issued hereunder, the Administrative Agent shall promptly notify the other each Revolving Lenders Lender of the amount of any such unreimbursed drawing payment and the accrued interest thereon and each Revolving Lender shall promptly pay to the Administrative Agent for the account of such Issuing Lender, in Dollars and in immediately available funds, the amount of such Revolving Lender’s Revolving Commitment , on the next Business Day, shall deliver to Administrative Agent an amount equal to its Percentage of such unreimbursed drawingthe aggregate Revolving Loan Commitments in same day funds. Such payment shall be made on the Business Day such notice is received by such Each Revolving Lender from the applicable hereby absolutely and unconditionally agrees to pay to each Issuing Lender if such notice is received at or before 2:00 P.M., otherwise such payment shall be made at or before noon on the Business Day next succeeding the Business Day such notice is received. If such Revolving Lender does not pay such amount to the applicable Issuing Lender in full upon such request, such Revolving Lender shall, on demand, pay to the Administrative Agent for the account of demand by such Issuing Lender interest on the unpaid amount during the period from the date such Lender’s Percentage of such drawing until such Revolving Lender pays such amount to each payment made by such Issuing Lender in full at respect of a rate per annum equal to, if paid within two (2) Business Days Letter of Credit and not immediately reimbursed by the date of drawing, the Federal Funds Effective Rate and thereafter at a rate equal to the Alternate Base RateBorrowers. Each Revolving Lender’s obligation Lender acknowledges and agrees that its obligations to acquire participations pursuant to this Section 2.1.1(d)(ii) in respect of Letters of Credit and to make such payment the payments to each Issuing Lender required by the Issuing Lenders, and the right of the Issuing Lenders to receive the same, shall be preceding sentence are absolute and unconditional, unconditional and shall not be affected by any circumstance whatsoever whatsoever, including the occurrence and without regard to the termination of this Agreement or the Commitments hereunder, the existence continuance of a Default or an Event of Default or any failure by the acceleration Borrowers to satisfy any of the Obligations hereunder conditions set forth in Section 5.3. If any Revolving Lender fails to make available to an Issuing Lender the amount of such Lender’s Percentage of any payments made by such Issuing Lender in respect of a Letter of Credit as provided in this Section 2.1.1(d)(ii), the Administrative Agent may elect to apply Cash Collateral as described in Section 4.13 and pay such amount to such Issuing Lender. If the Administrative Agent does not so elect or if the funds in such account are insufficient, such Issuing Lender shall be made without any offset, abatement, withholding or reduction whatsoeverentitled to recover such amount on demand from such Revolving Lender together with interest at the Base Rate.

Reimbursement. In All billing practices of each Acquired Entity with respect to all third party payors, including the event Programs and private insurance companies, have been in compliance with all applicable Laws and policies of any drawing under any Letter of Creditsuch third party payors, the applicable Issuing Lender will promptly notify the Borrower private insurance companies, and the Administrative AgentPrograms in all material respects. The Borrower shall reimburse All claims, returns, invoices and other forms made by the applicable Issuing Lender on the day of drawing under any Letter of Credit if notified prior Acquired Entities to 3:00 P.M. on a Business Day orMedicare, if after 3:00 P.M., on the following Business Day (either with the proceeds of a Revolving Loan obtained hereunder or otherwise) in same day funds as provided herein or in the LOC Documents. If the Borrower shall fail to reimburse the Issuing Lenders as provided herein, the unreimbursed amount of such drawing shall bear interest at a per annum rate equal to the Default Rate. Unless the Borrower shall immediately notify the applicable Issuing Lender and the Administrative Agent of its intent to otherwise reimburse such Issuing Lender, the Borrower shall be deemed to have requested a Mandatory LOC Borrowing (as defined in Section 2.3(e)) in the amount of the drawing as provided in subsection (e) hereof, the proceeds of which will be used to satisfy the Reimbursement Obligations. The Borrower’s Reimbursement Obligations hereunder shall be absolute and unconditional under all circumstances irrespective of any rights of set-off, counterclaim or defense to payment the Borrower may claim or have against the Issuing Lenders, the Administrative Agent, the Lenders, the beneficiary of the Letter of Credit drawn upon Medicaid or any other Personthird party payor are true, includingcomplete, without limitationcorrect and accurate in all material respects. No deficiency in any such claims, returns or other filings, including claims for overpayments, setoff or recoupments, or deficiencies for late filings, has been asserted or, to the Knowledge of Seller, threatened by any defense Governmental Authority or any other third party payor, other than medical or claim reviews arising in the ordinary course of business, and, to the Knowledge of Seller, there is no basis for any such claims or deficiencies. To Seller’s Knowledge, no Acquired Entity within the prior five (5) years has been subject to any audit, investigation, monitoring or other form of review by any Governmental Authority based on upon an alleged improper activity. No Acquired Entity has billed or received any failure payment or reimbursement in excess of amounts allowed by Law. There is no proceeding or investigation (except for medical reviews or claim reviews in the ordinary course of business) pending or, to the Knowledge of Seller, threatened against Seller or the Acquired Entities, involving any of the Borrower to receive consideration Programs, or any other third party payor programs. Seller has provided Purchaser copies of all written reports, surveys, deficiency notices, complaints, plans of correction, inquiries or notices of investigation received by Seller or any Acquired Entity within the past twenty-four (24) months from any payor, Governmental Authority or accrediting body. The Acquired Entities are not currently under focused medical review or the legality, validity, regularity or unenforceability of the Letter of Credit. Each Issuing Lender will promptly notify the other Revolving Lenders of the amount subject of any unreimbursed drawing probe audits by the Centers for Medicare and each Revolving Lender shall promptly pay Medicaid Services or its contractors and, to the Administrative Agent for the account Knowledge of Seller, no such Issuing Lender, in Dollars and in immediately available funds, the amount of such Revolving Lender’s Revolving Commitment Percentage of such unreimbursed drawing. Such payment shall be made on the Business Day such notice is received by such Revolving Lender from the applicable Issuing Lender if such notice is received at or before 2:00 P.M., otherwise such payment shall be made at or before noon on the Business Day next succeeding the Business Day such notice is received. If such Revolving Lender does not pay such amount to the applicable Issuing Lender in full upon such request, such Revolving Lender shall, on demand, pay to the Administrative Agent for the account of such Issuing Lender interest on the unpaid amount during the period from the date of such drawing until such Revolving Lender pays such amount to such Issuing Lender in full at a rate per annum equal to, if paid within two (2) Business Days of the date of drawing, the Federal Funds Effective Rate and thereafter at a rate equal to the Alternate Base Rate. Each Revolving Lender’s obligation to make such payment to the Issuing Lenders, and the right of the Issuing Lenders to receive the same, shall be absolute and unconditional, shall not be affected by any circumstance whatsoever and without regard to the termination of this Agreement or the Commitments hereunder, the existence of a Default or Event of Default or the acceleration of the Obligations hereunder and shall be made without any offset, abatement, withholding or reduction whatsoeveractions have been threatened.

