Common use of Reimbursement Clause in Contracts

Reimbursement. Borrower shall be irrevocably and unconditionally obligated forthwith without presentment, demand, protest or other formalities of any kind, to reimburse any L/C Issuer on demand in immediately available funds for any amounts paid by such L/C Issuer with respect to a Letter of Credit, including all reimbursement payments, reasonable fees, Charges, and reasonable costs and expenses paid by such L/C Issuer. Borrower hereby authorizes and directs Agent, at Agent’s option, to debit Borrower’s account (by increasing the outstanding principal balance of the Revolving Credit Advances or Swing Line Advances) in the amount of any payment made by an L/C Issuer with respect to any Letter of Credit. All amounts paid by an L/C Issuer with respect to any Letter of Credit that are not repaid by Borrower on such Business Day with the proceeds of a Revolving Credit Advance, Swing Line Advance or otherwise shall bear interest payable upon demand at the interest rate applicable to Revolving Loans which are Index Rate Loans plus, at the election of Requisite Revolving Lenders, an additional two percent (2.00%) per annum. Each Revolving Lender agrees to fund its Pro Rata Share of any Revolving Loan made pursuant to this Section 1.1(d)(ii). In the event Agent elects not to debit Borrower’s account and Borrower fails to reimburse the L/C Issuer in full on the date of any payment in respect of a Letter of Credit, Agent shall promptly notify each Revolving Lender of the amount of such unreimbursed payment and the accrued interest thereon and each Revolving Lender, on the next Business Day prior to 3:00 p.m. (New York time), shall deliver to Agent an amount equal to its Pro Rata Share thereof in same day funds. Each Revolving Lender hereby absolutely and unconditionally agrees to pay to the L/C Issuer upon demand by the L/C Issuer such Revolving Lender’s Pro Rata Share of each payment made by the L/C Issuer in respect of a Letter of Credit and not immediately reimbursed by Borrower or satisfied through a debit of Borrower’s account. Each Revolving Lender acknowledges and agrees that its obligations pursuant to this subsection in respect of Letters of Credit are absolute and unconditional and shall not be affected by any circumstance whatsoever, including setoff, counterclaim, the occurrence and continuance of a Default or an Event of Default or any failure by Borrower to satisfy any of the conditions set forth in Section 7.2. If any Revolving Lender fails to make available to the L/C Issuer the amount of such Revolving Lender’s Pro Rata Share of any payments made by the L/C Issuer in respect of a Letter of Credit as provided in this Section 1.1(d)(ii), the L/C Issuer shall be entitled to recover such amount on demand from such Revolving Lender together with interest at the Index Rate.

Reimbursement. Borrower shall be irrevocably and unconditionally obligated forthwith without presentment, demand, protest or other formalities In the event of any kind, to reimburse drawing under any L/C Issuer on demand in immediately available funds for any amounts paid by such L/C Issuer with respect to a Letter of Credit, including all reimbursement payments, reasonable fees, Charges, the applicable Issuing Lender will promptly notify the Borrower and reasonable costs and expenses paid by such L/C Issuerthe Administrative Agent. The Borrower hereby authorizes and directs Agent, at Agent’s option, to debit Borrower’s account (by increasing shall reimburse the outstanding principal balance applicable Issuing Lender on the day of the Revolving Credit Advances or Swing Line Advances) in the amount of any payment made by an L/C Issuer with respect to any Letter of Credit. All amounts paid by an L/C Issuer with respect to drawing under any Letter of Credit that are not repaid by Borrower if notified prior to 3:00 P.M. on such a Business Day or, if after 3:00 P.M., on the following Business Day (either with the proceeds of a Revolving Credit AdvanceLoan 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, Swing Line Advance or otherwise the unreimbursed amount of such drawing shall bear interest payable upon demand at a per annum rate equal to the interest rate Default Rate. Unless the Borrower shall immediately notify the applicable Issuing Lender and the Administrative Agent of its intent to Revolving Loans 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 are Index Rate Loans pluswill 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, at counterclaim or defense to payment the election of Requisite Revolving Borrower may claim or have against the Issuing Lenders, an additional two percent (2.00%) per annum. Each Revolving Lender agrees 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 fund its Pro Rata Share receive consideration or the legality, validity, regularity or unenforceability of any Revolving Loan made pursuant to this Section 1.1(d)(ii). In the event Agent elects not to debit Borrower’s account and Borrower fails to reimburse the L/C Issuer in full on the date of any payment in respect of a Letter of Credit, Agent shall . Each Issuing Lender will promptly notify each the other Revolving Lender Lenders of the amount of such any unreimbursed payment and the accrued interest thereon drawing and each Revolving Lender, on the next Business Day prior to 3:00 p.m. (New York time), Lender shall deliver to Agent an amount equal to its Pro Rata Share thereof in same day funds. Each Revolving Lender hereby absolutely and unconditionally agrees to promptly pay to the L/C Issuer upon demand by Administrative Agent for the L/C Issuer account of such Issuing Lender, in Dollars and in immediately available funds, the amount of such Revolving Lender’s Pro Rata Share Revolving Commitment Percentage of each such unreimbursed drawing. Such payment shall be made on the Business Day such notice is received by such Revolving Lender from the L/C Issuer 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 respect 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 Letter rate per annum equal to, if paid within two (2) Business Days of Credit the date of drawing, the Federal Funds Effective Rate and not immediately reimbursed by Borrower or satisfied through thereafter at a debit of Borrower’s accountrate equal to the Alternate Base Rate. Each Revolving Lender acknowledges Lender’s obligation to make such payment to the Issuing Lenders, and agrees that its obligations pursuant the right of the Issuing Lenders to this subsection in respect of Letters of Credit are receive the same, shall be absolute and unconditional and unconditional, shall not be affected by any circumstance whatsoever, including setoff, counterclaimwhatsoever and without regard to the termination of this Agreement or the Commitments hereunder, the occurrence and continuance existence of a Default or an Event of Default or any failure by Borrower to satisfy any the acceleration of the conditions set forth in Section 7.2. If any Revolving Lender fails to make available to the L/C Issuer the amount of such Revolving Lender’s Pro Rata Share of any payments made by the L/C Issuer in respect of a Letter of Credit as provided in this Section 1.1(d)(ii), the L/C Issuer Obligations hereunder and shall be entitled to recover such amount on demand from such Revolving Lender together with interest at the Index Ratemade without any offset, abatement, withholding or reduction whatsoever.

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

Reimbursement. Borrower shall be irrevocably and unconditionally obligated forthwith without presentment, demand, protest or other formalities In the event of any kind, to reimburse drawing under any L/C Issuer on demand in immediately available funds for any amounts paid by such L/C Issuer with respect to a Letter of Credit, including all reimbursement payments, reasonable fees, Charges, the Issuing Lender will promptly notify the Borrower and reasonable costs and expenses paid by such L/C Issuerthe Administrative Agent. The Borrower hereby authorizes and directs Agent, at Agent’s option, to debit Borrower’s account (by increasing shall reimburse the outstanding principal balance Issuing Lender on the day of the Revolving Credit Advances or Swing Line Advances) in the amount of any payment made by an L/C Issuer with respect to any Letter of Credit. All amounts paid by an L/C Issuer with respect to drawing under any Letter of Credit that are not repaid by Borrower if notified prior to 11:00 A.M. on such a Business Day or, if after 11:00 A.M., on the following Business Day (either with the proceeds of a Revolving Credit AdvanceLoan 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 herein, Swing Line Advance or otherwise the unreimbursed amount of such drawing shall bear interest payable upon demand at a per annum rate equal to the interest rate applicable ABR Default Rate. Unless the Borrower shall immediately notify the Issuing Lender and the Administrative Agent of its intent to Revolving Loans otherwise reimburse the Issuing Lender, the Borrower shall be deemed to have requested a Mandatory LOC Borrowing in the amount of the drawing as provided in subsection (e) hereof, the proceeds of which are Index Rate Loans pluswill 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, at counterclaim or defense to payment the election of Requisite Revolving Borrower may claim or have against the Issuing Lender, the Administrative Agent, the Lenders, an additional two percent (2.00%) per annum. Each Revolving Lender agrees 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 fund its Pro Rata Share receive consideration or the legality, validity, regularity or unenforceability of any Revolving Loan made pursuant to this Section 1.1(d)(ii). In the event Agent elects not to debit Borrower’s account and Borrower fails to reimburse the L/C Issuer in full on the date of any payment in respect of a Letter of Credit, Agent shall . The Issuing Lender will promptly notify each the other Revolving Lender Lenders of the amount of such any unreimbursed payment and the accrued interest thereon drawing and each Revolving Lender, on the next Business Day prior to 3:00 p.m. (New York time), Lender shall deliver to Agent an amount equal to its Pro Rata Share thereof in same day funds. Each Revolving Lender hereby absolutely and unconditionally agrees to promptly pay to the L/C Issuer upon demand by Administrative Agent for the L/C Issuer account of the Issuing Lender, in Dollars and in immediately available funds, the amount of such Revolving Lender’s Pro Rata Share Commitment Percentage of each such unreimbursed drawing. Such payment shall be made on the day such notice is received by such Revolving Lender from the L/C Issuer 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 P.M. on the Business Day next succeeding the day such notice is received. If such Revolving Lender does not pay such amount to the Issuing Lender in respect full upon such request, such Revolving Lender shall, on demand, pay to the Administrative Agent for the account of 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 the Issuing Lender in full at a Letter rate per annum equal to, if paid within two (2) Business Days of Credit the date of drawing, the Federal Funds Effective Rate and not immediately reimbursed by Borrower or satisfied through thereafter at a debit of Borrower’s accountrate equal to the Alternate Base Rate. Each Revolving Lender’s obligation to make such payment to the Issuing Lender, and the right of the Issuing Lender acknowledges and agrees that its obligations pursuant to this subsection in respect of Letters of Credit are receive the same, shall be absolute and unconditional and unconditional, shall not be affected by any circumstance whatsoever, including setoff, counterclaimwhatsoever and without regard to the termination of this Agreement or the Commitments hereunder, the occurrence and continuance existence of a Default or an Event of Default or any failure by Borrower to satisfy any the acceleration of the conditions set forth in Section 7.2. If any Revolving Lender fails to make available to the L/C Issuer the amount of such Revolving Lender’s Pro Rata Share of any payments made by the L/C Issuer in respect of a Letter of Credit as provided in this Section 1.1(d)(ii), the L/C Issuer Party Obligations hereunder and shall be entitled to recover such amount on demand from such Revolving Lender together with interest at the Index Ratemade without any offset, abatement, withholding or reduction whatsoever.

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

Reimbursement. Borrower shall be irrevocably and unconditionally obligated forthwith without presentment, demand, protest or other formalities In the event of any kind, to reimburse drawing under any L/C Issuer on demand in immediately available funds for any amounts paid by such L/C Issuer with respect to a Letter of Credit, including all reimbursement payments, reasonable fees, Charges, the applicable Issuing Lender will promptly notify the Borrower and reasonable costs and expenses paid by such L/C Issuerthe Administrative Agent. The Borrower hereby authorizes and directs Agent, at Agent’s option, to debit Borrower’s account (by increasing shall reimburse the outstanding principal balance applicable Issuing Lender on the day of the Revolving Credit Advances or Swing Line Advances) in the amount of any payment made by an L/C Issuer with respect to any Letter of Credit. All amounts paid by an L/C Issuer with respect to drawing under any Letter of Credit that are not repaid issued by such Issuing Lender in (x) the applicable Foreign Currency of the relevant Letter of Credit with respect to which the drawing was made to the extent directly reimbursed by the Borrower on such Business Day or (y) in Dollars to the extent funded with the proceeds of a Revolving Credit Advance, Swing Line Advance Loan obtained hereunder or otherwise and, in each case, in same day funds as provided herein or in the LOC Documents. If the Borrower shall fail to reimburse an Issuing Lender as provided herein, the unreimbursed amount of such drawing shall bear interest payable upon demand at a per annum rate equal to the interest rate applicable to Revolving Loans which are Index Base Rate Loans plus, at plus the election of Requisite Revolving Lenders, an additional Applicable Percentage plus two percent (2.002%). 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 Revolving Loan borrowing comprised entirely of Base Rate Loans in the amount of the drawing as provided in subsection (e) per annumhereof, the proceeds of which will be used to satisfy the reimbursement obligations. Each Revolving Lender agrees to fund its Pro Rata Share The Borrower’s reimbursement obligations hereunder shall be absolute and unconditional under all circumstances irrespective of any Revolving Loan made pursuant rights of set-off, counterclaim or defense to this Section 1.1(d)(ii). In payment the event Agent elects not Borrower may claim or have against any Issuing Lender, 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 debit Borrower’s account and Borrower fails to reimburse receive consideration or the L/C Issuer in full on legality, validity, regularity or unenforceability of the date of any payment in respect of a Letter of Credit, Agent shall . Each Issuing Lender will promptly notify each Revolving Lender the Lenders of the amount of any unreimbursed drawing in respect of any Letter of Credit issued by such unreimbursed payment and the accrued interest thereon Issuing Lender and each Revolving Lender, on the next Business Day prior to 3:00 p.m. (New York time), Lender shall deliver to Agent an amount equal to its Pro Rata Share thereof in same day funds. Each Revolving Lender hereby absolutely and unconditionally agrees to promptly pay to the L/C Issuer upon demand by Administrative Agent for the L/C Issuer account of such Revolving Issuing Lender in Dollars and in immediately available funds, the amount of such Lender’s Pro Rata Share LOC Commitment Percentage of each such unreimbursed drawing. Such payment shall be made on the day such notice is received by such Lender from 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 L/C Issuer Business Day next succeeding the day such notice is received. If such Lender does not pay such amount to such Issuing Lender in respect full upon such request, such 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 Lender pays such amount to such Issuing Lender in full at a Letter rate per annum equal to, if paid within two (2) Business Days of Credit the date of drawing, the Federal Funds Rate and not immediately reimbursed by Borrower or satisfied through thereafter at a debit of Borrower’s accountrate equal to the Base Rate. Each Revolving Lender’s obligation to make such payment to an Issuing Lender, and the right of an Issuing Lender acknowledges and agrees that its obligations pursuant to this subsection in respect of Letters of Credit are receive the same, shall be absolute and unconditional and unconditional, shall not be affected by any circumstance whatsoever, including setoff, counterclaimwhatsoever and without regard to the termination of this Credit Agreement or the Commitments hereunder, the occurrence and continuance existence of a Default or an Event of Default or any failure by Borrower to satisfy any the acceleration of the conditions set forth in Section 7.2. If any Revolving Lender fails to make available to the L/C Issuer the amount of such Revolving Lender’s Pro Rata Share of any payments made by the L/C Issuer in respect of a Letter of Credit as provided in this Section 1.1(d)(ii), the L/C Issuer Party Obligations hereunder and shall be entitled to recover such amount on demand from such Revolving Lender together with interest at the Index Ratemade without any offset, abatement, withholding or reduction whatsoever.

Reimbursement. In the event of any drawing or request for drawing under any Letter of Credit, Issuing Lender will promptly notify Borrower and Agent thereof. Unless Borrower shall be irrevocably and unconditionally obligated forthwith without presentment, demand, protest or other formalities notify Issuing Lender of any kind, its intent to otherwise reimburse any L/C Issuer on demand in Issuing Lender immediately available funds for any amounts paid by such L/C Issuer with respect to upon receipt of notice from Issuing Lender of a drawing under a Letter of Credit, including all reimbursement payments, reasonable fees, Charges, and reasonable costs and expenses paid by such L/C Issuer. Borrower hereby authorizes and directs Agent, at Agent’s option, shall be deemed to debit Borrower’s account (by increasing the outstanding principal balance of the Revolving Credit Advances or Swing Line Advances) have requested Base Rate Loans in the amount of any payment made by an L/C Issuer with respect the drawing as provided in subsection (f) hereof, the proceeds of which will be used to any Letter satisfy the reimbursement obligations. Borrower shall reimburse Issuing Lender on the day of Credit. All amounts paid by an L/C Issuer with respect to drawing under any Letter of Credit that are not repaid by Borrower on such Business Day (either with the proceeds of a Revolving Credit AdvanceLoan obtained hereunder or otherwise) in same day funds as provided herein. If Borrower shall fail to reimburse Issuing Lender as provided hereinabove, Swing Line Advance or otherwise the unreimbursed amount of such drawing shall bear interest payable upon demand at a per annum rate equal to the interest rate applicable to Revolving Loans which are Index Base Rate Loans plus, at the election of Requisite Revolving Lenders, an additional plus two percent (2.002%) per annum). Each Revolving Lender agrees to fund its Pro Rata Share Borrower's reimbursement obligations hereunder shall be absolute and unconditional under all circumstances irrespective of any Revolving Loan made pursuant rights of set-off, counterclaim or defense to this Section 1.1(d)(ii). In payment Borrower may claim or have against Issuing Lender, Agent, the event Agent elects not Lenders, the beneficiary of the Letter of Credit drawn upon or any other Person, including, without limitation, any defense based on any failure of Borrower to debit Borrower’s account and Borrower fails to reimburse receive consideration or the L/C Issuer in full on legality, validity, regularity or unenforceability of the date of any payment in respect of a Letter of Credit; provided, Agent however, that (i) the Borrower shall promptly notify each Revolving not be obligated to reimburse Issuing Lender and (ii) Lenders shall not be obligated to fund Loans or purchase participations hereunder in reimbursement of the amount of such unreimbursed payment and the accrued interest thereon and each Revolving Issuing Lender, on the next Business Day prior to 3:00 p.m. (New York time), shall deliver to Agent an amount equal to its Pro Rata Share thereof in same day funds. Each Revolving Lender hereby absolutely and unconditionally agrees to pay to the L/C Issuer upon demand by the L/C Issuer such Revolving Lender’s Pro Rata Share of each for any wrongful payment made by the L/C Issuer in respect of a Letter of Credit and not immediately reimbursed by Borrower or satisfied through a debit of Borrower’s account. Each Revolving Issuing Lender acknowledges and agrees that its obligations pursuant to this subsection in respect of Letters of Credit are absolute and unconditional and shall not be affected by any circumstance whatsoever, including setoff, counterclaim, the occurrence and continuance of a Default or an Event of Default or any failure by Borrower to satisfy any of the conditions set forth in Section 7.2. If any Revolving Lender fails to make available to the L/C Issuer the amount of such Revolving Lender’s Pro Rata Share of any payments made by the L/C Issuer in respect of under a Letter of Credit as provided in this Section 1.1(d)(ii)a result of acts or omissions constituting bad faith, willful misconduct or gross negligence on the L/C Issuer shall part of Issuing Lender. The Letter of Credit Obligations will be entitled to recover such amount on demand from such Revolving Lender together with interest at evidenced by the Index RateLetter of Credit Note.

Reimbursement. Borrower shall be irrevocably and unconditionally obligated forthwith without presentment, demand, protest or other formalities In the event of any kind, to reimburse drawing under any L/C Issuer on demand in immediately available funds for any amounts paid by such L/C Issuer with respect to a Letter of Credit, including all reimbursement paymentsthe Issuing Lender will promptly notify the Borrower. Unless the Borrower shall immediately notify the Issuing Lender of its intent to otherwise reimburse the Issuing Lender, reasonable fees, Charges, and reasonable costs and expenses paid by such L/C Issuer. the Borrower hereby authorizes and directs Agent, shall be deemed to have requested a Revolving Loan at Agent’s option, to debit Borrower’s account (by increasing the outstanding principal balance of the Revolving Credit Advances or Swing Line Advances) Adjusted Base Rate in the amount of any payment made by an L/C Issuer with respect the drawing as provided in subsection (e) hereof, the proceeds of which will be used to any Letter satisfy the reimbursement obligations. The Borrower shall reimburse the Issuing Lender on the day of Credit. All amounts paid by an L/C Issuer with respect to drawing under any Letter of Credit that are not repaid by Borrower on such Business Day either with the proceeds of a Revolving Credit Advance, Swing Line Advance 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 payable upon demand at a per annum rate equal to the interest rate applicable to Base Rate plus the Applicable Percentage for the Base Rate Loans that are Revolving Loans which are Index Rate Loans plus, at the election of Requisite Revolving Lenders, an additional plus two percent (2.002%) per annum. Each Revolving Lender agrees to fund its Pro Rata Share of any Revolving Loan made pursuant to this Section 1.1(d)(ii). In The Borrower'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 event Agent elects not applicable account party or the Borrower may claim or have against the Issuing Lender, the 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 applicable account party, the Borrower or any other Credit Party to debit Borrower’s account and Borrower fails to reimburse receive consideration or the L/C Issuer in full on legality, validity, regularity or unenforceability of the date of any payment in respect of a Letter of Credit, Agent shall . The Issuing Lender will promptly notify each Revolving Lender the LOC Participants of the amount of such any unreimbursed payment and the accrued interest thereon drawing and each Revolving Lender, on the next Business Day prior to 3:00 p.m. (New York time), LOC Participant shall deliver to Agent an amount equal to its Pro Rata Share thereof in same day funds. Each Revolving Lender hereby absolutely and unconditionally agrees to promptly pay to the L/C Issuer Administrative Agent for the account of the Issuing Lender, in Dollars and in immediately available funds, the amount of such LOC Participant's Revolving Loan Commitment Percentage of such unreimbursed drawing. Such payment shall be made on the day such notice is received by such Lender from the 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 day such notice is received. If such LOC Participant does not pay such amount to the Issuing Lender in full upon demand by such request, such LOC Participant shall, on demand, pay to the L/C Issuer Administrative Agent for the account of the Issuing Lender interest on the unpaid amount during the period from the date the LOC Participant received the notice regarding the unreimbursed drawing until such Revolving Lender’s Pro Rata Share LOC Participant pays such amount to the Issuing Lender in full at a rate per annum equal to, if paid within two Business Days of each payment made by the L/C Issuer in respect date of drawing, the Federal Funds Rate and thereafter at a Letter of Credit and not immediately reimbursed by Borrower or satisfied through a debit of Borrower’s accountrate equal to the Base Rate. Each Revolving LOC Participant's obligation to make such payment to the Issuing Lender, and the right of the Issuing Lender acknowledges and agrees that its obligations pursuant to this subsection in respect of Letters of Credit are receive the same, shall be absolute and unconditional and unconditional, shall not be affected by any circumstance whatsoever, including setoff, counterclaimwhatsoever and without regard to the termination of this Credit Agreement or the Commitments hereunder, the occurrence and continuance existence of a Default or an Event of Default or any failure by Borrower to satisfy any the acceleration of the conditions set forth in Section 7.2obligations hereunder and shall be made without any offset, abatement, withholding or reduction whatsoever. If any Revolving Lender fails to make available Simultaneously with the making of each such payment by a LOC Participant to the L/C Issuer 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 Revolving payment constituting interest owing to the Issuing Lender’s Pro Rata Share ) in the related unreimbursed drawing portion of any payments made by the L/C Issuer 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 of a Letter of Credit as provided in this Section 1.1(d)(ii), the L/C Issuer shall be entitled to recover such amount on demand from such Revolving Lender together with interest at the Index Ratethereto.

Reimbursement. Borrower shall be irrevocably and unconditionally obligated forthwith without presentment, demand, protest or other formalities In the event of any kind, to reimburse drawing under any L/C Issuer on demand in immediately available funds for any amounts paid by such L/C Issuer with respect to a Letter of Credit, including all reimbursement payments, reasonable fees, Charges, the Issuing Lender will promptly notify the Company and reasonable costs and expenses paid by such L/C Issuerthe Administrative Agent. Borrower hereby authorizes and directs Agent, at Agent’s option, to debit Borrower’s account (by increasing The Company shall reimburse the outstanding principal balance Issuing Lender on the day of the Revolving Credit Advances or Swing Line Advances) in the amount of any payment made by an L/C Issuer with respect to any Letter of Credit. All amounts paid by an L/C Issuer with respect to drawing under any Letter of Credit that are not repaid by Borrower on such Business Day (with the proceeds of a Revolving Credit AdvanceLoan obtained hereunder or otherwise), Swing Line Advance in Dollars, in the Dollar Amount and in same day funds as provided herein or otherwise in the LOC Documents. If the Company shall fail to reimburse the Issuing Lender as provided herein, the unreimbursed amount of such drawing shall bear interest payable upon demand at a per annum rate equal to the interest rate applicable to Alternate Base Rate plus the Applicable Percentage for Revolving Loans which that are Index Alternate Base Rate Loans plus, at the election of Requisite Revolving Lenders, an additional plus two percent (2.002%) per annumfor so long as such amount shall be unreimbursed. Each Revolving Unless the Company shall immediately notify the Issuing Lender agrees and the Administrative Agent of its intent to fund its Pro Rata Share otherwise reimburse the Issuing Lender, the Company shall be deemed to have requested a LOC Mandatory Borrowing, in Dollars, in the Dollar Amount of the drawing as provided in subsection (e) hereof, the proceeds of which will be used to satisfy the Reimbursement Obligations. Subject to the terms of Section 2.19, the Company’s Reimbursement Obligations hereunder shall be absolute and unconditional under all circumstances irrespective of any Revolving Loan made pursuant rights of set off, counterclaim or defense to this Section 1.1(d)(ii). In payment the event Agent elects not Company may claim or have against the Issuing Lender, 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 Company to debit Borrower’s account and Borrower fails to reimburse receive consideration or the L/C Issuer in full on legality, validity, regularity or unenforceability of the date of any payment in respect of a Letter of Credit, Agent shall . The Issuing Lender will promptly notify each the other Revolving Lender Lenders of the amount of such any unreimbursed payment and the accrued interest thereon drawing and each Revolving Lender, on the next Business Day prior to 3:00 p.m. (New York time), Lender shall deliver to Agent an amount equal to its Pro Rata Share thereof in same day funds. Each Revolving Lender hereby absolutely and unconditionally agrees to promptly pay to the L/C Issuer upon demand by Administrative Agent for the L/C Issuer account of the Issuing Lender in Dollars and in immediately available funds, the Dollar Amount of such Revolving Lender’s Pro Rata Share Revolving Commitment Percentage of each such unreimbursed drawing. Such payment shall be made on the day such notice is received by such Revolving Lender from the L/C Issuer Issuing Lender if such notice is received at or before 2:00 p.m. EST, otherwise such payment shall be made at or before 12:00 Noon EST on the Business Day next succeeding the day such notice is received. If such Revolving Lender does not pay such amount to the Issuing Lender in respect full upon such request, such Revolving Lender shall, on demand, pay to the Administrative Agent for the account of 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 the Issuing Lender in full at a Letter rate per annum equal to, if paid within two (2) Business Days of Credit the date of drawing, the Federal Funds Effective Rate and not immediately reimbursed by Borrower or satisfied through thereafter at a debit of Borrower’s accountrate equal to the Alternate Base Rate. Each Revolving Lender’s obligation to make such payment to the Issuing Lender, and the right of the Issuing Lender acknowledges and agrees that its obligations pursuant to this subsection in respect of Letters of Credit are receive the same, shall be absolute and unconditional and unconditional, shall not be affected by any circumstance whatsoever, including setoff, counterclaimwhatsoever and without regard to the termination of this Credit Agreement or the Commitments hereunder, the occurrence and continuance existence of a Default or an Event of Default or any failure by Borrower to satisfy any the acceleration of the conditions set forth in Section 7.2. If any Revolving Lender fails to make available to the L/C Issuer the amount of such Revolving Lender’s Pro Rata Share of any payments made by the L/C Issuer in respect of a Letter of Credit as provided in this Section 1.1(d)(ii), the L/C Issuer Party Obligations hereunder and shall be entitled to recover such amount on demand from such Revolving Lender together with interest at the Index Ratemade without any offset, abatement, withholding or reduction whatsoever.

Reimbursement. Borrower shall be irrevocably and unconditionally obligated forthwith without presentment, demand, protest or other formalities In the event of any kind, to reimburse drawing under any L/C Issuer on demand in immediately available funds for any amounts paid by such L/C Issuer with respect to a Letter of Credit, including all reimbursement payments, reasonable fees, Charges, the Issuing Lender will promptly notify the Borrower and reasonable costs and expenses paid by such L/C Issuerthe Administrative Agent. The Borrower hereby authorizes and directs Agent, at Agent’s option, to debit Borrower’s account (by increasing shall reimburse the outstanding principal balance Issuing Lender on the day of the Revolving Credit Advances or Swing Line Advances) in the amount of any payment made by an L/C Issuer with respect to any Letter of Credit. All amounts paid by an L/C Issuer with respect to drawing under any Letter of Credit that are not repaid by Borrower if notified prior to 1:00 P.M. on such a Business Day or, if after 1:00 P.M., on the following Business Day (either with the proceeds of a Revolving Credit Advance, Swing Line Advance Loan obtained hereunder or otherwise otherwise) in same day funds as provided herein or in the LOC Documents. If the Borrower shall bear interest payable upon demand at the interest rate applicable to Revolving Loans which are Index Rate Loans plus, at the election of Requisite Revolving Lenders, an additional two percent (2.00%) per annum. Each Revolving Lender agrees to fund its Pro Rata Share of any Revolving Loan made pursuant to this Section 1.1(d)(ii). In the event Agent elects not to debit Borrower’s account and Borrower fails fail to reimburse the L/C Issuer Issuing 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 Issuing Lender and the Administrative Agent of its intent to otherwise reimburse the Issuing Lender, the Borrower shall be deemed to have requested a Mandatory LOC Borrowing in full on the date 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 in respect the Borrower may claim or have against the Issuing Lender, the Administrative Agent, the Lenders, the beneficiary of a 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, . The Administrative Agent shall will promptly notify each the other Revolving Lender Lenders of the amount of such any unreimbursed payment and the accrued interest thereon drawing and each Revolving Lender, on the next Business Day prior to 3:00 p.m. (New York time), Lender shall deliver to Agent an amount equal to its Pro Rata Share thereof in same day funds. Each Revolving Lender hereby absolutely and unconditionally agrees to promptly pay to the L/C Issuer upon demand by Administrative Agent for the L/C Issuer account of the Issuing Lender, in Dollars and in immediately available funds, the amount of such Revolving Lender’s Pro Rata Share Revolving Commitment Percentage of each such unreimbursed drawing. Such payment shall be made on the Business Day such notice is received by such Revolving Lender from the L/C Issuer 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 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 Administrative Agent for the account of the Issuing Lender in respect full upon such request, such Revolving Lender shall, on demand, pay to the Administrative Agent for the account of 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 the Administrative Agent for the account of the Issuing Lender in full at a Letter rate per annum equal to, if paid within two (2) Business Days of Credit the date of drawing, the Federal Funds Effective Rate and not immediately reimbursed by Borrower or satisfied through thereafter at a debit of Borrower’s accountrate equal to the Alternate Base Rate. Each Revolving Lender’s obligation to make such payment to the Issuing Lender, and the right of the Issuing Lender acknowledges and agrees that its obligations pursuant to this subsection in respect of Letters of Credit are receive the same, shall be absolute and unconditional and unconditional, shall not be affected by any circumstance whatsoever, including setoff, counterclaimwhatsoever and without regard to the termination of this Agreement or the Commitments hereunder, the occurrence and continuance existence of a Default or an Event of Default or any failure by Borrower to satisfy any the acceleration of the conditions set forth in Section 7.2. If any Revolving Lender fails to make available to the L/C Issuer the amount of such Revolving Lender’s Pro Rata Share of any payments made by the L/C Issuer in respect of a Letter of Credit as provided in this Section 1.1(d)(ii), the L/C Issuer Obligations hereunder and shall be entitled to recover such amount on demand from such Revolving Lender together with interest at the Index Ratemade without any offset, abatement, withholding or reduction whatsoever.

