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 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 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 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 (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 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 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 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 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 (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 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. 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 (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 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 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 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 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 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 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. Within [***] after the Effective Date, RogCon shall prepare and provide to Praxis (a) a written report which details the Research and Development activities performed in relation to Product prior to the Effective Date, and an accounting of all out-of-pocket costs incurred by RogCon in connection therewith, along with reasonable supporting documentation with respect thereto and (b) an invoice for the amount of the out-of-pocket costs specified in such report. In addition, within [***] after the event end of every calendar month during the Term during which RogCon performs RogCon Activities, RogCon shall prepare and provide to Praxis (i) a written report which details the activities performed and an accounting of all out-of-pocket costs incurred by RogCon in performing such activities in the prior calendar month, along with reasonable supporting documentation with respect thereto and (ii) an invoice for the amount of the out-of-pocket costs specified in such report. All undisputed costs within the aforementioned invoices shall be paid by Praxis in accordance with Section 4.2.2. Praxis will have the right to have an independent certified public accounting firm of internationally recognized standing, reasonably acceptable to RogCon, have access during normal business hours, and upon reasonable prior written notice, to RogCon’s records as may be reasonably necessary to verify the accuracy of out-of-pocket costs reimbursable or reimbursed by Praxis pursuant to this Section 4.1.3 for any calendar month, Calendar Quarter or Calendar Year within the preceding [***]; provided, however, that Praxis will not have the right to conduct more than [***] such audit in any Calendar Year. The accounting firm will disclose to Praxis only whether the invoiced out-of-pocket expenses reimbursed or reimbursable pursuant to this Section 4.1.3 are correct and the details of any drawing under any Letter discrepancies. Praxis will bear the cost of Creditsuch audit unless the audit reveals an underreporting of more than the greater of [***] of amounts paid or payable to RogCon over an applicable Calendar Year, the applicable Issuing Lender in which case RogCon will promptly notify the Borrower and the Administrative Agent. The Borrower shall reimburse the applicable Issuing Lender cost of the audit. If, based 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 results of such drawing shall bear interest at audit, amounts were overpaid by Praxis to RogCon, RogCon will issue to Praxis 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)) credit in the amount of such overpayment, which credit may be applied against future royalty payments owed by Praxis to RogCon under this Agreement. Praxis and its accounting firm will treat the drawing as provided financial information subject to review under this Section 4.1.3 in subsection (e) hereof, accordance with the proceeds confidentiality provisions 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 whatsoeverARTICLE 10.

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 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. 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 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. (Charlotte, North Carolina time) on a Business Day or, if after 3:00 P.M.P.M. (Charlotte, North Carolina time), 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 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 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 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 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 (a) Reimbursement may be claimed by a Doctor using a common simplified claim form provided by the event Health Service. An initial common simplified form is set out as Appendix 3 of this Agreement. (b) Claims are to be submitted to the Chief Medical Officer/delegate for approval and, subject to subclause 41.4(e) below, must be accompanied by original receipts and any drawing under other necessary supporting documentation, including for FBT purposes (eg travel diary). (c) Claims are to be submitted within the financial year in which the expense is incurred, or otherwise within 3 months of the end of the financial year to which they relate. (d) The Health Service will process claims for reimbursement that are accompanied by original receipts and any Letter other necessary supporting documentation, including for FBT purposes (eg travel diary), in an expeditious manner in accordance with the below: (i) Upon receipt of Credita claim for reimbursement, the applicable Issuing Lender will promptly notify the Borrower and the Administrative Agent. The Borrower shall reimburse the applicable Issuing Lender on Health Service is provided 30 calendar days (not including the day of drawing under receipt or Public Holidays) to assess the claim and determine whether any Letter item(s) are inconsistent with this clause and necessitate enquiry. (ii) If the Health Service fails to advise the Doctor in writing of Credit if notified prior its intention to 3:00 P.M. on a Business Day or, if after 3:00 P.M., on reject the following Business Day claim (either with the proceeds of a Revolving Loan obtained hereunder or otherwise) in same day funds as provided herein whole or in part) within the LOC Documents. If period prescribed in subclause 41.4(d)(i), the Borrower shall fail to Health Service must reimburse the Issuing Lenders as provided herein, Doctor 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 full amount of the drawing as provided claim to the limit of the Doctor’s outstanding CME balance within 45 calendar days of receipt (not including the day of receipt or Public Holidays). (iii) Where an item(s) is consistent with this clause, regardless of any enquiries with accompanying items attached to the claim, the Health Service must process the reimbursement of the compliant item(s) within 45 calendar days of receipt (not including the day of receipt or Public Holidays). (iv) If the Health Service determines an item(s) is inconsistent with this clause and necessitates enquiry, the Health Service must advise the Doctor in subsection writing of its intention to reject the claim (in whole or in part) within the period prescribed in subclause 41.4(d)(i) and provide the Doctor an opportunity to respond in writing. (v) Where, following the Doctor’s response in accordance with subclause 41.4(d)(iv) above: A. a Health Service determines