Reimbursement. In the event of any drawing under any Letter of Credit, the applicable Issuing Lender Bank will promptly notify the Borrower Company and the Administrative Agent. The Borrower Company shall reimburse the applicable Issuing Lender Bank on the day of drawing under any Letter of Credit if notified prior to 3:00 P.M. on a Business Day or, if after 3:00 P.M., on the following Business Day (either with the proceeds of a Revolving Loan obtained hereunder or otherwise) in same day funds as provided herein or in the LOC Documents. If the Borrower Company shall fail to reimburse the Issuing Lenders Bank as provided herein, the unreimbursed amount of such drawing shall bear interest at a per annum rate equal to the Default RateBase Rate plus 2% for so long as such amount shall be unreimbursed. Unless Notwithstanding the Borrower foregoing, unless the Company shall immediately notify the applicable Issuing Lender Bank and the Administrative Agent of its intent to otherwise reimburse such the Issuing LenderBank, the Borrower Company shall be deemed to have requested a Loan (a “Mandatory LOC Borrowing (as defined in Section 2.3(e)Borrowing”) in the amount of the drawing as provided in subsection (e) hereof, the proceeds of which will be used to satisfy the Reimbursement Obligationsreimbursement obligations. The BorrowerCompany’s Reimbursement Obligations reimbursement obligations hereunder shall be absolute and unconditional under all circumstances irrespective of any rights of set-off, counterclaim or defense to payment the Borrower Company may claim or have against the Issuing LendersBank, the Administrative Agent, the LendersBanks, the beneficiary of the Letter of Credit drawn upon or any other Person, including, including without limitation, limitation any defense based on any failure of the Borrower Company to receive consideration or the legality, validity, regularity or unenforceability of the Letter of Credit. Each The Issuing Lender Bank will promptly notify the other Revolving Lenders Banks of the amount of any unreimbursed drawing and each Revolving Lender Bank shall promptly pay to the Administrative Agent for the account of such the Issuing Lender, Bank in Dollars and in immediately available funds, the amount of such Revolving LenderBank’s Revolving Commitment Percentage of such unreimbursed drawing. Such payment shall be made on the Business Day day such notice is received by such Revolving Lender Bank from the applicable Issuing Lender Bank if such notice is received at or before 2:00 P.M.P.M. (Charlotte, North Carolina time), otherwise such payment shall be made at or before noon 12:00 Noon (Charlotte, North Carolina time) on the Business Day next succeeding the Business Day day such notice is received. If such Revolving Lender Bank does not pay such amount to the applicable Issuing Lender Bank in full upon such request, such Revolving Lender Bank shall, on demand, pay to the Administrative Agent for the account of such the Issuing Lender Bank interest on the unpaid amount during the period from the date of such drawing until such Revolving Lender Bank pays such amount to such the Issuing Lender Bank in full at a rate per annum equal to, if paid within two (2) Business Days of the date of drawing, the Federal Funds Effective Rate and thereafter at a rate equal to the Alternate Base Rate. Each Revolving LenderBank’s obligation to make such payment to the Issuing LendersBank, and the right of the Issuing Lenders Bank to receive the same, shall be absolute and unconditional, shall not be affected by any circumstance whatsoever and without regard to the termination of this Agreement or the Commitments hereunder, the existence of a Default or Event of Default or the acceleration of the Obligations obligations hereunder and shall be made without any offset, abatement, withholding or reduction whatsoever.

Reimbursement. In the event of any drawing under any Letter of Credit, the applicable Issuing Lender will promptly notify the Borrower and the Administrative Agent. The Borrower shall reimburse the applicable Issuing Lender on or before the day Business Day immediately following the date on which it has received notice of any drawing under any Letter of Credit if notified prior to 3:00 P.M. on a Business Day or, if after 3:00 P.M., on the following Business Day (either with the proceeds of a Revolving Loan obtained hereunder or otherwise) in same day funds as provided herein or in the LOC Documents. If the Borrower shall fail to reimburse the Issuing Lenders Lender as provided herein, the unreimbursed amount of such drawing shall constitute a Payment Event of Default and automatically bear interest at a per annum rate equal to the Default RateRate subject to Section 2.8(b). Unless the Borrower shall immediately promptly notify the applicable Issuing Lender and the Administrative Agent of its intent to otherwise reimburse such the Issuing Lender, the Borrower shall be deemed to have requested a Mandatory LOC Borrowing (as defined in Section 2.3(e)) in the amount of the drawing as provided in subsection (e) hereof, the proceeds of which will be used to satisfy the Reimbursement Obligations. The Borrower’s Reimbursement Obligations hereunder shall be absolute and unconditional under all circumstances irrespective of any rights of set-off, counterclaim or defense to payment the Borrower may claim or have against the Issuing LendersLender, the Administrative Agent, the Lenders, the beneficiary of the Letter of Credit drawn upon or any other Person, including, without limitation, any defense based on any failure of the Borrower to receive consideration or the legality, validity, regularity or unenforceability of the Letter of Credit. Each Issuing Lender The Administrative Agent will promptly notify the other Revolving Lenders of the amount of any unreimbursed drawing and each Revolving Lender shall promptly pay to the Administrative Agent for the account of such the Issuing Lender, in Dollars and in immediately available funds, the amount of such Revolving Lender’s Revolving Commitment Percentage of such unreimbursed drawing. Such payment shall be made on the Business Day such notice is received by such Revolving Lender from the applicable Issuing Lender Administrative Agent if such notice is received at or before 2:00 P.M., otherwise such payment shall be made at or before noon 12:00 P.M. on the Business Day next succeeding the Business Day such notice is received. If such Revolving Lender does not pay such amount to the applicable Administrative Agent for the account of the Issuing Lender in full upon such request, such Revolving Lender shall, on demand, pay to the Administrative Agent for the account of such the Issuing Lender interest on the unpaid amount during the period from the date of such drawing until such Revolving Lender pays such amount to such the Administrative Agent for the account of the Issuing Lender in full at a rate per annum equal to, if paid within two (2) Business Days of the date of drawing, the Federal Funds Effective Rate and thereafter at a rate equal to the Alternate Base Rate. Each Revolving Lender’s obligation to make such payment to the Issuing LendersLender, and the right of the Issuing Lenders Lender to receive the same, shall be absolute and unconditional, shall not be affected by any circumstance whatsoever and without regard to the termination of this Agreement or the Commitments hereunder, the existence of a Default or Event of Default or the acceleration of the Obligations hereunder and shall be made without any offset, abatement, withholding or reduction whatsoever.