Reimbursement. Borrower shall be irrevocably and unconditionally obligated forthwith without presentment, demand, protest or other formalities In the event of any kind, to reimburse drawing under any L/C Issuer on demand in immediately available funds for any amounts paid by such L/C Issuer with respect to a Letter of Credit, including all reimbursement payments, reasonable fees, Charges, the Issuing Lender will promptly notify the Borrower and reasonable costs and expenses paid by such L/C Issuerthe Administrative Agent. The Borrower hereby authorizes and directs Agent, at Agent’s option, to debit Borrower’s account (by increasing shall reimburse the outstanding principal balance Issuing Lender on the day of the Revolving Credit Advances or Swing Line Advances) in the amount of any payment made by an L/C Issuer with respect to any Letter of Credit. All amounts paid by an L/C Issuer with respect to drawing under any Letter of Credit that are not repaid by Borrower if notified prior to 11:00 A.M. on such a Business Day or, if after 11:00 A.M., on the following Business Day (either with the proceeds of a Revolving Credit AdvanceLoan 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 herein, Swing Line Advance or otherwise the unreimbursed amount of such drawing shall bear interest payable upon demand at a per annum rate equal to the interest rate applicable ABR Default Rate. Unless the Borrower shall immediately notify the Issuing Lender and the Administrative Agent of its intent to Revolving Loans otherwise reimburse the Issuing Lender, the Borrower shall be deemed to have requested a Mandatory LOC Borrowing in the amount of the drawing as provided in subsection (e) hereof, the proceeds of which are Index Rate Loans pluswill 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, at counterclaim or defense to payment the election of Requisite Revolving Borrower may claim or have against the Issuing Lender, the Administrative Agent, the Lenders, an additional two percent (2.00%) per annum. Each Revolving Lender agrees 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 fund its Pro Rata Share receive consideration or the legality, validity, regularity or unenforceability of any Revolving Loan made pursuant to this Section 1.1(d)(ii). In the event Agent elects not to debit Borrower’s account and Borrower fails to reimburse the L/C Issuer in full on the date of any payment in respect of a Letter of Credit, Agent shall . The Issuing Lender will promptly notify each the other Revolving Lender Lenders of the amount of such any unreimbursed payment and the accrued interest thereon drawing and each Revolving Lender, on the next Business Day prior to 3:00 p.m. (New York time), Lender shall deliver to Agent an amount equal to its Pro Rata Share thereof in same day funds. Each Revolving Lender hereby absolutely and unconditionally agrees to promptly pay to the L/C Issuer upon demand by Administrative Agent for the L/C Issuer account of the Issuing Lender, in Dollars and in immediately available funds, the amount of such Revolving Lender’s Pro Rata Share Revolving Commitment Percentage of each such unreimbursed drawing. Such payment shall be made on the day such notice is received by such Revolving Lender from the L/C Issuer 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 P.M. on the Business Day next succeeding the day such notice is received. If such Revolving Lender does not pay such amount to the Issuing Lender in respect full upon such request, such Revolving Lender shall, on demand, pay to the Administrative Agent for the account of 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 the Issuing Lender in full at a Letter rate per annum equal to, if paid within two (2) Business Days of Credit the date of drawing, the Federal Funds Effective Rate and not immediately reimbursed by Borrower or satisfied through thereafter at a debit of Borrower’s accountrate equal to the Alternate Base Rate. Each Revolving Lender’s obligation to make such payment to the Issuing Lender, and the right of the Issuing Lender acknowledges and agrees that its obligations pursuant to this subsection in respect of Letters of Credit are receive the same, shall be absolute and unconditional and unconditional, shall not be affected by any circumstance whatsoever, including setoff, counterclaimwhatsoever and without regard to the termination of this Agreement or the Commitments hereunder, the occurrence and continuance existence of a Default or an Event of Default or any failure by Borrower to satisfy any the acceleration of the conditions set forth in Section 7.2. If any Revolving Lender fails to make available to the L/C Issuer the amount of such Revolving Lender’s Pro Rata Share of any payments made by the L/C Issuer in respect of a Letter of Credit as provided in this Section 1.1(d)(ii), the L/C Issuer Party Obligations hereunder and shall be entitled to recover such amount on demand from such Revolving Lender together with interest at the Index Ratemade without any offset, abatement, withholding or reduction whatsoever.

Reimbursement. Borrower shall be irrevocably and unconditionally obligated forthwith without presentment, demand, protest or other formalities In the event of any kind, to reimburse drawing under any L/C Issuer on demand in immediately available funds for any amounts paid by such L/C Issuer with respect to a Letter of Credit, including all reimbursement payments, reasonable fees, Charges, the Issuing Lender will promptly notify the Borrower and reasonable costs and expenses paid by such L/C Issuerthe Administrative Agent. The Borrower hereby authorizes and directs Agent, at Agent’s option, to debit Borrower’s account (by increasing shall reimburse the outstanding principal balance of Issuing Lender on the Revolving Credit Advances or Swing Line Advances) in first Business Day after the amount of day any payment made by an L/C Issuer with respect to any Letter of Credit. All amounts paid by an L/C Issuer with respect to drawing under any Letter of Credit that are not repaid is duly honored by Borrower on such Business Day the Issuing Lender (with the proceeds of a Revolving Credit AdvanceLoan 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 herein, Swing Line Advance or otherwise the unreimbursed amount of such drawing shall bear interest payable upon demand at a per annum rate equal to the interest rate applicable Alternate Base Rate plus the Applicable Rate. Unless the Borrower shall immediately notify the Issuing Lender and the Administrative Agent of its intent to otherwise reimburse the Issuing Lender, the Borrower shall be deemed to have requested a Revolving Loans Loan in the amount of the drawing as provided in subsection (v) below, the proceeds of which are Index Rate Loans pluswill 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, at counterclaim or defense to payment the election of Requisite Revolving Borrower may claim or have against the Issuing Lender, the Administrative Agent, the Lenders, an additional two percent (2.00%) per annum. Each Revolving Lender agrees 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 fund its Pro Rata Share receive consideration or the legality, validity, regularity or unenforceability of any Revolving Loan made pursuant to this Section 1.1(d)(ii). In the event Agent elects not to debit Borrower’s account and Borrower fails to reimburse the L/C Issuer in full on the date of any payment in respect of a Letter of Credit, Agent shall . The Issuing Lender will promptly notify each Revolving Lender the other Lenders of the amount of any unreimbursed drawing and each Lender shall promptly pay to the Administrative Agent for the account of the Issuing Lender in dollars and in immediately available funds, the amount of such Lender's LOC Commitment Percentage of such unreimbursed drawing. Such payment and shall be made on the accrued interest thereon and each Revolving Lenderday such notice is received by such Lender from the Issuing Lender if such notice is received at or before 2:00 p.m., New York city time, otherwise such payment shall be made at or before 12:00 Noon, New York city time, on the next Business Day prior next succeeding the day such notice is received. If such Lender does not pay such amount to 3:00 p.m. (New York time)the Issuing Lender in full upon such request, shall deliver to Agent an amount equal to its Pro Rata Share thereof in same day funds. Each Revolving such Lender hereby absolutely and unconditionally agrees to shall, on demand, pay to the L/C Issuer upon demand by Administrative Agent for the L/C Issuer account of the Issuing Lender interest on the unpaid amount during the period from the date of such Revolving Lender’s Pro Rata Share drawing until such Lender pays such amount to the Issuing Lender in full at a rate per annum equal to, if paid within two (2) Business Days of each payment made by the L/C Issuer in respect date of drawing, the Federal Funds Effective Rate and thereafter at a Letter of Credit and not immediately reimbursed by Borrower or satisfied through a debit of Borrower’s accountrate equal to the Alternate Base Rate. Each Revolving Lender's obligation to make such payment to the Issuing Lender, and the right of the Issuing Lender acknowledges and agrees that its obligations pursuant to this subsection in respect of Letters of Credit are receive the same, shall be absolute and unconditional and unconditional, shall not be affected by any circumstance whatsoever, including setoff, counterclaimwhatsoever and without regard to the termination of this Agreement or the Commitments hereunder, the occurrence and continuance existence of a Default or an Event of Default or any failure by Borrower to satisfy any the acceleration of the conditions set forth in Section 7.2. If any Revolving Lender fails to make available to the L/C Issuer the amount of such Revolving Lender’s Pro Rata Share of any payments made by the L/C Issuer in respect of a Letter of Credit as provided in this Section 1.1(d)(ii), the L/C Issuer Obligations and shall be entitled to recover such amount on demand from such Revolving Lender together with interest at the Index Ratemade without any offset, abatement, withholding or reduction whatsoever.

Reimbursement. Borrower shall be irrevocably and unconditionally obligated forthwith without presentment, demand, protest or other formalities In the event of any kind, to reimburse drawing under any L/C Issuer on demand in immediately available funds for any amounts paid by such L/C Issuer with respect to a Letter of Credit, including all reimbursement payments, reasonable fees, Charges, the Issuing Lender will promptly notify the Borrower and reasonable costs and expenses paid by such L/C Issuerthe Administrative Agent. The Borrower hereby authorizes and directs Agent, at Agent’s option, to debit Borrower’s account (by increasing shall reimburse the outstanding principal balance Issuing Lender on the day of the Revolving Credit Advances or Swing Line Advances) in the amount of any payment made by an L/C Issuer with respect to any Letter of Credit. All amounts paid by an L/C Issuer with respect to drawing under any Letter of Credit that are not repaid by Borrower if notified prior to 1:00 P.M. on such a Business Day or, if after 1:00 P.M., on the following Business Day (either with the proceeds of a Revolving Credit Advance, Swing Line Advance Loan obtained hereunder or otherwise otherwise) in same day funds as provided herein or in the LOC Documents. If the Borrower shall bear interest payable upon demand at the interest rate applicable to Revolving Loans which are Index Rate Loans plus, at the election of Requisite Revolving Lenders, an additional two percent (2.00%) per annum. Each Revolving Lender agrees to fund its Pro Rata Share of any Revolving Loan made pursuant to this Section 1.1(d)(ii). In the event Agent elects not to debit Borrower’s account and Borrower fails fail to reimburse the L/C Issuer Issuing 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 Issuing Lender and the Administrative Agent of its intent to otherwise reimburse the Issuing Lender, the Borrower shall be deemed to have requested a Mandatory LOC Borrowing in full on the date 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 in respect the Borrower may claim or have against the Issuing Lender, the Administrative Agent, the Lenders, the beneficiary of a 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, . The Administrative Agent shall will promptly notify each Revolving Lender the other Lenders of the amount of such any unreimbursed payment and the accrued interest thereon drawing and each Revolving Lender, on the next Business Day prior to 3:00 p.m. (New York time), Lender shall deliver to Agent an amount equal to its Pro Rata Share thereof in same day funds. Each Revolving Lender hereby absolutely and unconditionally agrees to promptly pay to the L/C Issuer upon demand by Administrative Agent for the L/C Issuer account of the Issuing Lender, in Dollars and in immediately available funds, the amount of such Revolving Lender’s Pro Rata Share Revolving Commitment Percentage of each such unreimbursed drawing. Such payment shall be made on the Business Day such notice is received by such Lender from the L/C Issuer 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 P.M. on the Business Day next succeeding the Business Day such notice is received. If such Lender does not pay such amount to the Administrative Agent for the account of the Issuing Lender in respect full upon such request, such Lender shall, on demand, pay to the Administrative Agent for the account of the Issuing Lender interest on the unpaid amount during the period from the date of such drawing until such Lender pays such amount to the Administrative Agent for the account of the Issuing Lender in full at a Letter rate per annum equal to, if paid within two (2) Business Days of Credit the date of drawing, the Federal Funds Effective Rate and not immediately reimbursed by Borrower or satisfied through thereafter at a debit of Borrower’s accountrate equal to the Alternate Base Rate. Each Revolving Lender’s obligation to make such payment to the Issuing Lender, and the right of the Issuing Lender acknowledges and agrees that its obligations pursuant to this subsection in respect of Letters of Credit are receive the same, shall be absolute and unconditional and unconditional, shall not be affected by any circumstance whatsoever, including setoff, counterclaimwhatsoever and without regard to the termination of this Agreement or the Commitments hereunder, the occurrence and continuance existence of a Default or an Event of Default or any failure by Borrower to satisfy any the acceleration of the conditions set forth in Section 7.2. If any Revolving Lender fails to make available to the L/C Issuer the amount of such Revolving Lender’s Pro Rata Share of any payments made by the L/C Issuer in respect of a Letter of Credit as provided in this Section 1.1(d)(ii), the L/C Issuer Obligations hereunder and shall be entitled to recover such amount on demand from such Revolving Lender together with interest at the Index Ratemade without any offset, abatement, withholding or reduction whatsoever.

Reimbursement. Borrower shall be irrevocably and unconditionally obligated forthwith without presentment, demand, protest or other formalities of any kind, to reimburse any L/C Issuer on demand in immediately available funds for any amounts paid by such L/C Issuer with respect to a Letter of Credit, including all reimbursement payments, reasonable feesFees, Charges, and reasonable costs and expenses paid by such L/C Issuer, without duplication of fees otherwise paid by Borrower. Borrower hereby authorizes and directs Agent, at Agent’s option, to debit Borrower’s account (by increasing the outstanding principal balance of the Revolving Credit Advances or Swing Line Advancesmade to Borrower) in the amount of any payment made by an L/C Issuer with respect to any Letter of Credit, and a notice of Revolving Credit Advance requesting an Index Rate Loan in such amount shall be deemed to have been timely given on such date. All amounts paid by an L/C Issuer with respect to any Letter of Credit that are not immediately repaid by Borrower on such Business Day with the proceeds of a Revolving Credit Advance, Swing Line Advance or otherwise shall bear interest payable upon on demand at the interest rate applicable to Revolving Loans Credit Advances which are Index Rate Loans plus, at the election of Agent or Requisite Revolving Lenders, an additional two percent (2.00%) per annum. Each Revolving Lender agrees to fund its Pro Rata Share of any Revolving Loan made pursuant to this Section 1.1(d)(ii2.1(c)(ii). In the event Agent elects not to debit Borrower’s account and Borrower fails to reimburse the L/C Issuer in full on the date of any payment in respect of a Letter of Credit, Agent shall promptly notify each Revolving Lender of the amount of such unreimbursed payment and the accrued interest thereon and each Revolving Lender, on the next Business Day prior to 3:00 2:00 p.m. (New York Chicago time), shall deliver to Agent an amount equal to its Pro Rata Share thereof in same day funds. Each Revolving Lender hereby absolutely and unconditionally agrees to pay to the L/C Issuer upon demand by the L/C Issuer such Revolving Lender’s Pro Rata Share of each payment made by the L/C Issuer in respect of a Letter of Credit and not immediately reimbursed within one (1) Business Day by Borrower or satisfied through a debit of Borrower’s account. Each Revolving Lender acknowledges and agrees that its obligations pursuant to this subsection in respect of Letters of Credit are absolute and unconditional and shall not be affected by any circumstance whatsoever, including setoff, counterclaim, the occurrence and continuance of a Default or an Event of Default or any failure by Borrower to satisfy any of the conditions set forth in Section 7.23.2. If any Revolving Lender fails to make available to the L/C Issuer the amount of such Revolving Lender’s Pro Rata Share of any payments made by the L/C Issuer in respect of a Letter of Credit as provided in this Section 1.1(d)(ii2.1(c)(ii), the L/C Issuer shall be entitled to recover such amount on demand from such Revolving Lender together with interest at the Index Rate.

Reimbursement. Borrower shall be irrevocably and unconditionally obligated forthwith without presentment, demand, protest or other formalities In the event of any kind, to reimburse drawing under any L/C Issuer on demand in immediately available funds for any amounts paid by such L/C Issuer with respect to a Letter of Credit, including all reimbursement payments, reasonable fees, Charges, the applicable Issuing Lender will promptly notify the Borrower and reasonable costs and expenses paid by such L/C Issuerthe Administrative Agent. The Borrower hereby authorizes and directs Agent, at Agent’s option, to debit Borrower’s account (by increasing shall reimburse the outstanding principal balance applicable Issuing Lender on the day of the Revolving Credit Advances or Swing Line Advances) in the amount of any payment made by an L/C Issuer with respect to any Letter of Credit. All amounts paid by an L/C Issuer with respect to drawing under any Letter of Credit that are not repaid issued by such Issuing Lender in (x) the applicable Foreign Currency of the relevant Letter of Credit with respect to which the drawing was made to the extent directly reimbursed by the Borrower on such Business Day or (y) in Dollars to the extent funded with the proceeds of a Revolving Credit Advance, Swing Line Advance Loan obtained hereunder or otherwise and, in each case, in same day funds as provided herein or in the LOC Documents. If the Borrower shall fail to reimburse an Issuing Lender as provided herein, the unreimbursed amount of such drawing shall bear interest payable upon demand at a per annum rate equal to the interest rate applicable to Revolving Loans which are Index Alternate Base Rate Loans plus, at plus the election of Requisite Revolving Lenders, an additional Applicable Percentage plus two percent (2.002%). 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 Revolving Loan borrowing comprised entirely of Alternate Base Rate Loans in the amount of the drawing as provided in subsection (e) per annumhereof, the proceeds of which will be used to satisfy the reimbursement obligations. Each Revolving Lender agrees to fund its Pro Rata Share The Borrower’s reimbursement obligations hereunder shall be absolute and unconditional under all circumstances irrespective of any Revolving Loan made pursuant rights of set-off, counterclaim or defense to this Section 1.1(d)(ii). In payment the event Agent elects not Borrower may claim or have against any Issuing Lender, 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 debit Borrower’s account and Borrower fails to reimburse receive consideration or the L/C Issuer in full on legality, validity, regularity or unenforceability of the date of any payment in respect of a Letter of Credit, Agent shall . Each Issuing Lender will promptly notify each Revolving Lender the Lenders of the amount of any unreimbursed drawing in respect of any Letter of Credit issued by such unreimbursed payment and the accrued interest thereon Issuing Lender and each Revolving Lender, on the next Business Day prior to 3:00 p.m. (New York time), Lender shall deliver to Agent an amount equal to its Pro Rata Share thereof in same day funds. Each Revolving Lender hereby absolutely and unconditionally agrees to promptly pay to the L/C Issuer upon demand by Administrative Agent for the L/C Issuer account of such Revolving Issuing Lender in Dollars and in immediately available funds, the amount of such Lender’s Pro Rata Share LOC Commitment Percentage of each such unreimbursed drawing. Such payment shall be made on the day such notice is received by such Lender from 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 L/C Issuer Business Day next succeeding the day such notice is received. If such Lender does not pay such amount to such Issuing Lender in respect full upon such request, such 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 Lender pays such amount to such Issuing Lender in full at a Letter rate per annum equal to, if paid within two (2) Business Days of Credit the date of drawing, the Federal Funds Rate and not immediately reimbursed by Borrower or satisfied through thereafter at a debit of Borrower’s accountrate equal to the Alternate Base Rate. Each Revolving Lender’s obligation to make such payment to an Issuing Lender, and the right of an Issuing Lender acknowledges and agrees that its obligations pursuant to this subsection in respect of Letters of Credit are receive the same, shall be absolute and unconditional and unconditional, shall not be affected by any circumstance whatsoever, including setoff, counterclaimwhatsoever and without regard to the termination of this Credit Agreement or the Commitments hereunder, the occurrence and continuance existence of a Default or an Event of Default or any failure by Borrower to satisfy any the acceleration of the conditions set forth in Section 7.2. If any Revolving Lender fails to make available to the L/C Issuer the amount of such Revolving Lender’s Pro Rata Share of any payments made by the L/C Issuer in respect of a Letter of Credit as provided in this Section 1.1(d)(ii), the L/C Issuer Party Obligations hereunder and shall be entitled to recover such amount on demand from such Revolving Lender together with interest at the Index Ratemade without any offset, abatement, withholding or reduction whatsoever.

Reimbursement. Borrower Borrowers shall be irrevocably and unconditionally obligated forthwith without presentment, demand, protest or other formalities of any kindkind (including for purposes of Section 10), to reimburse any L/C Issuer on demand in immediately available funds for any amounts paid by such L/C Issuer with respect to a Letter of Credit, including all reimbursement payments, reasonable feesFees, Charges, and reasonable costs and expenses paid by such L/C Issuer. Borrower Borrowers hereby authorizes authorize and directs direct Agent, at Agent’s 's option, to debit Borrower’s Borrowers' account (by increasing the outstanding principal balance of the Revolving Credit Advances or Swing Line Advances) in the amount of any payment made by an L/C Issuer with respect to any Letter of Credit. All amounts paid by an L/C Issuer with respect to any Letter of Credit that are not immediately repaid by Borrower on such Business Day Borrowers with the proceeds of a Revolving Credit Advance, Swing Line Advance or otherwise shall bear interest payable upon demand at the interest rate applicable to Revolving Loans which are Index Rate Loans plus, at the election of Agent or Requisite Revolving Lenders, an additional two percent (2.00%) per annum. Each Revolving Lender agrees to fund its Pro Rata Share of any Revolving Loan made pursuant to this Section 1.1(d)(ii). In the event Agent elects not to debit Borrower’s Borrowers' account and Borrower fails Borrowers fail to reimburse the L/C Issuer in full on the date of any payment in respect of a Letter of Credit, Agent shall promptly notify each Revolving Lender of the amount of such unreimbursed payment and the accrued interest thereon and each Revolving Lender, on the next Business Day prior to 3:00 p.m. (New York time), shall deliver to Agent an amount equal to its Pro Rata Share thereof in same day funds. Each Revolving Lender hereby absolutely and unconditionally agrees to pay to the L/C Issuer upon demand by the L/C Issuer such Revolving Lender’s 's Pro Rata Share of each payment made by the L/C Issuer in respect of a Letter of Credit and not immediately reimbursed by Borrower Borrowers or satisfied through a debit of Borrower’s Borrowers' account. Each Revolving Lender acknowledges and agrees that its obligations pursuant to this subsection in respect of Letters of Credit are absolute and unconditional and shall not be affected by any circumstance whatsoever, including setoff, counterclaim, the occurrence and continuance of a Default or an Event of Default or any failure by Borrower Borrowers to satisfy any of the conditions set forth in Section 7.2. If any Revolving Lender fails to make available to the L/C Issuer the amount of such Revolving Lender’s 's Pro Rata Share of any payments made by the L/C Issuer in respect of a Letter of Credit as provided in this Section 1.1(d)(ii), the L/C Issuer shall be entitled to recover such amount on demand from such Revolving Lender together with interest at the Index Rate.

Reimbursement. Borrower shall be irrevocably and unconditionally obligated forthwith without presentment, demand, protest or other formalities In the event of any kind, to reimburse drawing under any L/C Issuer on demand in immediately available funds for any amounts paid by such L/C Issuer with respect to a Letter of Credit, including all reimbursement payments, reasonable fees, Charges, the Issuing Lender will promptly notify the Borrower and reasonable costs and expenses paid by such L/C Issuerthe Administrative Agent. The Borrower hereby authorizes and directs Agent, at Agent’s option, to debit Borrower’s account (by increasing shall reimburse the outstanding principal balance Issuing Lender on the day of the Revolving Credit Advances or Swing Line Advances) in the amount of any payment made by an L/C Issuer with respect to any Letter of Credit. All amounts paid by an L/C Issuer with respect to drawing under any Letter of Credit that are not repaid by Borrower on such Business Day (with the proceeds of a Swingline Loan or a Revolving Credit AdvanceLoan 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 herein, Swing Line Advance or otherwise the unreimbursed amount of such drawing shall bear interest payable upon demand at a rate equal to the interest rate applicable Default Rate. Unless the Borrower shall immediately notify the Issuing Lender and the Administrative Agent of its intent to otherwise reimburse the Issuing Lender, the Borrower shall be deemed to have requested a Revolving Loans Loan in the amount of the drawing as provided in subsection (e) hereof, the proceeds of which are Index Rate Loans pluswill be used to satisfy the reimbursement obligations. 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), at the election Borrower’s reimbursement obligations hereunder shall be absolute and unconditional under all circumstances irrespective of Requisite Revolving any rights of set-off, counterclaim or defense to payment the Borrower may claim or have against the Issuing Lender, the Administrative Agent, the Lenders, an additional two percent (2.00%) per annum. Each Revolving Lender agrees 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 fund its Pro Rata Share receive consideration or the legality, validity, regularity or unenforceability of any Revolving Loan made pursuant to this Section 1.1(d)(ii). In the event Agent elects not to debit Borrower’s account and Borrower fails to reimburse the L/C Issuer in full on the date of any payment in respect of a Letter of Credit, Agent shall . The Issuing Lender will promptly notify each Revolving Lender the other Lenders of the amount of any unreimbursed drawing and each Lender shall promptly pay to the Administrative Agent for the account of the Issuing Lender in Dollars and in immediately available funds, the amount of such Lender’s LOC Commitment Percentage of such unreimbursed drawing. Such payment and the accrued interest thereon and each Revolving Lender, shall be made on the next Business Day prior to day such notice is received by such Lender from the Issuing Lender if such notice is received at or before 3:00 p.m. (New York Houston, Texas time), otherwise such payment shall deliver be made at or before 1:00 p.m. (Houston, Texas time) on the Business Day next succeeding the day such notice is received. If such Lender does not pay such amount to Agent an amount equal to its Pro Rata Share thereof the Issuing Lender in same day funds. Each Revolving full upon such request, such Lender hereby absolutely and unconditionally agrees to shall, on demand, pay to the L/C Issuer upon demand by Administrative Agent for the L/C Issuer account of the Issuing Lender interest on the unpaid amount during the period from the date of such Revolving drawing until such Lender pays such amount to 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 Lender’s Pro Rata Share obligation to make such payment to the Issuing Lender, and the right of each payment made by the L/C Issuer in respect of a Letter of Credit and not immediately reimbursed by Borrower or satisfied through a debit of Borrower’s account. Each Revolving Issuing Lender acknowledges and agrees that its obligations pursuant to this subsection in respect of Letters of Credit are receive the same, shall be absolute and unconditional and unconditional, shall not be affected by any circumstance whatsoever, including setoff, counterclaimwhatsoever and without regard to the termination of this Agreement or the Commitments hereunder, the occurrence and continuance existence of a Default or an Event of Default or any failure by Borrower to satisfy any the acceleration of the conditions set forth in Section 7.2. If any Revolving Lender fails to make available to the L/C Issuer the amount of such Revolving Lender’s Pro Rata Share of any payments made by the L/C Issuer in respect of a Letter of Credit as provided in this Section 1.1(d)(ii), the L/C Issuer Party Obligations hereunder and shall be entitled to recover such amount on demand from such Revolving Lender together with interest at the Index Ratemade without any offset, abatement, withholding or reduction whatsoever.

Reimbursement. Borrower shall be irrevocably and unconditionally obligated forthwith without presentment, demand, protest or other formalities In the event of any kind, to reimburse drawing under any L/C Issuer on demand in immediately available funds for any amounts paid by such L/C Issuer with respect to a Letter of Credit, including all reimbursement payments, reasonable fees, Charges, the Issuing Lender will promptly notify the Company and reasonable costs and expenses paid by such L/C Issuerthe Administrative Agent. Borrower hereby authorizes and directs Agent, at Agent’s option, to debit Borrower’s account (by increasing The Company shall reimburse the outstanding principal balance Issuing Lender on the day of the Revolving Credit Advances or Swing Line Advances) in the amount of any payment made by an L/C Issuer with respect to any Letter of Credit. All amounts paid by an L/C Issuer with respect to drawing under any Letter of Credit that are not repaid by Borrower if notified prior to 3:00 P.M. on such a Business Day or, if after 3:00 P.M., on the following Business Day (either with the proceeds of a Revolving Credit Advance, Swing Line Advance Loan obtained hereunder or otherwise otherwise) in same day funds as provided herein or in the LOC Documents. If the Company shall bear interest payable upon demand at the interest rate applicable to Revolving Loans which are Index Rate Loans plus, at the election of Requisite Revolving Lenders, an additional two percent (2.00%) per annum. Each Revolving Lender agrees to fund its Pro Rata Share of any Revolving Loan made pursuant to this Section 1.1(d)(ii). In the event Agent elects not to debit Borrower’s account and Borrower fails fail to reimburse the L/C Issuer Issuing 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 Company shall immediately notify the Issuing Lender and the Administrative Agent of its intent to otherwise reimburse the Issuing Lender, the Company shall be deemed to have requested a Mandatory LOC Borrowing in full on the date amount of the drawing as provided in subsection (e) hereof, the proceeds of which will be used to satisfy the Reimbursement Obligations. The Company’s Reimbursement Obligations hereunder shall be absolute and unconditional under all circumstances irrespective of any rights of set-off, counterclaim or defense to payment in respect the Company may claim or have against the Issuing Lender, the Administrative Agent, the Lenders, the beneficiary of a the Letter of Credit drawn upon or any other Person, including, without limitation, any defense based on any failure of the Company to receive consideration or the legality, validity, regularity or unenforceability of the Letter of Credit, . The Administrative Agent shall will promptly notify each the other Revolving Lender Lenders of the amount of such any unreimbursed payment and the accrued interest thereon drawing and each Revolving Lender, on the next Business Day prior to 3:00 p.m. (New York time), Lender shall deliver to Agent an amount equal to its Pro Rata Share thereof in same day funds. Each Revolving Lender hereby absolutely and unconditionally agrees to promptly pay to the L/C Issuer upon demand by Administrative Agent, for the L/C Issuer account of the Issuing Lender, in Dollars and in immediately available funds, the Dollar Equivalent of such Revolving Lender’s Pro Rata Share Revolving Commitment Percentage of each such unreimbursed drawing. Such payment shall be made at or before 12:00 P.M. on the Business Day next succeeding the Business Day notice is received by the L/C Issuer Revolving Lenders from the Administrative Agent. If such Revolving Lender does not pay such amount to the Administrative Agent for the account of the Issuing Lender in respect full upon such request, such Revolving Lender shall, on demand, pay to the Administrative Agent for the account of 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 the Administrative Agent for the account of the Issuing Lender in full at a Letter rate per annum equal to, if paid within two (2) Business Days of Credit the date of drawing, the Federal Funds Effective Rate and not immediately reimbursed by Borrower or satisfied through thereafter at a debit of Borrower’s accountrate equal to the Alternate Base Rate. Each Revolving Lender’s obligation to make such payment to the Issuing Lender, and the right of the Issuing Lender acknowledges and agrees that its obligations pursuant to this subsection in respect of Letters of Credit are receive the same, shall be absolute and unconditional and unconditional, shall not be affected by any circumstance whatsoever, including setoff, counterclaimwhatsoever and without regard to the termination of this Agreement or the Commitments hereunder, the occurrence and continuance existence of a Default or an Event of Default or any failure by Borrower to satisfy any the acceleration of the conditions set forth in Section 7.2. If any Revolving Lender fails to make available to the L/C Issuer the amount of such Revolving Lender’s Pro Rata Share of any payments made by the L/C Issuer in respect of a Letter of Credit as provided in this Section 1.1(d)(ii), the L/C Issuer Obligations hereunder and shall be entitled to recover such amount on demand from such Revolving Lender together with interest at the Index Ratemade without any offset, abatement, withholding or reduction whatsoever.