the item(s) complies with this clause the Doctor should be advised in writing by the Health Service within seven calendar dates of receipt of the Doctor’s response and the remaining claim (in part) will be reimbursed within 45 days (not including the day of receipt or Public Holidays) of receipt of the Doctor’s response. B. a Health Service determines the item(s) remain inconsistent with this clause the Doctor should be advised in writing by the Health Service within seven calendar dates of receipt of the Doctor’s response and the remaining claim (in part) rejected. (vi) Where a Doctor disputes the determination of a Health Service in accordance with this clause, the Doctor may raise a dispute in accordance with the Dispute Resolution Procedure in clause 11 of this Agreement. (vii) Nothing within this clause limits the Health Service’s right to immediately reject any claim that is not consistent with subclause (b) and subclause (c). (e) hereofIn lieu of reimbursement of reasonable and substantiated expenses in respect of meals and relevant incidentals, the proceeds of Health Service will, if the Doctor so elects, (i) provide the Doctor with a taxable allowance prior to travel; or (ii) provide the Doctor with a reimbursement following travel; in accordance with the amounts set out in the relevant ATO tax determination dealing with reasonable allowance amounts (currently Tax Determination 2017/19) which may be found on the ATO website at xxxx://xxx.xxx.xxx.xx. (f) It will be used expected that a Doctor will make his/her application for pre-payment of daily travel allowance expenses no more than six weeks, and no less than one week, prior to satisfy the Reimbursement Obligations. commencement of the CME activity/travel. (g) Such allowance will be assessable income in the hands of the Doctor under the Income Tax Assessment Act 1997 (Cth), as amended or replaced from time to time. (h) The Borrower’s Reimbursement Obligations hereunder shall be absolute and unconditional under all circumstances irrespective reimbursement of up to the per annum amounts described in subclause 41.1 is inclusive 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 whatsoeverFringe Benefits Tax.

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 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 within one (1) Business Day of 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 Default RateAlternate Base Rate plus the Applicable Percentage plus two percent (2%). 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)) 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 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., 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 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 Revolving Letter of Credit, the applicable Revolving Issuing Lender will promptly notify the Borrower and the Administrative Agent. The Borrower shall reimburse the applicable Revolving Issuing Lender on the day of drawing under any Revolving 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 Revolving 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 Revolving 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 Revolving Issuing Lender and the Administrative Agent of its intent to otherwise reimburse such the Revolving 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 (ed) 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 Revolving Issuing LendersLender, the Administrative Agent, the Lenders, the beneficiary of the Revolving 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 Revolving Letter of Credit; provided that the Borrower shall not be deemed to have waived any claims it may have against the Revolving Issuing Lender, the Administrative Agent, the Lenders, the beneficiary of the Revolving Letter of Credit drawn upon or any other Person and may separately pursue such claims after payment of such reimbursement obligations. Each The Revolving 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 Revolving 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 Revolving 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 Revolving Issuing Lender in full upon such request, such Revolving Lender shall, on demand, pay to the Administrative Agent for the account of such the Revolving 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 Revolving 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 Revolving Issuing LendersLender, and the right of the Revolving 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. 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 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. 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. 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 Obligationsreimbursement obligations. The Borrower’s Reimbursement Obligations reimbursement obligations hereunder shall be absolute and unconditional under all circumstances irrespective of any rights of set-offset‑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 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 Pro Rata Share 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 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 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 to the Administrative Agent for the account of 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 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 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 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 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 Without waiving the Borrower’s 's right to later assert (by separate and independent action and not by way of setoff) any claims that it may have, 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 '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 '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 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 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 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 (by payment through the Administrative Agent) 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, for the benefit of the Lenders, 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 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 LOC Participant from the applicable Issuing Lender 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 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. 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 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(e2.03(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 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 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 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 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 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 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 Dollar Amount of such drawing (expressed in U.S. Dollars in the Dollar Amount thereof in the case of Letters of Credit denominated in Canadian Dollars) 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 Dollar Amount sufficient to satisfy the reimbursement obligations in respect 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 Dollar 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 Dollar 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. 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 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.