Reimbursement. In the event of any drawing under any Letter of Credit, the applicable Issuing Lender will promptly notify the Borrower and the Administrative Agent. The Borrower shall reimburse the applicable Issuing Lender on the day of drawing under any Letter of Credit if notified prior to 3:00 P.M. on a Business Day or, if after 3:00 P.M., on the following Business Day (either with the proceeds of a Swingline Loan or Revolving Loan obtained hereunder or otherwise) in same day funds as provided herein or in the LOC Documents. If the Borrower shall fail to reimburse the Issuing Lenders Lender as provided herein, the unreimbursed amount of such drawing shall bear interest at a per annum rate equal to the Default RateAlternate Base Rate plus two percent (2%). Unless the Borrower shall immediately notify the applicable Issuing Lender and the Administrative Agent of its intent to otherwise reimburse such the Issuing Lender, the Borrower shall be deemed to have requested a Mandatory LOC Borrowing (as defined in Section 2.3(e)) Swingline Loan, or if and to the extent Swingline Loans shall not be available, a Revolving Loan in the amount of the drawing as provided in subsection (e) hereof, the proceeds of which will be used to satisfy the Reimbursement Obligationsreimbursement obligations. The Borrower’s Reimbursement Obligations 's reimbursement obligations hereunder shall be absolute and unconditional under all circumstances irrespective of any rights of set-off, counterclaim or defense to payment the Borrower may claim or have against the Issuing LendersLender, the Administrative Agent, the Lenders, the beneficiary of the Letter of Credit drawn upon or any other Person, including, including without limitation, limitation any defense based on any failure of the Borrower to receive consideration or the legality, validity, regularity or unenforceability of the Letter of Credit. Each The Issuing Lender will promptly notify the other Revolving Lenders of the amount of any unreimbursed drawing and each Revolving Lender shall promptly pay to the Administrative Agent for the account of such the Issuing Lender, Lender in Dollars and in immediately available funds, the amount of such Revolving Lender’s Revolving 's LOC Commitment Percentage of such unreimbursed drawing. Such payment shall be made on the Business Day day such notice is received by such Revolving Lender from the applicable Issuing Lender if such notice is received at or before 2:00 P.M.P.M. (Charlotte, North Carolina time), otherwise such payment shall be made at or before noon 12:00 Noon (Charlotte, North Carolina time) on the Business Day next succeeding the Business Day day such notice is received. If such Revolving Lender does not pay such amount to the applicable Issuing Lender in full upon such request, such Revolving Lender shall, on demand, pay to the Administrative Agent for the account of such the Issuing Lender interest on the unpaid amount during the period from the date of such drawing until such Revolving Lender pays such amount to such the Issuing Lender in full at a rate per annum equal to, if paid within two (2) Business Days of the date of drawing, the Federal Funds Effective Rate and thereafter at a rate equal to the Alternate Base Rate. Each Revolving Lender’s 's obligation to make such payment to the Issuing LendersLender, and the right of the Issuing Lenders Lender to receive the same, shall be absolute and unconditional, shall not be affected by any circumstance whatsoever and without regard to the termination of this Agreement or the Commitments hereunder, the existence of a Default or Event of Default or the acceleration of the Credit Party Obligations hereunder and shall be made without any offset, abatement, withholding or reduction whatsoever.

Reimbursement. In the event of any drawing under any Letter of Credit, the applicable Issuing Lender will promptly notify the Borrower. Unless the Borrower and shall immediately notify the Administrative AgentIssuing Lender that the Borrower intends to otherwise reimburse the Issuing Lender for such drawing, the Borrower shall be deemed to have requested that the Lenders make a Loan in the amount of the drawing as provided in subsection (e) hereof on the related Letter of Credit, the proceeds of which will be used to satisfy the related reimbursement obligations. The Borrower shall promises to reimburse the applicable Issuing Lender on the day of drawing under any Letter of Credit if notified prior to 3:00 P.M. on a Business Day or, if after 3:00 P.M., on the following Business Day (either with the proceeds of a Revolving Loan obtained hereunder or otherwise) in same day funds as provided herein or in the LOC Documentsfunds. If the Borrower shall fail to reimburse the Issuing Lenders Lender as provided hereinhereinabove, the unreimbursed amount of such drawing shall bear interest at a per annum rate equal to the Default Rate. Unless the Borrower shall immediately notify the applicable Issuing Lender and the Administrative Agent of its intent to otherwise reimburse such Issuing Lender, the Borrower shall be deemed to have requested a Mandatory LOC Borrowing Base Rate plus two percent (as defined in Section 2.3(e2%)) in the amount of the drawing as provided in subsection (e) hereof, the proceeds of which will be used to satisfy the Reimbursement Obligations. The Borrower’s Reimbursement Obligations 's reimbursement obligations hereunder shall be absolute and unconditional under all circumstances irrespective of any rights of set-offsetoff, counterclaim or defense to payment the Borrower may claim or have against the Issuing LendersLender, the Administrative Agent, the Lenders, the beneficiary of the Letter of Credit drawn upon or any other Person, including, including without limitation, limitation any defense based on any failure of the Borrower or any other Credit Party to receive consideration or the legality, validity, regularity or unenforceability of the Letter of Credit. Each The Issuing Lender will promptly notify the other Revolving Lenders of the amount of any unreimbursed drawing and each Revolving Lender shall promptly pay to the Administrative Agent for the account of such the Issuing Lender, Lender in Dollars and in immediately available funds, the amount of such Revolving Lender’s Revolving Commitment Percentage 's pro rata share of such unreimbursed drawing. Such payment shall be made on the Business Day day such notice is received by such Revolving Lender from the applicable Issuing Lender if such notice is received at or before 2:00 P.M.P.M. (Charlotte, North Carolina time) otherwise such payment shall be made at or before noon 12:00 Noon (Charlotte, North Carolina time) on the Business Day next succeeding the Business Day day such notice is received. If such Revolving Lender does not pay such amount to the applicable Issuing Lender in full upon such request, such Revolving Lender shall, on demand, pay to the Administrative Agent for the account of such the Issuing Lender interest on the unpaid amount during the period from the date of such drawing until such Revolving Lender pays such amount to such the Issuing Lender in full at a rate per annum equal to, if paid within two (2) Business Days of the date that such Lender is required to make payments of drawingsuch amount pursuant to the preceding sentence, the Federal Funds Effective Rate and thereafter at a rate equal to the Alternate Base Rate. Each Revolving Lender’s 's obligation to make such payment to the Issuing LendersLender, and the right of the Issuing Lenders Lender to receive the same, shall be absolute and unconditional, shall not be affected by any circumstance whatsoever and without regard to the termination of this Credit Agreement or the Commitments hereunder, the existence of a Default or Event of Default or the acceleration of the Obligations obligations of the Borrower hereunder and shall be made without any offset, abatement, withholding or reduction whatsoever. Simultaneously with the making of each such payment by a Lender to the Issuing Lender, such Lender shall, automatically and without any further action on the part of the Issuing Lender or such Lender, acquire a participation in an amount equal to such payment (excluding the portion of such payment constituting interest owing to the Issuing Lender) in the related unreimbursed drawing portion of the LOC Obligation and in the interest thereon and in the related LOC Documents, and shall have a claim against the Borrower with respect thereto.