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

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

Reimbursement. Borrower shall be irrevocably and unconditionally obligated forthwith without presentment, demand, protest or other formalities In the event of any kind, to reimburse drawing under any L/C Issuer on demand in immediately available funds for any amounts paid by such L/C Issuer with respect to a Letter of Credit, including all reimbursement paymentsthe Issuing Lender will promptly notify the Borrower. Unless the Borrower shall immediately notify the Issuing Lender of its intent to otherwise reimburse the Issuing Lender, reasonable fees, Charges, and reasonable costs and expenses paid by such L/C Issuer. the Borrower hereby authorizes and directs Agent, shall be deemed to have requested a Revolving Loan at Agent’s option, to debit Borrower’s account (by increasing the outstanding principal balance of the Revolving Credit Advances or Swing Line Advances) Adjusted Base Rate in the amount of any payment made by an L/C Issuer with respect the drawing as provided in subsection (e) hereof, the proceeds of which will be used to any Letter satisfy the reimbursement obligations. The Borrower shall reimburse the Issuing Lender on the day of Credit. All amounts paid by an L/C Issuer with respect to drawing under any Letter of Credit that are not repaid by Borrower on such Business Day either with the proceeds of a Revolving Credit Advance, Swing Line Advance 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 payable upon demand at a per annum rate equal to the interest rate applicable to Base Rate plus the Applicable Percentage for Base Rate Loans that are Revolving Loans which are Index Rate Loans plus, at the election of Requisite Revolving Lenders, an additional plus two percent (2.002%) per annum. Each Revolving Lender agrees to fund its Pro Rata Share of any Revolving Loan made pursuant to this Section 1.1(d)(ii). In The Borrower'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 event Agent elects not applicable account party or the Borrower may claim or have against the Issuing Lender, the Agents, 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 applicable account party, the Borrower or any other Credit Party to debit Borrower’s account and Borrower fails to reimburse receive consideration or the L/C Issuer in full on legality, validity, regularity or unenforceability of the date of any payment in respect of a Letter of Credit, Agent shall . The Issuing Lender will promptly notify each Revolving Lender the LOC Participants of the amount of such any unreimbursed payment and the accrued interest thereon drawing and each Revolving Lender, on the next Business Day prior to 3:00 p.m. (New York time), LOC Participant shall deliver to Agent an amount equal to its Pro Rata Share thereof in same day funds. Each Revolving Lender hereby absolutely and unconditionally agrees to promptly pay to the L/C Issuer Administrative Agent for the account of the Issuing Lender, in Dollars and in immediately available funds, the amount of such LOC Participant's Revolving Loan Commitment Percentage of such unreimbursed drawing. Such payment shall be made on the day such notice is received by such Lender from the 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 day such notice is received. If such LOC Participant does not pay such amount to the Issuing Lender in full upon demand by such request, such LOC Participant shall, on demand, pay to the L/C Issuer Administrative Agent for the account of the Issuing Lender interest on the unpaid amount during the period from the date the LOC Participant received the notice regarding the unreimbursed drawing until such Revolving Lender’s Pro Rata Share LOC Participant pays such amount to the Issuing Lender in full at a rate per annum equal to, if paid within two Business Days of each payment made by the L/C Issuer in respect date of drawing, the Federal Funds Rate and thereafter at a Letter of Credit and not immediately reimbursed by Borrower or satisfied through a debit of Borrower’s accountrate equal to the Base Rate. Each Revolving LOC Participant's obligation to make such payment to the Issuing Lender, and the right of the Issuing Lender acknowledges and agrees that its obligations pursuant to this subsection in respect of Letters of Credit are receive the same, shall be absolute and unconditional and unconditional, shall not be affected by any circumstance whatsoever, including setoff, counterclaimwhatsoever and without regard to the termination of this Credit Agreement or the Commitments hereunder, the occurrence and continuance existence of a Default or an Event of Default or any failure by Borrower to satisfy any the acceleration of the conditions set forth in Section 7.2obligations hereunder and shall be made without any offset, abatement, withholding or reduction whatsoever. If any Revolving Lender fails to make available Simultaneously with the making of each such payment by a LOC Participant to the L/C Issuer 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 Revolving payment constituting interest owing to the Issuing Lender’s Pro Rata Share ) in the related unreimbursed drawing portion of any payments made by the L/C Issuer 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 of a Letter of Credit as provided in this Section 1.1(d)(ii), the L/C Issuer shall be entitled to recover such amount on demand from such Revolving Lender together with interest at the Index Ratethereto.

Reimbursement. Borrower shall be irrevocably and unconditionally obligated forthwith without presentment, demand, protest or other formalities In the event of any kind, to reimburse drawing under any L/C Issuer on demand in immediately available funds for any amounts paid by such L/C Issuer with respect to a Letter of Credit, including all reimbursement paymentsthe Issuing Lender will promptly notify the Administrative Agent and the Company. Unless the Company shall immediately notify the Administrative Agent and the Issuing Lender that the Company intends to otherwise reimburse the Issuing Lender through the Administrative Agent for such drawing, reasonable fees, Charges, and reasonable costs and expenses paid by such L/C Issuer. Borrower hereby authorizes and directs Agent, at Agent’s option, the Company shall be deemed to debit Borrower’s account (by increasing have requested that the outstanding principal balance of the Lenders make Revolving Credit Advances or Swing Line Advances) in Loans totaling the amount of any payment made by an L/C Issuer with respect to any 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. All amounts paid by an L/C Issuer with respect The Company promises to reimburse the Issuing Lender on the Business Day of any drawing under any Letter of Credit that are not repaid by Borrower on such Business Day (either with the proceeds of a Revolving Credit Advance, Swing Line Advance Loan obtained hereunder or otherwise shall bear interest payable upon demand at the interest rate applicable to Revolving Loans which are Index Rate Loans plus, at the election of Requisite Revolving Lenders, an additional two percent (2.00%otherwise) per annum. Each Revolving Lender agrees to fund its Pro Rata Share of any Revolving Loan made pursuant to this Section 1.1(d)(ii). In the event Agent elects not to debit Borrower’s account and Borrower fails to reimburse the L/C Issuer in full on the date of any payment in respect of a Letter of Credit, Agent shall promptly notify each Revolving Lender of the amount of such unreimbursed payment and the accrued interest thereon and each Revolving Lender, on the next Business Day prior to 3:00 p.m. (New York time), shall deliver to Agent an amount equal to its Pro Rata Share thereof in same day funds. If the Company 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 ABR plus the Applicable Margin for ABR Loans that are Revolving Loans plus 2%. The Company's reimbursement obligations hereunder shall be absolute and unconditional under all circumstances irrespective of any rights of setoff, counterclaim or defense to payment the Company may claim or have against the Issuing Lender, 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 Company or any of its Consolidated Subsidiaries to receive consideration or the legality, validity, regularity or unenforceability of the Letter of Credit. The Issuing Lender will promptly notify the Administrative Agent of the amount of any unreimbursed drawing and the Administrative Agent shall promptly notify the Lenders of such amount of any unreimbursed drawing. Each Revolving Lender hereby absolutely and unconditionally agrees to shall promptly pay to the L/C Issuer upon demand by Administrative Agent for the L/C Issuer account of the Issuing Lender in immediately available funds, the amount of such Revolving Lender’s 's Pro Rata Share of each such unreimbursed drawing. Such payment shall be made on the day such notice is received by such Lender from the L/C Issuer Administrative Agent if such notice is received at or before 2:00 P.M. (New York, New York time); otherwise such payment shall be made at or before 12:00 Noon (New York, New York time) on the Business Day next succeeding the day such notice is received. If such Lender does not pay such amount to the Administrative Agent for the account of the Issuing Lender in respect full upon such request, such Lender shall, on demand, pay to the Administrative Agent for the account of the Issuing Lender interest on the unpaid amount during the period from the date of such drawing until such Lender pays such amount to the Administrative Agent for the account of the Issuing Lender in full at a Letter rate per annum equal to, if paid within two (2) Business Days of Credit the date that such Lender is required to make payments of such amount pursuant to the preceding sentence, the Federal Funds Effective Rate (as defined in the definition of "ABR") and not immediately reimbursed by Borrower or satisfied through thereafter at a debit of Borrower’s accountrate equal to the ABR. Each Revolving Lender's obligation to make such payment to the Administrative Agent for the benefit of the Issuing Lender, and the right of the Issuing Lender acknowledges and agrees that its obligations pursuant to this subsection in respect of Letters of Credit are receive the same, shall be absolute and unconditional and unconditional, shall not be affected by any circumstance whatsoever, including setoff, counterclaimwhatsoever and without regard to the termination of this Agreement or the Commitments hereunder, the occurrence and continuance existence of a Default or an Event of Default or any failure by Borrower to satisfy any the acceleration of the conditions set forth in Section 7.2obligations of the Company hereunder and shall be made without any offset, abatement, withholding or reduction whatsoever. If any Revolving Simultaneously with the making of each such payment by a Lender fails to make available to the L/C Issuer 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 Revolving payment constituting interest owing to the Issuing Lender’s Pro Rata Share ) in the related unreimbursed drawing portion of any payments made by the L/C Issuer LOC Obligation and in the interest thereon and in the related LOC Documents, and shall have a claim against the Company with respect of a Letter of Credit as provided in this Section 1.1(d)(ii), the L/C Issuer shall be entitled to recover such amount on demand from such Revolving Lender together with interest at the Index Ratethereto.

Reimbursement. Borrower shall be irrevocably and unconditionally obligated forthwith without presentment, demand, protest or other formalities In the event of any kind, to reimburse drawing under any L/C Issuer on demand in immediately available funds for any amounts paid by such L/C Issuer with respect to a Letter of Credit, including all reimbursement payments, reasonable fees, Charges, the Issuing Lender will promptly notify the Borrower and reasonable costs and expenses paid by such L/C Issuerthe Administrative Agent. The Borrower hereby authorizes and directs Agent, at Agent’s option, to debit Borrower’s account (by increasing shall reimburse the outstanding principal balance Issuing Lender on the day of the Revolving Credit Advances or Swing Line Advances) in the amount of any payment made by an L/C Issuer with respect to any Letter of Credit. All amounts paid by an L/C Issuer with respect to drawing under any Letter of Credit that are not repaid by Borrower on such Business Day (with the proceeds of a Revolving Credit AdvanceLoan 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 herein, Swing Line Advance or otherwise the unreimbursed amount of such drawing shall bear interest payable upon demand at a per annum rate equal to the interest rate applicable to Alternate Base Rate plus the Applicable Percentage for Revolving Loans which that are Index Alternate Base Rate Loans plus, at the election of Requisite Revolving Lenders, an additional plus two percent (2.002%). Unless the Borrower shall promptly notify the Issuing Lender and the Administrative Agent of its intent to otherwise reimburse the Issuing Lender, the Borrower shall be deemed to have requested a Revolving Loan in the amount of the drawing as provided in subsection (e) per annumhereof, the proceeds of which will be used to satisfy the reimbursement obligations. Each Revolving Lender agrees to fund its Pro Rata Share The Borrower’s reimbursement obligations hereunder shall be absolute and unconditional under all circumstances irrespective of any Revolving Loan made pursuant rights of set-off, counterclaim or defense to this Section 1.1(d)(ii). In payment the event Agent elects not Borrower may claim or have against the Issuing Lender, 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 debit Borrower’s account and Borrower fails to reimburse receive consideration or the L/C Issuer in full on legality, validity, regularity or unenforceability of the date of any payment in respect of a Letter of Credit, Agent shall . The Issuing Lender will promptly notify each the other Revolving Lender Lenders of the amount of such any unreimbursed payment and the accrued interest thereon drawing and each Revolving Lender, on the next Business Day prior to 3:00 p.m. (New York time), Lender shall deliver to Agent an amount equal to its Pro Rata Share thereof in same day funds. Each Revolving Lender hereby absolutely and unconditionally agrees to promptly pay to the L/C Issuer upon demand by Administrative Agent for the L/C Issuer account of the Issuing Lender in Dollars and in immediately available funds, the amount of such Revolving Lender’s Pro Rata Share Revolving Commitment Percentage of each such unreimbursed drawing. Such payment shall be made on the day such notice is received by such Revolving Lender from the L/C Issuer Issuing Lender if such notice is received at or before 2:00 P.M. (Charlotte, North Carolina time), otherwise such payment shall be made at or before 12:00 Noon (Charlotte, North Carolina time) on the next succeeding Business Day. If such Revolving Lender does not pay such amount to the Issuing Lender in respect full upon such request, such Revolving Lender shall, on demand, pay to the Administrative Agent for the account of 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 the Issuing Lender in full at a Letter rate per annum equal to, if paid within two (2) Business Days of Credit the date of drawing, the Federal Funds Effective Rate and not immediately reimbursed by Borrower or satisfied through thereafter at a debit of Borrower’s accountrate equal to the Alternate Base Rate. Each Revolving Lender’s obligation to make such payment to the Issuing Lender, and the right of the Issuing Lender acknowledges and agrees that its obligations pursuant to this subsection in respect of Letters of Credit are receive the same, shall be absolute and unconditional and unconditional, shall not be affected by any circumstance whatsoever, including setoff, counterclaimwhatsoever and without regard to the termination of this Agreement or the Commitments hereunder, the occurrence and continuance existence of a Default or an Event of Default or any failure by Borrower to satisfy any the acceleration of the conditions set forth in Section 7.2. If any Revolving Lender fails to make available to the L/C Issuer the amount of such Revolving Lender’s Pro Rata Share of any payments made by the L/C Issuer in respect of a Letter of Credit as provided in this Section 1.1(d)(ii), the L/C Issuer Party Obligations hereunder and shall be entitled to recover such amount on demand from such Revolving Lender together with interest at the Index Ratemade without any offset, abatement, withholding or reduction whatsoever.

Reimbursement. Borrower shall be irrevocably Landlord and unconditionally obligated forthwith without presentment, demand, protest or other formalities of any kindTenant further acknowledge that, to reimburse any L/C Issuer on demand in immediately available funds for any amounts paid by such L/C Issuer with respect induce Tenant to a Letter of Credit, including all reimbursement payments, reasonable fees, Chargesenter into this Lease, and reasonable costs and expenses paid by such L/C Issuer. Borrower hereby authorizes and directs Agent, at Agentin consideration of Tenant’s option, agreement to debit Borrower’s account (by increasing the outstanding principal balance perform all of the Revolving Credit Advances terms, covenants and conditions to be performed by Tenant under this Lease, as and when performance is due during the Term, Landlord may have agreed to (i) waive reimbursement from, or Swing Line Advances) in pay to, Tenant the amount of any the Landlord’s Contribution and/or (ii)) xxxxx the payment made by an L/C Issuer with respect Tenant of Rent or portions thereof during the period(s) specified herein, and/or (iii) other allowances paid to any Letter or on behalf of CreditTenant for moving expenses, lease buyouts, lease termination fees and similar inducements to lease the Premises (“Other Allowances”). All amounts paid by an L/C Issuer with respect to any Letter of Credit that are not repaid by Borrower on such Business Day with the proceeds of a Revolving Credit Advance, Swing Line Advance Landlord has or otherwise shall bear interest payable upon demand at the interest rate applicable to Revolving Loans which are Index Rate Loans plus, at the election of Requisite Revolving Lenders, an additional two percent (2.00%) per annum. Each Revolving Lender agrees to fund its Pro Rata Share of any Revolving Loan made pursuant will pay substantial real estate brokerage commissions relating to this Section 1.1(d)(iiLease (the “Commissions”). In the event Agent elects not to debit Borrower’s account and Borrower fails to reimburse the L/C Issuer in full on the date of any payment in respect of a Letter of Credit, Agent shall promptly notify each Revolving Lender of the amount of such unreimbursed payment and the accrued interest thereon and each Revolving Lender, on the next Business Day prior to 3:00 p.m. (New York time), shall deliver to Agent an amount equal to its Pro Rata Share thereof in same day funds. Each Revolving Lender hereby absolutely and unconditionally agrees to pay to the L/C Issuer upon demand by the L/C Issuer such Revolving Lender’s Pro Rata Share of each payment made by the L/C Issuer in respect of a Letter of Credit and not immediately reimbursed by Borrower or satisfied through a debit of Borrower’s account. Each Revolving Lender acknowledges and agrees that its obligations pursuant to this subsection in respect of Letters of Credit are absolute and unconditional and shall not be affected by any circumstance whatsoever, including setoff, counterclaim, Upon the occurrence and continuance of a Default or 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 to any failure by Borrower to satisfy any subsequent payments of Rent otherwise due under this Lease, each of the conditions set forth in Section 7.2. If any Revolving Lender fails foregoing agreements is deemed revoked retroactively and Tenant shall immediately pay to make available to Landlord without notice or demand by Landlord (all of which shall be amortized over the L/C Issuer Term of this Lease): (A) the amount of such Revolving Lender’s Pro Rata Share unamortized cost of any and all payments made 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 Tenant as an inducement to lease the Premises. The unamortized cost is calculated by amortizing the aggregate cost incurred or paid by Landlord for the abated Rent, Landlord’s Contribution, Commissions and Other Allowances over the number of months of the Term during which Tenant is required to pay Base Rent on a monthly basis and multi plying the monthly amortized cost by the L/C Issuer number of months remaining in respect the Term after an Event of Default. Landlord may, or, at Tenant’s request, shall, after the occurrence of an Event of Default, forward a Letter statement to Tenant setting forth the unamortized cost of Credit as provided the abated Rent, Landlord’s Contribution, Other Allowances and Commissions incurred by Landlord payable in accordance with this Section 1.1(d)(ii23.2(g), but the L/C Issuer failure to deliver the statement shall not be deemed to be a waiver of the 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 recover such collect any reimbursements hereunder in an amount on demand which is in excess of one hundred percent (100%) of the Rent due from such Revolving Lender together with interest at the Index RateTenant to Landlord under this Lease.

Reimbursement. Borrower (a) During the Term, Mediaco shall be irrevocably and unconditionally obligated forthwith without presentment, demand, protest or other formalities of any kind, to promptly reimburse any L/C Issuer on demand in immediately available funds Emmis for any amounts paid by such L/C Issuer with respect to a Letter of Credit, including all reimbursement payments, reasonable fees, Charges, and reasonable costs and expenses paid by such L/C Issuer. Borrower hereby authorizes and directs Agent, at Agent’s option, expense directly attributable to debit Borrower’s account (by increasing the outstanding principal balance Leased Employees for their performance of the Revolving Credit Advances or Swing Line Advances) Services in the amount of any payment made by an L/C Issuer with respect to any Letter of Credit. All amounts paid by an L/C Issuer with respect to any Letter of Credit that are not repaid by Borrower on such Business Day with the proceeds of a Revolving Credit Advance, Swing Line Advance or otherwise shall bear interest payable upon demand at the interest rate applicable to Revolving Loans which are Index Rate Loans plus, at the election of Requisite Revolving Lenders, an additional two percent (2.00%) per annum. Each Revolving Lender agrees to fund its Pro Rata Share of any Revolving Loan made pursuant to this Section 1.1(d)(ii). In the event Agent elects not to debit Borrower’s account and Borrower fails to reimburse the L/C Issuer in full on the date of any payment in respect of a Letter of Credit, Agent shall promptly notify each Revolving Lender of the amount of such unreimbursed payment and the accrued interest thereon and each Revolving Lender, on the next Business Day prior to 3:00 p.m. (New York time), shall deliver to Agent an amount equal to its Pro Rata Share thereof Emmis’ actual out-of-pocket cost incurred in same day funds. Each Revolving Lender hereby absolutely 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 unconditionally agrees 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 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 pay 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 L/C Issuer upon demand conduct of employees of Emmis or any 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 L/C Issuer such Revolving Lender’s Pro Rata Share extent practicable. For the avoidance of each payment made by the L/C Issuer in respect of a Letter of Credit and not immediately reimbursed by Borrower or satisfied through a debit of Borrower’s account. Each Revolving Lender acknowledges and agrees that its obligations pursuant to this subsection in respect of Letters of Credit are absolute and unconditional and doubt, Emmis shall not be affected 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 circumstance whatsoeverpayments or benefits triggered by or otherwise relating to the transactions contemplated by this Agreement, the Management Agreement or the Contribution Agreement, including setoffwithout limitation the vesting, counterclaimfunding, the occurrence or settlement of any equity or equity-based compensation and continuance of a Default or an Event of Default or any failure by Borrower to satisfy any bonus paid in connection with this transaction, including such items referenced in Section 5.21(j) of the conditions set forth Contribution Agreement or (iv) any reimbursement for any withdrawal liability incurred or triggered by Emmis or its ERISA Affiliates (as defined in the Contribution Agreement) under ERISA (as defined in the Contribution Agreement) including any contingent or secondary withdrawal liability to any “multiemployer plan” (as defined in Section 7.2. If any Revolving Lender fails to make available to the L/C Issuer the amount 3(37) of such Revolving Lender’s Pro Rata Share of any payments made by the L/C Issuer in respect of ERISA) (a Letter of Credit as provided in this Section 1.1(d)(ii“Multiemployer Plan”), the L/C Issuer but shall be entitled to recover such amount on demand from such Revolving Lender together reimbursement for any out-of-pocket costs incurred by Emmis with interest at respect to Leased Employees that are incremental to the Index Ratecosts 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).

Reimbursement. Borrower shall be irrevocably and unconditionally obligated forthwith without presentment, demand, protest or other formalities In the event of any kind, to reimburse drawing under any L/C Issuer on demand in immediately available funds for any amounts paid by such L/C Issuer with respect to a Letter of Credit, including all reimbursement payments, reasonable fees, Charges, the Issuing Lender will promptly notify the Borrower and reasonable costs and expenses paid by such L/C Issuerthe Administrative Agent. The Borrower hereby authorizes and directs Agent, at Agent’s option, to debit Borrower’s account (by increasing shall reimburse the outstanding principal balance Issuing Lender on the day of the Revolving Credit Advances or Swing Line Advances) in the amount of any payment made by an L/C Issuer with respect to any Letter of Credit. All amounts paid by an L/C Issuer with respect to drawing under any Letter of Credit that are not repaid by Borrower if notified prior to 1:00 P.M. on such a Business Day or, if after 1:00 P.M., on the following Business Day (either with the proceeds of a Revolving Credit Advance, Swing Line Advance Loan obtained hereunder or otherwise otherwise) in same day funds as provided herein or in the LOC Documents. If the Borrower shall bear interest payable upon demand at the interest rate applicable to Revolving Loans which are Index Rate Loans plus, at the election of Requisite Revolving Lenders, an additional two percent (2.00%) per annum. Each Revolving Lender agrees to fund its Pro Rata Share of any Revolving Loan made pursuant to this Section 1.1(d)(ii). In the event Agent elects not to debit Borrower’s account and Borrower fails fail to reimburse the L/C Issuer Issuing 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 Issuing Lender and the Administrative Agent of its intent to otherwise reimburse the Issuing Lender, the Borrower shall be deemed to have requested a Mandatory LOC Borrowing in full on the date 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 in respect the Borrower may claim or have against the Issuing Lender, the Administrative Agent, the Lenders, the beneficiary of a 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, . The Administrative Agent shall will promptly notify each the other Revolving Lender Lenders of the amount of such any unreimbursed payment and the accrued interest thereon drawing and each Revolving Lender, on the next Business Day prior to 3:00 p.m. (New York time), Lender shall deliver to Agent an amount equal to its Pro Rata Share thereof in same day funds. Each Revolving Lender hereby absolutely and unconditionally agrees to promptly pay to the L/C Issuer upon demand by Administrative Agent for the L/C Issuer such Revolving Lender’s Pro Rata Share of each payment made by the L/C Issuer in respect of a Letter of Credit and not immediately reimbursed by Borrower or satisfied through a debit of Borrower’s account. Each Revolving Lender acknowledges and agrees that its obligations pursuant to this subsection in respect of Letters of Credit are absolute and unconditional and shall not be affected by any circumstance whatsoever, including setoff, counterclaim, the occurrence and continuance of a Default or an Event of Default or any failure by Borrower to satisfy any account of the conditions set forth Issuing Lender, in Section 7.2. If any Revolving Lender fails to make Dollars and in immediately available to the L/C Issuer funds, the amount of such Revolving Lender’s Pro Rata Share of any payments made by the L/C Issuer in respect of a Letter of Credit as provided in this Section 1.1(d)(ii), the L/C Issuer such unreimbursed drawing. Such payment shall be entitled to recover made on the Business Day such amount on demand from notice is received by such Revolving Lender together with from the 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 day such notice is received. If such Revolving Lender does not pay such amount to the 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 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 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 Index 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 Lender, and the right of the Issuing 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. Borrower shall be irrevocably and unconditionally obligated forthwith without presentment, demand, protest or other formalities In the event of any kind, to reimburse drawing under any L/C Issuer on demand in immediately available funds for any amounts paid by such L/C Issuer with respect to a Letter of Credit, including all reimbursement paymentsthe applicable Issuing Lender will promptly notify the Borrower and the Agent. Unless the Borrower shall immediately notify such Issuing Lender that the Borrower intends to otherwise reimburse such Issuing Lender for such drawing, reasonable fees, Charges, and reasonable costs and expenses paid by such L/C Issuer. the Borrower hereby authorizes and directs Agent, at Agent’s option, shall be deemed to debit Borrower’s account (by increasing have requested that the outstanding principal balance of the Lenders make a Revolving Credit Advances or Swing Line Advances) Loan in the amount of any payment made by an L/C Issuer with respect to any 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. All amounts paid by an L/C Issuer with respect The Borrower promises to reimburse the applicable Issuing Lender on the day of drawing under any Letter of Credit that are not repaid by Borrower on such Business Day (either with the proceeds of a Revolving Credit Advance, Swing Line Advance Loan obtained hereunder or otherwise shall bear interest payable upon demand at the interest rate applicable to Revolving Loans which are Index Rate Loans plus, at the election of Requisite Revolving Lenders, an additional two percent (2.00%otherwise) per annum. Each Revolving Lender agrees to fund its Pro Rata Share of any Revolving Loan made pursuant to this Section 1.1(d)(ii). In the event Agent elects not to debit Borrower’s account and Borrower fails to reimburse the L/C Issuer in full on the date of any payment in respect of a Letter of Credit, Agent shall promptly notify each Revolving Lender of the amount of such unreimbursed payment and the accrued interest thereon and each Revolving Lender, on the next Business Day prior to 3:00 p.m. (New York time), shall deliver to Agent an amount equal to its Pro Rata Share thereof in same day funds. Each Revolving If the Borrower shall fail to reimburse the applicable Issuing Lender hereby absolutely as provided hereinabove, the Borrower promises to pay such Issuing Lender interest on the unreimbursed amount of such drawing (the “Unreimbursed Amount”) on demand at a per annum rate equal to the Default Rate. The Borrower’s reimbursement obligations hereunder shall be absolute and unconditionally agrees unconditional under all circumstances irrespective of any rights of setoff, counterclaim or defense to payment the Borrower may claim or have against the applicable Issuing Lender, the 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. The Agent will promptly notify the other Lenders of the amount of any Unreimbursed Amount and each Lender shall promptly pay to the L/C Issuer upon demand by Agent for the L/C Issuer account of the applicable Issuing Lender in Dollars and in immediately available funds, the amount of such Revolving Lender’s Pro Rata Share pro rata share of each such Unreimbursed Amount. Such payment shall be made on the day such notice is received by such Lender from the L/C Issuer Agent if such notice is received at or before 2:00 P.M. (Charlotte, North Carolina time) otherwise such payment shall be made at or before 12:00 Noon (Charlotte, North Carolina time) on the Business Day next succeeding the day such notice is received. If such Lender does not pay such amount to the applicable Issuing Lender in respect full upon such request, such Lender shall, on demand, pay to the Agent for the account of such Issuing Lender interest on the unpaid amount during the period from the date of such drawing until such Lender pays such amount to such Issuing Lender in full at a Letter rate per annum equal to, if paid within two (2) Business Days of Credit the date that such Lender is required to make payments of such amount pursuant to the preceding sentence, the Federal Funds Rate and not immediately reimbursed by Borrower or satisfied through thereafter at a debit of Borrower’s accountrate equal to the Base Rate. Each Revolving Lender’s obligation to make such payment to the applicable Issuing Lender, and the right of such Issuing Lender acknowledges and agrees that its obligations pursuant to this subsection in respect of Letters of Credit are receive the same, shall be absolute and unconditional and unconditional, shall not be affected by any circumstance whatsoever, including setoff, counterclaimwhatsoever and without regard to the termination of this Credit Agreement or the Commitments hereunder, the occurrence and continuance existence of a Default or an Event of Default or any failure by Borrower to satisfy any the acceleration of the conditions set forth in Section 7.2obligations of the Borrower hereunder and shall be made without any offset, abatement, withholding or reduction whatsoever. If any Revolving Simultaneously with the making of each such payment by a Lender fails to make available to the L/C Issuer applicable Issuing Lender, such Lender shall, automatically and without any further action on the amount part of such Revolving Issuing Lender or such Lender’s Pro Rata Share , acquire a Participation Interest in an amount equal to such payment (excluding the portion of any payments made by such payment constituting interest owing to such Issuing Lender) in the L/C Issuer 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 of a Letter of Credit as provided in this Section 1.1(d)(ii), the L/C Issuer shall be entitled to recover such amount on demand from such Revolving Lender together with interest at the Index Ratethereto.

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

Reimbursement. Borrower shall be irrevocably and unconditionally obligated forthwith without presentment, demand, protest or other formalities In the event of any kind, to reimburse drawing under any L/C Issuer on demand in immediately available funds for any amounts paid by such L/C Issuer with respect to a Letter of Credit, including all reimbursement payments, reasonable fees, Charges, the applicable Issuing Lender will promptly notify the Company and reasonable costs the Administrative Agent. The Company and expenses paid by such L/C Issuer. the applicable Borrower hereby authorizes and directs Agent, at Agent’s option, to debit Borrower’s account (by increasing shall reimburse the outstanding principal balance applicable Issuing Lender on the day of the Revolving Credit Advances or Swing Line Advances) in the amount of any payment made by an L/C Issuer with respect to any Letter of Credit. All amounts paid by an L/C Issuer with respect to drawing under any Letter of Credit that are not repaid by Borrower if notified prior to 3:00 p.m. on such 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 (x) in the case of Letters of Credit Advancedenominated in Dollars, Swing Line Advance Euros or otherwise British Pounds Sterling, in the currency in which such Letter of Credit is denominated as provided herein or in the LOC Documents 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 bear interest payable upon demand at the interest rate applicable to Revolving Loans which are Index Rate Loans plus, at the election of Requisite Revolving Lenders, an additional two percent (2.00%) per annum. Each Revolving Lender agrees to fund its Pro Rata Share of any Revolving Loan made pursuant to this Section 1.1(d)(ii). In the event Agent elects not to debit Borrower’s account and Borrower fails fail to reimburse the L/C Issuer applicable Issuing 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 Company shall promptly notify the applicable Issuing Lender and the Administrative Agent of its intent to otherwise reimburse the applicable Issuing Lender, the applicable Borrower shall be deemed to have requested a Mandatory LOC Borrowing in full on the date amount of the drawing as provided in subsection (e) hereof, the proceeds of which will be used to satisfy the Reimbursement Obligations. 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 in respect such Borrower may claim or have against the Issuing Lenders, the Administrative Agent, the Lenders, the beneficiary of a the Letter of Credit drawn upon or any other Person, including, without limitation, any defense based on any failure of such Borrower to receive consideration or the legality, validity, regularity or unenforceability of the Letter of Credit, . The Administrative Agent shall will promptly notify each the other Revolving Lender Lenders of the amount of such any unreimbursed payment and the accrued interest thereon drawing and each Revolving Lender, on the next Business Day prior to 3:00 p.m. (New York time), Lender shall deliver to Agent an amount equal to its Pro Rata Share thereof in same day funds. Each Revolving Lender hereby absolutely and unconditionally agrees to promptly pay to the L/C Issuer upon demand by Administrative Agent, for the L/C Issuer account of the applicable Issuing Lender, in immediately available funds, the amount of such Revolving Lender’s Pro Rata Share Revolving Commitment Percentage of each such unreimbursed drawing in Dollars based on the Dollar Equivalent (provided that, such Dollar Equivalent will be determined in consultation with the applicable Issuing Lender) of such drawing as of such date. Such payment shall be made at or before 12:00 Noon on the Business Day next succeeding the Business Day notice is received by the L/C Issuer 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 respect full upon such request, such Revolving Lender shall, on demand, pay to the Administrative Agent for the account of 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 the applicable Issuing Lender in full at a Letter rate per annum equal to, if paid within two (2) Business Days of Credit the date of drawing, the Federal Funds Effective Rate and not immediately reimbursed by Borrower or satisfied through thereafter at a debit of Borrower’s accountrate equal to the Alternate Base Rate. Each Revolving Lender acknowledges Lender’s obligation to make such payment to the Issuing Lenders, and agrees that its obligations pursuant the right of the Issuing Lenders to this subsection in respect of Letters of Credit are receive the same, shall be absolute and unconditional and unconditional, shall not be affected by any circumstance whatsoever, including setoff, counterclaimwhatsoever and without regard to the termination of this Agreement or the Commitments hereunder, the occurrence and continuance existence of a Default or an Event of Default or any failure by Borrower to satisfy any the acceleration of the conditions set forth in Section 7.2. If any Revolving Lender fails to make available to the L/C Issuer the amount of such Revolving Lender’s Pro Rata Share of any payments made by the L/C Issuer in respect of a Letter of Credit as provided in this Section 1.1(d)(ii), the L/C Issuer Obligations hereunder and shall be entitled to recover such amount on demand from such Revolving Lender together with interest at the Index Ratemade without any offset, abatement, withholding or reduction whatsoever.