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 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 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 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 '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 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 '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 Event of Default or Potential 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. 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 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 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 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 Loans and LOC 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 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%). 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)) 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 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 such notice is receivedDay. 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 and the Administrative Agent. The Borrower shall reimburse the applicable Issuing Lender on the Business Day immediately following 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 next 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 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 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 Upon 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 Documents on the Business Day next succeeding the day such notice is received by the Borrower shall fail to reimburse from the Issuing Lenders as provided herein, Lender (the “LC Due Date”). The unreimbursed amount of such each drawing shall bear interest at a per annum rate equal to the Default RateAlternate Base Rate plus the Applicable Percentage; provided, however, such rate shall be increased by two percent (2%) during each day that such reimbursement obligation is past due. Unless the Borrower shall immediately notify the applicable Issuing Lender and the Administrative Agent by the LC Due Date 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. Such reimbursement obligations shall be deemed to be paid upon the making of any such Revolving Loan. 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., 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 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 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 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 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. In Subject to the event terms and conditions contained herein, Shire shall pay to Duramed, on a calendar quarterly basis, (i) reimbursements of amounts equal to Development Expenses that are incurred by Duramed, and (ii) milestone payments for meeting the milestones set forth in Schedule 7.2.1A and Schedule 7.2.1B (“Milestone Payments”). Shire shall pay such reimbursement to Duramed for an eight (8) year period commencing on the Effective Date (the “Reimbursement Period”), up to an aggregate amount of $140,000,000, provided, however, that such aggregate amount shall be subject to reduction in connection with (a) Milestone Payments paid in respect of Seasonique, as set forth on Schedule 7.2.1A, and (b) Milestone Payments paid in respect of the Ring Product, as set forth on Schedule 7.2.1B (all such Milestone Payments, together with the Development Expenses being referred to collectively as the “Reimbursable Expenses”). Milestone Payments shall be paid at any drawing under any Letter of Credit, time during the Term that the applicable Issuing Lender milestone is met. Notwithstanding the foregoing, and subject to Section 3.2.2(c), in no event shall the aggregate Reimbursable Expenses (including, for the avoidance of doubt, all Milestone Payments and all Development Expenses) to be paid by Shire hereunder exceed $140,000,000 (the “Maximum Reimbursement Amount”). In no event shall Shire be required to pay Reimbursable Expenses in excess of [*] during any calendar year (the “Maximum Annual Reimbursement Amount”). In addition, any Development Expenses in excess of [*] (the “Maximum Quarterly Reimbursement Amount”) during any calendar quarter (irrespective of Milestone Payments), that Duramed incurs shall never become a Reimbursable Expense, and shall not be counted toward Reimbursable Expenses or the Maximum Reimbursement Amount. For purposes of determining the Maximum Annual Reimbursement Amount or the Maximum Quarterly Reimbursement Amount, amounts for any partial years or quarters will promptly notify the Borrower and the Administrative Agent. The Borrower shall reimburse the applicable Issuing Lender be prorated based on the day number 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 days in such partial calendar year or otherwise) in same day funds as provided herein or in the LOC Documentsquarter. 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 Subject 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 fundsforegoing, the amount of Reimbursable Expenses in any calendar year in excess of [*], if any (“Carryover Expenses”), including any unreimbursed Carryover Expenses from previous years, shall carry over to the first calendar quarter of the immediately following calendar year during the Reimbursement Period and be reimbursed by Shire as part of the Reimbursable Expenses for such Revolving Lender’s Revolving Commitment Percentage of such unreimbursed drawingcalendar quarter until all Carryover Expenses have been recovered. Such payment Carryover Expenses 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 subject to, if paid within two (2) Business Days of the date of drawingand count toward, the Federal Funds Effective Rate Maximum Reimbursement Amount and thereafter at a rate the Maximum Annual Reimbursement Amount, but shall not be subject to, or count toward, the Maximum Quarterly Reimbursement Amount. In the event the Reimbursement Period expires prior to Duramed having incurred Reimbursable Expenses equal to the Alternate Base Rate. Each Revolving Lender’s obligation to make such payment to the Issuing LendersMaximum Reimbursement Amount, and the Duramed shall have no right of the Issuing Lenders to receive any further payment from Shire. During the sameTerm of this Agreement, no cessation or suspension by Shire of Development of Collaboration Product for the Shire Territory shall affect Shire’s reimbursement obligations under this Section 7.2.1. Shire Territory Global Development Expenses shall be absolute and unconditional, reimbursable hereunder as Development Expenses but shall not be affected by any circumstance whatsoever and without regard subject to or count toward the termination of this Agreement Maximum Reimbursement Amount, the Maximum Annual Reimbursement Amount 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 whatsoeverMaximum Quarterly Reimbursement Amount.