Reimbursement. In the event of any drawing under any Letter of Credit, the applicable Issuing Lender will promptly notify the Borrower and the Administrative Agent. The Borrower shall reimburse the applicable Issuing Lender on the day of drawing under any Letter of Credit if notified prior to 3:00 P.M. on a Business Day or, if after 3:00 P.M., on the following Business Day (either with the proceeds of a Revolving Loan obtained hereunder or otherwise) in same day funds as provided herein or in the LOC Documents. If the Borrower shall fail to reimburse the Issuing Lenders as provided herein, the unreimbursed amount of such drawing shall bear interest at a per annum rate equal to the Default RateBorrower. Unless the Borrower shall immediately notify the applicable Issuing Lender and the Administrative Agent of its intent to otherwise reimburse such the Issuing Lender, the Borrower shall be deemed to have requested a Mandatory LOC Borrowing (as defined Revolving Loan in Section 2.3(e)) Dollars at the Base Rate in the amount of the drawing as provided in subsection (e) hereof, the proceeds of which will be used to satisfy the Reimbursement Obligationsreimbursement obligations. The Borrower shall reimburse the Issuing Lender on the day of drawing (unless such notice is received after 1:00 p.m. on such day and then on the next succeeding Business Day with the outstanding amount accruing interest at the Base Rate until reimbursed) under any Letter of Credit either with the proceeds of a Revolving Loan obtained hereunder or otherwise in same day funds as provided herein or in the LOC Documents. If the Borrower shall fail to reimburse the Issuing Lender as provided hereinabove, the unreimbursed amount of such drawing shall bear interest at a per annum rate equal to the Base Rate plus two percent (2%). The Borrower’s Reimbursement Obligations 's reimbursement obligations hereunder shall be absolute and unconditional under all circumstances irrespective of (but without waiver of) any rights of set-off, counterclaim or defense to payment that the applicable account party or the Borrower may claim or have against the Issuing LendersLender, the Administrative AgentAgents, the Lenders, the beneficiary of the Letter of Credit drawn upon or any other Person, including, including without limitation, any defense based on any failure of the applicable account party, the Borrower or any other Credit Party to receive consideration or the legality, validity, regularity or unenforceability of the Letter of Credit. Each The Issuing Lender will promptly notify the other Revolving Lenders LOC Participants of the amount of any unreimbursed drawing and each Revolving Lender LOC Participant shall promptly pay to the Administrative Agent for the account of such the Issuing Lender, in Dollars and in immediately available funds, the amount of such LOC Participant's Revolving Lender’s Revolving Loan Commitment Percentage of such unreimbursed drawing. Such payment shall be made on the Business Day day such notice is received by such Revolving Lender from the applicable Issuing Lender if such notice is received at or before 2:00 P.M.p.m., otherwise such payment shall be made at or before noon 12:00 Noon on the Business Day next succeeding the Business Day day such notice is received. If such Revolving Lender LOC Participant does not pay such amount to the applicable Issuing Lender in full upon such request, such Revolving Lender LOC Participant shall, on demand, pay to the Administrative Agent for the account of such the Issuing Lender interest on the unpaid amount during the period from the date of such the LOC Participant received the notice regarding the unreimbursed drawing until such Revolving Lender LOC Participant pays such amount to such the Issuing Lender in full at a rate per annum equal to, if paid within two (2) Business Days of the date of drawing, the Federal Funds Effective Rate and thereafter at a rate equal to the Alternate Base Rate. Each Revolving Lender’s LOC Participant's obligation to make such payment to the Issuing LendersLender, and the right of the Issuing Lenders Lender to receive the same, shall be absolute and unconditional, shall not be affected by any circumstance whatsoever and without regard to the termination of this Credit Agreement or the Commitments hereunder, the existence of a Default or Event of Default or the acceleration of the Obligations obligations hereunder and shall be made without any offset, abatement, withholding or reduction whatsoever. Simultaneously with the making of each such payment by a LOC Participant to the Issuing Lender, such LOC Participant shall, automatically and without any further action on the part of the Issuing Lender or such LOC Participant, acquire a participation in an amount equal to such payment (excluding the portion of such payment constituting interest owing to the Issuing Lender) in the related unreimbursed drawn portion of the LOC Obligation and in the interest thereon and in the related LOC Documents, and shall have a claim against the Borrower and the other Credit Parties with respect thereto (including the reimbursement obligation).