Reimbursement. Borrower shall be irrevocably and unconditionally obligated forthwith without presentment, demand, protest or other formalities In the event of any kind, to reimburse request for a drawing or any L/C Issuer on demand in immediately available funds for drawing under any amounts paid by such L/C Issuer with respect to a Letter of Credit, including all reimbursement paymentsthe applicable Issuing Lender will promptly notify the Borrower as to the amount to be paid as a result of such drawing and the date such payment is to be made by the applicable Issuing Lender (the “Payment Date”). If the Commitments remain in effect on the Payment Date, reasonable feesthe Borrower shall, Chargesunless the Borrower otherwise instructs the Agent by not less than one Business Day’s prior notice, and reasonable costs and expenses paid by such L/C Issuer. Borrower hereby authorizes and directs Agent, be deemed to have requested a Revolving Loan at Agent’s option, to debit Borrower’s account (by increasing the outstanding principal balance of the Revolving Credit Advances or Swing Line Advances) Base Rate in the amount of any payment made by an L/C Issuer with respect the drawing as provided in subsection (e) hereof, the proceeds of which will be used to any Letter of Creditsatisfy the reimbursement obligations. All amounts paid by an L/C Issuer with respect to any Letter of Credit that are not repaid by The Borrower shall reimburse the applicable Issuing Lender on such Business Day the Payment Date either with the proceeds of a Revolving Credit Advance, Swing Line Advance 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 payable upon demand at a per annum rate equal to the interest rate applicable to Revolving Loans which are Index Base Rate Loans plus, at the election of Requisite Revolving Lenders, an additional plus two percent (2.002%) per annum. Each Revolving Lender agrees to fund its Pro Rata Share of any Revolving Loan made pursuant to this Section 1.1(d)(ii). In the event Agent elects not to debit The Borrower’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 and party or the Borrower fails may claim or have against the Issuing Lenders, the 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 applicable account party or the Borrower to reimburse receive consideration or the L/C Issuer in full on legality, validity, regularity or unenforceability of the date of any payment in respect of a Letter of Credit, Agent shall . The applicable Issuing Lender will promptly notify each Revolving Lender the Lenders of the amount of such any unreimbursed payment and the accrued interest thereon drawing and each Revolving Lender, on the next Business Day prior to 3:00 p.m. (New York time), Lender shall deliver to Agent an amount equal to its Pro Rata Share thereof in same day funds. Each Revolving Lender hereby absolutely and unconditionally agrees to promptly pay to the L/C Issuer upon demand by Agent for the L/C Issuer account of the applicable Issuing Lender, in Dollars and in immediately available funds, the amount of such Revolving Lender’s Pro Rata Share Commitment Percentage of each such unreimbursed drawing. Such payment shall be made on the day such notice is received by such Lender from the L/C Issuer 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 day such notice is received. If such Lender does not pay such amount to the applicable Issuing Lender in respect full upon such request, such Lender shall, on demand, pay to the Agent for the account of the applicable Issuing Lender interest on the unpaid amount during the period from the date the Lender received the notice regarding the unreimbursed drawing until such Lender pays such amount to the applicable Issuing Lender in full at a Letter rate per annum equal to, if paid within two Business Days of Credit the date of drawing, the Federal Funds Rate and not immediately reimbursed by Borrower or satisfied through thereafter at a debit of Borrower’s accountrate equal to the Base Rate. Each Revolving Lender’s obligation to make such payment to the applicable Issuing Lender, and the right of the applicable Issuing Lender acknowledges and agrees that its obligations pursuant to this subsection in respect of Letters of Credit are receive the same, shall be absolute and unconditional and unconditional, shall not be affected by any circumstance whatsoever, including setoff, counterclaimwhatsoever and without regard to the termination of this Credit Agreement or the Commitments hereunder, the occurrence and continuance existence of a Default or an Event of Default or any failure by Borrower to satisfy any the acceleration of the conditions set forth in Section 7.2obligations hereunder and shall be made without any offset, abatement, withholding or reduction whatsoever. If any Revolving Simultaneously with the making of each such payment by a Lender fails to make available to the L/C Issuer 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 Revolving payment constituting interest owing to the applicable Issuing Lender’s Pro Rata Share ) in the related unreimbursed drawing portion of any payments made by the L/C Issuer LOC Obligation and in the interest thereon and in the related LOC Documents, and shall have a claim against the Borrower with respect of a Letter of Credit as provided in this Section 1.1(d)(ii), the L/C Issuer shall be entitled to recover such amount on demand from such Revolving Lender together with interest at the Index Ratethereto.

Reimbursement. Borrower shall be irrevocably and unconditionally obligated forthwith without presentment, demand, protest or other formalities In the event of any kind, to reimburse drawing under any L/C Issuer on demand in immediately available funds for any amounts paid by such L/C Issuer with respect to a Letter of Credit, including all reimbursement paymentsthe Issuing Lender will promptly notify the Borrower. Unless the Borrower shall immediately notify the Issuing Lender of its intent to otherwise reimburse the Issuing Lender, reasonable fees, Charges, and reasonable costs and expenses paid by such L/C Issuer. the Borrower hereby authorizes and directs Agent, shall be deemed to have requested a Revolving Loan in Dollars at Agent’s option, to debit Borrower’s account (by increasing the outstanding principal balance of the Revolving Credit Advances or Swing Line Advances) Base Rate in the amount of any payment made by an L/C Issuer the drawing as provided in subsection (e) hereof, the proceeds of which will be used to satisfy the reimbursement 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 respect to any Letter of Credit. All amounts paid by an L/C Issuer with respect to the outstanding amount accruing interest at the Base Rate until reimbursed) under any Letter of Credit that are not repaid by Borrower on such Business Day either with the proceeds of a Revolving Credit Advance, Swing Line Advance 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 payable upon demand at a per annum rate equal to the interest rate applicable to Revolving Loans which are Index Base Rate Loans plus, at the election of Requisite Revolving Lenders, an additional plus two percent (2.002%) per annum. Each Revolving Lender agrees to fund its Pro Rata Share of any Revolving Loan made pursuant to this Section 1.1(d)(ii). In The Borrower'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 event Agent elects not applicable account party or the Borrower may claim or have against the Issuing Lender, the Agents, 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 applicable account party, the Borrower or any other Credit Party to debit Borrower’s account and Borrower fails to reimburse receive consideration or the L/C Issuer in full on legality, validity, regularity or unenforceability of the date of any payment in respect of a Letter of Credit, Agent shall . The Issuing Lender will promptly notify each Revolving Lender the LOC Participants of the amount of such any unreimbursed payment and the accrued interest thereon drawing and each Revolving Lender, on the next Business Day prior to 3:00 p.m. (New York time), LOC Participant shall deliver to Agent an amount equal to its Pro Rata Share thereof in same day funds. Each Revolving Lender hereby absolutely and unconditionally agrees to promptly pay to the L/C Issuer Administrative Agent for the account of the Issuing Lender, in Dollars and in immediately available funds, the amount of such LOC Participant's Revolving Loan Commitment Percentage of such unreimbursed drawing. Such payment shall be made on the day such notice is received by such Lender from the 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 day such notice is received. If such LOC Participant does not pay such amount to the Issuing Lender in full upon demand by such request, such LOC Participant shall, on demand, pay to the L/C Issuer Administrative Agent for the account of the Issuing Lender interest on the unpaid amount during the period from the date the LOC Participant received the notice regarding the unreimbursed drawing until such Revolving Lender’s Pro Rata Share LOC Participant pays such amount to the Issuing Lender in full at a rate per annum equal to, if paid within two Business Days of each payment made by the L/C Issuer in respect date of drawing, the Federal Funds Rate and thereafter at a Letter of Credit and not immediately reimbursed by Borrower or satisfied through a debit of Borrower’s accountrate equal to the Base Rate. Each Revolving LOC Participant's obligation to make such payment to the Issuing Lender, and the right of the Issuing Lender acknowledges and agrees that its obligations pursuant to this subsection in respect of Letters of Credit are receive the same, shall be absolute and unconditional and unconditional, shall not be affected by any circumstance whatsoever, including setoff, counterclaimwhatsoever and without regard to the termination of this Credit Agreement or the Commitments hereunder, the occurrence and continuance existence of a Default or an Event of Default or any failure by Borrower to satisfy any the acceleration of the conditions set forth in Section 7.2obligations hereunder and shall be made without any offset, abatement, withholding or reduction whatsoever. If any Revolving Lender fails to make available Simultaneously with the making of each such payment by a LOC Participant to the L/C Issuer 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 Revolving payment constituting interest owing to the Issuing Lender’s Pro Rata Share ) in the related unreimbursed drawn portion of any payments made by the L/C Issuer 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 of a Letter of Credit as provided in this Section 1.1(d)(iithereto (including the reimbursement obligation), the L/C Issuer shall be entitled to recover such amount on demand from such Revolving Lender together with interest at the Index Rate.

Reimbursement. Borrower shall be irrevocably and unconditionally obligated forthwith without presentment, demand, protest or other formalities In the event of any kind, to reimburse drawing under any L/C Issuer on demand in immediately available funds for any amounts paid by such L/C Issuer with respect to a Letter of Credit, including all reimbursement payments, reasonable fees, Charges, the Issuing Lender will promptly notify the Borrower and reasonable costs and expenses paid by such L/C Issuerthe Administrative Agent. The Borrower hereby authorizes and directs Agent, at Agent’s option, to debit Borrower’s account (by increasing shall reimburse the outstanding principal balance of Issuing Lender on or before the Revolving Credit Advances or Swing Line Advances) in Business Day immediately following the amount date on which it has received notice of any payment made by an L/C Issuer with respect to any Letter of Credit. All amounts paid by an L/C Issuer with respect to drawing under any Letter of Credit that are not repaid by Borrower on such Business Day (either with the proceeds of a Revolving Credit Advance, Swing Line Advance Loan obtained hereunder or otherwise otherwise) in same day funds as provided herein or in the LOC Documents. If the Borrower shall bear interest payable upon demand at the interest rate applicable to Revolving Loans which are Index Rate Loans plus, at the election of Requisite Revolving Lenders, an additional two percent (2.00%) per annum. Each Revolving Lender agrees to fund its Pro Rata Share of any Revolving Loan made pursuant to this Section 1.1(d)(ii). In the event Agent elects not to debit Borrower’s account and Borrower fails fail to reimburse the L/C Issuer Issuing 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 Rate subject to Section 2.8(b). Unless the Borrower shall promptly notify the Issuing Lender and the Administrative Agent of its intent to otherwise reimburse the Issuing Lender, the Borrower shall be deemed to have requested a Mandatory LOC Borrowing in full on the date 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 in respect the Borrower may claim or have against the Issuing Lender, the Administrative Agent, the Lenders, the beneficiary of a 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, . The Administrative Agent shall will promptly notify each the other Revolving Lender Lenders of the amount of such any unreimbursed payment and the accrued interest thereon drawing and each Revolving Lender, on the next Business Day prior to 3:00 p.m. (New York time), Lender shall deliver to Agent an amount equal to its Pro Rata Share thereof in same day funds. Each Revolving Lender hereby absolutely and unconditionally agrees to promptly pay to the L/C Issuer upon demand by Administrative Agent for the L/C Issuer account of the Issuing Lender, in Dollars and in immediately available funds, the amount of such Revolving Lender’s Pro Rata Share Revolving Commitment Percentage of each such unreimbursed drawing. Such payment shall be made on the Business Day such notice is received by such Revolving Lender from the L/C Issuer 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 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 Administrative Agent for the account of the Issuing Lender in respect full upon such request, such Revolving Lender shall, on demand, pay to the Administrative Agent for the account of 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 the Administrative Agent for the account of the Issuing Lender in full at a Letter rate per annum equal to, if paid within two (2) Business Days of Credit the date of drawing, the Federal Funds Effective Rate and not immediately reimbursed by Borrower or satisfied through thereafter at a debit of Borrower’s accountrate equal to the Alternate Base Rate. Each Revolving Lender’s obligation to make such payment to the Issuing Lender, and the right of the Issuing Lender acknowledges and agrees that its obligations pursuant to this subsection in respect of Letters of Credit are receive the same, shall be absolute and unconditional and unconditional, shall not be affected by any circumstance whatsoever, including setoff, counterclaimwhatsoever and without regard to the termination of this Agreement or the Commitments hereunder, the occurrence and continuance existence of a Default or an Event of Default or any failure by Borrower to satisfy any the acceleration of the conditions set forth in Section 7.2. If any Revolving Lender fails to make available to the L/C Issuer the amount of such Revolving Lender’s Pro Rata Share of any payments made by the L/C Issuer in respect of a Letter of Credit as provided in this Section 1.1(d)(ii), the L/C Issuer Obligations hereunder and shall be entitled to recover such amount on demand from such Revolving Lender together with interest at the Index Ratemade without any offset, abatement, withholding or reduction whatsoever.

Reimbursement. Borrower shall be irrevocably and unconditionally obligated forthwith without presentment, demand, protest or other formalities In the event of any kind, to reimburse drawing under any L/C Issuer on demand in immediately available funds for any amounts paid by such L/C Issuer with respect to a Letter of Credit, including all reimbursement payments, reasonable fees, Charges, the Issuing Lender will promptly notify the Borrower and reasonable costs and expenses paid by such L/C Issuerthe Administrative Agent. The Borrower hereby authorizes and directs Agent, at Agent’s option, to debit Borrower’s account (by increasing shall reimburse the outstanding principal balance Issuing Lender on the day of the Revolving Credit Advances or Swing Line Advances) in the amount of any payment made by an L/C Issuer with respect to any Letter of Credit. All amounts paid by an L/C Issuer with respect to drawing under any Letter of Credit that are not repaid by Borrower if notified prior to 3:00 P.M. on such a Business Day or, if after 3:00 P.M., on the following Business Day (either with the proceeds of a Revolving Credit AdvanceLoan 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 herein, Swing Line Advance or otherwise the unreimbursed amount of such drawing shall bear interest payable upon demand at a per annum rate equal to the interest rate applicable Default Rate. Unless the Borrower shall immediately notify the Issuing Lender and the Administrative Agent of its intent to Revolving Loans otherwise reimburse the Issuing Lender, the Borrower shall be deemed to have requested a Mandatory LOC Borrowing (as defined in Section 2.03(e)) in the amount of the drawing as provided in subsection (e) hereof, the proceeds of which are Index Rate Loans pluswill 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, at counterclaim or defense to payment the election of Requisite Revolving Borrower may claim or have against the Issuing Lender, the Administrative Agent, the Lenders, an additional two percent (2.00%) per annum. Each Revolving Lender agrees 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 fund its Pro Rata Share receive consideration or the legality, validity, regularity or unenforceability of any Revolving Loan made pursuant to this Section 1.1(d)(ii). In the event Agent elects not to debit Borrower’s account and Borrower fails to reimburse the L/C Issuer in full on the date of any payment in respect of a Letter of Credit, Agent shall . The Issuing Lender will promptly notify each the other Revolving Lender Lenders of the amount of such any unreimbursed payment and the accrued interest thereon drawing and each Revolving Lender, on the next Business Day prior to 3:00 p.m. (New York time), Lender shall deliver to Agent an amount equal to its Pro Rata Share thereof in same day funds. Each Revolving Lender hereby absolutely and unconditionally agrees to promptly pay to the L/C Issuer upon demand by Administrative Agent for the L/C Issuer account of the Issuing Lender, in Dollars and in immediately available funds, the amount of such Revolving Lender’s Pro Rata Share Commitment Percentage of each such unreimbursed drawing. Such payment shall be made on the Business Day such notice is received by such Revolving Lender from the L/C Issuer 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 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 Issuing Lender in respect full upon such request, such Revolving Lender shall, on demand, pay to the Administrative Agent for the account of 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 the Issuing Lender in full at a Letter rate per annum equal to, if paid within two (2) Business Days of Credit the date of drawing, the Federal Funds Effective Rate and not immediately reimbursed by Borrower or satisfied through thereafter at a debit of Borrower’s accountrate equal to the Alternate Base Rate. Each Revolving Lender’s obligation to make such payment to the Issuing Lender, and the right of the Issuing Lender acknowledges and agrees that its obligations pursuant to this subsection in respect of Letters of Credit are receive the same, shall be absolute and unconditional and unconditional, shall not be affected by any circumstance whatsoever, including setoff, counterclaimwhatsoever and without regard to the termination of this Agreement or the Commitments hereunder, the occurrence and continuance existence of a Default or an Event of Default or any failure by Borrower to satisfy any the acceleration of the conditions set forth in Section 7.2. If any Revolving Lender fails to make available to the L/C Issuer the amount of such Revolving Lender’s Pro Rata Share of any payments made by the L/C Issuer in respect of a Letter of Credit as provided in this Section 1.1(d)(ii), the L/C Issuer Obligations hereunder and shall be entitled to recover such amount on demand from such Revolving Lender together with interest at the Index Ratemade without any offset, abatement, withholding or reduction whatsoever.

Reimbursement. Borrower shall be irrevocably and unconditionally obligated forthwith without presentment, demand, protest or other formalities In the event of any kind, to reimburse drawing under any L/C Issuer on demand in immediately available funds for any amounts paid by such L/C Issuer with respect to a Letter of Credit, including the applicable Issuing Lender will promptly notify the applicable Borrower and the Administrative Agent. The applicable Borrower 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 either in same day funds in the same Agreed Currency as the related drawing or with a Committed Advance in Dollars in the Dollar Amount of such drawing. Unless such Borrower shall promptly notify the Administrative Agent and the applicable Issuing Lender that such Borrower intends to otherwise reimburse such Issuing Lender for such drawing, such Borrower shall be deemed to have requested that the Lenders make a Committed Advance in Dollars in the Dollar 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. Each Borrower’s reimbursement obligations hereunder shall be absolute and unconditional under all reimbursement paymentscircumstances irrespective of any rights of setoff, reasonable feescounterclaim or defense to payment such Borrower may claim or have against any Issuing Lender, Charges, and reasonable costs and expenses paid by such L/C Issuer. Borrower hereby authorizes and directs the Administrative Agent, at Agent’s optionthe Lenders, to debit Borrower’s account (by increasing the outstanding principal balance beneficiary of the Revolving Letter of Credit Advances drawn upon or Swing Line Advances) any other Person, including without limitation any defense based on any failure of 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 Lenders of the amount of any unreimbursed drawing and each Lender shall promptly pay to the Administrative Agent for the account of such Issuing Lender in Dollars and in immediately available funds, the Dollar Amount of such Lender’s pro rata share of such unreimbursed drawing. Such payment shall be made on the day such notice is received by an L/C Issuer with respect to any Letter of Credit. All amounts paid by an L/C Issuer with respect to any Letter of Credit that are not repaid by Borrower such Lender from the Administrative Agent if such notice is received at or before 11:00 A.M. (New York City time), and otherwise such payment shall be made at or before 1:00 P.M. (New York City time) on such the Business Day with next succeeding the proceeds day such notice is received. If such Lender does not pay such amount to the Administrative Agent for the account of a Revolving Credit Advance, Swing Line Advance or otherwise shall bear interest payable upon demand at the interest rate applicable to Revolving Loans which are Index Rate Loans plus, at the election of Requisite Revolving Lenders, an additional two percent (2.00%) per annum. Each Revolving Issuing Lender agrees to fund its Pro Rata Share of any Revolving Loan made pursuant to this Section 1.1(d)(ii). In the event Agent elects not to debit Borrower’s account and Borrower fails to reimburse the L/C Issuer in full upon such request, such 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 any payment such drawing until such Lender pays such amount to the Administrative Agent for the account of such Issuing Lender in respect of full at a Letter of Creditrate per annum equal to, Agent shall promptly notify each Revolving Lender if paid within two Business Days of the amount date that such Lender is required to make payments of such unreimbursed amount pursuant to the preceding sentence, the Federal Funds Effective Rate and thereafter at a rate equal to the Alternate Base Rate. Each Lender’s obligation to make such payment to the applicable Issuing Lender, and the accrued interest thereon and each Revolving Lender, on right of such Issuing Lender to receive the next Business Day prior to 3:00 p.m. (New York time)same, shall deliver to Agent an amount equal to its Pro Rata Share thereof in same day funds. Each Revolving Lender hereby absolutely and unconditionally agrees to pay to the L/C Issuer upon demand by the L/C Issuer such Revolving Lender’s Pro Rata Share of each payment made by the L/C Issuer in respect of a Letter of Credit and not immediately reimbursed by Borrower or satisfied through a debit of Borrower’s account. Each Revolving Lender acknowledges and agrees that its obligations pursuant to this subsection in respect of Letters of Credit are be absolute and unconditional and unconditional, shall not be affected by any circumstance whatsoever, including setoff, counterclaimwhatsoever and without regard to the termination of this Credit Agreement or the Commitments hereunder, the occurrence and continuance existence of an Unmatured Default or a Default or an Event of Default or any failure by Borrower to satisfy any the acceleration of the conditions set forth in Section 7.2obligations of the Borrowers hereunder and shall be made without any offset, abatement, withholding or reduction whatsoever. If any Revolving Simultaneously with the making of each such payment by a Lender fails to make available to the L/C Issuer 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 Revolving payment constituting interest owing to such Issuing Lender’s Pro Rata Share ) in the related unreimbursed drawing portion of any payments made by the L/C Issuer LOC Obligation and in the interest thereon and in the related LOC Documents, and shall have a claim against the applicable Borrower with respect of a Letter of Credit as provided in this Section 1.1(d)(ii), the L/C Issuer shall be entitled to recover such amount on demand from such Revolving Lender together with interest at the Index Ratethereto.

Reimbursement. Borrower shall be irrevocably and unconditionally obligated forthwith without presentment, demand, protest or other formalities In the event of any kind, to reimburse drawing under any L/C Issuer on demand in immediately available funds for any amounts paid by such L/C Issuer with respect to a Letter of Credit, including all reimbursement payments, reasonable fees, Charges, the Issuing Lender will promptly notify the Borrower and reasonable costs and expenses paid by such L/C Issuerthe Administrative Agent. The Borrower hereby authorizes and directs Agent, at Agent’s option, to debit Borrower’s account (by increasing shall reimburse the outstanding principal balance of Issuing Lender on or before the Revolving Credit Advances or Swing Line Advances) in Business Day immediately following the amount date on which it has received notice of any payment made by an L/C Issuer with respect to any Letter of Credit. All amounts paid by an L/C Issuer with respect to drawing under any Letter of Credit that are not repaid by Borrower on such Business Day (either with the proceeds of a Revolving Credit Advance, Swing Line Advance Loan obtained hereunder or otherwise otherwise) in same day funds as provided herein or in the LOC Documents. If the Borrower shall bear interest payable upon demand at the interest rate applicable to Revolving Loans which are Index Rate Loans plus, at the election of Requisite Revolving Lenders, an additional two percent (2.00%) per annum. Each Revolving Lender agrees to fund its Pro Rata Share of any Revolving Loan made pursuant to this Section 1.1(d)(ii). In the event Agent elects not to debit Borrower’s account and Borrower fails fail to reimburse the L/C Issuer Issuing 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 Rate subject to Section 2.8(b). Unless the Borrower shall promptly notify the Issuing Lender and the Administrative Agent of its intent to otherwise reimburse the Issuing Lender, the Borrower shall be deemed to have requested a Mandatory LOC Borrowing in full on the date 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 in respect the Borrower may claim or have against the Issuing Lender, the Administrative Agent, the Lenders, the beneficiary of a 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, . The Administrative Agent shall will promptly notify each the other Revolving Lender Lenders of the amount of such any unreimbursed payment and the accrued interest thereon drawing and each Revolving Lender, on the next Business Day prior to 3:00 p.m. (New York time), Lender shall deliver to Agent an amount equal to its Pro Rata Share thereof in same day funds. Each Revolving Lender hereby absolutely and unconditionally agrees to promptly pay to the L/C Issuer upon demand by Administrative Agent for the L/C Issuer account of the Issuing Lender, in Dollars and in immediately available funds, the amount of such Revolving Lender’s Pro Rata Share Revolving Commitment Percentage of each such unreimbursed drawing. Such payment shall be made on the Business Day such notice is received by such Revolving Lender from the L/C Issuer 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 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 Administrative Agent for the account of the Issuing Lender in respect full upon such request, such Revolving Lender shall, on demand, pay to the Administrative Agent for the account of 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 the Administrative Agent for the account of the Issuing Lender in full at a Letter rate per annum equal to, if paid within two (2) Business Days of Credit the date of drawing, the Federal Funds Rate and not immediately reimbursed by Borrower or satisfied through thereafter at a debit of Borrower’s accountrate equal to the Alternate Base Rate. Each Revolving Lender’s obligation to make such payment to the Issuing Lender, and the right of the Issuing Lender acknowledges and agrees that its obligations pursuant to this subsection in respect of Letters of Credit are receive the same, shall be absolute and unconditional and unconditional, shall not be affected by any circumstance whatsoever, including setoff, counterclaimwhatsoever and without regard to the termination of this Agreement or the Commitments hereunder, the occurrence and continuance existence of a Default or an Event of Default or any failure by Borrower to satisfy any the acceleration of the conditions set forth in Section 7.2. If any Revolving Lender fails to make available to the L/C Issuer the amount of such Revolving Lender’s Pro Rata Share of any payments made by the L/C Issuer in respect of a Letter of Credit as provided in this Section 1.1(d)(ii), the L/C Issuer Obligations hereunder and shall be entitled to recover such amount on demand from such Revolving Lender together with interest at the Index Ratemade without any offset, abatement, withholding or reduction whatsoever.

Reimbursement. Borrower Borrowers shall be irrevocably and unconditionally obligated forthwith without presentment, demand, protest or other formalities of any kindkind (including for purposes of Section 10), to reimburse any L/C Issuer on demand in immediately available funds for any amounts paid by such L/C Issuer with respect to a Letter of Credit, including all reimbursement payments, reasonable feesFees, Charges, and reasonable costs and expenses paid by such L/C Issuer. Borrower Borrowers hereby authorizes authorize and directs direct Agent, at Agent’s 's option, to debit Borrower’s Borrowers' account (by increasing the outstanding principal balance of the Revolving Credit Advances or Swing Line Advances) in the amount of any payment made by an L/C Issuer with respect to any Letter of Credit. All amounts paid by an L/C Issuer with respect to any Letter of Credit that are not repaid on the same day by Borrower on such Business Day Borrowers with the proceeds of a Revolving Credit Advance, Swing Line Advance or otherwise shall bear interest payable upon demand at the interest rate applicable to Revolving Loans which are Index Rate Loans plus, if not repaid within two (2) Business Days of the payment by the L/C Issuer, at the election of Agent or Requisite Revolving Lenders, an additional two percent (2.00%) per annum. Each Revolving Lender agrees to fund its Pro Rata Share of any Revolving Loan made pursuant to this Section 1.1(d)(ii). In the event Agent elects not to debit Borrower’s Borrowers' account and Borrower fails Borrowers fail to reimburse the L/C Issuer in full on the date of any payment in respect of a Letter of Credit, Agent shall promptly notify each Revolving Lender of the amount of such unreimbursed payment and the accrued interest thereon and each Revolving Lender, on the next Business Day prior to 3:00 2:00 p.m. (New York Chicago time), shall deliver to Agent an amount equal to its Pro Rata Share thereof in same day funds. Each Revolving Lender hereby absolutely and unconditionally agrees to pay to the L/C Issuer upon demand by the L/C Issuer such Revolving Lender’s 's Pro Rata Share of each payment made by the L/C Issuer in respect of a Letter of Credit and not immediately reimbursed by Borrower Borrowers or satisfied through a debit of Borrower’s Borrowers' account. Each Revolving Lender acknowledges and agrees that its obligations pursuant to this subsection in respect of Letters of Credit are absolute and unconditional and shall not be affected by any circumstance whatsoever, including setoff, counterclaim, the occurrence and continuance of a Default or an Event of Default or any failure by Borrower Borrowers to satisfy any of the conditions set forth in Section 7.2. If any Revolving Lender fails to make available to the L/C Issuer the amount of such Revolving Lender’s 's Pro Rata Share of any payments made by the L/C Issuer in respect of a Letter of Credit as provided in this Section 1.1(d)(ii), the L/C Issuer shall be entitled to recover such amount on demand from such Revolving Lender together with interest thereon for each day from the date of non-payment until such amount is paid in full at the Federal Funds Rate for the first two (2) Business Days and at the Index RateRate thereafter.

Reimbursement. Borrower shall be irrevocably and unconditionally obligated forthwith without presentment, demand, protest or other formalities In the event of any kind, to reimburse drawing under any L/C Issuer on demand in immediately available funds for any amounts paid by such L/C Issuer with respect to a Letter of Credit, including all reimbursement payments, reasonable fees, Charges, the Issuing Lender will promptly notify the Borrower and reasonable costs and expenses paid by such L/C Issuerthe Administrative Agent. The Borrower hereby authorizes and directs Agent, at Agent’s option, to debit Borrower’s account (by increasing shall reimburse the outstanding principal balance Issuing Lender on the day of the Revolving Credit Advances or Swing Line Advances) in the amount of any payment made by an L/C Issuer with respect to any Letter of Credit. All amounts paid by an L/C Issuer with respect to drawing under any Letter of Credit that are not repaid by Borrower on such Business Day (either with the proceeds of a Revolving Credit AdvanceLoan 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 herein, Swing Line Advance or otherwise the unreimbursed amount of such drawing shall bear interest payable upon demand at a per annum rate equal to the interest rate applicable ABR Default Rate. Unless the Borrower shall immediately notify the Issuing Lender and the Administrative Agent of its intent to Revolving Loans otherwise reimburse the Issuing Lender, the Borrower shall be deemed to have requested a Mandatory LOC Borrowing in the amount of the drawing as provided in subsection (e) hereof, the proceeds of which are Index Rate Loans pluswill be used to satisfy the Reimbursement Obligations. Without waiving the Borrower's right to later assert (by separate and independent action and not by way of setoff) any claims that it may have, at the election Borrower's Reimbursement Obligations hereunder shall be absolute and unconditional under all circumstances irrespective of Requisite Revolving any rights of set-off, counterclaim or defense to payment the Borrower may claim or have against the Issuing Lender, the Administrative Agent, the Lenders, an additional two percent (2.00%) per annum. Each Revolving Lender agrees 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 fund its Pro Rata Share receive consideration or the legality, validity, regularity or unenforceability of any Revolving Loan made pursuant to this Section 1.1(d)(ii). In the event Agent elects not to debit Borrower’s account and Borrower fails to reimburse the L/C Issuer in full on the date of any payment in respect of a Letter of Credit, Agent shall . The Issuing Lender will promptly notify each the other Revolving Lender Lenders of the amount of such any unreimbursed payment and the accrued interest thereon drawing and each Revolving Lender shall promptly pay to the Administrative Agent for the account of 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 next day such notice is received by such Revolving Lender from the 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 prior next succeeding the day such notice is received. If such Revolving Lender does not pay such amount to 3:00 p.m. the Issuing Lender in full upon such request, such Revolving Lender shall, on demand, pay to the Administrative Agent for the account of 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 the Issuing Lender in full at a rate per annum equal to, if paid within two (New York time)2) Business Days of the date of drawing, shall deliver to Agent an amount the Federal Funds Effective Rate and thereafter at a rate equal to its Pro Rata Share thereof in same day fundsthe Alternate Base Rate. Each Revolving Lender hereby absolutely and unconditionally agrees Lender's obligation to pay make such payment to the L/C Issuer upon demand by Issuing Lender, and the L/C Issuer such Revolving Lender’s Pro Rata Share right of each payment made by the L/C Issuer in respect of a Letter of Credit and not immediately reimbursed by Borrower or satisfied through a debit of Borrower’s account. Each Revolving Issuing Lender acknowledges and agrees that its obligations pursuant to this subsection in respect of Letters of Credit are receive the same, shall be absolute and unconditional and unconditional, shall not be affected by any circumstance whatsoever, including setoff, counterclaimwhatsoever and without regard to the termination of this Credit Agreement or the Commitments hereunder, the occurrence and continuance existence of a Default or an Event of Default or any failure by Borrower to satisfy any the acceleration of the conditions set forth in Section 7.2. If any Revolving Lender fails to make available to the L/C Issuer the amount of such Revolving Lender’s Pro Rata Share of any payments made by the L/C Issuer in respect of a Letter of Credit as provided in this Section 1.1(d)(ii), the L/C Issuer Party Obligations hereunder and shall be entitled to recover such amount on demand from such Revolving Lender together with interest at the Index Ratemade without any offset, abatement, withholding or reduction whatsoever.