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 Borrower hereby agrees to reimburse the Issuing Lender by making payment to the Administrative Agent, for the account of the Issuing Lender, in immediately available funds, for any payment made by the Issuing Lender under any Letter of Credit (each such amount so paid until reimbursed, together with interest thereon payable as provided hereinbelow, a “Reimbursement Obligation”) immediately after, and in any event within one (1) Business Day after its receipt of notice of, such payment (provided that any such Reimbursement Obligation shall be deemed timely satisfied (but nevertheless subject to the payment of interest thereon as provided hereinbelow) if satisfied pursuant to a Borrowing of Revolving Loans made on or prior to the next Business Day following the date of the Borrower’s receipt of notice of such payment), together with interest on the amount so paid by the Issuing Lender, to the extent not reimbursed prior to 2:00 p.m. (Charlotte, North Carolina time) on the date of such payment or disbursement, for the period from the date of the respective payment to the date the Reimbursement Obligation created thereby is satisfied, at the Adjusted Base Rate applicable to Revolving Loans as in effect from time to time during such period, such interest also to be payable on demand. The Issuing Lender will provide the Administrative Agent and the Borrower with prompt notice of any drawing payment or disbursement made or to be made under any Letter of Credit, although the applicable Issuing Lender will promptly notify failure to give, or any delay in giving, any such notice shall not release, diminish or otherwise affect 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 obligations 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 this Section 3.4 or any other Person, including, without limitation, any defense based on any failure provision of the Borrower to receive consideration or the legality, validity, regularity or unenforceability of the Letter of Creditthis Agreement. 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 Issuing Lender any 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 amounts 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 it 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 3.4.

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 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 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 Company and the Administrative Agent. The Company and the applicable 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. p.m. on a Business Day or, if after 3:00 P.M.p.m., on the following Business Day (either with the proceeds of a Revolving Loan obtained hereunder or otherwise) in same day funds (x) in the case of Letters of Credit denominated in Dollars, Euros or British Pounds Sterling, in the currency in which such Letter of Credit is denominated as provided herein or in the LOC DocumentsDocuments and (y) in the case of Letters of Credit denominated in an Alternative Currency, in Dollars based on the Dollar Equivalent of such drawing as of such date. If the Company or the applicable Borrower shall fail to reimburse the applicable 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 promptly notify the applicable Issuing Lender and the Administrative Agent of its intent to otherwise reimburse such the applicable 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 Each 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 such 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 such 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 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 drawing in Dollars based on the Business Day Dollar Equivalent (provided that, such notice is received by such Revolving Lender from Dollar Equivalent will be determined in consultation with the applicable Issuing Lender if Lender) of such notice is received at or before 2:00 P.M., otherwise drawing as of such date. Such payment shall be made at or before noon 12:00 Noon 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 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 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 Administrative Agent for the account of 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 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 promptly notify the applicable Issuing Lender and the Administrative Agent of its intent intention to otherwise reimburse the Issuing Lender directly for such Issuing Lenderdrawing, the Borrower shall be deemed to have requested a an LOC 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 Obligationsreimbursement obligations. If the Borrower elects to reimburse the Issuing Lender directly, it shall do so on the date of such drawing under the applicable Letter of Credit in same day funds (and Section 2.9 shall not be applicable to such direct reimbursement to the Issuing Lender). If the Borrower shall fail, after giving such notice, to directly reimburse the Issuing Lender as provided herein, the unreimbursed amount of such drawing shall bear interest at a per annum rate two percent (2%) greater than the rate which would otherwise be applicable to Loan for so long as such amount shall be unreimbursed. 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 applicable Lenders of the amount of any unreimbursed drawing and each Revolving applicable 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. (Philadelphia, Pennsylvania time), otherwise such payment shall be made at or before noon 12:00 Noon (Philadelphia, Pennsylvania 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 per annum rate equal 2% greater than the rate which would otherwise be applicable to the Alternate Base RateLoan. 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 bear interest at a per annum rate equal to the Default RateAlternate Base Rate plus the Applicable Percentage for Revolving Loans that are 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 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 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 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.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 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 Deltic or Del-Tin, as the Borrower and case may be. Deltic or Del-Tin, as the Administrative Agent. The Borrower case may be, 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) otherwise in same day funds as provided herein or in the LOC Documents. If Unless Deltic or Del-Tin, as the Borrower shall fail to reimburse the Issuing Lenders as provided hereincase may be, 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, Deltic or Del-Tin, as the Borrower case may be, 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’s Reimbursement Obligations If Deltic or Del-Tin, as the case may be, cannot satisfy the conditions precedent for a Revolving Loan pursuant to Section 5.2 or otherwise 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 Adjusted Base Rate plus two percent (2%). Deltic's or Del-Tin's, as the case may be, 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 Deltic or Del-Tin, as the case may be, 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, Deltic or Del-Tin, as the case may be, 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 by such LOC Participant 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 Deltic or Del-Tin, as the case may be, with respect thereto.