Reimbursement. (i) In the event of any drawing under any Letter of Credit, the applicable Issuing Lender L/C Issuer will promptly notify the Borrower and the Administrative AgentBorrower. The Borrower shall reimburse the applicable Issuing Lender L/C Issuer on the day of drawing under any Letter of Credit if notified prior to 3:00 P.M. on a Business Day or, if after 3:00 P.M., on the following Business Day (either with the proceeds of a Revolving Loan obtained hereunder or otherwise) otherwise in same day funds as provided herein or in the LOC Documentsimmediately available funds. If the Borrower shall fail to reimburse the Issuing Lenders applicable L/C Issuer as provided hereinhereinabove (the “Unreimbursed Amount”), the unreimbursed amount of such drawing shall bear interest at a per annum rate equal to the Default Rate. Unless Base Rate plus two percent (2%). (ii) Subsequent to a drawing under any Letter of Credit, unless the Borrower shall immediately notify the applicable Issuing Lender and the Administrative Agent L/C Issuer of its intent to otherwise reimburse such Issuing LenderL/C Issuer, the Borrower shall be deemed to have requested a Mandatory LOC Borrowing (as defined in Section 2.3(e)) Base Rate Loan in the amount of the drawing as provided in subsection (e) hereofdescribed herein, the proceeds of which will be used to satisfy the Reimbursement Obligationsreimbursement obligations. The Borrower’s Reimbursement Obligations hereunder On any day on which the Borrower shall be absolute and unconditional deemed to have requested a Revolving Loan borrowing to reimburse a drawing under all circumstances irrespective a Letter of any rights of set-off, counterclaim or defense to payment the Borrower may claim or have against the Issuing LendersCredit, the Administrative AgentAgent shall give notice to the Lenders that a Revolving Loan has been deemed requested in connection with a drawing under a Letter of Credit, the Lendersin which case a Revolving Loan borrowing comprised solely of Base Rate Loans (each such borrowing, the beneficiary a “Mandatory Borrowing”) shall be immediately made from all Lenders (without giving effect to any termination of the Letter Commitments pursuant to Section 9.2 or otherwise) pro rata based on each Lender’s respective Pro Rata Share and the proceeds thereof shall be paid directly to the applicable L/C Issuer for application to the respective L/C Obligations. Each Lender hereby irrevocably agrees to make such Revolving Loans immediately upon any such request or deemed request on account of Credit drawn upon each such Mandatory Borrowing in the amount and in the manner specified in the preceding sentence and on the same such date notwithstanding (A) the amount of Mandatory Borrowing may not comply with the minimum amount for borrowings of Revolving Loans otherwise required hereunder, (B) the failure of any conditions specified in Section 5.1 to have been satisfied, (C) the existence of a Default or an Event of Default, (D) the failure of any such request or deemed request for Revolving Loans to be made by the time otherwise required hereunder, (E) the date of such Mandatory Borrowing, or (F) any reduction in the Revolving Committed Amount or any other Person, termination of the Commitments. (iii) In the event that any Mandatory Borrowing cannot for any reason be made on the date otherwise required above (including, without limitation, any defense based on any failure as a result of the Borrower commencement of a proceeding under the Bankruptcy Code with respect to receive consideration or the legalityBorrower), validity, regularity or unenforceability then each such Lender hereby agrees that it shall forthwith fund (as of the Letter of Credit. Each Issuing Lender will promptly notify date the other Revolving Lenders of Mandatory Borrowing would otherwise have occurred, but adjusted for any payments received from the amount of Borrower on or after such date and prior to such purchase) its Pro Rata Share in the outstanding L/C Obligations; provided, that in the event any unreimbursed drawing and each Revolving Lender shall promptly pay fail to fund its Pro Rata Share on the Administrative Agent for day the account of such Issuing LenderMandatory Borrowing would otherwise have occurred, in Dollars and in immediately available funds, then the amount of such Revolving Lender’s Revolving Commitment Percentage of such unreimbursed drawing. Such payment unfunded participation interest therein shall be made on the Business Day such notice is received by such Revolving Lender from the applicable Issuing Lender if such notice is received at or before 2:00 P.M., otherwise such payment shall be made at or before noon on the Business Day next succeeding the Business Day such notice is received. If such Revolving Lender does not pay such amount bear interest payable to the applicable Issuing Lender in full L/C Issuer upon such request, such Revolving Lender shall, on demand, pay to at the Administrative Agent for the account of such Issuing Lender interest on the unpaid amount during the period from the date of such drawing until such Revolving Lender pays such amount to such Issuing Lender in full at a rate per annum equal to, if paid within two (2) Business Days of the date of drawingsuch date, the Federal Funds Effective Rate Rate, and thereafter at a rate equal to the Alternate Base Rate. Each Revolving Lender’s obligation to make Simultaneously with the making of each such payment by a Lender to such L/C Issuer, such Lender shall, automatically and without any further action on the Issuing Lenderspart of such L/C Issuer or such Lender, and acquire a participation in an amount equal to such payment (excluding the right portion of such payment constituting interest owing to such L/C Issuer) in the related unreimbursed drawing portion of the Issuing L/C Obligation and in the interest thereon and shall have a claim against the Borrower with respect thereto. Any payment by the Lenders pursuant to receive the same, shall be absolute and unconditional, this clause (iii) shall not be affected by any circumstance whatsoever and without regard to relieve or otherwise impair the termination of this Agreement or the Commitments hereunder, the existence of a Default or Event of Default or the acceleration obligations of the Obligations hereunder and shall be made without any offset, abatement, withholding or reduction whatsoeverBorrower to reimburse the applicable L/C Issuer under a Letter of Credit.

Reimbursement. In the event of any drawing under any Letter of Credit, ------------- the applicable Issuing Lender will promptly notify the Borrower. Unless the Borrower and shall immediately notify the Administrative AgentIssuing Lender that the Borrower intends to otherwise reimburse the Issuing Lender for such drawing, the Borrower shall be deemed to have requested that the Lenders make a Revolving Loan in the amount of the drawing as provided in subsection (d) hereof on the related Letter of Credit, the proceeds of which will be used to satisfy the related reimbursement obligations. The Borrower shall promises to reimburse the applicable Issuing Lender on the day of drawing under any Letter of Credit if notified prior to 3:00 P.M. on a Business Day or, if after 3:00 P.M., on the following Business Day (either with the proceeds of a Revolving Loan obtained hereunder or otherwise) in same day funds as provided herein or in the LOC Documentsfunds. If the Borrower shall fail to reimburse the Issuing Lenders Lender as provided hereinhereinabove, the unreimbursed amount of such drawing shall bear interest at a per annum rate equal to the Default Rate. Unless the Borrower shall immediately notify the applicable Issuing Lender and the Administrative Agent of its intent to otherwise reimburse such Issuing Lender, the Borrower shall be deemed to have requested a Mandatory LOC Borrowing Adjusted Base Rate plus two percent (as defined in Section 2.3(e2%)) in the amount of the drawing as provided in subsection (e) hereof, the proceeds of which will be used to satisfy the Reimbursement Obligations. The Borrower’s Reimbursement Obligations 's reimbursement obligations hereunder shall be absolute and unconditional under all circumstances irrespective of any rights of set-offsetoff, counterclaim or defense to payment the Borrower may claim or have against the Issuing LendersLender, the Administrative Agent, the Lenders, the beneficiary of the Letter of Credit drawn upon or any other Person, including, including without limitation, limitation any defense based on any failure of the Borrower or any other Credit Party to receive consideration or the legality, validity, regularity or unenforceability of the Letter of Credit. Each The Issuing Lender will promptly notify the other Revolving Lenders of the amount of any unreimbursed drawing and each Revolving Lender shall promptly pay to the Administrative Agent for the account of such the Issuing Lender, Lender in Dollars and in immediately available funds, the amount of such Revolving Lender’s 's Revolving Commitment Percentage of such unreimbursed drawing. Such payment shall be made on the Business Day day such notice is received by such Revolving Lender from the applicable Issuing Lender if such notice is received at or before 2:00 P.M.P.M. (Charlotte, North Carolina time) otherwise such payment shall be made at or before noon 12:00 Noon (Charlotte, North Carolina time) on the Business Day next succeeding the Business Day day such notice is received. If such Revolving Lender does not pay such amount to the applicable Issuing Lender in full upon such request, such Revolving Lender shall, on demand, pay to the Administrative Agent for the account of such the Issuing Lender interest on the unpaid amount during the period from the date of such drawing until such Revolving Lender pays such amount to such the Issuing Lender in full at a rate per annum equal to, if paid within two (2) Business Days of the date that such Lender is required to make payments of drawingsuch amount pursuant to the preceding sentence, the Federal Funds Effective Rate and thereafter at a rate equal to the Alternate Base Rate. Each Revolving Lender’s 's obligation to make such payment to the Issuing LendersLender, and the right of the Issuing Lenders Lender to receive the same, shall be absolute and unconditional, shall not be affected by any circumstance whatsoever and without regard to the termination of this Credit Agreement or the Commitments hereunder, the existence of a Default or Event of Default or the acceleration of the Obligations obligations of the Borrower hereunder and shall be made without any offset, abatement, withholding or reduction whatsoever. Simultaneously with the making of each such payment by a Lender to the Issuing Lender, such Lender shall, automatically and without any further action on the part of the Issuing Lender or such Lender, acquire a participation in an amount equal to such payment (excluding the portion of such payment constituting interest owing to the Issuing Lender) in the related unreimbursed drawing portion of the LOC Obligation and in the interest thereon and in the related LOC Documents, and shall have a claim against the Borrower with respect thereto.