Reimbursement. The Borrower shall be is irrevocably and unconditionally obligated forthwith without presentment, demand, protest or other formalities of any kind, kind to reimburse any L/C Issuer on demand each Issuing Lender (Revolver) in immediately available funds for any amounts paid by such L/C Issuer with respect to a Letter of Credit, including all reimbursement payments, reasonable fees, Charges, and reasonable costs and expenses paid by such L/C Issuer. Borrower hereby authorizes and directs Agent, at Agent’s option, to debit Borrower’s account Issuing Lender (by increasing the outstanding principal balance of the Revolving Credit Advances or Swing Line AdvancesRevolver) in the amount of any payment made by an L/C Issuer with respect to any Letter of Credit. All amounts paid by an L/C Issuer with respect to any Letter of Credit (Revolver) issued hereunder. Upon receipt from the beneficiary of any Letter of Credit (Revolver) of any notice of drawing under such Letter of Credit (Revolver), the Issuing Lender (Revolver) shall notify the Borrower 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 (Revolver) under a Letter of Credit (Revolver) (or if notice is not provided to the Borrower 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 Borrower shall reimburse such Issuing Lender through the Administrative Agent 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 at Base Rate on such day (or days if the next immediately succeeding day is not a Business Day)). If the Borrower fails to so reimburse the applicable Issuing Lender by such time, the Borrower shall be deemed to have requested a Revolving Loan (not a Swingline Loan) in the amount of the payment made by such Issuing Lender with respect to such Letter of Credit (Revolver). All amounts paid by an Issuing Lender (Revolver) with respect to any Letter of Credit (Revolver) that are not repaid by the Borrower on such Business Day as required by this Section 2.1.2(a)(iii), or that are not repaid with the proceeds of a Revolving Credit Advance, Swing Line Advance or otherwise Loan shall bear interest payable upon demand at the interest rate applicable to sum of the Base Rate plus the highest Applicable Margin for Revolving Loans which are Index at Base Rate Loans plus, at the election of Requisite Revolving Lenders, an additional two percent (2.00plus 2%) per annum. Each Revolving Lender agrees to fund its Pro Rata Share Percentage of any Revolving Loan made pursuant to this Section 1.1(d)(ii2.1.2(a)(iii). In the event Agent elects not to debit Borrower’s account and the Borrower fails to reimburse the L/C Issuer an Issuing Lender (Revolver) in full on the date of for any payment in respect of a Letter of CreditCredit (Revolver) issued hereunder, the Administrative Agent shall promptly notify each Revolving Lender of the amount of such unreimbursed payment and the accrued interest thereon and each such Revolving Lender, on the next Business Day prior to 3:00 p.m. (New York time)Day, shall deliver to Administrative Agent an amount equal to its Pro Rata Share thereof Percentage of the aggregate Revolving Loan Commitments in same day funds. Each Revolving Lender hereby absolutely and unconditionally agrees to pay to the L/C Issuer each Issuing Lender (Revolver) upon demand by the L/C Issuer such Revolving Issuing Lender such Lender’s Pro Rata Share Percentage of each payment made by the L/C Issuer such Issuing Lender in respect of a Letter of Credit (Revolver) and not immediately reimbursed by Borrower or satisfied through a debit of the Borrower’s account. Each Revolving Lender acknowledges and agrees that its obligations to acquire participations pursuant to this subsection Section 2.1.2(a)(iii) in respect of Letters of Credit (Revolver) and to make the payments to each Issuing Lender (Revolver) required by the preceding sentence are absolute and unconditional and shall not be affected by any circumstance whatsoever, including setoff, counterclaim, the occurrence and continuance of a Default or an Event of Default or any failure by the Borrower to satisfy any of the conditions set forth in Section 7.25.3. If any Revolving Lender fails to make available to the L/C Issuer an Issuing Lender (Revolver) the amount of such Revolving Lender’s Pro Rata Share Percentage of any payments made by the L/C Issuer such Issuing Lender in respect of a Letter of Credit (Revolver) as provided in this Section 1.1(d)(ii2.1.2(a)(iii), the L/C Issuer 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 entitled to recover such amount on demand from such Revolving Lender together with interest at the Index Base Rate.

Reimbursement. Borrower shall be irrevocably and unconditionally obligated forthwith without presentment, demand, protest or other formalities In the event of any kind, to reimburse drawing under any L/C Issuer on demand in immediately available funds for any amounts paid by such L/C Issuer with respect to a Letter of Credit, including all reimbursement payments, reasonable fees, Charges, the Issuing Lender will promptly notify the Company and reasonable costs and expenses paid by such L/C Issuerthe Agent. Borrower hereby authorizes and directs Agent, at Agent’s option, to debit Borrower’s account (by increasing The Company shall reimburse the outstanding principal balance Issuing Lender on the day of the Revolving Credit Advances or Swing Line Advances) in the amount of any payment made by an L/C Issuer with respect to any Letter of Credit. All amounts paid by an L/C Issuer with respect to drawing under any Letter of Credit that are not repaid by Borrower if notified prior to 3:00 P.M. (Charlotte, North Carolina time) on such a Business Day or, if after 3:00 P.M. (Charlotte, North Carolina time), on the following Business Day (either with the proceeds of a Revolving Credit Advance, Swing Line Advance Loan obtained hereunder or otherwise otherwise) in same day funds as provided herein or in the LOC Documents. If the Company shall bear interest payable upon demand at the interest rate applicable to Revolving Loans which are Index Rate Loans plus, at the election of Requisite Revolving Lenders, an additional two percent (2.00%) per annum. Each Revolving Lender agrees to fund its Pro Rata Share of any Revolving Loan made pursuant to this Section 1.1(d)(ii). In the event Agent elects not to debit Borrower’s account and Borrower fails fail to reimburse the L/C Issuer Issuing 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 Company shall immediately notify the Issuing Lender and the Agent of its intent to otherwise reimburse the Issuing Lender, the Company shall be deemed to have requested a Mandatory LOC Borrowing in full on the date amount of the drawing as provided in subsection (e) hereof, the proceeds of which will be used to satisfy the Reimbursement Obligations. The Company’s Reimbursement Obligations hereunder shall be absolute and unconditional under all circumstances irrespective of any rights of set-off, counterclaim or defense to payment in respect the Company may claim or have against the Issuing Lender, the Agent, the Lenders, the beneficiary of a the Letter of Credit drawn upon or any other Person, including, without limitation, any defense based on any failure of the Company to receive consideration or the legality, validity, regularity or unenforceability of the Letter of Credit, . The Agent shall will promptly notify each Revolving Lender the other Lenders of the amount of any unreimbursed drawing and each Lender shall promptly pay to the Agent for the account of the Issuing Lender, in Dollars and in immediately available funds, the amount of such Lender’s Revolving Commitment Percentage of such unreimbursed drawing. Such payment and the accrued interest thereon and each Revolving Lender, shall be made on the next Business Day prior to 3:00 p.m. such notice is received by such Lender from the Agent if such notice is received at or before 2:00 P.M. (New York Charlotte, North Carolina time), otherwise such payment shall deliver be made at or before 12:00 Noon (Charlotte, North Carolina time) on the Business Day next succeeding the Business Day such notice is received. If such Lender does not pay such amount to the Agent an amount equal to its Pro Rata Share thereof for the account of the Issuing Lender in same day funds. Each Revolving full upon such request, such Lender hereby absolutely and unconditionally agrees to shall, on demand, pay to the L/C Issuer upon demand by Agent for the L/C Issuer account of the Issuing Lender interest on the unpaid amount during the period from the date of such Revolving drawing until such Lender pays such amount to 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 Base Rate. Each Lender’s Pro Rata Share obligation to make such payment to the Issuing Lender, and the right of each payment made by the L/C Issuer in respect of a Letter of Credit and not immediately reimbursed by Borrower or satisfied through a debit of Borrower’s account. Each Revolving Issuing Lender acknowledges and agrees that its obligations pursuant to this subsection in respect of Letters of Credit are receive the same, shall be absolute and unconditional and unconditional, shall not be affected by any circumstance whatsoever, including setoff, counterclaimwhatsoever and without regard to the termination of this Agreement or the Commitments hereunder, the occurrence and continuance existence of a Default or an Event of Default or any failure by Borrower to satisfy any the acceleration of the conditions set forth in Section 7.2. If any Revolving Lender fails to make available to the L/C Issuer the amount of such Revolving Lender’s Pro Rata Share of any payments made by the L/C Issuer in respect of a Letter of Credit as provided in this Section 1.1(d)(ii), the L/C Issuer Obligations hereunder and shall be entitled to recover such amount on demand from such Revolving Lender together with interest at the Index Ratemade without any offset, abatement, withholding or reduction whatsoever.

Reimbursement. Borrower US Borrowers shall be irrevocably and unconditionally obligated forthwith without presentment, demand, protest or other formalities of any kindkind (including for purposes of Section 10), to reimburse any US L/C Issuer on demand in immediately available funds for any amounts paid by such US L/C Issuer with respect to a US Letter of Credit, including all reimbursement payments, reasonable feesFees, Charges, and reasonable costs and expenses paid by such US L/C Issuer, without duplication of fees otherwise paid by any US Borrower. Each US Borrower hereby authorizes and directs US Agent, at US Agent’s option, to debit such US Borrower’s account accounts (by increasing the outstanding principal balance of the US Tranche A Revolving Credit Advances or Swing Line Advancesmade to such US Borrower) in the amount of any payment made by an any US L/C Issuer with respect to any US Letter of CreditCredit and to pay such amounts to such US L/C Issuer, and a Notice of US Tranche A Revolving Credit Advance requesting a US Index Rate Loan in such amount shall be deemed to have been timely given on such date. All amounts paid by an a US L/C Issuer with respect to any US Letter of Credit that are not immediately repaid by Borrower on such Business Day US Borrowers with the proceeds of a US Tranche A Revolving Credit Advance, Swing Line Advance or otherwise shall bear interest payable upon on demand at the interest rate applicable to US Tranche A Revolving Loans Credit Advances which are US Index Rate Loans plus, at the election of US Agent or Requisite Revolving Lenders, an additional two percent (2.00%) per annum. Each Revolving US Tranche A Lender agrees to fund its Pro Rata Share of any Revolving US Tranche A Loan made pursuant to this Section 1.1(d)(ii1.1(b)(ii). In the event US Agent elects not to debit a US Borrower’s account and account, such US Borrower fails to reimburse the applicable US L/C Issuer in full on the date of any payment in respect of a US Letter of Credit for the benefit of such US Borrower and the other US Borrowers fail to reimburse the applicable US L/C Issuer in full on the date of any payment in respect of a US Letter of Credit, US Agent shall promptly notify each Revolving US Tranche A Lender of the amount of such unreimbursed payment and the accrued interest thereon and each Revolving US Tranche A Lender, on the next Business Day prior to 3:00 p.m. (New York time), shall deliver to US Agent an amount equal to its Pro Rata Share thereof in same day funds. Each Revolving US Tranche A Lender hereby absolutely and unconditionally agrees to pay to the applicable US L/C Issuer upon demand by the such US L/C Issuer such Revolving US Tranche A Lender’s Pro Rata Share of each payment made by the such US L/C Issuer in respect of a US Letter of Credit and not immediately reimbursed within one (1) Business Day by Borrower US Borrowers or satisfied through a debit of Borrower’s US Borrowers’ account. Each Revolving US Tranche A Lender acknowledges and agrees that its obligations pursuant to this subsection in respect of US Letters of Credit are absolute and unconditional and shall not be affected by any circumstance whatsoever, including setoff, counterclaim, the occurrence and continuance of a Default or an Event of Default or any failure by Borrower Borrowers to satisfy any of the conditions set forth in Section 7.22.2. If any Revolving US Tranche A Lender fails to make available to the any US L/C Issuer the amount of such Revolving US Tranche A Lender’s Pro Rata Share of any payments made by the such US L/C Issuer in respect of a US Letter of Credit as provided in this Section 1.1(d)(ii1.1(b)(ii), the applicable US L/C Issuer shall be entitled to recover such amount on demand from such Revolving US Tranche A Lender together with interest at the US Index Rate.

Reimbursement. Borrower shall be irrevocably and unconditionally obligated forthwith without presentment, demand, protest or other formalities In the event of any kind, to reimburse drawing under any L/C Issuer on demand in immediately available funds for any amounts paid by such L/C Issuer with respect to a Letter of Credit, including all reimbursement paymentsthe 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, reasonable fees, Charges, and reasonable costs and expenses paid by such L/C Issuer. the Borrower hereby authorizes and directs Agent, at Agent’s option, shall be deemed to debit Borrower’s account (by increasing have requested that the outstanding principal balance of the Lenders make a Revolving Credit Advances or Swing Line Advances) Loan in the amount of any payment made by an L/C Issuer with respect to any 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. All amounts paid by an L/C Issuer with respect The Borrower promises to reimburse the Issuing Lender on the day of drawing under any Letter of Credit that are not repaid by Borrower on such Business Day (either with the proceeds of a Revolving Credit Advance, Swing Line Advance Loan obtained hereunder or otherwise shall bear interest payable upon demand at the interest rate applicable to Revolving Loans which are Index Rate Loans plus, at the election of Requisite Revolving Lenders, an additional two percent (2.00%otherwise) per annum. Each Revolving Lender agrees to fund its Pro Rata Share of any Revolving Loan made pursuant to this Section 1.1(d)(ii). In the event Agent elects not to debit Borrower’s account and Borrower fails to reimburse the L/C Issuer in full on the date of any payment in respect of a Letter of Credit, Agent shall promptly notify each Revolving Lender of the amount of such unreimbursed payment and the accrued interest thereon and each Revolving Lender, on the next Business Day prior to 3:00 p.m. (New York time), shall deliver to Agent an amount equal to its Pro Rata Share thereof in same day funds. Each Revolving If the Borrower shall fail to reimburse the Issuing Lender hereby absolutely as provided hereinabove, the Borrower promises to pay the Issuing Lender interest on the unreimbursed amount of such drawing on demand at a per annum rate equal to the Adjusted Base Rate plus 2%. The Borrower's reimbursement obligations hereunder shall be absolute and unconditionally agrees unconditional under all circumstances irrespective of any rights of setoff, counterclaim or defense to payment the Borrower may claim or have against the Issuing Lender, 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. The Issuing Lender will promptly notify the Administrative Agent, who shall in turn, promptly notify the other affected Lenders of the amount of any unreimbursed drawing and each Lender shall promptly pay to the L/C Issuer Administrative Agent for the account of the Issuing Lender in Dollars and in immediately available funds, the amount of such Lender's pro rata share of such unreimbursed drawing. Such payment shall be made on the day such notice is received by such Lender from the Administrative Agent if such notice is received at or before 2:00 P.M. (Charlotte, North Carolina time), and otherwise such payment shall be made at or before 12:00 Noon (Charlotte, North Carolina time) on the Business Day next succeeding the day such notice is received. If such Lender does not pay such amount to the Administrative Agent for the account of the Issuing Lender in full upon demand by such request, such Lender shall, on demand, pay to the L/C Issuer Administrative Agent for the account of the Issuing Lender interest on the unpaid amount during the period from the date of such Revolving Lender’s Pro Rata Share drawing until such Lender pays such amount to the Administrative Agent for the account of each payment made by the L/C Issuer Issuing Lender in respect 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 such amount pursuant to the preceding sentence, the Federal Funds Rate and thereafter at a Letter of Credit and not immediately reimbursed by Borrower or satisfied through a debit of Borrower’s accountrate equal to the Base Rate. Each Revolving Lender's obligation to make such payment to the Issuing Lender, and the right of the Issuing Lender acknowledges and agrees that its obligations pursuant to this subsection in respect of Letters of Credit are receive the same, shall be absolute and unconditional and unconditional, shall not be affected by any circumstance whatsoever, including setoff, counterclaimwhatsoever and without regard to the termination of this Credit Agreement or the Commitments hereunder, the occurrence and continuance existence of a Default or an Event of Default or any failure by Borrower to satisfy any the acceleration of the conditions set forth in Section 7.2obligations of the Borrower hereunder and shall be made without any offset, abatement, withholding or reduction whatsoever. If any Revolving Simultaneously with the making of each such payment by a Lender fails to make available to the L/C Issuer 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 Revolving payment constituting interest owing to the Issuing Lender’s Pro Rata Share ) in the related unreimbursed drawn portion of any payments made by the L/C Issuer LOC Obligation and in the interest thereon and in the related LOC Documents, and shall have a claim against the Borrower with respect of a Letter of Credit as provided in this Section 1.1(d)(ii), the L/C Issuer shall be entitled to recover such amount on demand from such Revolving Lender together with interest at the Index Ratethereto.

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

Reimbursement. Borrower shall be irrevocably and unconditionally obligated forthwith without presentment, demand, protest or other formalities In the event of any kind, to reimburse drawing under any L/C Issuer on demand in immediately available funds for any amounts paid by such L/C Issuer with respect to a Letter of Credit, including all reimbursement paymentsthe Issuing Lender will promptly notify the Borrower. Unless the Borrower shall immediately notify the Issuing Lender of its intent to otherwise reimburse the Issuing Lender, reasonable fees, Charges, and reasonable costs and expenses paid by such L/C Issuer. the Borrower hereby authorizes and directs Agent, shall be deemed to have requested a Revolving Loan at Agent’s option, to debit Borrower’s account (by increasing the outstanding principal balance of the Revolving Credit Advances or Swing Line Advances) Adjusted Base Rate in the amount of any the drawing as provided in subsection (e) hereof, the proceeds of which will be used to satisfy the reimbursement obligations. The Borrower shall reimburse the Issuing Lender (by payment made by an L/C Issuer with respect to any Letter through the Administrative Agent) on the day of Credit. All amounts paid by an L/C Issuer with respect to drawing under any Letter of Credit that are not repaid by Borrower on such Business Day either with the proceeds of a Revolving Credit Advance, Swing Line Advance 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 payable upon demand interest, for the benefit of the Lenders, at a per annum rate equal to the interest rate applicable to Base Rate plus the Applicable Percentage for the Base Rate Loans that are Revolving Loans which are Index Rate Loans plus, at the election of Requisite Revolving Lenders, an additional plus two percent (2.002%) per annum. Each Revolving Lender agrees to fund its Pro Rata Share of any Revolving Loan made pursuant to this Section 1.1(d)(ii). In The Borrower'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 event Agent elects not applicable account party or the Borrower may claim or have against the Issuing Lender, the Agents, 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 applicable account party, the Borrower or any other Credit Party to debit Borrower’s account and Borrower fails to reimburse receive consideration or the L/C Issuer in full on legality, validity, regularity or unenforceability of the date of any payment in respect of a Letter of Credit, Agent shall . The Issuing Lender will promptly notify each Revolving Lender the LOC Participants of the amount of such any unreimbursed payment and the accrued interest thereon drawing and each Revolving Lender, on the next Business Day prior to 3:00 p.m. (New York time), LOC Participant shall deliver to Agent an amount equal to its Pro Rata Share thereof in same day funds. Each Revolving Lender hereby absolutely and unconditionally agrees to promptly pay to the L/C Issuer Administrative Agent for the account of the Issuing Lender, in Dollars and in immediately available funds, the amount of such LOC Participant's Revolving Loan Commitment Percentage of such unreimbursed drawing. Such payment shall be made on the day such notice is received by such LOC Participant from the Issuing Lender if such notice is received at or before 1:00 p.m., otherwise such payment shall be made at or before 12:00 Noon on the Business Day next succeeding the day such notice is received. If such LOC Participant does not pay such amount to the Issuing Lender in full upon demand by such request, such LOC Participant shall, on demand, pay to the L/C Issuer Administrative Agent for the account of the Issuing Lender interest on the unpaid amount during the period from the date the LOC Participant received the notice regarding the unreimbursed drawing until such Revolving Lender’s Pro Rata Share LOC Participant pays such amount to the Issuing Lender in full at a rate per annum equal to, if paid within two Business Days of each payment made by the L/C Issuer in respect date of drawing, the Federal Funds Rate and thereafter at a Letter of Credit and not immediately reimbursed by Borrower or satisfied through a debit of Borrower’s accountrate equal to the Base Rate. Each Revolving LOC Participant's obligation to make such payment to the Issuing Lender, and the right of the Issuing Lender acknowledges and agrees that its obligations pursuant to this subsection in respect of Letters of Credit are receive the same, shall be absolute and unconditional and unconditional, shall not be affected by any circumstance whatsoever, including setoff, counterclaimwhatsoever and without regard to the termination of this Credit Agreement or the Commitments hereunder, the occurrence and continuance existence of a Default or an Event of Default or any failure by Borrower to satisfy any the acceleration of the conditions set forth in Section 7.2obligations hereunder and shall be made without any offset, abatement, withholding or reduction whatsoever. If any Revolving Lender fails to make available Simultaneously with the making of each such payment by a LOC Participant to the L/C Issuer 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 Revolving payment constituting interest owing to the Issuing Lender’s Pro Rata Share ) in the related unreimbursed drawing portion of any payments made by the L/C Issuer 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 of a Letter of Credit as provided in this Section 1.1(d)(ii), the L/C Issuer shall be entitled to recover such amount on demand from such Revolving Lender together with interest at the Index Ratethereto.

Reimbursement. Borrower shall be The Borrowers are irrevocably and unconditionally obligated forthwith without presentment, demand, protest or other formalities of any kind, kind to reimburse any L/C Issuer on demand an Issuing Lender in immediately available funds for any amounts paid by such L/C Issuer an Issuing Lender with respect to a any Letter of Credit issued hereunder. Upon receipt from the beneficiary of any Letter of Credit of any notice of drawing under such Letter of Credit, including all reimbursement paymentsthe Issuing Lender shall notify the 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, reasonable feesnot later than 11:00 a.m. (New York City time) on the immediately succeeding Business Day), Chargesthe Borrowers shall reimburse such Issuing Lender through the Administrative Agent in the amount equal to the amount of such drawing (and, and reasonable costs and expenses paid 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)). If the Borrowers fail to so reimburse the applicable Issuing Lender by such L/C Issuer. Borrower hereby authorizes and directs Agenttime, at Agent’s option, the Borrowers shall be deemed to debit Borrower’s account have requested a Revolving Loan (by increasing the outstanding principal balance of the Revolving Credit Advances or Swing Line Advancesnot a Swingline Loan) in the amount of any the payment made by an L/C Issuer such Issuing Lender with respect to any such Letter of Credit. All amounts paid by an L/C Issuer Issuing Lender with respect to any Letter of Credit that are not repaid by Borrower on such Business Day the Borrowers as required by this Section 2.1.1(d)(ii), or that are not repaid with the proceeds of a Revolving Credit Advance, Swing Line Advance or otherwise Loan shall bear interest payable upon demand at the interest rate applicable to sum of the Base Rate plus the highest Applicable Margin for Revolving Loans which are Index Rate Loans plus, at the election of Requisite Revolving Lenders, an additional two percent (2.00%) per annumplus 2% . Each Revolving Lender agrees to fund its Pro Rata Share Percentage of any Revolving Loan made pursuant to this Section 1.1(d)(ii2.1.1(d)(ii). In the event Agent elects not to debit Borrower’s account and Borrower fails the Borrowers fail to reimburse the L/C Issuer an Issuing Lender in full on the date of for any payment in respect of a Letter of CreditCredit issued hereunder, the Administrative Agent shall promptly notify each Revolving Lender of the amount of such unreimbursed payment and the accrued interest thereon and each such Revolving Lender, on the next Business Day prior to 3:00 p.m. (New York time)Day, shall deliver to Administrative Agent an amount equal to its Pro Rata Share thereof Percentage of the aggregate Revolving Loan Commitments in same day funds. Each Revolving Lender hereby absolutely and unconditionally agrees to pay to the L/C Issuer each Issuing Lender upon demand by the L/C Issuer such Revolving Issuing Lender such Lender’s Pro Rata Share Percentage of each payment made by the L/C Issuer such Issuing Lender in respect of a Letter of Credit and not immediately reimbursed by Borrower or satisfied through a debit of Borrower’s accountthe Borrowers. Each Revolving Lender acknowledges and agrees that its obligations to acquire participations pursuant to this subsection Section 2.1.1(d)(ii) in respect of Letters of Credit and to make the payments to each Issuing Lender required by the preceding sentence are absolute and unconditional and shall not be affected by any circumstance whatsoever, including setoff, counterclaim, the occurrence and continuance of a Default or an Event of Default or any failure by Borrower the Borrowers to satisfy any of the conditions set forth in Section 7.25.3. If any Revolving Lender fails to make available to the L/C Issuer an Issuing Lender the amount of such Revolving Lender’s Pro Rata Share Percentage of any payments made by the L/C Issuer such Issuing Lender in respect of a Letter of Credit as provided in this Section 1.1(d)(ii2.1.1(d)(ii), the L/C Issuer 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 entitled to recover such amount on demand from such Revolving Lender together with interest at the Index Base Rate.

Reimbursement. Borrower shall be irrevocably and unconditionally obligated forthwith without presentment, demand, protest or other formalities In the event of any kind, to reimburse drawing under any L/C Issuer on demand in immediately available funds for any amounts paid by such L/C Issuer with respect to a Letter of Credit, including all reimbursement payments, reasonable fees, Charges, the Issuing Lender will promptly notify the Company and reasonable costs and expenses paid by such L/C Issuerthe Administrative Agent. Borrower hereby authorizes and directs Agent, at Agent’s option, to debit Borrower’s account (by increasing The Company shall reimburse the outstanding principal balance Issuing Lender on the day of the Revolving Credit Advances or Swing Line Advances) in the amount of any payment made by an L/C Issuer with respect to any Letter of Credit. All amounts paid by an L/C Issuer with respect to drawing under any Letter of Credit that are not repaid by Borrower on such Business Day (with the proceeds of a Revolving Credit Advance, Swing Line Advance or otherwise shall bear interest payable upon demand at the interest rate applicable to Revolving Loans which are Index Rate Loans plus, at the election of Requisite Revolving Lenders, an additional two percent (2.00%) per annum. Each Revolving Lender agrees to fund its Pro Rata Share of any U.S. Revolving Loan made pursuant to this Section 1.1(d)(ii)obtained hereunder or otherwise) in same day funds as provided herein or in the LOC Documents. In If the event Agent elects not to debit Borrower’s account and Borrower fails Company shall fail to reimburse the L/C Issuer in full on Issuing Lender as provided herein, the date of any payment in respect of a Letter of Credit, Agent shall promptly notify each Revolving Lender of the amount unreimbursed Dollar Amount of such unreimbursed payment and drawing (expressed in U.S. Dollars in the accrued interest thereon and each Revolving Lender, on the next Business Day prior to 3:00 p.m. (New York time), shall deliver to Agent an amount equal to its Pro Rata Share Dollar Amount thereof in same day funds. Each Revolving Lender hereby absolutely and unconditionally agrees to pay to the L/C Issuer upon demand by the L/C Issuer such Revolving Lender’s Pro Rata Share of each payment made by the L/C Issuer in respect of a Letter of Credit and not immediately reimbursed by Borrower or satisfied through a debit of Borrower’s account. Each Revolving Lender acknowledges and agrees that its obligations pursuant to this subsection in respect case of Letters of Credit are denominated in Canadian Dollars) shall bear interest at a per annum rate equal to the Alternate Base Rate plus the Applicable Percentage. Unless the Company shall immediately notify the Issuing Lender and the Administrative Agent of its intent to otherwise reimburse the Issuing Lender, the Company shall be deemed to have requested a U.S. Revolving Loan in the 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 obligations. The Company’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 Company may claim or have against the Issuing Lender, 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 Company to receive consideration or the legality, validity, regularity or unenforceability of the Letter of Credit. The Issuing Lender will promptly notify the U.S. Revolving Lenders of the Dollar Amount of any unreimbursed drawing and each Lender shall promptly pay to the Administrative Agent for the account of the Issuing Lender in U.S. Dollars and in immediately available funds, the 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 day such notice is received by such U.S. Revolving Lender from the 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 day such notice is received. If such U.S. Revolving Lender does not pay such amount to the Issuing Lender in full upon such request, such U.S. Revolving Lender shall, on demand, pay to the Administrative Agent for the account of 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 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 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 Lender, and the right of the Issuing Lender to receive the same, shall be absolute and unconditional, shall not be affected by any circumstance whatsoever, including setoff, counterclaimwhatsoever and without regard to the termination of this Credit Agreement or the Commitments hereunder, the occurrence and continuance existence of a Default or an Event of Default or any failure by Borrower to satisfy any the acceleration of the conditions set forth in Section 7.2. If any Revolving Lender fails to make available to the L/C Issuer the amount of such Revolving Lender’s Pro Rata Share of any payments made by the L/C Issuer in respect of a Letter of Credit as provided in this Section 1.1(d)(ii), the L/C Issuer Party Obligations hereunder and shall be entitled to recover such amount on demand from such Revolving Lender together with interest at the Index Ratemade without any offset, abatement, withholding or reduction whatsoever.

Reimbursement. Borrower shall be irrevocably and unconditionally obligated forthwith without presentment, demand, protest or other formalities In the event of any kind, to reimburse drawing under any L/C Issuer on demand in immediately available funds for any amounts paid by such L/C Issuer with respect to a Letter of Credit, including all reimbursement paymentsthe Issuing Lender will promptly notify the Company. Unless the Company shall immediately notify the Issuing Lender that the Company intends to otherwise reimburse the Issuing Lender for such drawing, reasonable fees, Charges, the Company shall be deemed to have requested that the U.S. Lenders and reasonable costs and expenses paid by such L/C Issuer. Borrower hereby authorizes and directs Agent, at Agent’s option, to debit Borrower’s account (by increasing the outstanding principal balance of the Multicurrency Lenders make Revolving Credit Advances or Swing Line Advances) in Loans totaling the amount of any payment made by an L/C Issuer with respect to any 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. All amounts paid by an L/C Issuer with respect The Company promises to reimburse the Issuing Lender on the day of drawing under any Letter of Credit that are not repaid by Borrower on such Business Day (either with the proceeds of a Revolving Credit Advance, Swing Line Advance Loans obtained hereunder or otherwise shall bear interest payable upon demand at the interest rate applicable to Revolving Loans which are Index Rate Loans plus, at the election of Requisite Revolving Lenders, an additional two percent (2.00%otherwise) per annum. Each Revolving Lender agrees to fund its Pro Rata Share of any Revolving Loan made pursuant to this Section 1.1(d)(ii). In the event Agent elects not to debit Borrower’s account and Borrower fails to reimburse the L/C Issuer in full on the date of any payment in respect of a Letter of Credit, Agent shall promptly notify each Revolving Lender of the amount of such unreimbursed payment and the accrued interest thereon and each Revolving Lender, on the next Business Day prior to 3:00 p.m. (New York time), shall deliver to Agent an amount equal to its Pro Rata Share thereof in same day funds. Each Revolving If the Company shall fail to reimburse the Issuing Lender hereby absolutely as provided hereinabove, the unreimbursed amount of such drawing shall bear interest at a per annum rate equal to the ABR plus the Applicable Margin for Base Rate Loans plus 2%. The Company's reimbursement obligations hereunder shall be absolute and unconditionally agrees unconditional under all circumstances irrespective of any rights of setoff, counterclaim or defense to payment the Company may claim or have against the Issuing Lender, 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 Company or any of its Consolidated Subsidiaries to receive consideration or the legality, validity, regularity or unenforceability of the Letter of Credit. The Issuing Lender will promptly notify the U.S. Lenders and the Multicurrency Lenders of the amount of any unreimbursed drawing and each U.S. Lender and each Multicurrency Lender shall promptly pay to the L/C Issuer Administrative Agent for the account of the Issuing Lender in U.S. Dollars and in immediately available funds, the amount of such Lender's pro rata share of such unreimbursed drawing. Such payment shall be made on the day such notice is received by such Lender from the Issuing Lender if such notice is received at or before 2:00 P.M. (Charlotte, North Carolina time) otherwise such payment shall be made at or before 12:00 Noon (Charlotte, North Carolina time) on the Business Day next succeeding the day such notice is received. If such Lender does not pay such amount to the Issuing Lender in full upon demand by such request, such Lender shall, on demand, pay to the L/C Issuer Administrative Agent for the account of the Issuing Lender interest on the unpaid amount during the period from the date of such Revolving Lender’s Pro Rata Share drawing until such Lender pays such amount to the Issuing Lender in full at a rate per annum equal to, if paid within two (2) Business Days of each payment made by the L/C Issuer date that such Lender is required to make payments of such amount pursuant to the preceding sentence, the Federal Funds Effective Rate (as defined in respect the definition of "ABR") and thereafter at a Letter of Credit and not immediately reimbursed by Borrower or satisfied through a debit of Borrower’s accountrate equal to the ABR. Each Revolving U.S. Lender's and each Multicurrency Lender's obligation to make such payment to the Issuing Lender, and the right of the Issuing Lender acknowledges and agrees that its obligations pursuant to this subsection in respect of Letters of Credit are receive the same, shall be absolute and unconditional and unconditional, shall not be affected by any circumstance whatsoever, including setoff, counterclaimwhatsoever and without regard to the termination of this Agreement or the Commitments hereunder, the occurrence and continuance existence of a Default or an Event of Default or any failure by Borrower to satisfy any the acceleration of the conditions set forth in Section 7.2obligations of the Company hereunder and shall be made without any offset, abatement, withholding or reduction whatsoever. If any Revolving Simultaneously with the making of each such payment by a Lender fails to make available to the L/C Issuer 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 Revolving payment constituting interest owing to the Issuing Lender’s Pro Rata Share ) in the related unreimbursed drawing portion of any payments made by the L/C Issuer LOC Obligation and in the interest thereon and in the related LOC Documents, and shall have a claim against the Company with respect of a Letter of Credit as provided in this Section 1.1(d)(ii), the L/C Issuer shall be entitled to recover such amount on demand from such Revolving Lender together with interest at the Index Ratethereto.