Reimbursement. In the event of any drawing under any Letter of Credit, the applicable Issuing Lender will promptly notify the Lead Borrower and the Administrative Agent. The Borrower shall Borrowers shall, jointly and severally, reimburse the applicable Issuing Lender on the Business Day immediately following 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 next 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 Lead Borrower shall immediately notify the applicable Issuing Lender and the Administrative Agent of its intent to otherwise reimburse such the Issuing Lender, the Lead 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 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 any Borrower may claim or have against the an Issuing LendersLender, the Administrative Agent, the Lendersany Lender, the beneficiary of the Letter of Credit drawn upon or any other Person, including, without limitation, any defense based on any failure of the any 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 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 by 12:00 noon 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.10:00 A.M., otherwise such payment shall be made at or before noon 12:00 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 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 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 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 of drawing, the Federal Funds Effective NYFRB 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 Credit 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 Credit 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 hereinherein above, the unreimbursed amount of such drawing shall bear interest at a per annum rate equal to the Default Rate. Unless Alternate Base Rate plus the Borrower shall immediately notify sum of (i) 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 Margin for Revolving Credit Loans comprising Alternate Base Rate Loans plus (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 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 Administrative Agent which shall promptly thereafter 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 Credit 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.10:00 A.M. (New York, New York time) otherwise such payment shall be made at or before noon 10:00 A.M. (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 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 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 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 will promptly notify the Borrower and the Administrative Agent. The Borrower shall reimburse the applicable Issuing Lender through the Administrative Agent 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 Lender as provided hereinhereinabove, the unreimbursed amount of such drawing shall bear interest at a per annum rate equal to the Default Rate. Unless Adjusted Base Rate plus three percent (3%). (ii) Subsequent to a drawing under any Letter of Credit, 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) hereofdescribed herein, the proceeds of which will be used to satisfy the Reimbursement reimbursement obligations. On any day on which the Borrower shall be deemed to have requested a Revolving Loan borrowing to reimburse a drawing under a Letter of Credit, the Administrative Agent shall give notice to the Lenders that a Revolving Loan has been deemed requested in connection with a drawing under a Letter of Credit, in which case a Revolving Loan borrowing comprised solely of Base Rate Loans (each such borrowing, a “Mandatory Borrowing”) shall be made on the immediately succeeding Business Day from all Lenders (without giving effect to any termination of the 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 Issuing Lender for application to the respective LOC Obligations. The Borrower’s Reimbursement Obligations hereunder shall be absolute Each Lender hereby irrevocably agrees to make such Revolving Loans upon the immediately succeeding Business Day following any such request or deemed request on account of each such Mandatory Borrowing in the amount and unconditional under all circumstances irrespective of in the manner specified in the preceding sentence and on the same such date notwithstanding (A) any rights of set-offsetoff, counterclaim counterclaim, recoupment, defense, or defense to payment the Borrower other right which such Lender may claim or have against the Issuing LendersLender, the Administrative Agent, the Lenders, the beneficiary of the Letter of Credit drawn upon Borrower or any other PersonPerson for any reason whatsoever, (B) the amount of Mandatory Borrowing may not comply with the minimum amount for borrowings of Revolving Loans otherwise required hereunder, (C) the failure of any conditions specified in Section 5.2 to have been satisfied, (D) the existence of a Default or an Event of Default, (E) the failure of any such request or deemed request for Revolving Loans to be made by the time otherwise required hereunder, (F) the date of such Mandatory Borrowing, or (G) any reduction in the Revolving Committed Amount or any 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 commencement of a proceeding under the Bankruptcy Code with respect to the Borrower to receive consideration or the legalityany other Credit Party), validity, regularity or unenforceability then each Lender hereby agrees that it shall forthwith fund (as of the Letter of Credit. Each Issuing date the Mandatory Borrowing would otherwise have occurred, but adjusted for any payments received from the Borrower on or after such date and prior to such purchase) its Pro Rata Share in the outstanding LOC Obligations; provided, that in the event any Lender will promptly notify the other Revolving Lenders shall fail to fund its Pro Rata Share of the amount of any unreimbursed drawing and each Revolving Lender shall promptly pay to Loan 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 (A) the amount of such Revolving Lender’s Revolving Commitment Percentage of such unreimbursed drawing. Such payment unfunded participation interest therein shall be made on bear interest payable to 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 rate 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 the Base Rate and (B) such Lender shall be deemed to the Alternate Base Rate. Each Revolving Lender’s obligation have assigned any and all payments made of principal and interest on its Loans, and any other amounts due to make such payment it hereunder to the Issuing LendersLender in the amount of the participation in LOC Obligations that such Lender failed to purchase pursuant to this Section 2.2(d) until such amount has been purchased. 