Reimbursement. In the event of any drawing under any Letter of Credit, the applicable Issuing Lender will promptly notify the Borrower Company. Unless the Company shall immediately notify the Issuing Lender that the Company intends to otherwise reimburse the Issuing Lender for such drawing, the Company shall be deemed to have requested that the U.S. Lenders and the Administrative AgentMulticurrency Lenders make Revolving Credit Loans totaling the amount of the drawing as provided in subsection (e) below on the related Letter of Credit, the proceeds of which will be used to satisfy the related reimbursement obligations. The Borrower shall Company promises to reimburse the applicable Issuing Lender on the day of drawing under any Letter of Credit if notified prior to 3:00 P.M. on a Business Day or, if after 3:00 P.M., on the following Business Day (either with the proceeds of a Revolving Loan Credit Loans obtained hereunder or otherwise) in same day funds as provided herein or in the LOC Documentsfunds. If the Borrower Company shall fail to reimburse the Issuing Lenders Lender as provided hereinhereinabove, the unreimbursed amount of such drawing shall bear interest at a per annum rate equal to the Default Rate. Unless ABR plus the Borrower shall immediately notify the applicable Issuing Lender and the Administrative Agent of its intent to otherwise reimburse such Issuing Lender, the Borrower shall be deemed to have requested a Mandatory LOC Borrowing (as defined in Section 2.3(e)) in the amount of the drawing as provided in subsection (e) hereof, the proceeds of which will be used to satisfy the Reimbursement ObligationsApplicable Margin for Base Rate Loans plus 2%. The Borrower’s Reimbursement Obligations Company's reimbursement obligations hereunder shall be absolute and unconditional under all circumstances irrespective of any rights of set-offsetoff, counterclaim or defense to payment the Borrower Company may claim or have against the Issuing LendersLender, the Administrative Agent, the Lenders, the beneficiary of the Letter of Credit drawn upon or any other Person, including, including without limitation, limitation any defense based on any failure of the Borrower Company or any of its Consolidated Subsidiaries to receive consideration or the legality, validity, regularity or unenforceability of the Letter of Credit. Each The Issuing Lender will promptly notify the other Revolving U.S. Lenders and the Multicurrency Lenders of the amount of any unreimbursed drawing and each Revolving U.S. Lender and each Multicurrency Lender shall promptly pay to the Administrative Agent for the account of such the Issuing Lender, Lender in U.S. Dollars and in immediately available funds, the amount of such Revolving Lender’s Revolving Commitment Percentage 's pro rata share of such unreimbursed drawing. Such payment shall be made on the Business Day day such notice is received by such Revolving Lender from the applicable Issuing Lender if such notice is received at or before 2:00 P.M.P.M. (Charlotte, North Carolina time) otherwise such payment shall be made at or before noon 12:00 Noon (Charlotte, North Carolina time) on the Business Day next succeeding the Business Day day such notice is received. If such Revolving Lender does not pay such amount to the applicable Issuing Lender in full upon such request, such Revolving Lender shall, on demand, pay to the Administrative Agent for the account of such the Issuing Lender interest on the unpaid amount during the period from the date of such drawing until such Revolving Lender pays such amount to such the Issuing Lender in full at a rate per annum equal to, if paid within two (2) Business Days of the date that such Lender is required to make payments of drawingsuch amount pursuant to the preceding sentence, the Federal Funds Effective Rate (as defined in the definition of "ABR") and thereafter at a rate equal to the Alternate Base RateABR. Each Revolving U.S. Lender’s 's and each Multicurrency Lender's obligation to make such payment to the Issuing LendersLender, and the right of the Issuing Lenders Lender to receive the same, shall be absolute and unconditional, shall not be affected by any circumstance whatsoever and without regard to the termination of this Agreement or the Commitments hereunder, the existence of a Default or Event of Default or the acceleration of the Obligations obligations of the Company hereunder and shall be made without any offset, abatement, withholding or reduction whatsoever. Simultaneously with the making of each such payment by a Lender to the Issuing Lender, such Lender shall, automatically and without any further action on the part of the Issuing Lender or such Lender, acquire a Participation Interest in an amount equal to such payment (excluding the portion of such payment constituting interest owing to the Issuing Lender) in the related unreimbursed drawing portion of the LOC Obligation and in the interest thereon and in the related LOC Documents, and shall have a claim against the Company with respect thereto.