Reimbursement. Borrower shall be irrevocably and unconditionally obligated forthwith without presentment, demand, protest or other formalities In the event of any kind, to reimburse drawing under any L/C Issuer on demand in immediately available funds for any amounts paid by such L/C Issuer with respect to a Revolving Letter of Credit, including all reimbursement payments, reasonable fees, Charges, and reasonable costs and expenses paid by such L/C Issuer. Borrower hereby authorizes and directs Agent, at Agent’s option, to debit Borrower’s account (by increasing the outstanding principal balance of the Revolving Credit Advances or Swing Line Advances) in Issuing Lender will promptly notify the amount Borrower and the Administrative Agent. The Borrower shall reimburse the Revolving Issuing Lender on the day of drawing under any payment made by an L/C Issuer with respect to any Letter of Credit. All amounts paid by an L/C Issuer with respect to any Revolving Letter of Credit that are not repaid by Borrower on such Business Day (either with the proceeds of a Revolving Credit Advance, Swing Line Advance Loan obtained hereunder or otherwise otherwise) in same day funds as provided herein or in the LOC Documents if the Borrower shall bear interest payable upon demand at the interest rate applicable to Revolving Loans which are Index Rate Loans plus, at the election of Requisite Revolving Lenders, an additional two percent (2.00%) per annum. Each Revolving Lender agrees to fund its Pro Rata Share of any Revolving Loan made pursuant to this Section 1.1(d)(ii). In the event Agent elects not to debit Borrower’s account and Borrower fails to reimburse the L/C Issuer in full on the date of any payment in respect of a Letter of Credit, Agent shall promptly notify each Revolving Lender of the amount have been given notice of such unreimbursed payment drawing by 12:00 Noon and the accrued interest thereon and each Revolving Lender, otherwise on the next Business Day prior 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 3:00 p.m. (New York time)reimburse the Revolving Issuing Lender on the same date of such notice, the unreimbursed amount of such drawing shall deliver to Agent an amount 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 Revolving Issuing Lender and the Administrative Agent of its Pro Rata Share thereof intent to otherwise reimburse the Revolving Issuing Lender, the Borrower shall be deemed to have requested a Mandatory LOC Borrowing in same day fundsthe amount of the drawing as provided in subsection (d) hereof, the proceeds of which will be used to satisfy the reimbursement obligations. Each 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 Revolving Issuing Lender, the Administrative Agent, the Lenders, the beneficiary of the Revolving 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 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. The Revolving Issuing Lender will promptly notify the Administrative Agent (which shall promptly notify the Revolving Lenders) of the amount of any unreimbursed drawing and each Revolving Lender hereby absolutely and unconditionally agrees to pay shall promptly fund its Revolving Participation Interest therein by paying to the L/C Issuer upon demand by Administrative Agent for the L/C Issuer account of the Revolving Issuing Lender, in Dollars and in immediately available funds, the amount of such Revolving Lender’s Pro Rata Share Revolving Commitment Percentage of each such unreimbursed drawing. Such payment shall be made on the day such notice is received by such Revolving Lender from the L/C Issuer Revolving 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 day such notice is received. If such Revolving Lender does not pay such amount to the Revolving Issuing Lender in respect full upon such request, such Revolving Lender shall, on demand, pay to the Administrative Agent for the account of 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 the Revolving Issuing Lender in full at a Letter rate per annum equal to, if paid within two (2) Business Days of Credit the date of drawing, the Federal Funds Effective Rate and not immediately reimbursed by Borrower or satisfied through thereafter at a debit of Borrower’s accountrate equal to the Alternate Base Rate. Each Revolving Lender’s obligation to make such payment to the Revolving Issuing Lender, and the right of the Revolving Issuing Lender acknowledges and agrees that its obligations pursuant to this subsection in respect of Letters of Credit are receive the same, shall be absolute and unconditional and unconditional, shall not be affected by any circumstance whatsoever, including setoff, counterclaimwhatsoever and without regard to the termination of this Credit Agreement or the Commitments hereunder, the occurrence and continuance existence of a Default or an Event of Default or any failure by Borrower to satisfy any the acceleration of the conditions set forth in Section 7.2. If any Revolving Lender fails to make available to the L/C Issuer the amount of such Revolving Lender’s Pro Rata Share of any payments made by the L/C Issuer in respect of a Letter of Credit as provided in this Section 1.1(d)(ii), the L/C Issuer Party Obligations hereunder and shall be entitled to recover such amount on demand from such Revolving Lender together with interest at the Index Ratemade without any offset, abatement, withholding or reduction whatsoever.

Reimbursement. Borrower shall be irrevocably and unconditionally obligated forthwith without presentment, demand, protest or other formalities In the event of any kind, to reimburse drawing under any L/C Issuer on demand in immediately available funds for any amounts paid by such L/C Issuer with respect to a Letter of Credit, including all reimbursement payments, reasonable fees, Charges, the Issuing Lender will promptly notify the Borrower and reasonable costs and expenses paid by such L/C Issuerthe Administrative Agent. The Borrower hereby authorizes and directs Agent, at Agent’s option, to debit Borrower’s account (by increasing shall reimburse the outstanding principal balance Issuing Lender on the day of the Revolving Credit Advances or Swing Line Advances) in the amount of any payment made by an L/C Issuer with respect to any Letter of Credit. All amounts paid by an L/C Issuer with respect to drawing under any Letter of Credit that are not repaid by Borrower if notified prior to 3:00 P.M. on such a Business Day or, if after 3:00 P.M., on the following Business Day (either with the proceeds of a Revolving Credit Advance, Swing Line Advance Loan obtained hereunder or otherwise otherwise) in same day funds as provided herein or in the LOC Documents. If the Borrower shall bear interest payable upon demand at the interest rate applicable to Revolving Loans which are Index Rate Loans plus, at the election of Requisite Revolving Lenders, an additional two percent (2.00%) per annum. Each Revolving Lender agrees to fund its Pro Rata Share of any Revolving Loan made pursuant to this Section 1.1(d)(ii). In the event Agent elects not to debit Borrower’s account and Borrower fails fail to reimburse the L/C Issuer Issuing 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 Issuing Lender and the Administrative Agent of its intent to otherwise reimburse the Issuing Lender, the Borrower shall be deemed to have requested a Mandatory LOC Borrowing in full on the date 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 in respect the Borrower may claim or have against the Issuing Lender, the Administrative Agent, the Lenders, the beneficiary of a 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, . The Administrative Agent shall will promptly notify each the other Revolving Lender Lenders of the amount of such any unreimbursed payment and the accrued interest thereon drawing and each Revolving Lender, on the next Business Day prior to 3:00 p.m. (New York time), Lender shall deliver to Agent an amount equal to its Pro Rata Share thereof in same day funds. Each Revolving Lender hereby absolutely and unconditionally agrees to promptly pay to the L/C Issuer upon demand by Administrative Agent for the L/C Issuer account of the Issuing Lender, in Dollars and in immediately available funds, the amount of such Revolving Lender’s Pro Rata Share Revolving Commitment Percentage of each such unreimbursed drawing. Such payment shall be made on the Business Day such notice is received by such Revolving Lender from the L/C Issuer 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 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 Administrative Agent for the account of the Issuing Lender in respect full upon such request, such Revolving Lender shall, on demand, pay to the Administrative Agent for the account of 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 the Administrative Agent for the account of the Issuing Lender in full at a Letter rate per annum equal to, if paid within two (2) Business Days of Credit the date of drawing, the Federal Funds Effective Rate and not immediately reimbursed by Borrower or satisfied through thereafter at a debit of Borrower’s accountrate equal to the Alternate Base Rate. Each Revolving Lender’s obligation to make such payment to the Issuing Lender, and the right of the Issuing Lender acknowledges and agrees that its obligations pursuant to this subsection in respect of Letters of Credit are receive the same, shall be absolute and unconditional and unconditional, shall not be affected by any circumstance whatsoever, including setoff, counterclaimwhatsoever and without regard to the termination of this Agreement or the Commitments hereunder, the occurrence and continuance existence of a Default or an Event of Default or any failure by Borrower to satisfy any the acceleration of the conditions set forth in Section 7.2. If any Revolving Lender fails to make available to the L/C Issuer the amount of such Revolving Lender’s Pro Rata Share of any payments made by the L/C Issuer in respect of a Letter of Credit as provided in this Section 1.1(d)(ii), the L/C Issuer Obligations hereunder and shall be entitled made without any offset, abatement, withholding or reduction whatsoever. Confidential Materials Omitted and Filed Separately with the Securities and Exchange Commission Pursuant to recover such amount on demand from such Revolving Lender together with interest at a Request for Confidential Treatment under Rule 406 under the Index Rate.Securities Act of 1933, as amended. Confidential Portions are marked: [***]

Reimbursement. Borrower shall be irrevocably and unconditionally obligated forthwith without presentment, demand, protest or other formalities In the event of any kind, to reimburse drawing under any L/C Issuer on demand in immediately available funds for any amounts paid by such L/C Issuer with respect to a Letter of Credit, including all reimbursement payments, reasonable fees, Charges, the Issuing Lender will promptly notify the Company and reasonable costs and expenses paid by such L/C Issuerthe Administrative Agent. Borrower hereby authorizes and directs Agent, at Agent’s option, to debit Borrower’s account (by increasing The Company shall reimburse the outstanding principal balance Issuing Lender on the day of the Revolving Credit Advances or Swing Line Advances) in the amount of any payment made by an L/C Issuer with respect to any Letter of Credit. All amounts paid by an L/C Issuer with respect to drawing under any Letter of Credit that are not repaid in (x) the applicable Foreign Currency of the relevant Letter of Credit with respect to which the drawing was made to the extent directly reimbursed by Borrower on such Business Day the Company or (y) in Dollars to the extent funded with the proceeds of a U.S. Revolving Credit AdvanceLoan obtained hereunder and, Swing Line Advance in each case, in same day funds as provided herein or otherwise in the LOC Documents. If the Company shall fail to reimburse the Issuing Lender as provided herein, the unreimbursed amount of such drawing shall bear interest payable upon demand at a per annum rate equal to the interest rate applicable to Alternate Base Rate plus the Applicable Percentage for Revolving Loans which that are Index Alternate Base Rate Loans plus, at the election of Requisite Revolving Lenders, an additional plus two percent (2.002%) per annumfor so long as such amount shall be unreimbursed. Each Unless the Company shall immediately notify the Issuing Lender and the Administrative Agent of its intent to otherwise reimburse the Issuing Lender, the Company shall be deemed to have requested a U.S. Revolving Loan (a “LOC Mandatory Borrowing”) in the Dollar Amount of the drawing as provided in subsection (e) hereof, the proceeds of which will be used to satisfy the reimbursement obligations. The Company’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 Company may claim or have against the Issuing Lender, 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 Company to receive consideration or the legality, validity, regularity or unenforceability of the Letter of Credit. The Issuing Lender will promptly notify the other U.S. Revolving Lenders of the Dollar Amount of any unreimbursed drawing and each U.S. Revolving Lender agrees shall promptly pay to fund its Pro Rata Share the Administrative Agent for the account of any the Issuing Lender in Dollars and in immediately available funds, the Dollar Amount of such U.S. Revolving Loan Lender’s LOC Commitment Percentage of such unreimbursed drawing. Such payment shall be made pursuant on the day such notice is received by such U.S. Revolving Lender from the Issuing Lender if such notice is received at or before 2:00 p.m. (Charlotte, North Carolina time), otherwise such payment shall be made at or before 12:00 Noon (Charlotte, North Carolina time) on the Business Day next succeeding the day such notice is received. If such U.S. Revolving Lender does not pay such amount to this Section 1.1(d)(ii). In the event Agent elects not to debit Borrower’s account and Borrower fails to reimburse the L/C Issuer Issuing Lender in full upon such request, such U.S. Revolving Lender shall, on demand, pay to the Administrative Agent for the account of the Issuing Lender interest on the unpaid amount during the period from the date of any payment in respect of a Letter of Credit, Agent shall promptly notify each such drawing until such U.S. Revolving Lender pays such amount to the Issuing Lender in full at a rate per annum equal to, if paid within two (2) Business Days of the amount date of such unreimbursed payment drawing, the Federal Funds Effective Rate and the accrued interest thereon and each Revolving Lender, on the next Business Day prior to 3:00 p.m. (New York time), shall deliver to Agent an amount thereafter at a rate equal to its Pro Rata Share thereof in same day fundsthe Alternate Base Rate. Each Revolving Lender hereby absolutely and unconditionally agrees to pay to the L/C Issuer upon demand by the L/C Issuer such U.S. Revolving Lender’s Pro Rata Share obligation to make such payment to the Issuing Lender, and the right of each payment made by the L/C Issuer in respect of a Letter of Credit and not immediately reimbursed by Borrower or satisfied through a debit of Borrower’s account. Each Revolving Issuing Lender acknowledges and agrees that its obligations pursuant to this subsection in respect of Letters of Credit are receive the same, shall be absolute and unconditional and unconditional, shall not be affected by any circumstance whatsoever, including setoff, counterclaimwhatsoever and without regard to the termination of this Credit Agreement or the Commitments hereunder, the occurrence and continuance existence of a Default or an Event of Default or any failure by Borrower to satisfy any the acceleration of the conditions set forth in Section 7.2. If any Revolving Lender fails to make available to the L/C Issuer the amount of such Revolving Lender’s Pro Rata Share of any payments made by the L/C Issuer in respect of a Letter of Credit as provided in this Section 1.1(d)(ii), the L/C Issuer Borrower Obligations hereunder and shall be entitled to recover such amount on demand from such Revolving Lender together with interest at the Index Ratemade without any offset, abatement, withholding or reduction whatsoever.

Reimbursement. Borrower shall be irrevocably and unconditionally obligated forthwith without presentment, demand, protest or other formalities of Upon any kind, to reimburse drawing under any L/C Issuer on demand in immediately available funds for any amounts paid by such L/C Issuer with respect to a Letter of Credit, including all reimbursement payments, reasonable fees, Charges, the Issuing Lender will promptly notify the Borrower and reasonable costs and expenses paid by such L/C Issuerthe Administrative Agent. The Borrower hereby authorizes and directs Agent, at Agent’s option, to debit Borrower’s account shall reimburse the Issuing Lender (by increasing the outstanding principal balance of the Revolving Credit Advances or Swing Line Advances) in the amount of any payment made by an L/C Issuer with respect to any Letter of Credit. All amounts paid by an L/C Issuer with respect to any Letter of Credit that are not repaid by Borrower on such Business Day with the proceeds of a Revolving Credit Advance, Swing Line Advance Loan obtained hereunder or otherwise otherwise) in same day funds as provided herein or in the LOC Documents on the Business Day next succeeding the day such notice is received by the Borrower from the Issuing Lender (the “LC Due Date”). The unreimbursed amount of each drawing shall bear interest payable upon demand at a per annum rate equal to the interest Alternate Base Rate plus the Applicable Percentage; provided, however, such rate applicable to Revolving Loans which are Index Rate Loans plus, at the election of Requisite Revolving Lenders, an additional shall be increased by two percent (2.002%) per annumduring each day that such reimbursement obligation is past due. Each Unless the Borrower shall notify the Issuing Lender and the Administrative Agent by the LC Due Date of its intent to otherwise reimburse the Issuing Lender, the Borrower shall be deemed to have requested a Revolving Lender agrees Loan in the amount of the drawing as provided in subsection (e) hereof, the proceeds of which will be used to fund its Pro Rata Share satisfy the reimbursement obligations. Such reimbursement obligations shall be deemed to be paid upon the making of any such Revolving Loan made pursuant to this Section 1.1(d)(ii)Loan. In the event Agent elects not to debit The Borrower’s account reimbursement obligations hereunder shall be absolute and Borrower fails to reimburse the L/C Issuer in full on the date unconditional under all circumstances irrespective of any rights of set-off, counterclaim or defense to payment in respect the Borrower may claim or have against the Issuing Lender, the Administrative Agent, the Lenders, the beneficiary of a 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, Agent shall . The Issuing Lender will promptly notify each Revolving Lender the Lenders of the amount of such any unreimbursed payment and the accrued interest thereon drawing and each Revolving Lender, on the next Business Day prior to 3:00 p.m. (New York time), Lender shall deliver to Agent an amount equal to its Pro Rata Share thereof in same day funds. Each Revolving Lender hereby absolutely and unconditionally agrees to promptly pay to the L/C Issuer upon demand by Administrative Agent for the L/C Issuer account of the Issuing Lender in Dollars and in immediately available funds, the amount of such Revolving Lender’s Pro Rata Share LOC Commitment Percentage of each such unreimbursed drawing. Such payment shall be made on the day such notice is received by such Lender from the L/C Issuer 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 day such notice is received. If such Lender does not pay such amount to the Issuing Lender in respect full upon such request, such Lender shall, on demand, pay to the Administrative Agent for the account of the Issuing Lender interest on the unpaid amount during the period from the date of such drawing until such Lender pays such amount to the Issuing Lender in full at a Letter rate per annum equal to, if paid within two (2) Business Days of Credit the date of drawing, the Federal Funds Rate and not immediately reimbursed by Borrower or satisfied through thereafter at a debit of Borrower’s accountrate equal to the Alternate Base Rate. Each Revolving Lender’s obligation to make such payment to the Issuing Lender, and the right of the Issuing Lender acknowledges and agrees that its obligations pursuant to this subsection in respect of Letters of Credit are receive the same, shall be absolute and unconditional and unconditional, shall not be affected by any circumstance whatsoever, including setoff, counterclaimwhatsoever and without regard to the termination of this Credit Agreement or the Commitments hereunder, the occurrence and continuance existence of a Default or an Event of Default or any failure by Borrower to satisfy any the acceleration of the conditions set forth in Section 7.2. If any Revolving Lender fails to make available to the L/C Issuer the amount of such Revolving Lender’s Pro Rata Share of any payments made by the L/C Issuer in respect of a Letter of Credit as provided in this Section 1.1(d)(ii), the L/C Issuer Party Obligations hereunder and shall be entitled to recover such amount on demand from such Revolving Lender together with interest at the Index Ratemade without any offset, abatement, withholding or reduction whatsoever.

Reimbursement. Borrower shall be irrevocably and unconditionally obligated forthwith without presentment, demand, protest or other formalities In the event of any kind, to reimburse drawing under any L/C Issuer on demand in immediately available funds for any amounts paid by such L/C Issuer with respect to a Letter of Credit, including all reimbursement payments, reasonable fees, Charges, the Issuing Lender will promptly notify the Initial Borrower and reasonable costs and expenses paid by such L/C Issuerthe Administrative Agent. The Borrower hereby authorizes and directs Agent, at Agent’s option, to debit Borrower’s account shall reimburse the Issuing Lender on the day of drawing under any Letter of Credit (by increasing either with the outstanding principal balance proceeds of the a Revolving Credit Advances Loan obtained hereunder or Swing Line Advancesotherwise) 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 Lender as provided herein, the unreimbursed amount of such drawing shall bear interest at a per annum rate equal to the Alternate Base Rate applicable to the Currency of such drawing plus 2%. Unless the Borrower shall immediately notify the Issuing Lender and the Administrative Agent of its intent to otherwise reimburse the Issuing Lender, the Borrower shall be deemed to have requested a Revolving Loan in the Currency and the amount of the drawing as provided in subsection (e) below, 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 Lender, 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. The Issuing Lender will promptly notify the other Lenders of the Currency and amount of any unreimbursed drawing and each Lender shall promptly pay to the Administrative Agent for the account of the Issuing Lender, in such Currency and in immediately available funds, the amount of such Lender’s Commitment Percentage of such unreimbursed drawing (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 made by an L/C Issuer with respect to any Letter of Credit. All amounts paid by an L/C Issuer 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 are 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 repaid 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 day such notice is received by Borrower such Lender from the 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 such the Business Day with next succeeding the proceeds of a Revolving Credit Advance, Swing Line Advance or otherwise shall bear interest payable upon demand at day such notice is received. If such Lender does not pay such amount to the interest rate applicable to Revolving Loans which are Index Rate Loans plus, at the election of Requisite Revolving Lenders, an additional two percent (2.00%) per annum. Each Revolving Issuing Lender agrees to fund its Pro Rata Share of any Revolving Loan made pursuant to this Section 1.1(d)(ii). In the event Agent elects not to debit Borrower’s account and Borrower fails to reimburse the L/C Issuer in full upon such request, such Lender shall, on demand, pay to the Administrative Agent for the account of the Issuing Lender interest on the unpaid amount during the period from the date of such drawing until such Lender pays such amount to the Issuing Lender in full at a rate per annum equal to (i), if such unpaid amount is owed in Dollars and paid within two Business Days of such date, the Federal Funds Effective 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 Lender’s obligation to make such payment in respect of a Letter of Creditto the Issuing Lender, Agent shall promptly notify each Revolving Lender and the right of the amount of such unreimbursed payment and Issuing Lender to receive the accrued interest thereon and each Revolving Lender, on the next Business Day prior to 3:00 p.m. (New York time)same, shall deliver to Agent an amount equal to its Pro Rata Share thereof in same day funds. Each Revolving Lender hereby absolutely and unconditionally agrees to pay to the L/C Issuer upon demand by the L/C Issuer such Revolving Lender’s Pro Rata Share of each payment made by the L/C Issuer in respect of a Letter of Credit and not immediately reimbursed by Borrower or satisfied through a debit of Borrower’s account. Each Revolving Lender acknowledges and agrees that its obligations pursuant to this subsection in respect of Letters of Credit are be absolute and unconditional and unconditional, shall not be affected by any circumstance whatsoever, including setoff, counterclaimwhatsoever and without regard to the termination of this Credit Agreement or the Commitments hereunder, the occurrence and continuance existence of a Default or an Event of Default or any failure by Borrower to satisfy any the acceleration of the conditions set forth in Section 7.2. If any Revolving Lender fails to make available to the L/C Issuer the amount of such Revolving Lender’s Pro Rata Share of any payments made by the L/C Issuer in respect of a Letter of Credit as provided in this Section 1.1(d)(ii), the L/C Issuer Party Obligations hereunder and shall be entitled to recover such amount on demand from such Revolving Lender together with interest at the Index Ratemade without any offset, abatement, withholding or reduction whatsoever.

Reimbursement. Borrower shall be irrevocably and unconditionally obligated forthwith without presentment, demand, protest or other formalities In the event of any kind, to reimburse drawing under any L/C Issuer on demand in immediately available funds for any amounts paid by such L/C Issuer with respect to a Letter of Credit, including all reimbursement payments, reasonable fees, Charges, the Issuing Lender will promptly notify the Borrower and reasonable costs and expenses paid by such L/C Issuerthe Administrative Agent. The Borrower hereby authorizes and directs Agent, at Agent’s option, to debit Borrower’s account (by increasing shall reimburse the outstanding principal balance Issuing Lender on the day of the Revolving Credit Advances or Swing Line Advances) in the amount of any payment made by an L/C Issuer with respect to any Letter of Credit. All amounts paid by an L/C Issuer with respect to drawing under any Letter of Credit that are not repaid by Borrower if notified prior to 1:00 P.M. on such a Business Day or, if after 1:00 P.M., on the following Business Day (either with the proceeds of a Revolving Credit Advance, Swing Line Advance Loan obtained hereunder or otherwise shall bear interest payable upon demand at otherwise) in same day funds as provided herein or in the interest rate applicable to Revolving Loans which are Index Rate Loans plus, at LOC Documents. If the election of Requisite Revolving Lenders, an additional two percent (2.00%) per annum. Each Revolving Lender agrees to fund its Pro Rata Share of any Revolving Loan made pursuant to this Section 1.1(d)(ii). In the event Agent elects not to debit Borrower’s account and Borrower fails to reimburse the L/C Issuer Issuing 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 immediately notifies the Issuing Lender and the Administrative Agent of its intent to otherwise reimburse the Issuing Lender, the Borrower shall be deemed to have requested a Mandatory LOC Borrowing in full on the date 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 in respect the Borrower may claim or have against the Issuing Lender, the Administrative Agent, the Lenders, the beneficiary of a 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, . The Administrative Agent shall will promptly notify each the other Revolving Lender Lenders of the amount of such any unreimbursed payment and the accrued interest thereon drawing and each Revolving Lender, on the next Business Day prior to 3:00 p.m. (New York time), Lender shall deliver to Agent an amount equal to its Pro Rata Share thereof in same day funds. Each Revolving Lender hereby absolutely and unconditionally agrees to promptly pay to the L/C Issuer upon demand by Administrative Agent for the L/C Issuer account of the Issuing Lender, in Dollars and in immediately available funds, the amount of such Revolving Lender’s Pro Rata Share Revolving Commitment Percentage of each such unreimbursed drawing. Such payment shall be made on the Business Day such notice is received by such Revolving Lender from the L/C Issuer 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 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 Administrative Agent for the account of the Issuing Lender in respect full upon such request, such Revolving Lender shall, on demand, pay to the Administrative Agent for the account of 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 the Administrative Agent for the account of the Issuing Lender in full at a Letter rate per annum equal to, if paid within two (2) Business Days of Credit the date of drawing, the Federal Funds Effective Rate and not immediately reimbursed by Borrower or satisfied through thereafter at a debit of Borrower’s accountrate equal to the Alternate Base Rate. Each Revolving Lender’s obligation to make such payment to the Issuing Lender, and the right of the Issuing Lender acknowledges and agrees that its obligations pursuant to this subsection in respect of Letters of Credit are receive the same, shall be absolute and unconditional and unconditional, shall not be affected by any circumstance whatsoever, including setoff, counterclaimwhatsoever and without regard to the termination of this Agreement or the Commitments hereunder, the occurrence and continuance existence of a Default or an Event of Default or any failure by Borrower to satisfy any the acceleration of the conditions set forth in Section 7.2. If any Revolving Lender fails to make available to the L/C Issuer the amount of such Revolving Lender’s Pro Rata Share of any payments made by the L/C Issuer in respect of a Letter of Credit as provided in this Section 1.1(d)(ii), the L/C Issuer Obligations hereunder and shall be entitled to recover such amount on demand from such Revolving Lender together with interest at the Index Ratemade without any offset, abatement, withholding or reduction whatsoever.

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

Reimbursement. Borrower shall be irrevocably and unconditionally obligated forthwith without presentment, demand, protest or other formalities In the event of any kind, to reimburse drawing under any L/C Issuer on demand in immediately available funds for any amounts paid by such L/C Issuer with respect to a Letter of Credit, including all reimbursement payments, reasonable fees, Charges, the Issuing Lender will promptly notify the Borrower and reasonable costs and expenses paid by such L/C Issuerthe Administrative Agent. The Borrower hereby authorizes and directs Agent, at Agent’s option, to debit Borrower’s account (by increasing shall reimburse the outstanding principal balance Issuing Lender on the day of the Revolving Credit Advances or Swing Line Advances) in the amount of any payment made by an L/C Issuer with respect to any Letter of Credit. All amounts paid by an L/C Issuer with respect to drawing under any Letter of Credit that are not repaid by Borrower on such Business Day (either with the proceeds of a Revolving Credit Advance, Swing Line Advance Loan obtained hereunder or otherwise otherwise) in the Currency of such drawing and in same day funds as provided herein or in the LOC Documents. If the Borrower shall bear interest payable upon demand at the interest rate applicable to Revolving Loans which are Index Rate Loans plus, at the election of Requisite Revolving Lenders, an additional two percent (2.00%) per annum. Each Revolving Lender agrees to fund its Pro Rata Share of any Revolving Loan made pursuant to this Section 1.1(d)(ii). In the event Agent elects not to debit Borrower’s account and Borrower fails fail to reimburse the L/C Issuer Issuing Lender as provided herein, the unreimbursed amount of such drawing shall (x) if the Letter of Credit is in full on an Alternative Lending Currency, immediately be converted to Dollars at the date exchange rate used at the time of such drawing and shall be repaid in such Dollar amount and (y) bear interest at a per annum rate equal to the U.S. Base Rate for the first two (2) Business Days and thereafter at the default rate set forth in Section 2.9. Unless the Borrower shall immediately notify the Issuing Lender and the Administrative Agent of its intent to otherwise reimburse the Issuing Lender, the Borrower shall be deemed to have requested a Revolving Loan in Dollars 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 Reimbursement Obligations shall be absolute and unconditional under all circumstances irrespective of any rights of set-off, counterclaim or defense to payment in respect the Borrower may claim or have against the Issuing Lender, the Administrative Agent, the Lenders, the beneficiary of a 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, Agent shall . The Issuing Lender will promptly notify each Revolving Lender the other Lenders of the amount of such any unreimbursed payment and the accrued interest thereon drawing and each Revolving Lender, on the next Business Day prior to 3:00 p.m. (New York time), Lender shall deliver to Agent an amount equal to its Pro Rata Share thereof in same day funds. Each Revolving Lender hereby absolutely and unconditionally agrees to promptly pay to the L/C Issuer Administrative Agent for the account of the Issuing Lender, in immediately available funds, the amount of such Lender's Commitment Percentage of the Dollar Equivalent amount into which such unreimbursed drawing was converted. Such payment shall be made on the day such notice is received by such Lender from the 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 day such notice is received. If such Lender does not pay such amount to the Issuing Lender in full upon demand by such request, such Lender shall, on demand, pay to the L/C Issuer Administrative Agent for the account of the Issuing Lender interest on the unpaid amount during the period from the date of such Revolving Lender’s Pro Rata Share drawing until such Lender pays such amount to the Issuing Lender in full at a rate per annum equal to, if paid within two (2) Business Days of each payment made by the L/C Issuer in respect date of drawing, the Federal Funds Effective Rate and thereafter at a Letter of Credit and not immediately reimbursed by Borrower or satisfied through a debit of Borrower’s accountrate equal to the U.S. Base Rate. Each Revolving Lender's obligation to make such payment to the Issuing Lender, and the right of the Issuing Lender acknowledges and agrees that its obligations pursuant to this subsection in respect of Letters of Credit are receive the same, shall be absolute and unconditional and unconditional, shall not be affected by any circumstance whatsoever, including setoff, counterclaimwhatsoever and without regard to the termination of this Agreement or the Commitments hereunder, the occurrence and continuance existence of a Default or an Event of Default or any failure by Borrower to satisfy any the acceleration of the conditions set forth in Section 7.2. If any Revolving Lender fails to make available to the L/C Issuer the amount of such Revolving Lender’s Pro Rata Share of any payments made by the L/C Issuer in respect of a Letter of Credit as provided in this Section 1.1(d)(ii), the L/C Issuer Loans hereunder and shall be entitled to recover such amount on demand from such Revolving Lender together with interest at the Index Ratemade without any offset, abatement, withholding or reduction whatsoever.