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 right 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 shall have a claim against the Borrower and the other Credit Parties 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 Borrower or any offset, abatement, withholding or reduction whatsoeverCredit Party to reimburse the Issuing Lender 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 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%) 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 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 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 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 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 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 will(d) 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. Repayment with Revolving Loans. On any day on which the Borrower shall have requested, or(e) been deemed to have requested, a Revolving Loan to reimburse a drawing under a Letter of Credit, the Administrative Agent shall give notice to the Revolving Lenders that a Revolving Loan has been requested or deemed requested in connection with a drawing under a Letter of Credit, in which case a Revolving Loan borrowing comprised entirely of Alternate Base Rate Loans (each such borrowing, a “Mandatory LOC Borrowing”) shall be made (without giving effect to any termination of the Commitments pursuant to Section 7.2) pro rata based on each Revolving Lender’s respective Revolving Commitment Percentage (determined before giving effect to any termination of the Commitments pursuant to Section 7.2) and the proceeds thereof shall be paid directly to the Administrative Agent for the account of the Issuing Lender for application to the respective LOC Obligations. Each Revolving Lender hereby irrevocably agrees to make such Revolving Loans on the day such notice is received by the Revolving Lenders from the Administrative Agent if such notice is received at or before 2:00 P.M., otherwise such - 52- payment shall be made at or before 12:00 P.M. on the Business Day next succeeding the day such notice is received, in each case notwithstanding (i) the amount of Mandatory LOC Borrowing may not comply with the minimum amount for borrowings of Revolving Loans otherwise required hereunder, (ii) whether any conditions specified in Section 4.2 are then satisfied, (iii) whether a Default or an Event of Default then exists, (iv) failure for any such request or deemed request for Revolving Loan to be made by the time otherwise required in Section 2.1(b), (v) the date of such Mandatory LOC Borrowing, or (vi) any reduction in the Revolving Committed Amount after any such Letter of Credit may have been drawn upon. In the event that any Mandatory LOC Borrowing cannot for any reason be made on the date otherwise required above (including, without limitation, as a result of the occurrence of a Bankruptcy Event), then each such Revolving Lender hereby agrees that it shall forthwith fund its Participation Interests in the outstanding LOC Obligations on the Business Day such notice to fund is received by such Revolving Lender from the Administrative Agent 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 such notice is received; provided, further, that in the event any Lender shall fail to fund its Participation Interest as required herein, then the amount of such Revolving Lender’s unfunded Participation Interest therein shall automatically bear interest payable by such Revolving Lender to the Administrative Agent for the account of the Issuing Lender upon demand, at the rate equal to, if paid within two (2) Business Days of such date, the Federal Funds Effective Rate, and thereafter at a rate equal to the Alternate Base Rate. Modification, Extension. The issuance of any supplement, modification, amendment, renewal, or(f) extension to any Letter of Credit shall, for purposes hereof, be treated in all respects the same as the issuance of a new Letter of Credit hereunder.

Reimbursement. In the event of any drawing under any Letter of Credit, ------------- the applicable Issuing Lender will promptly notify the Borrower and the Administrative AgentBorrower. 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 as provided in subsection (e) below or otherwisewith funds from other sources) in same day funds funds. Unless the Borrower shall immediately notify the Issuing Lender that the Borrower intends to reimburse the Issuing Lender for such drawing from other sources of funds, the Borrower shall be deemed to have requested that the Lenders make a Revolving Loan as provided herein or in subsection (e) below in the LOC Documentsamount of the drawing on the related Letter of Credit and the proceeds of such Loan will be used to reimburse the Issuing Lender for such drawing. 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 RateAdjusted Base Rate plus 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-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, without limitation, including 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, 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) on a Business Day 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 payment of drawingsuch amount pursuant to the preceding sentence, the Federal Funds Effective Rate and thereafter at a rate equal to and, if paid thereafter, 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 whatsoever, shall be satisfied 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 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 unreimbursed drawn portion of the related Letter of Credit, in the interest on the LOC Obligations in respect thereof and 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 Parent Borrower and the Administrative Agent. The Borrower Borrowers jointly and severally 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 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 Borrowers shall immediately notify the applicable Issuing Lender and the Administrative Agent of its their intent to otherwise reimburse such the Issuing Lender, the Borrower Borrowers 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 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 any 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 any 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 Borrowers' 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 26 Spectra Energy Partners OLP, LP 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 Each Borrower and the Administrative Agent. The Borrower agrees that it shall reimburse the applicable Issuing Lender on the day Banks in respect of drawing L/C Disbursements made under any such Borrower’s Syndicated Letter of Credit if notified prior by paying to 3:00 P.M. the Administrative Agent an amount in Dollars equal to the aggregate of the Dollar Amount of each L/C Disbursement no later than 2:00 p.m. on a the first Business Day or, if after 3:00 P.M., on the following Business Day L/C Disbursement Date (either the “Syndicated L/C Honor Date”) with the proceeds respect to such Syndicated Letter of a Revolving Loan obtained hereunder or otherwise) in same day funds Credit together with interest thereon payable as provided herein or in the LOC Documentsherein. If the applicable Borrower shall fail fails to so reimburse the Issuing Lenders as provided herein, by such time of the amount of the unreimbursed drawing (the “Unreimbursed Amount”), so long as the conditions set forth in Section 4.2 (other than the delivery of a Notice of Borrowing) are satisfied