Reimbursement. In the event of any drawing under any Letter of Credit, the applicable Issuing Lender will promptly notify the Borrower and the Administrative Agent. Unless the Borrower shall immediately notify such Issuing Lender that the Borrower intends to otherwise reimburse such Issuing Lender for such drawing, the Borrower shall be deemed to have requested that the Lenders make a Revolving Loan in the amount of the drawing as provided in subsection (e) below on the related Letter of Credit, the proceeds of which will be used to satisfy the related reimbursement obligations. The Borrower shall promises to reimburse the applicable Issuing Lender on the day of drawing under any Letter of Credit if notified prior to 3:00 P.M. on a Business Day or, if after 3:00 P.M., on the following Business Day (either with the proceeds of a Revolving Loan obtained hereunder or otherwise) in same day funds as provided herein or in the LOC Documentsfunds. If the Borrower shall fail to reimburse the applicable Issuing Lenders Lender as provided hereinhereinabove, the Borrower promises to pay such Issuing Lender interest on the unreimbursed amount of such drawing shall bear interest (the “Unreimbursed Amount”) on demand at a per annum rate equal to the Default Rate. Unless the Borrower shall immediately notify the applicable Issuing Lender and the Administrative Agent of its intent to otherwise reimburse such Issuing Lender, the Borrower shall be deemed to have requested a Mandatory LOC Borrowing (as defined in Section 2.3(e)) in the amount of the drawing as provided in subsection (e) hereof, the proceeds of which will be used to satisfy the Reimbursement Obligations. The Borrower’s Reimbursement Obligations reimbursement obligations hereunder shall be absolute and unconditional under all circumstances irrespective of any rights of set-offsetoff, counterclaim or defense to payment the Borrower may claim or have against the applicable Issuing LendersLender, the Administrative Agent, the Lenders, the beneficiary of the Letter of Credit drawn upon or any other Person, including, including without limitation, limitation any defense based on any failure of the Borrower or any other Credit Party to receive consideration or the legality, validity, regularity or unenforceability of the Letter of Credit. Each Issuing Lender The Agent will promptly notify the other Revolving Lenders of the amount of any unreimbursed drawing Unreimbursed Amount and each Revolving Lender shall promptly pay to the Administrative Agent for the account of such the applicable Issuing Lender, Lender in Dollars and in immediately available funds, the amount of such Revolving Lender’s Revolving Commitment Percentage pro rata share of such unreimbursed drawingUnreimbursed Amount. Such payment shall be made on the Business Day day such notice is received by such Revolving Lender from the applicable Issuing Lender Agent if such notice is received at or before 2:00 P.M.P.M. (Charlotte, North Carolina time) otherwise such payment shall be made at or before noon 12:00 Noon (Charlotte, North Carolina time) on the Business Day next succeeding the Business Day day such notice is received. If such Revolving Lender does not pay such amount to the applicable Issuing Lender in full upon such request, such Revolving Lender shall, on demand, pay to the Administrative Agent for the account of such Issuing Lender interest on the unpaid amount during the period from the date of such drawing until such Revolving Lender pays such amount to such Issuing Lender in full at a rate per annum equal to, if paid within two (2) Business Days of the date that such Lender is required to make payments of drawingsuch amount pursuant to the preceding sentence, the Federal Funds Effective Rate and thereafter at a rate equal to the Alternate Base Rate. Each Revolving Lender’s obligation to make such payment to the applicable Issuing LendersLender, and the right of the such Issuing Lenders Lender to receive the same, shall be absolute and unconditional, shall not be affected by any circumstance whatsoever and without regard to the termination of this Credit Agreement or the Commitments hereunder, the existence of a Default or Event of Default or the acceleration of the Obligations obligations of the Borrower hereunder and shall be made without any offset, abatement, withholding or reduction whatsoever. Simultaneously with the making of each such payment by a Lender to the applicable Issuing Lender, such Lender shall, automatically and without any further action on the part of such Issuing Lender or such Lender, acquire a Participation Interest in an amount equal to such payment (excluding the portion of such payment constituting interest owing to such Issuing Lender) in the related unreimbursed drawing portion of the LOC Obligation and in the interest thereon and in the related LOC Documents, and shall have a claim against the Borrower with respect thereto.

Reimbursement. In the event of any drawing under any Letter of Credit, the applicable Issuing Lender will promptly notify the Borrower Company and the Administrative Agent. The Borrower Company shall reimburse the applicable Issuing Lender on the day of drawing under any Letter of Credit if notified prior to 3:00 P.M. on a Business Day or, if after 3:00 P.M., on the following Business Day (either with the proceeds of a U.S. Revolving Loan obtained hereunder or otherwise) in same day funds as provided herein or in the LOC Documents. If the Borrower Company shall fail to reimburse the Issuing Lenders Lender as provided herein, the unreimbursed amount of such drawing shall bear interest at a per annum rate equal to the Default RateAlternate Base Rate plus the Applicable Percentage. Unless the Borrower Company shall immediately notify the applicable Issuing Lender and the Administrative Agent of its intent to otherwise reimburse such the Issuing Lender, the Borrower Company shall be deemed to have requested a Mandatory LOC Borrowing (as defined in Section 2.3(e)) U.S. Revolving Loan in the amount of the drawing as provided in subsection (e) hereof, the proceeds of which will be used to satisfy the Reimbursement Obligationsreimbursement obligations. The BorrowerCompany’s Reimbursement Obligations reimbursement obligations hereunder shall be absolute and unconditional under all circumstances irrespective of any rights of set-off, counterclaim or defense to payment the Borrower Company may claim or have against the Issuing LendersLender, the Administrative Agent, the U.S. Revolving Lenders, the beneficiary of the Letter of Credit drawn upon or any other Person, including, without limitation, any defense based on any failure of the Borrower Company to receive consideration or the legality, validity, regularity or unenforceability of the Letter of Credit. Each The Issuing Lender will promptly notify the other U.S. Revolving Lenders of the amount of any unreimbursed drawing and each Revolving Lender shall promptly pay to the Administrative Agent for the account of such the Issuing Lender, Lender in U.S. Dollars and in immediately available funds, the amount of such U.S. Revolving Lender’s Revolving Commitment Percentage of such unreimbursed drawing. With respect to any unreimbursed drawing that is not fully refinanced by a U.S. Revolving Loan for any reason, the unreimbursed amount of such drawing shall bear interest at a per annum rate equal to the Alternate Base Rate plus the Applicable Percentage plus 2%. Such payment shall be made on the Business Day day such notice is received by such U.S. Revolving Lender from the applicable Issuing Lender if such notice is received at or before 2:00 P.M.p.m., otherwise such payment shall be made at or before 12:00 noon on the Business Day next succeeding the Business Day day such notice is received. If such U.S. Revolving Lender does not pay such amount to the applicable Issuing Lender in full upon such request, such U.S. Revolving Lender shall, on demand, pay to the Administrative Agent for the account of such the Issuing Lender interest on the unpaid amount during the period from the date of such drawing until such U.S. Revolving Lender pays such amount to such the Issuing Lender in full at a rate per annum equal to, if paid within two (2) Business Days of the date of drawing, the Federal Funds Effective Rate and thereafter at a rate equal to the Alternate Base Rate. Each U.S. Revolving Lender’s obligation to make such payment to the Issuing LendersLender, and the right of the Issuing Lenders Lender to receive the same, shall be absolute and unconditional, shall not be affected by any circumstance whatsoever and without regard to the termination of this Credit Agreement or the Commitments hereunder, the existence of a Default or Event of Default or the acceleration of the Credit Party Obligations hereunder and shall be made without any offset, abatement, withholding or reduction whatsoever.