Reimbursement. The Borrower shall be is irrevocably and unconditionally obligated forthwith without presentment, demand, protest or other formalities of any kind, kind to reimburse any L/C Issuer on demand each Issuing Lender in immediately available funds for any amounts paid by such L/C Issuer Issuing Lender with respect to a any Letter of Credit issued hereunder. Upon receipt from the beneficiary of any Letter of Credit of any notice of drawing under such Letter of Credit, including all reimbursement paymentsthe Issuing Lender shall notify the Borrower 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 Borrower of such drawing prior to such time, reasonable feesnot later than 11:00 a.m. (New York City time) on the immediately succeeding Business Day), Chargesthe Borrower shall reimburse such Issuing Lender through the Administrative Agent in the amount equal to the amount of such drawing (and, and reasonable costs and expenses paid 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)). If the Borrower fails to so reimburse the applicable Issuing Lender by such L/C Issuer. time, the Borrower hereby authorizes and directs Agent, at Agent’s option, shall be deemed to debit Borrower’s account have requested a Revolving Loan (by increasing the outstanding principal balance of the Revolving Credit Advances or Swing Line Advancesnot a Swingline Loan) in the amount of any the payment made by an L/C Issuer such Issuing Lender with respect to any such Letter of Credit. All amounts paid by an L/C Issuer Issuing Lender with respect to any Letter of Credit that are not repaid by the Borrower on such Business Day as required by this Section 2.1.1(d)(ii), or that are not repaid with the proceeds of a Revolving Credit Advance, Swing Line Advance or otherwise Loan shall bear interest payable upon demand at the interest rate applicable to sum of the Base Rate plus the highest Applicable Margin for Revolving Loans which are Index Rate Loans plus, at the election of Requisite Revolving Lenders, an additional two percent (2.00%) per annumplus 2% . Each Revolving Lender agrees to fund its Pro Rata Share Percentage of any Revolving Loan made pursuant to this Section 1.1(d)(ii2.1.1(d)(ii). In the event Agent elects not to debit Borrower’s account and the Borrower fails to reimburse the L/C Issuer an Issuing Lender in full on the date of for any payment in respect of a Letter of CreditCredit issued hereunder, the Administrative Agent shall promptly notify each Revolving Lender of the amount of such unreimbursed payment and the accrued interest thereon and each such Revolving Lender, on the next Business Day prior to 3:00 p.m. (New York time)Day, shall deliver to Administrative Agent an amount equal to its Pro Rata Share thereof Percentage of the aggregate Revolving Loan Commitments in same day funds. Each Revolving Lender hereby absolutely and unconditionally agrees to pay to the L/C Issuer each Issuing Lender upon demand by the L/C Issuer such Revolving Issuing Lender such Lender’s Pro Rata Share Percentage of each payment made by the L/C Issuer such Issuing Lender in respect of a Letter of Credit and not immediately reimbursed by Borrower or satisfied through a debit of the Borrower’s account. Each Revolving Lender acknowledges and agrees that its obligations to acquire participations pursuant to this subsection Section 2.1.1(d)(ii) in respect of Letters of Credit and to make the payments to each Issuing Lender required by the preceding sentence are absolute and unconditional and shall not be affected by any circumstance whatsoever, including setoff, counterclaim, the occurrence and continuance of a Default or an Event of Default or any failure by the Borrower to satisfy any of the conditions set forth in Section 7.25.3. If any Revolving Lender fails to make available to the L/C Issuer an Issuing Lender the amount of such Revolving Lender’s Pro Rata Share Percentage of any payments made by the L/C Issuer such Issuing Lender in respect of a Letter of Credit as provided in this Section 1.1(d)(ii2.1.1(d)(ii), the L/C Issuer 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 entitled to recover such amount on demand from such Revolving Lender together with interest at the Index Base Rate.

Reimbursement. The Borrower shall be irrevocably and unconditionally obligated forthwith without presentment, demand, protest or other formalities of any kind, hereby agrees to reimburse any L/C Issuer on demand the Issuing Lender by making payment to the Administrative Agent, for the account of the Issuing Lender, in immediately available funds funds, for any amounts 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 L/C Issuer 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 respect to a prompt notice of any payment or disbursement made under any Letter of Credit, including all reimbursement paymentsalthough the failure to give, reasonable feesor any delay in giving, Chargesany such notice shall not release, and reasonable costs and expenses paid by such L/C Issuer. Borrower hereby authorizes and directs Agent, at Agent’s option, to debit diminish or otherwise affect the Borrower’s account (by increasing the outstanding principal balance of the Revolving Credit Advances or Swing Line Advances) in the amount of any payment made by an L/C Issuer with respect to any Letter of Credit. All amounts paid by an L/C Issuer with respect to any Letter of Credit that are not repaid by Borrower on such Business Day with the proceeds of a Revolving Credit Advance, Swing Line Advance or otherwise shall bear interest payable upon demand at the interest rate applicable to Revolving Loans which are Index Rate Loans plus, at the election of Requisite Revolving Lenders, an additional two percent (2.00%) per annum. Each Revolving Lender agrees to fund its Pro Rata Share of any Revolving Loan made pursuant to obligations under this Section 1.1(d)(ii)3.4 or any other provision of this Agreement. In the event The Administrative Agent elects not to debit Borrower’s account and Borrower fails to reimburse the L/C Issuer in full on the date of any payment in respect of a Letter of Credit, Agent shall will promptly notify each Revolving Lender of the amount of such unreimbursed payment and the accrued interest thereon and each Revolving Lender, on the next Business Day prior to 3:00 p.m. (New York time), shall deliver to Agent an amount equal to its Pro Rata Share thereof in same day funds. Each Revolving Lender hereby absolutely and unconditionally agrees to pay to the L/C Issuer upon demand Issuing Lender any such amounts received by the L/C Issuer such Revolving Lender’s Pro Rata Share of each payment made by the L/C Issuer in respect of a Letter of Credit and not immediately reimbursed by Borrower or satisfied through a debit of Borrower’s account. Each Revolving Lender acknowledges and agrees that its obligations pursuant to this subsection in respect of Letters of Credit are absolute and unconditional and shall not be affected by any circumstance whatsoever, including setoff, counterclaim, the occurrence and continuance of a Default or an Event of Default or any failure by Borrower to satisfy any of the conditions set forth in Section 7.2. If any Revolving Lender fails to make available to the L/C Issuer the amount of such Revolving Lender’s Pro Rata Share of any payments made by the L/C Issuer in respect of a Letter of Credit as provided in it under this Section 1.1(d)(ii), the L/C Issuer shall be entitled to recover such amount on demand from such Revolving Lender together with interest at the Index Rate3.4.

Reimbursement. Borrower shall be irrevocably and unconditionally obligated forthwith without presentment, demand, protest or other formalities In the event of any kind, to reimburse drawing under any L/C Issuer on demand in immediately available funds for any amounts paid by such L/C Issuer with respect to a Letter of Credit, including all reimbursement paymentsthe Issuing Lender will promptly notify the Borrower and the Administrative Agent. The Borrower shall reimburse the Issuing Lender on the day of drawing under any Letter of Credit (either with the proceeds of an Advance 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 herein, reasonable feesthe unreimbursed amount of such drawing (such amount, Chargesthe “Unreimbursed Amount”) shall bear interest at 2% per annum plus the rate otherwise applicable to such Advance, and reasonable costs unless the Borrower shall immediately notify the Issuing Lender and expenses paid by such L/C Issuerthe Administrative Agent of its intent to otherwise reimburse the Issuing Lender, the Borrower shall be deemed to have requested an Advance in an amount equal to the Unreimbursed Amount as provided in Section 2.3(e), 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 hereby authorizes and directs may claim or have against the Issuing Lender, the Administrative Agent, at Agent’s optionthe Lenders, to debit Borrower’s account (by increasing the outstanding principal balance beneficiary of the Revolving Letter of Credit Advances drawn upon or Swing Line Advances) in any other Person, including without limitation any defense based on any failure of the amount Borrower to receive consideration or the legality, validity, regularity or unenforceability of any payment made by an L/C Issuer with respect to any the Letter of Credit. All amounts paid by an L/C Issuer with respect to any Letter The Issuing Lender will promptly notify the other Lenders of Credit that are not repaid by Borrower on such Business Day with the proceeds of a Revolving Credit Advance, Swing Line Advance or otherwise shall bear interest payable upon demand at the interest rate applicable to Revolving Loans which are Index Rate Loans plus, at the election of Requisite Revolving Lenders, an additional two percent (2.00%) per annum. Each Revolving Unreimbursed Amount and each Lender agrees to fund its Pro Rata Share of any Revolving Loan made pursuant to this Section 1.1(d)(ii). In the event Agent elects not to debit Borrower’s account and Borrower fails to reimburse the L/C Issuer in full on the date of any payment in respect of a Letter of Credit, Agent shall promptly notify each Revolving Lender of pay to the Issuing Lender, in Dollars and in immediately available funds, the amount of such unreimbursed payment and the accrued interest thereon and each Revolving Lender, on the next Business Day prior to 3:00 p.m. (New York time), shall deliver to Agent an amount equal to its Pro Rata Share thereof in same day funds. Each Revolving Lender hereby absolutely and unconditionally agrees to pay to the L/C Issuer upon demand by the L/C Issuer such Revolving Lender’s Pro Rata Share of each such unreimbursed drawing. Such payment shall be made on the day such notice is received by such Lender from the L/C Issuer Issuing Lender if such notice is received at or before 2:00 p.m. New York, New York time (1:00 p.m. Chicago, Illinois time), otherwise such payment shall be made at or before 12:00 Noon New York, New York time (11:00 a.m. Chicago, Illinois time) on the Business Day next succeeding the day such notice is received. If such Lender does not pay such amount to the Issuing Lender in respect full upon such request, such Lender shall, on demand, pay to the Administrative Agent for the account of the Issuing Lender interest on the unpaid amount during the period from the date of such drawing until such Lender pays such amount to the Issuing Lender in full at a Letter of Credit and not immediately reimbursed by Borrower or satisfied through a debit of Borrower’s accountrate per annum equal to the Prime Rate. Each Revolving Lender’s obligation to make such payment to the Issuing Lender, and the right of the Issuing Lender acknowledges and agrees that its obligations pursuant to this subsection in respect of Letters of Credit are receive the same, shall be absolute and unconditional and unconditional, shall not be affected by any circumstance whatsoever, including setoff, counterclaimwhatsoever and without regard to the termination of this Agreement or the Commitments hereunder, the occurrence and continuance existence of a Default Termination Event or an Unmatured Termination Event of Default or any failure by Borrower to satisfy any of the conditions set forth in Section 7.2. If any Revolving Lender fails to make available to the L/C Issuer the amount of such Revolving Lender’s Pro Rata Share of any payments made by the L/C Issuer in respect of a Letter of Credit as provided in this Section 1.1(d)(ii), the L/C Issuer and shall be entitled to recover such amount on demand from such Revolving Lender together with interest at the Index Ratemade without any offset, abatement, withholding or reduction whatsoever.

Reimbursement. In the event of any drawing under any Letter of ------------- Credit, the Issuing Bank will promptly notify the Borrower. Unless the Borrower shall immediately notify the Issuing Bank that the Borrower intends to otherwise reimburse the Issuing Bank for such drawing, the Borrower shall be irrevocably and unconditionally obligated forthwith without presentment, demand, protest or other formalities of any kind, deemed to reimburse any L/C Issuer on demand in immediately available funds for any amounts paid by such L/C Issuer with respect to a Letter of Credit, including all reimbursement payments, reasonable fees, Charges, and reasonable costs and expenses paid by such L/C Issuer. Borrower hereby authorizes and directs Agent, at Agent’s option, to debit Borrower’s account (by increasing the outstanding principal balance of have requested that the Revolving Credit Advances or Swing Line Advances) Lenders make a Revolving Loan in the amount of any payment made by an L/C Issuer with respect to any such drawing on such Letter of CreditCredit as provided in subsection (d) below, the proceeds of which Revolving Loan will be used to satisfy the related reimbursement obligations. All amounts paid by an L/C Issuer with respect The Borrower promises to reimburse the Issuing Bank on the day of drawing under any Letter of Credit that are not repaid by Borrower on such Business Day (either with the proceeds of a Revolving Credit Advance, Swing Line Advance Loan obtained hereunder or otherwise shall bear interest payable upon demand at the interest rate applicable to Revolving Loans which are Index Rate Loans plus, at the election of Requisite Revolving Lenders, an additional two percent (2.00%otherwise) per annum. Each Revolving Lender agrees to fund its Pro Rata Share of any Revolving Loan made pursuant to this Section 1.1(d)(ii). In the event Agent elects not to debit Borrower’s account and Borrower fails to reimburse the L/C Issuer in full on the date of any payment in respect of a Letter of Credit, Agent shall promptly notify each Revolving Lender of the amount of such unreimbursed payment and the accrued interest thereon and each Revolving Lender, on the next Business Day prior to 3:00 p.m. (New York time), shall deliver to Agent an amount equal to its Pro Rata Share thereof in same day funds. Each If the Borrower shall fail to reimburse the Issuing Bank as provided hereinabove, the unreimbursed amount of such drawing shall bear interest at a per annum rate equal to the Adjusted Base Rate plus three percent (3%). The Borrower's reimbursement obligations hereunder shall be absolute and unconditional under all circumstances (absent gross negligence or willful misconduct of the Issuing Bank), irrespective of any rights of setoff, counterclaim, recoupment or defense to payment the Borrower may claim or have against the Issuing Bank, the Administrative Agent, any 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 Borrower or any other Credit Party to receive consideration or the legality, validity, regularity or unenforceability of the Letter of Credit. The Issuing Bank will promptly notify the Administrative Agent (who will promptly notify the other Revolving Lenders) of the amount of any unreimbursed drawing and each Revolving Lender hereby absolutely and unconditionally agrees to shall promptly pay to the L/C Issuer upon demand by Administrative Agent for the L/C Issuer account of the Issuing Bank in Dollars and in immediately available funds, the amount of such Revolving Lender’s Pro Rata Share 's Revolving Commitment Percentage of each such unreimbursed drawing. Such payment shall be made on the day such notice is received by such Revolving Lender from the L/C Issuer Issuing Bank if such notice is received at or before 2:00 p.m. (Charlotte, North Carolina time) otherwise such payment shall be made at or before 12:00 Noon (Charlotte, North Carolina time) on the Business Day next succeeding the day such notice is received. If such Revolving Lender does not pay such amount to the Issuing Bank in respect full upon such request, such Revolving Lender shall, on demand, pay to the Administrative Agent for the account of the Issuing Bank interest on the unpaid amount during the period from the date of such drawing until such Revolving Lender pays such amount to the Issuing Bank in full at a Letter rate per annum equal to, if paid within two Business Days of Credit the date that such Revolving Lender is required to make payments of such amount pursuant to the preceding sentence, the Federal Funds Rate and not immediately reimbursed by Borrower or satisfied through thereafter at a debit of Borrower’s accountrate equal to the Base Rate. Each Revolving Lender acknowledges Lender's obligation to make such payment to the Issuing Bank, and agrees that its obligations pursuant the right of the Issuing Bank to this subsection in respect of Letters of Credit are receive the same, shall be absolute and unconditional and unconditional, shall not be affected by any circumstance whatsoever, including setoff, counterclaimwhatsoever and without regard to the termination of this Credit Agreement or the Commitments hereunder, the occurrence and continuance existence of a Default or an Event of Default or any failure by Borrower to satisfy any the acceleration of the conditions set forth in Section 7.2obligations of the Borrower hereunder and shall be made without any offset, abatement, withholding or reduction whatsoever. If any Simultaneously with the making of each such payment by a Revolving Lender fails to make available to the L/C Issuer Issuing Bank, such Revolving Lender shall, automatically and without any further action on the amount part of the Issuing Bank or such Revolving Lender’s Pro Rata Share , acquire a Participation Interest in the related unreimbursed drawing and in the interest thereon and in the related LOC Obligations in an amount equal to such payment (excluding the portion of any payments made by such payment constituting interest owing to the L/C Issuer in respect of a Letter of Credit as provided in this Section 1.1(d)(iiIssuing Bank), and shall have a claim against the L/C Issuer shall be entitled to recover such amount on demand from such Revolving Lender together Borrower with interest at the Index Raterespect thereto.

Reimbursement. Borrower shall be irrevocably and unconditionally obligated forthwith without presentment, demand, protest or other formalities In the event of any kind, to reimburse drawing under any L/C Issuer on demand in immediately available funds for any amounts paid by such L/C Issuer with respect to a Letter of Credit, including all reimbursement paymentsthe Issuing Lender will promptly notify the Borrower. Unless the Borrower shall immediately notify the Issuing Lender that the Borrower intends to otherwise reimburse the Issuing Lender for such drawing, reasonable fees, Charges, and reasonable costs and expenses paid by such L/C Issuer. the Borrower hereby authorizes and directs Agent, at Agent’s option, shall be deemed to debit Borrower’s account (by increasing have requested that the outstanding principal balance of the Lenders make a Revolving Credit Advances or Swing Line Advances) Loan in the amount of any payment made by an L/C Issuer with respect such drawing as provided in subsection (e) hereof, the proceeds of which will be used to any Letter satisfy the related reimbursement obligations. The Borrower promises to reimburse the Issuing Lender on the day of Credit. All amounts paid by an L/C Issuer with respect to drawing under any Letter of Credit that are not repaid by Borrower on such Business Day (either with the proceeds of a Revolving Credit Advance, Swing Line Advance Loan obtained hereunder or otherwise shall bear interest payable upon demand at the interest rate applicable to Revolving Loans which are Index Rate Loans plus, at the election of Requisite Revolving Lenders, an additional two percent (2.00%otherwise) per annum. Each Revolving Lender agrees to fund its Pro Rata Share of any Revolving Loan made pursuant to this Section 1.1(d)(ii). In the event Agent elects not to debit Borrower’s account and Borrower fails to reimburse the L/C Issuer in full on the date of any payment in respect of a Letter of Credit, Agent shall promptly notify each Revolving Lender of the amount of such unreimbursed payment and the accrued interest thereon and each Revolving Lender, on the next Business Day prior to 3:00 p.m. (New York time), shall deliver to Agent an amount equal to its Pro Rata Share thereof in same day funds. Each 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 Lender hereby absolutely 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 (i) the Applicable Percentage and unconditionally agrees (ii) two percent (2%). The Borrower's reimbursement obligations hereunder shall be absolute and unconditional under all circumstances irrespective of any rights of setoff, counterclaim or defense to payment the Borrower may claim or have against the Issuing Lender, 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, but excluding any defense based upon the gross negligence or willful misconduct of the Issuing Lender. The Issuing Lender will promptly notify the other Lenders of the amount of any unreimbursed drawing and each Lender shall promptly pay to the L/C Issuer Administrative Agent for the account of the Issuing Lender in Dollars and in immediately available funds, the amount of such Lender's pro rata share of such unreimbursed drawing. Such payment shall be made on the day such notice is received by such Lender from the Issuing Lender if such notice is received at or before 2:00 P.M. (Atlanta, Georgia time) otherwise such payment shall be made at or before 12:00 Noon (Atlanta, Georgia time) on the Business Day next succeeding the day such notice is received. If such Lender does not pay such amount to the Issuing Lender in full upon demand by such request, such Lender shall, on demand, pay to the L/C Issuer Administrative Agent for the account of the Issuing Lender interest on the unpaid amount during the period from the date of such Revolving Lender’s Pro Rata Share drawing until such Lender pays such amount to the Issuing Lender in full at a rate per annum equal to, if paid within two (2) Business Days of each payment made by the L/C Issuer in respect date that such Lender is required to make payments of such amount pursuant to the preceding sentence, the Federal Funds Rate and thereafter at a Letter of Credit and not immediately reimbursed by Borrower or satisfied through a debit of Borrower’s accountrate equal to the Base Rate. Each Revolving Lender's obligation to make such payment to the Issuing Lender, and the right of the Issuing Lender acknowledges and agrees that its obligations pursuant to this subsection in respect of Letters of Credit are receive the same, shall be absolute and unconditional and unconditional, shall not be affected by any circumstance whatsoever, including setoff, counterclaimwhatsoever and without regard to the termination of this Credit Agreement or the Commitments hereunder, the occurrence and continuance existence of a Default or an Event of Default or any failure by Borrower to satisfy any the acceleration of the conditions set forth in Section 7.2obligations of the Borrower hereunder and shall be made without any offset, abatement, withholding or reduction whatsoever. If any Revolving Simultaneously with the making of each such payment by a Lender fails to make available to the L/C Issuer 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 Revolving payment constituting interest owing to the Issuing Lender’s Pro Rata Share ) in the related unreimbursed drawing portion of any payments made by the L/C Issuer LOC Obligation and in the interest thereon and in the related LOC Documents, and shall have a claim against the Borrower with respect of a Letter of Credit as provided in this Section 1.1(d)(ii), the L/C Issuer shall be entitled to recover such amount on demand from such Revolving Lender together with interest at the Index Ratethereto.

Reimbursement. Borrower shall be irrevocably and unconditionally obligated forthwith without presentment, demand, protest or other formalities of any kind, to reimburse any L/C Issuer Issuing Lender on demand in immediately available funds for any amounts paid by such L/C Issuer Issuing Lender with respect to a Letter of CreditCredit issued for the account of Borrower, including all reimbursement payments, reasonable fees, Chargescharges, and reasonable costs and expenses paid by such L/C Xxxxxx, as Issuing Lender, to any bank that issues Letters of Credit for the account of Borrower under a risk participation agreement (a “Bank Line Issuer”). Borrower hereby authorizes and directs Agent, at Agent’s option, to debit Borrower’s account (by increasing the outstanding principal balance of the Revolving Credit Advances or Swing Line AdvancesLoan) in the amount of any payment made by an L/C Issuer Issuing Lender with respect to any Letter of CreditCredit issued for the account of Borrower. All amounts paid by an L/C Issuer Issuing Lender with respect to any Letter of Credit that are not immediately repaid by Borrower on such Business Day with the proceeds of a Revolving Credit Advance, Swing Line Advance or otherwise shall bear interest payable upon demand at the interest rate applicable to Revolving Loans which are Index Rate Loans plus, at the election of Requisite Revolving Lenders, an additional two percent (2.00%) per annumBase Rate. Each Revolving Lender agrees to fund its Pro Rata Share of any Revolving Loan made pursuant to this Section 1.1(d)(iisubsection 1.1(B)(2). In the event Agent elects not to debit Borrower’s account and Borrower fails to reimburse the L/C Issuer an Issuing Lender in full on the date of any payment in respect of a Letter of CreditCredit issued for the account of Borrower, Agent shall promptly notify each Revolving Lender of the amount of such unreimbursed payment and the accrued interest thereon and each Revolving such Lender, on the next Business Day prior to 3:00 p.m. (New York time)Day, shall deliver to Agent an amount equal to its Pro Rata Share thereof in same day funds. Each Revolving Lender hereby absolutely and unconditionally agrees to pay to the L/C Issuer each Issuing Lender upon demand by the L/C Issuer such Revolving Issuing Lender such Lender’s Pro Rata Share of each payment made by the L/C Issuer such Issuing Lender in respect of a Letter of Credit and not immediately reimbursed by Borrower or satisfied through a debit of Borrower’s account. Each Revolving Lender acknowledges and agrees that its obligations to acquire participations pursuant to this subsection 1.1(B)(2) in respect of Letters of Credit and to make the payments to each Issuing Lender required by the preceding sentence are absolute and unconditional and shall not be affected by any circumstance whatsoever, including setoff, counterclaim, the occurrence and continuance of a Default or an Event of Default or any failure by Borrower to satisfy any of the conditions set forth in Section subsection 7.2. If any Revolving Lender fails to make available to the L/C Issuer an Issuing Lender the amount of such Revolving Lender’s Pro Rata Share of any payments made by the L/C Issuer such Issuing Lender in respect of a Letter of Credit as provided in this Section 1.1(d)(iisubsection 1.1(B)(2), the L/C Issuer such Issuing Lender shall be entitled to recover such amount on demand from such Revolving Lender together with interest at the Index Base Rate.

Reimbursement. Borrower shall be irrevocably and unconditionally obligated forthwith without presentment, demand, protest or other formalities In the event of any kind, to reimburse request for a drawing or any L/C Issuer on demand in immediately available funds for drawing under any amounts paid by such L/C Issuer with respect to a Letter of Credit, including all reimbursement paymentsthe applicable Issuing Lender will promptly notify the Borrower as to the amount to be paid as a result of such drawing and the date such payment is to be made by the applicable Issuing Lender (the “Payment Date”). If the Commitments remain in effect on the Payment Date, reasonable feesthe Borrower shall, Chargesunless the Borrower otherwise instructs the Agent by not less than one Business Day’s prior notice, and reasonable costs and expenses paid by such L/C Issuer. Borrower hereby authorizes and directs Agent, be deemed to have requested a Revolving Loan at Agent’s option, to debit Borrower’s account (by increasing the outstanding principal balance of the Revolving Credit Advances or Swing Line Advances) Base Rate in the amount of any payment made by an L/C Issuer with respect the drawing as provided in subsection (e) hereof, the proceeds of which will be used to any Letter of Creditsatisfy the reimbursement obligations. All amounts paid by an L/C Issuer with respect to any Letter of Credit that are not repaid by The Borrower shall reimburse the applicable Issuing Lender on such Business Day the Payment Date either with the proceeds of a Revolving Credit Advance, Swing Line Advance 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 payable upon demand at a per annum rate equal to the interest rate applicable to Revolving Loans which are Index Base Rate Loans plus, at the election of Requisite Revolving Lenders, an additional plus two percent (2.002%) per annum. Each Revolving Lender agrees to fund its Pro Rata Share of any Revolving Loan made pursuant to this Section 1.1(d)(ii). In the event Agent elects not to debit The Borrower’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 and party or the Borrower fails may claim or have against the Issuing Lenders, the 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 applicable account party or the Borrower to reimburse receive consideration or the L/C Issuer in full on legality, validity, regularity or unenforceability of the date of any payment in respect of a Letter of Credit, Agent shall . The applicable Issuing Lender will promptly notify each Revolving Lender the Lenders of the amount of such any unreimbursed payment and the accrued interest thereon drawing and each Revolving Lender, on the next Business Day prior to 3:00 p.m. (New York time), Lender shall deliver to Agent an amount equal to its Pro Rata Share thereof in same day funds. Each Revolving Lender hereby absolutely and unconditionally agrees to promptly pay to the L/C Issuer upon demand by Agent for the L/C Issuer account of the applicable Issuing Lender, in Dollars and in immediately available funds, the amount of such Revolving Lender’s Pro Rata Share Commitment Percentage of each such unreimbursed drawing. Such payment shall be made on the day such notice is received by such Lender from the L/C Issuer 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 day such notice is received. If such Lender does not pay such amount to the applicable Issuing Lender in respect full upon such request, such Lender shall, on demand, pay to the Agent for the account of the applicable Issuing Lender interest on the unpaid amount during the period from the date the Lender received the notice regarding the unreimbursed drawing until such Lender pays such amount to the applicable Issuing Lender in full at a Letter rate per annum equal to, if paid within two Business Days of Credit the date of drawing, the Federal Funds Rate and not immediately reimbursed by Borrower or satisfied through thereafter at a debit of Borrower’s accountrate equal to the Base Rate. Each Revolving Lender’s obligation to make such payment to the applicable Issuing Lender, and the right of the applicable Issuing Lender acknowledges and agrees that its obligations pursuant to this subsection in respect of Letters of Credit are receive the same, shall be absolute and unconditional and unconditional, shall not be affected by any circumstance whatsoever, including setoff, counterclaimwhatsoever and without regard to the termination of this Credit Agreement or the Commitments hereunder, the occurrence and continuance existence of a Default or an Event of Default or any failure by Borrower to satisfy any the acceleration of the conditions set forth in Section 7.2obligations hereunder and shall 26 Spectra Energy Partners OLP, LP Credit Agreement be made without any offset, abatement, withholding or reduction whatsoever. If any Revolving Simultaneously with the making of each such payment by a Lender fails to make available to the L/C Issuer 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 Revolving payment constituting interest owing to the applicable Issuing Lender’s Pro Rata Share ) in the related unreimbursed drawing portion of any payments made by the L/C Issuer LOC Obligation and in the interest thereon and in the related LOC Documents, and shall have a claim against the Borrower with respect of a Letter of Credit as provided in this Section 1.1(d)(ii), the L/C Issuer shall be entitled to recover such amount on demand from such Revolving Lender together with interest at the Index Ratethereto.

Reimbursement. Borrower shall be irrevocably and unconditionally obligated forthwith without presentment, demand, protest or other formalities In the event of any kind, to reimburse drawing under any L/C Issuer on demand in immediately available funds for any amounts paid by such L/C Issuer with respect to a Letter of Credit, including all reimbursement payments, reasonable fees, Charges, the Issuing Lender will promptly notify the Borrower and reasonable costs and expenses paid by such L/C Issuerthe Administrative Agent. The Borrower hereby authorizes and directs Agent, at Agent’s option, to debit Borrower’s account (by increasing shall reimburse the outstanding principal balance Issuing Lender on the day of the Revolving Credit Advances or Swing Line Advances) in the amount of any payment made by an L/C Issuer with respect to any Letter of Credit. All amounts paid by an L/C Issuer with respect to drawing under any Letter of Credit that are not repaid by Borrower on such Business Day (either with the proceeds of a Swingline Loan or Revolving Credit AdvanceLoan 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 herein, Swing Line Advance or otherwise the unreimbursed amount of such drawing shall bear interest payable upon demand at a per annum rate equal to the interest rate applicable Alternate Base Rate plus the Applicable Percentage. Unless the Borrower shall immediately notify the Issuing Lender and the Administrative Agent of its intent to otherwise reimburse the Issuing Lender, the Borrower shall be deemed to have requested a Swingline Loan, or if and to the extent Swingline Loans shall not be available, a Revolving Loans Loan in the amount of the drawing as provided in subsection (e) below, the proceeds of which are Index Rate Loans pluswill 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, at counterclaim or defense to payment the election of Requisite Revolving Borrower may claim or have against the Issuing Lender, the Administrative Agent, the Lenders, an additional two percent (2.00%) per annum. Each Revolving Lender agrees 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 fund its Pro Rata Share receive consideration or the legality, validity, regularity or unenforceability of any Revolving Loan made pursuant to this Section 1.1(d)(ii). In the event Agent elects not to debit Borrower’s account and Borrower fails to reimburse the L/C Issuer in full on the date of any payment in respect of a Letter of Credit, Agent shall . The Issuing Lender will promptly notify each Revolving Lender the other Lenders of the amount of any unreimbursed drawing and each Lender shall promptly pay to the Administrative Agent for the account of the Issuing Lender in Dollars and in immediately available funds, the amount of such Lender's LOC Commitment Percentage of such unreimbursed drawing, unless the Issuing Lender acted with gross negligence or willful misconduct in issuing such Letter of Credit. Such payment and the accrued interest thereon and each Revolving Lender, shall be made on the next Business Day prior to 3:00 p.m. day such notice is received by such Lender from the Issuing Lender if such notice is received at or before 2:00 P.M. (New York Charlotte, North Carolina time), otherwise such payment shall deliver be made at or before 12:00 Noon (Charlotte, North Carolina time) on the Business Day next succeeding the day such notice is received. If such Lender does not pay such amount to Agent an amount equal to its Pro Rata Share thereof the Issuing Lender in same day funds. Each Revolving full upon such request, such Lender hereby absolutely and unconditionally agrees to shall, on demand, pay to the L/C Issuer upon demand by Administrative Agent for the L/C Issuer account of the Issuing Lender interest on the unpaid amount during the period from the date of such Revolving Lender’s Pro Rata Share drawing until such Lender pays such amount to the Issuing Lender in full at a rate per annum equal to, if paid within two (2) Business Days of each payment made by the L/C Issuer in respect date of drawing, the Federal Funds Effective Rate and thereafter at a Letter of Credit and not immediately reimbursed by Borrower or satisfied through a debit of Borrower’s accountrate equal to the Alternate Base Rate. Each Revolving Lender's obligation to make such payment to the Issuing Lender, and the right of the Issuing Lender acknowledges and agrees that its obligations pursuant to this subsection in respect of Letters of Credit are receive the same, shall be absolute and unconditional and unconditional, shall not be affected by any circumstance whatsoever, including setoff, counterclaimwhatsoever and without regard to the termination of this Agreement or the Commitments hereunder, the occurrence and continuance existence of a Default or an Event of Default or any failure by Borrower to satisfy any the acceleration of the conditions set forth in Section 7.2. If any Revolving Lender fails to make available to the L/C Issuer the amount of such Revolving Lender’s Pro Rata Share of any payments made by the L/C Issuer in respect of a Letter of Credit as provided in this Section 1.1(d)(ii), the L/C Issuer Party Obligations hereunder and shall be entitled to recover such amount on demand from such Revolving Lender together with interest at the Index Ratemade without any offset, abatement, withholding or reduction whatsoever.