and subject to the amount of the Unutilized Commitments, 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 Base Rate Loans to 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 disbursed 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 Syndicated L/C Honor Date in an 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 LendersUnreimbursed Amount, 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 minimum and multiples specified in Section 2.2(b)(i) for the principal amount of this Agreement or Borrowings, and the Commitments L/C Disbursements of each of the Issuing Banks shall be deemed to have satisfied their obligation to fund their Ratable Share of such Borrowing. Without limiting any other obligations of each Borrower hereunder, the existence each Borrower hereby agrees to indemnify each applicable Issuing Bank in respect of each Syndicated Letter of Credit denominated in a Default Foreign Currency for any and all costs, expenses and losses incurred by such Issuing Bank as a result of receiving payment or Event of Default or the acceleration of the Obligations hereunder and reimbursement for any L/C Disbursement thereunder from any Person in a Currency other than Dollars. Any such amount payable to any Issuing Bank shall be made without any offsetpayable within 10 Business Days after demand and submission by such Issuing Bank of satisfactory evidence reflecting the calculation of such amount, abatement, withholding or reduction whatsoeverwhich shall be conclusive absent manifest error.

Reimbursement. In the event of any drawing under any Letter of Credit, the applicable relevant Issuing Lender will promptly notify the Borrower. Unless the Borrower and shall immediately notify such Issuing Lender that the Administrative AgentBorrower intends to otherwise reimburse such Issuing Lender for such drawing, the Borrower shall be deemed to have requested that the Revolving 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 relevant 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 relevant 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 relevant Issuing LendersLender, the Administrative Agent, the Revolving 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 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.or

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 notify the Borrower and Borrower. Not later than 11:00 am on the Administrative Agent. The date of any payment by the Issuing Lender under a Letter of Credit, the Borrower shall reimburse the applicable Issuing Lender through the Administrative Agent in an amount equal to such drawing. If the Borrower fails to so reimburse the Issuing Lender by such time, the Borrower shall be deemed to have requested that the Lenders make a Revolving Loan on the date of such drawing in the amount of such drawing as provided in subsection (c) and subsection (d) below on the related Letter of Credit, the proceeds of which will be used to satisfy the related reimbursement obligations. The Borrower promises to reimburse the 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 notifies the Issuing Lender that it intends to reimburse the Issuing Lender other than through a Revolving Loan and thereafter 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 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 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 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. Unless the Borrower shall immediately notify 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 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 Agent who, 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 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.1:00 P.M. (Atlanta, Georgia time), and otherwise such payment shall be made at or before noon 12:00 Noon (Atlanta, Georgia 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 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 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 and the Administrative AgentBorrower. 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 orin same day funds, if after 3:00 P.M., on the following Business Day (either with the proceeds of a Revolving Loan obtained hereunder or otherwise) with other funds. Unless the Borrower shall immediately notify 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 Variable Rate Loan in same day funds the amount of the drawing as provided herein or in subsection (e) below on the LOC Documentsrelated Letter of Credit, the proceeds of which will be used to satisfy the related reimbursement obligations. If the Borrower shall fail to reimburse the Issuing Lenders Lender as provided hereinhereinabove because a Variable Rate Loan cannot be made and the Borrower has failed to otherwise reimburse the Lender, 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 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 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 pro rata share of such unreimbursed drawingdrawing (based on such Lender’s Commitment Percentage). 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. (Boston, Massachusetts time) otherwise such payment shall be made at or before noon 1:00 P.M. (Boston, Massachusetts time) on the Business Day next succeeding the Business Day day such notice is received. If such Revolving a 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 Variable 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 whatsoever, and shall be without regard to the termination of this Agreement or the Commitments hereunder, the existence of a Default or Event of Default Default, or the acceleration of the Borrower 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 Interest in an amount equal to such payment (excluding any 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 Issuing Bank will promptly notify the event Co-Borrowers of any drawing under any Letter of Credit. Unless Holdings, on behalf of the Co-Borrowers, shall immediately notify Issuing Bank that the Co-Borrowers intend to reimburse Issuing Bank for such drawing other than from proceeds of Revolving Loans, the applicable Co-Borrowers shall be deemed to have requested that the Lenders make Revolving Loans in the amount 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 Co-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 2.5(d) to reimburse the Issuing Lenders any Letter of Credit drawing have not been satisfied as provided hereinin Section 2.5(e) hereof, and the Administrative 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 Co-Borrowers' failure to reimburse such drawing, the Co-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 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 Co-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 Co-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 Co-Borrower or any Subsidiary of any Co-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 or, in the case of any Letter of Credit drawing made in a Foreign Currency, the applicable Foreign Currency, 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. (Atlanta time); otherwise, otherwise such payment shall be made at or before noon 1:00 