Reimbursement. (a) In the event of any drawing under any Letter of Credit, the applicable Issuing Lender Bank will promptly notify the Borrower and the Administrative AgentBorrower. The Unless Borrower shall immediately notify the Issuing Bank that Borrower intends to otherwise reimburse the applicable Issuing Lender Bank for such drawing, Borrower shall be deemed to have requested that the Lenders make a Loan in the amount of the drawing as provided in Section 2.2.5 on the related Letter of Credit, the proceeds of which will be used to satisfy the related reimbursement obligations. (b) Borrower promises to reimburse the Issuing Bank on the day of drawing under any Letter of Credit if notified prior to 3:00 P.M. on a Business Day or, if after 3:00 P.M., on the following Business Day (either with the proceeds of a Revolving Loan obtained hereunder or otherwise) in same day funds as provided herein or in the LOC Documentsfunds. If the Borrower shall fail to reimburse the Issuing Lenders Bank as provided hereinhereinabove, the unreimbursed amount of such drawing shall bear interest at a per annum rate equal to the Default RatePrime Rate plus three percent (3%). Unless the Borrower shall immediately notify the applicable Issuing Lender and the Administrative Agent of its intent to otherwise reimburse such Issuing Lender, the Borrower shall be deemed to have requested a Mandatory LOC Borrowing (as defined in Section 2.3(e)) in the amount of the drawing as provided in subsection (e) hereof, the proceeds of which will be used to satisfy the Reimbursement Obligations. The Borrower’s Reimbursement Obligations reimbursement obligations hereunder shall be absolute and unconditional under all circumstances irrespective of any rights of set-offsetoff, counterclaim or defense to payment the Borrower may claim or have against the Issuing LendersBank, the Administrative Agent, the Lenders, the beneficiary of the Letter of Credit drawn upon or any other Person, including, including without limitation, limitation any defense based on any failure of the Borrower to receive consideration or the legality, validity, regularity or unenforceability of the Letter of Credit. Each . (c) The Issuing Lender Bank will promptly notify the other Revolving Lenders of the amount of any unreimbursed drawing and each Revolving Lender shall promptly pay to the Administrative Agent for the account of such the Issuing Lender, Bank in Dollars and in immediately available funds, the amount of such Revolving Lender’s Revolving Commitment Percentage of such unreimbursed drawing. Such payment shall be made on the Business Day such notice is received by such Revolving Lender from the applicable Issuing Lender Bank if such notice is received at or before 2:00 P.M., P.M. otherwise such payment shall be made at or before noon 12:00 Noon on the Business Day next succeeding the Business Day day such notice is received. If such Revolving Lender does not pay such amount to the applicable Issuing Lender Bank in full upon such request, such Revolving Lender shall, on demand, pay to the Administrative Agent for the account of such the Issuing Lender Bank interest on the unpaid amount during the period from the date of such drawing until such Revolving Lender pays such amount to such the Issuing Lender Bank in full at a rate per annum equal to, if paid within two (2) Business Days of the date that such Lender is required to make payments of drawingsuch amount pursuant to the preceding sentence, the Federal Funds Effective Rate and thereafter at a rate equal to the Alternate Base Prime Rate. Each Revolving Lender’s obligation to make such payment to the Issuing LendersBank, and the right of the Issuing Lenders Bank to receive the same, shall be absolute and unconditional, shall not be affected by any circumstance whatsoever and without regard to the termination of this Agreement or the Commitments hereunder, the existence of a Default or Event of Default or the acceleration of the Obligations obligations of Borrower hereunder and shall be made without any offset, abatement, withholding or reduction whatsoever. (d) Simultaneously with the making of each payment by a Lender to the Issuing Bank, such Lender shall, automatically and without any further action on the part of the Issuing Bank or such Lender, acquire a participation in an amount equal to such payment (excluding the portion of such payment constituting interest owing to the Issuing Bank) in the related unreimbursed drawing portion of the Letter of Credit Obligation and in the interest thereon and in the related Letter of Credit Documents, and shall have a claim against Borrower with respect thereto.

Reimbursement. In the event of any drawing under any Letter of Credit, the applicable Issuing Lender will promptly notify the Borrower and the Administrative Agent. The Borrower shall reimburse the applicable Issuing Lender on the day of drawing under any Letter of Credit if notified prior to 3:00 1:00 P.M. on a Business Day or, if after 3:00 1:00 P.M., on the following Business Day (either with the proceeds of a Revolving Loan obtained hereunder or otherwise) in same day funds as provided herein or in the LOC Documents. If the Borrower shall fail fails to reimburse the Issuing Lenders Lender as provided herein, the unreimbursed amount of such drawing shall automatically bear interest at a per annum rate equal to the Default Rate. Unless the Borrower shall immediately notify notifies the applicable Issuing Lender and the Administrative Agent of its intent to otherwise reimburse such the Issuing Lender, the Borrower shall be deemed to have requested a Mandatory LOC Borrowing (as defined in Section 2.3(e)) in the amount of the drawing as provided in subsection (e) hereof, the proceeds of which will be used to satisfy the Reimbursement Obligations. The Borrower’s Reimbursement Obligations hereunder shall be absolute and unconditional under all circumstances irrespective of any rights of set-off, counterclaim or defense to payment the Borrower may claim or have against the Issuing LendersLender, the Administrative Agent, the Lenders, the beneficiary of the Letter of Credit drawn upon or any other Person, including, without limitation, any defense based on any failure of the Borrower to receive consideration or the legality, validity, regularity or unenforceability of the Letter of Credit. Each Issuing Lender The Administrative Agent will promptly notify the other Revolving Lenders of the amount of any unreimbursed drawing and each Revolving Lender shall promptly pay to the Administrative Agent for the account of such the Issuing Lender, in Dollars and in immediately available funds, the amount of such Revolving Lender’s Revolving Commitment Percentage of such unreimbursed drawing. Such payment shall be made on the Business Day such notice is received by such Revolving Lender from the applicable Issuing Lender Administrative Agent if such notice is received at or before 2:00 P.M., otherwise such payment shall be made at or before noon 12:00 P.M. on the Business Day next succeeding the Business Day such notice is received. If such Revolving Lender does not pay such amount to the applicable Administrative Agent for the account of the Issuing Lender in full upon such request, such Revolving Lender shall, on demand, pay to the Administrative Agent for the account of such the Issuing Lender interest on the unpaid amount during the period from the date of such drawing until such Revolving Lender pays such amount to such the Administrative Agent for the account of the Issuing Lender in full at a rate per annum equal to, if paid within two (2) Business Days of the date of drawing, the Federal Funds Effective Rate and thereafter at a rate equal to the Alternate Base Rate. Each Revolving Lender’s obligation to make such payment to the Issuing LendersLender, and the right of the Issuing Lenders Lender to receive the same, shall be absolute and unconditional, shall not be affected by any circumstance whatsoever and without regard to the termination of this Agreement or the Commitments hereunder, the existence of a Default or Event of Default or the acceleration of the Obligations hereunder and shall be made without any offset, abatement, withholding or reduction whatsoever.