P.M. (Atlanta 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 Co-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 Co-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 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 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)) Swingline Loan, or if and to the extent Swingline Loans are not 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 Security Trustee, 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 '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 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, without 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 will promptly notify the other Revolving Lenders 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 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 hereinherein (including reimbursement through a Mandatory LOC Borrowing, as provided below), 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 Alternate Base Rate Loans in effect as of such date 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 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. (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 Upon 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 Documents on the Business Day next succeeding the day such notice is received by the Borrower shall fail to reimburse from the applicable Issuing Lenders as provided herein, Lender (the "LC Due Date"). The unreimbursed amount of such each drawing shall bear interest at a per annum rate equal to the Default RateAlternate Base Rate plus the Applicable Percentage; provided, however, such rate shall be increased by two percent (2%) during each day that such reimbursement obligation is past due. Unless the Borrower shall immediately notify the applicable Issuing Lender and the Administrative Agent by the LC Due Date 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 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. Such reimbursement obligations shall be deemed to be paid upon the making of any such Revolving Loan. 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 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 Issuing Lender Lenders 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, 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., 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 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 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 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 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 Swingline Loan or Revolving-1 Loan obtained hereunder or otherwise) in same day funds in the applicable Permitted Currency in which such Letter of Credit was denominated, as provided herein or in the LOC Documents. If the Borrower shall fail to reimburse the such Issuing Lenders Lender as provided herein, the unreimbursed amount Dollar 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 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 Dollar Revolving-1 Loan (as defined in Section 2.3(e)) in the amount case of a Dollar Letter of Credit) or Multi-currency Revolving-1 Loan (in the case of a Multi-currency Letter of Credit), in the Dollar 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 '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 applicable Issuing LendersLender, the Administrative Agent, any of 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 applicable Issuing Lender will promptly notify the other Revolving applicable Lenders of the amount Dollar Amount of any unreimbursed drawing and each Revolving applicable 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 's Dollar Revolving-1 Commitment Percentage or Multi-currency Revolving-1 Commitment Percentage, as applicable, of such unreimbursed drawing, unless such Issuing Lender acted with gross negligence or willful misconduct in issuing such Letter of Credit. Such payment shall be made on the Business Day day such notice is received by such Revolving Lender from the Administrative Agent for 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 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 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 Administrative, Agent for the account of 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 's obligation to make such payment to the Administrative Agent for the account of 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 Agreement or the Commitments hereunder, the existence of a Default or Event of Default or the acceleration of the relevant 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 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 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 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 drawingsuch request, 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 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 Commitments with respect to reimburse Revolving Loans 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 '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 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 '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.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 '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 with respect to Revolving Loans 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. 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 Revolving Lenders make a Revolving Loan in the amount of the drawing as provided in subsection (c) 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 Documentsapplicable currency. In the case of a Letter of Credit denominated in an Alternative Currency, the Borrower shall reimburse the Issuing Lender in such Alternative Currency, unless (i) the Issuing Lender (at its option) shall have specified in such notice that it will require reimbursement in Dollars or (ii) in the absence of any such requirement for reimbursement for Dollars, the Borrower shall have notified the Issuing Lender promptly following the receipt of notice of drawing that the Borrower will reimburse the Issuing Lender in Dollars. In the case of any such reimbursement in Dollars of a drawing under a Letter of Credit denominated in an Alternative Currency, the Issuing Lender shall notify the Borrower of the Dollar Equivalent of the amount of the drawing promptly following the determination thereof. 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 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 (expressed in the amount of the Dollar Equivalent thereof in the case of a Letter of Credit denominated in an Alternative Currency) 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., 12:00 Noon otherwise such payment shall be made at or before noon 11:00 A.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 that such Revolving 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 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 Revolving Lender to the Issuing Lender, such Revolving Lender shall, automatically and without any further action on the part of the Issuing Lender or such Revolving 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.