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

Reimbursement. Borrower shall be irrevocably and unconditionally obligated forthwith without presentment, demand, protest or other formalities In the event of any kind, to reimburse drawing under any L/C Issuer on demand in immediately available funds for any amounts paid by such L/C Issuer with respect to a Letter of Credit, including all reimbursement paymentsthe applicable Issuing Lender will promptly notify the Borrower and the Agent. Unless the Borrower shall promptly notify the Agent and the applicable Issuing Lender that the Borrower intends to otherwise reimburse the applicable Issuing Lender for such drawing, reasonable fees, Charges, and reasonable costs and expenses paid by such L/C Issuer. the Borrower hereby authorizes and directs Agent, at Agent’s option, shall be deemed to debit Borrower’s account (by increasing the outstanding principal balance of have requested that the Revolving Credit Advances or Swing Line Advances) Lenders make a Revolving Loan in the amount of any payment such drawing as provided in subsection (e) below, the proceeds of which will be used to satisfy the related reimbursement obligations. The Borrower promises to reimburse the applicable Issuing Lender (such reimbursement to made by an L/C Issuer with respect to any Letter the Agent for the account of Credit. All amounts paid by an L/C Issuer with respect to the applicable Issuing Lender) for each drawing under any Letter of Credit that are not repaid by Borrower on such Business Day (either with the proceeds of a Revolving Credit Advance, Swing Line Advance Loan obtained hereunder or otherwise otherwise) in same day funds (i) if it shall bear interest payable upon demand at the interest rate applicable to Revolving Loans which are Index Rate Loans plus, at the election of Requisite Revolving Lenders, an additional two percent (2.00%) per annum. Each Revolving Lender agrees to fund its Pro Rata Share of any Revolving Loan made pursuant to this Section 1.1(d)(ii). In the event Agent elects not to debit Borrower’s account and Borrower fails to reimburse the L/C Issuer in full on the date of any payment in respect of a Letter of Credit, Agent shall promptly notify each Revolving Lender of the amount receive notice of such unreimbursed payment drawing from the applicable Issuing Lender prior to 1:00 P.M. (Charlotte, North Carolina time) on any Business Day, on such Business Day and the accrued interest thereon and each Revolving Lender(ii) if it shall receive such notice after 1:00 P.M. (Charlotte, North Carolina time) on any day, on the next Business Day prior after it shall receive such notice. The unreimbursed amount of any drawing shall bear interest from the date of such drawing through the date upon which reimbursement thereof is required as provided above at the Federal Funds Rate. If the Borrower shall fail to 3:00 p.m. (New York time)reimburse the applicable Issuing Lender as provided hereinabove, the unreimbursed amount of such drawing shall deliver to Agent an amount thereafter bear interest at a per annum rate equal to its Pro Rata Share thereof the Adjusted Base Rate plus 2%. The Borrower’s reimbursement obligations hereunder shall be absolute and unconditional under all circumstances irrespective of any rights of setoff, counterclaim or defense to payment the Borrower may claim or have against the applicable Issuing Lender, the 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. The applicable Issuing Lender will promptly notify the Agent, who shall, in same day funds. Each turn, promptly notify the other Revolving Lenders of the amount of any unreimbursed drawing and each Revolving Lender hereby absolutely and unconditionally agrees to shall promptly pay to the L/C Issuer upon demand by Agent for the L/C Issuer account of the applicable Issuing Lender in Dollars and in immediately available funds, the amount of such Revolving Lender’s Pro Rata Share pro rata share of each such unreimbursed drawing. Such payment shall be made on the day such notice is received by such Revolving Lender from the L/C Issuer Agent if such notice is received at or before 2:00 P.M. (Charlotte, North Carolina time), and otherwise such payment shall be made at or before 12:00 Noon (Charlotte, North Carolina time) on the Business Day next succeeding the day such notice is received. If such Revolving Lender does not pay such amount to the Agent for the account of the applicable Issuing Lender in respect full upon such request, such Revolving Lender shall, on demand, pay to the Agent for the account of 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 Agent for the account of the applicable Issuing Lender in full at a Letter rate per annum equal to, if paid within two (2) Business Days of Credit the date that such Revolving Lender is required to make payments of such amount pursuant to the preceding sentence, the Federal Funds Rate and not immediately reimbursed by Borrower or satisfied through thereafter at a debit of Borrower’s accountrate equal to the Base Rate. Each Revolving Lender’s obligation to make such payment to the applicable Issuing Lender, and the right of the applicable Issuing Lender acknowledges and agrees that its obligations pursuant to this subsection in respect of Letters of Credit are receive the same, shall be absolute and unconditional and unconditional, shall not be affected by any circumstance whatsoever, including setoff, counterclaimwhatsoever and without regard to the termination of this Credit Agreement or the Commitments hereunder, the occurrence and continuance existence of a Default or an Event of Default or any failure by Borrower to satisfy any the acceleration of the conditions set forth in Section 7.2obligations of the Borrower hereunder and shall be made without any offset, abatement, withholding or reduction whatsoever. If any Simultaneously with the making of each such payment by a Revolving Lender fails to make available to the L/C Issuer Agent for the amount account of the applicable Issuing Lender, such Revolving Lender shall, automatically and without any further action on the part of the Agent, the applicable Issuing Lender or such Revolving Lender’s Pro Rata Share , acquire a Participation Interest in an amount equal to such payment (excluding the portion of any payments made by such payment constituting interest owing to the L/C Issuer applicable 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 with respect of a Letter of Credit as provided in this Section 1.1(d)(ii), the L/C Issuer shall be entitled to recover such amount on demand from such Revolving Lender together with interest at the Index Ratethereto.

Reimbursement. Borrower shall be irrevocably and unconditionally obligated forthwith without presentment, demand, protest or other formalities In the event of any kind, to reimburse drawing under any L/C Issuer on demand in immediately available funds for any amounts paid by such L/C Issuer with respect to a Letter of Credit, including all reimbursement payments, reasonable fees, Charges, the Issuing Lender will promptly notify the Borrowers and reasonable costs and expenses paid by such L/C Issuerthe Administrative Agent. Borrower hereby authorizes and directs Agent, at Agent’s option, to debit Borrower’s account (by increasing The Borrowers shall reimburse the outstanding principal balance Issuing Lender on the day of the Revolving Credit Advances or Swing Line Advances) in the amount of any payment made by an L/C Issuer with respect to any Letter of Credit. All amounts paid by an L/C Issuer with respect to drawing under any Letter of Credit that are not repaid by Borrower on such Business Day (with the proceeds of a Swingline Loan or a Revolving Credit AdvanceLoan 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 herein, Swing Line Advance or otherwise the unreimbursed amount of such drawing shall bear interest payable upon demand at the interest rate applicable Default Rate. Unless the Borrowers shall immediately notify the Issuing Lender and the Administrative Agent of its intent to otherwise reimburse the Issuing Lender, the Borrowers shall be deemed to have requested a Revolving Loans Loan in the amount of the drawing as provided in subsection (e) hereof, the proceeds of which are Index Rate Loans pluswill be used to satisfy the reimbursement obligations. The Borrowers' reimbursement obligations hereunder shall be absolute and unconditional under all circumstances irrespective of any rights of set-off, at counterclaim or defense to payment the election of Requisite Revolving Borrowers may claim or have against the Issuing Lender, the Administrative Agent, the Lenders, an additional two percent the beneficiary of the Letter of Credit drawn upon or any other Person, including without limitation any defense based on any failure of the Borrowers to receive consideration or the legality, validity, regularity or unenforceability of the Letter of Credit; provided, however, that the Borrowers (2.00%or any other Credit Party) per annum. Each Revolving Lender agrees to fund its Pro Rata Share of any Revolving Loan made pursuant to this Section 1.1(d)(ii). In the event Agent elects shall not to debit Borrower’s account and Borrower fails be obligated to reimburse the L/C Issuer in full on the date of Issuing Lender or other Lender for any payment in respect of a Letter of Credit, Agent shall or indemnify the Issuing Lender or other Lender for any wrongful dishonor or any other matter to the extent resulting from acts or omissions constituting gross negligence or willful misconduct by the Issuing Lender or such other Lender. The Issuing Lender will promptly notify each Revolving Lender the other Lenders of the amount of any unreimbursed drawing and each Lender shall promptly pay to the Administrative Agent for the account of the Issuing Lender in Dollars and in immediately available funds, the amount of such Lender's LOC Commitment Percentage of such unreimbursed drawing; provided, however, that such Lender shall not be obligated to reimburse the Issuing Lender or other Lender for any payment and or indemnify the accrued interest thereon and each Revolving Issuing Lender or other Lender for any wrongful dishonor or any other matter to the extent resulting from acts or omissions constituting gross negligence or willful misconduct by such Issuing Lender or any other Lender, . Such payment shall be made on the next Business Day prior to 3:00 p.m. day such notice is received by such Lender from the Issuing Lender if such notice is received at or before 2:00 P.M. (New York Charlotte, North Carolina time), otherwise such payment shall deliver be made at or before 12:00 Noon (Charlotte, North Carolina time) on the Business Day next succeeding the day such notice is received. If such Lender does not pay such amount to Agent an amount equal to its Pro Rata Share thereof the Issuing Lender in same day funds. Each Revolving full upon such request, such Lender hereby absolutely and unconditionally agrees to shall, on demand, pay to the L/C Issuer upon demand by Administrative Agent for the L/C Issuer account of the Issuing Lender interest on the unpaid amount during the period from the date of such Revolving Lender’s Pro Rata Share drawing until such Lender pays such amount to the Issuing Lender in full at a rate per annum equal to, if paid within two (2) Business Days of each payment made by the L/C Issuer in respect date of drawing, the Federal Funds Effective Rate and thereafter at a Letter of Credit and not immediately reimbursed by Borrower or satisfied through a debit of Borrower’s accountrate equal to the Alternate Base Rate. Each Revolving Lender's obligation to make such payment to the Issuing Lender, and the right of the Issuing Lender acknowledges and agrees that its obligations pursuant to this subsection in respect of Letters of Credit are receive the same, shall be absolute and unconditional and unconditional, shall not be affected by any circumstance whatsoever, including setoff, counterclaimwhatsoever and without regard to the termination of this Agreement or the Commitments hereunder, the occurrence and continuance existence of a Default or an Event of Default or any failure by Borrower to satisfy any the acceleration of the conditions set forth in Section 7.2. If any Revolving Lender fails to make available to the L/C Issuer the amount of such Revolving Lender’s Pro Rata Share of any payments made by the L/C Issuer in respect of a Letter of Credit as provided in this Section 1.1(d)(ii), the L/C Issuer Party Obligations hereunder and shall be entitled to recover such amount on demand from such Revolving Lender together with interest at the Index Ratemade without any offset, abatement, withholding or reduction whatsoever.

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

Reimbursement. Borrower shall be irrevocably and unconditionally obligated forthwith without presentment, demand, protest or other formalities In the event of any kind, to reimburse drawing under any L/C Issuer on demand in immediately available funds for any amounts paid by such L/C Issuer with respect to a Letter of Credit, including all reimbursement paymentsthe Issuing Bank shall promptly notify the applicable Borrower. Unless such Borrower shall immediately notify the Issuing Bank that such Borrower intends to otherwise reimburse the Issuing Bank for such drawing, reasonable fees, Charges, and reasonable costs and expenses paid by such L/C Issuer. Borrower hereby authorizes and directs Agent, at Agent’s option, shall be deemed to debit Borrower’s account (by increasing the outstanding principal balance of have requested that the Revolving Credit Advances or Swing Line Advances) Loan Lenders make a Revolving Loan in the amount of any payment made by an L/C Issuer with respect to any the drawing as provided in Section 2.2.E. below on the related Letter of Credit, the proceeds of which shall be used to satisfy the related reimbursement obligations. All amounts paid by an L/C Issuer with respect Such Borrower promises to reimburse the Issuing Bank on the day of drawing under any Letter of Credit that are not repaid by Borrower on such Business Day (either with the proceeds of a Revolving Credit Advance, Swing Line Advance Loan obtained hereunder or otherwise shall bear interest payable upon demand at the interest rate applicable to Revolving Loans which are Index Rate Loans plus, at the election of Requisite Revolving Lenders, an additional two percent (2.00%otherwise) per annum. Each Revolving Lender agrees to fund its Pro Rata Share of any Revolving Loan made pursuant to this Section 1.1(d)(ii). In the event Agent elects not to debit Borrower’s account and Borrower fails to reimburse the L/C Issuer in full on the date of any payment in respect of a Letter of Credit, Agent shall promptly notify each Revolving Lender of the amount of such unreimbursed payment and the accrued interest thereon and each Revolving Lender, on the next Business Day prior to 3:00 p.m. (New York time), shall deliver to Agent an amount equal to its Pro Rata Share thereof in same day funds. Each If such Borrower shall fail to reimburse the Issuing Bank as provided hereinabove, the unreimbursed amount of such drawing shall bear interest at a per annum rate equal to 2.00% per annum in excess of the interest rate otherwise payable under this Agreement for Base Rate Loans. The Borrowers’ reimbursement obligations hereunder shall be absolute and unconditional under all circumstances irrespective of any rights of setoff, counterclaim or defense to payment any Borrower may claim or have against the Issuing Bank, any other Secured Party, the beneficiary of the Letter of Credit drawn upon or any other Person, including any defense based on any failure of any Borrower or any other member of the Borrower Group to receive consideration or the legality, validity, regularity or unenforceability of the Letter of Credit. The Issuing Bank will promptly notify the other Revolving Loan Lenders of the amount of any unreimbursed drawing and each Lender hereby absolutely and unconditionally agrees to shall promptly pay to the L/C Issuer upon demand by Administrative Agent for the L/C Issuer account of the Issuing Bank, in Dollars and in immediately available funds, the amount of such Revolving Loan Lender’s Pro Rata Share of each such unreimbursed drawing (after giving effect to the second to last sentence of Section 2.2.C). Such payment shall be made on the day such notice is received by such Revolving Loan Lender from the L/C Issuer Issuing Bank if such notice is received at or before 11:00 A.M. (New York City time), and otherwise such payment shall be made at or before 11:00 A.M. (New York City time) on the Business Day next succeeding the day such notice is received. If such Revolving Loan Lender does not pay such amount to the Issuing Bank in respect full upon such request, such Lender shall, on demand, pay to the Administrative Agent for the account of the Issuing Bank interest on the unpaid amount during the period from the date of such drawing until such Lender pays such amount to the Issuing Bank in full at a Letter rate per annum equal to, if paid within three Business Days of Credit and not immediately reimbursed by Borrower or satisfied through the date that such Revolving Loan Lender is required to make payments of such amount pursuant to the preceding sentence, the Federal Funds Effective Rate and, thereafter, at a debit of Borrower’s accountrate equal to the interest rate otherwise payable under this Agreement for Base Rate Loans. Each Revolving Lender acknowledges Loan Lender’s obligation to make such payment to the Issuing Bank, and agrees that its obligations pursuant the right of the Issuing Bank to this subsection in respect of Letters of Credit are receive the same, shall be absolute and unconditional and unconditional, shall not be affected by any circumstance whatsoever, including setoff, counterclaimwhatsoever and shall be without regard to the termination of this Agreement or the Commitments hereunder, the occurrence and continuance existence of a Default or an Potential Event of Default or any failure by Borrower to satisfy any Event of Default or the acceleration of the conditions set forth in Section 7.2obligations of any Borrower hereunder and shall be made without any offset, abatement, withholding or reduction whatsoever. If any Simultaneously with the making of each such payment by a Revolving Loan Lender fails to make available to the L/C Issuer Issuing Bank, such Revolving Loan Lender shall, automatically and without any further action on the part of the Issuing Bank or such Revolving Loan Lender, acquire a participation interest in an amount equal to such payment (excluding the portion of such Revolving Lender’s Pro Rata Share payment constituting interest owing to the Issuing Bank) in the related unreimbursed drawing portion of any payments made by the L/C Issuer in respect of a Letter of Credit as provided Obligation and in this Section 1.1(d)(ii)the interest thereon and in the related LOC Documents, and shall have a claim against the L/C Issuer shall be entitled to recover such amount on demand from such Revolving Lender together applicable Borrower with interest at the Index Raterespect thereto.

Reimbursement. Borrower shall be irrevocably and unconditionally obligated forthwith without presentment, demand, protest or other formalities In the event of any kind, to reimburse request for a drawing or any L/C Issuer on demand in immediately available funds for drawing under any amounts paid by such L/C Issuer with respect to a Letter of Credit, including all reimbursement paymentsthe Issuing Lender will promptly notify the Borrowers as to the amount to be paid as a result of such drawing and the date such payment is to be made by the Issuing Lender (the "Payment Date"). If the Commitments remain in effect on the Payment Date, reasonable feesthe Borrowers shall, Chargesunless the Borrowers otherwise instruct the Agent by not less than one Business Day's prior notice, and reasonable costs and expenses paid by such L/C Issuer. Borrower hereby authorizes and directs Agent, be deemed to have requested a Loan at Agent’s option, to debit Borrower’s account (by increasing the outstanding principal balance of the Revolving Credit Advances or Swing Line Advances) Base Rate in the amount of any payment made by an L/C Issuer with respect the drawing as provided in subsection (e) hereof, the proceeds of which will be used to any Letter of Creditsatisfy the reimbursement obligations. All amounts paid by an L/C Issuer with respect to any Letter of Credit that are not repaid by Borrower The Borrowers shall reimburse the Issuing Lender on such Business Day the Payment Date either with the proceeds of a Revolving Credit Advance, Swing Line Advance 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 payable upon demand at a per annum rate equal to the interest rate applicable to Revolving Loans which are Index Base Rate Loans plus, at the election of Requisite Revolving Lenders, an additional plus two percent (2.002%) per annum. Each Revolving Lender agrees to fund its Pro Rata Share of any Revolving Loan made pursuant to this Section 1.1(d)(ii). In 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 event Agent elects not applicable account party or the Borrowers may claim or have against the Issuing Lender, the 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 applicable account party or the Borrowers to debit Borrower’s account and Borrower fails to reimburse receive consideration or the L/C Issuer in full on legality, validity, regularity or unenforceability of the date of any payment in respect of a Letter of Credit, Agent shall . The Issuing Lender will promptly notify each Revolving Lender the Lenders of the amount of such any unreimbursed payment and the accrued interest thereon drawing and each Revolving Lender, on the next Business Day prior to 3:00 p.m. (New York time), Lender shall deliver to Agent an amount equal to its Pro Rata Share thereof in same day funds. Each Revolving Lender hereby absolutely and unconditionally agrees to promptly pay to the L/C Issuer Agent for the account of the Issuing Lender, in Dollars and in immediately available funds, the amount of such Lender's Commitment Percentage of such unreimbursed drawing. Such payment shall be made on the day such notice is received by such Lender from the 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 day such notice is received. If such Lender does not pay such amount to the Issuing Lender in full upon demand by such request, such Lender shall, on demand, pay to the L/C Issuer Agent for the account of the Issuing Lender interest on the unpaid amount during the period from the date the Lender received the notice regarding the unreimbursed drawing until such Revolving Lender’s Pro Rata Share Lender pays such amount to the Issuing Lender in full at a rate per annum equal to, if paid within two Business Days of each payment made by the L/C Issuer in respect date of drawing, the Federal Funds Rate and thereafter at a Letter of Credit and not immediately reimbursed by Borrower or satisfied through a debit of Borrower’s accountrate equal to the Base Rate. Each Revolving Lender's obligation to make such payment to the Issuing Lender, and the right of the Issuing Lender acknowledges and agrees that its obligations pursuant to this subsection in respect of Letters of Credit are receive the same, shall be absolute and unconditional and unconditional, shall not be affected by any circumstance whatsoever, including setoff, counterclaimwhatsoever and without regard to the termination of this Credit Agreement or the Commitments hereunder, the occurrence and continuance existence of a Default or an Event of Default or any failure by Borrower to satisfy any the acceleration of the conditions set forth in Section 7.2obligations hereunder and shall be made without any offset, abatement, withholding or reduction whatsoever. If any Revolving Simultaneously with the making of each such payment by a Lender fails to make available to the L/C Issuer 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 Revolving payment constituting interest owing to the Issuing Lender’s Pro Rata Share ) in the related unreimbursed drawing portion of any payments made by the L/C Issuer LOC Obligation and in the interest thereon and in the related LOC Documents, and shall have a claim against the Borrowers with respect of a Letter of Credit as provided in this Section 1.1(d)(ii), the L/C Issuer shall be entitled to recover such amount on demand from such Revolving Lender together with interest at the Index Ratethereto.

Reimbursement. Borrower shall be irrevocably and unconditionally obligated forthwith without presentment, demand, protest or other formalities In the event of any kind, to reimburse drawing under any L/C Issuer on demand in immediately available funds for any amounts paid by such L/C Issuer with respect to a Letter of Credit, including all reimbursement payments, reasonable fees, Charges, the Issuing Lender will promptly notify the Borrower and reasonable costs and expenses paid by such L/C Issuerthe Administrative Agent. The Borrower hereby authorizes and directs Agent, at Agent’s option, to debit Borrower’s account (by increasing shall reimburse the outstanding principal balance Issuing Lender on the day of the Revolving Credit Advances or Swing Line Advances) in the amount of any payment made by an L/C Issuer with respect to any Letter of Credit. All amounts paid by an L/C Issuer with respect to drawing under any Letter of Credit that are not repaid by Borrower if notified prior to 3:00 P.M. on such a Business Day or, if after 3:00 P.M., on the following Business Day (either with the proceeds of a Revolving Credit AdvanceLoan 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 herein, Swing Line Advance or otherwise the unreimbursed amount of such drawing shall bear interest payable upon demand at a per annum rate equal to the interest rate applicable Default Rate. Unless the Borrower shall immediately notify the Issuing Lender and the Administrative Agent of its intent to Revolving Loans which are Index Rate Loans plus, at the election of Requisite Revolving Lenders, an additional two percent (2.00%) per annum. Each Revolving Lender agrees to fund its Pro Rata Share of any Revolving Loan made pursuant to this Section 1.1(d)(ii). In the event Agent elects not to debit Borrower’s account and Borrower fails to otherwise reimburse the L/C Issuer Issuing Lender, the Borrower shall be deemed to have requested a Mandatory LOC Borrowing (as defined in full on the date of any payment Section 2.03(e)) in respect of a Letter of Credit, Agent shall promptly notify each Revolving Lender of the amount of such unreimbursed 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 and the accrued interest thereon and each Revolving Borrower may claim or have against the Issuing Lender, on the next Business Day prior to 3:00 p.m. (New York time)Administrative Agent, shall deliver to Agent an amount equal to its Pro Rata Share thereof in same day funds. Each Revolving Lender hereby absolutely and unconditionally agrees to pay to the L/C Issuer upon demand by Lenders, the L/C Issuer such Revolving Lender’s Pro Rata Share beneficiary of each payment made by the L/C Issuer in respect of a Letter of Credit and not immediately reimbursed by Borrower or satisfied through a debit of Borrower’s account. Each Revolving Lender acknowledges and agrees that its obligations pursuant to this subsection in respect of Letters of Credit are absolute and unconditional and shall not be affected by any circumstance whatsoever, including setoff, counterclaim, the occurrence and continuance of a Default or an Event of Default drawn upon or any other Person, including, without limitation, any defense based on any failure by of the Borrower to satisfy any receive consideration or the legality, validity, regularity or unenforceability of the conditions set forth in Section 7.2. If any Revolving Lender fails to make available to the L/C Issuer the amount of such Revolving Lender’s Pro Rata Share of any payments made by the L/C Issuer in respect of a Letter of Credit as provided in this Section 1.1(d)(ii), the L/C Issuer shall be entitled to recover such amount on demand from such Revolving Lender together with interest at the Index Rate.Letter

Reimbursement. Borrower shall be is irrevocably and unconditionally obligated forthwith without presentment, demand, protest or other formalities of any kind, kind to reimburse any L/C Issuer on demand Issuing Lender in immediately available funds for any amounts paid by such L/C Issuer Issuing Lender with respect to a Letter of Credit, including all reimbursement payments, reasonable fees, Charges, and reasonable costs and expenses paid by such L/C IssuerCredit issued hereunder for the account of Borrower or any of its Subsidiaries. Borrower hereby authorizes and directs Administrative Agent, at Administrative Agent’s option, to debit Borrower’s account (by increasing the outstanding principal balance of the make a Revolving Credit Advances or Swing Line Advances) Loan in the amount of any payment made by an L/C Issuer Issuing Lender with respect to any Letter of CreditCredit issued for the account of Borrower or any of its Subsidiaries. If the Letter of Credit is payable in a foreign currency, the amount owed by Borrower in connection with such Letter of Credit shall equal an amount in United States Dollars equivalent to Issuing Lender’s actual cost of settling its obligation under such Letter of Credit in such foreign currency. All amounts paid by an L/C Issuer Issuing Lender with respect to any Letter of Credit that are not immediately repaid by Borrower on such Business Day or that are not repaid with the proceeds of a Revolving Credit Advance, Swing Line Advance or otherwise Loan shall bear interest payable upon demand at the interest rate sum of the Base Rate plus the Base Rate Margin applicable from time to Revolving Loans which are Index Rate Loans plus, at the election of Requisite Revolving Lenders, an additional two percent (2.00%) per annumtime as provided in Subsection 1.2(B). Each Revolving Lender agrees to fund its Pro Rata Share of any Revolving Loan made pursuant to this Section 1.1(d)(iiSubsection 1.1(E)(2). In the event Administrative Agent elects not to debit Borrower’s 's account and Borrower fails to reimburse the L/C Issuer Issuing Lender in full on the date of any payment in respect of a Letter of CreditCredit issued for the account of Borrower or any of its Subsidiaries, Administrative Agent shall promptly notify each Revolving Lender of the amount of such unreimbursed payment and the accrued interest thereon and each Revolving such Lender, on the next Business Day prior to 3:00 p.m. (New York time)Day, shall deliver to Administrative Agent an amount equal to its Pro Rata Share thereof in same day funds. Each Revolving Lender hereby absolutely and unconditionally agrees to pay to the L/C Issuer Issuing Lender upon demand by the L/C Issuer Issuing Lender such Revolving Lender’s 's Pro Rata Share of each payment made by the L/C Issuer Issuing Lender in respect of a Letter of Credit and not immediately reimbursed by Borrower or satisfied through a debit of Borrower’s account. Each Revolving Lender acknowledges and agrees that its obligations to acquire participations pursuant to this subsection Subsection 1.1(E)(2) in respect of Letters of Credit and to make the payments to Issuing Lender required by the preceding sentence are absolute and unconditional and shall not be affected by any circumstance whatsoever, including setoffincluding, counterclaimwithout limitation, the occurrence and continuance of a Default or an Event of Default or any failure by Borrower to satisfy any of the conditions set forth in Section Subsection 7.2. If any Revolving Lender fails to make available to the L/C Issuer Issuing Lender the amount of such Revolving Lender’s 's Pro Rata Share of any payments made by the L/C Issuer Issuing Lender in respect of a Letter of Credit as provided in this Section 1.1(d)(iiSubsection 1.1(E)(2), the L/C Issuer Issuing Lender shall be entitled to recover such amount on demand from such Revolving Lender together with interest at the Index Base Rate.. Second Amended and Restated Credit Agreement/SureWest Communications

Reimbursement. Borrower shall be irrevocably and unconditionally obligated forthwith without presentment, demand, protest or other formalities Upon receipt from the beneficiary of any kindLetter of Credit of any notice of a drawing under such Letter of Credit, to reimburse the Issuing Lender will promptly notify the Borrower. Not later than 11:00 am on the date of any L/C Issuer on demand in immediately available funds for any amounts paid payment by such L/C Issuer with respect to the Issuing Lender under a Letter of Credit, including all reimbursement payments, reasonable fees, Charges, and reasonable costs and expenses paid the Borrower shall reimburse the 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 L/C Issuer. time, the Borrower hereby authorizes and directs Agent, at Agent’s option, shall be deemed to debit Borrower’s account (by increasing have requested that the outstanding principal balance Lenders make a Revolving Loan on the date of the Revolving Credit Advances or Swing Line Advances) such drawing in the amount of any payment made by an L/C Issuer with respect to any 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. All amounts paid by an L/C Issuer with respect The Borrower promises to reimburse the Issuing Lender on the day of drawing under any Letter of Credit that are not repaid by Borrower on such Business Day (either with the proceeds of a Revolving Credit Advance, Swing Line Advance Loan obtained hereunder or otherwise shall bear interest payable upon demand at the interest rate applicable to Revolving Loans which are Index Rate Loans plus, at the election of Requisite Revolving Lenders, an additional two percent (2.00%otherwise) per annum. Each Revolving Lender agrees to fund its Pro Rata Share of any Revolving Loan made pursuant to this Section 1.1(d)(ii). In the event Agent elects not to debit Borrower’s account and Borrower fails to reimburse the L/C Issuer in full on the date of any payment in respect of a Letter of Credit, Agent shall promptly notify each Revolving Lender of the amount of such unreimbursed payment and the accrued interest thereon and each Revolving Lender, on the next Business Day prior to 3:00 p.m. (New York time), shall deliver to Agent an amount equal to its Pro Rata Share thereof in same day funds. Each 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 Lender hereby absolutely 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 (i) the Applicable Percentage and unconditionally agrees (ii) two percent (2%). The Borrower’s reimbursement obligations hereunder shall be absolute and unconditional under all circumstances irrespective of any rights of setoff, counterclaim or defense to payment the Borrower may claim or have against the Issuing Lender, 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. The Issuing Lender will promptly notify the Lenders of the amount of any unreimbursed drawing and each Lender shall promptly pay to the L/C Issuer upon demand by Administrative Agent for the L/C Issuer account of the Issuing Lender in Dollars and in immediately available funds, the amount of such Revolving Lender’s Pro Rata Share pro rata share of each such unreimbursed drawing. Such payment shall be made on the day such notice is received by such Lender from the L/C Issuer Issuing Lender if such notice is received at or before 2:00 P.M. (Charlotte, North Carolina time) otherwise such payment shall be made at or before 12:00 Noon (Charlotte, North Carolina time) on the Business Day next succeeding the day such notice is received. If such Lender does not pay such amount to the Issuing Lender in respect full upon such request, such Lender shall, on demand, pay to the Administrative Agent for the account of the Issuing Lender interest on the unpaid amount during the period from the date of such drawing until such Lender pays such amount to the Issuing Lender in full at a Letter rate per annum equal to, if paid within two (2) Business Days of Credit the date that such Lender is required to make payments of such amount pursuant to the preceding sentence, the Federal Funds Rate and not immediately reimbursed by Borrower or satisfied through thereafter at a debit of Borrower’s accountrate equal to the Base Rate. Each Revolving Lender’s obligation to make such payment to the Issuing Lender, and the right of the Issuing Lender acknowledges and agrees that its obligations pursuant to this subsection in respect of Letters of Credit are receive the same, shall be absolute and unconditional and unconditional, shall not be affected by any circumstance whatsoever, including setoff, counterclaimwhatsoever and without regard to the termination of this Credit Agreement or the Commitments hereunder, the occurrence and continuance existence of a Default or an Event of Default or any failure by Borrower to satisfy any the acceleration of the conditions set forth in Section 7.2obligations of the Borrower hereunder and shall be made without any offset, abatement, withholding or reduction whatsoever. If any Revolving Simultaneously with the making of each such payment by a Lender fails to make available to the L/C Issuer 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 Revolving payment constituting interest owing to the Issuing Lender’s Pro Rata Share ) in the related unreimbursed drawing portion of any payments made by the L/C Issuer LOC Obligation and in the interest thereon and in the related LOC Documents, and shall have a claim against the Borrower with respect of a Letter of Credit as provided in this Section 1.1(d)(ii), the L/C Issuer shall be entitled to recover such amount on demand from such Revolving Lender together with interest at the Index Ratethereto.

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

Reimbursement. Borrower shall be irrevocably and unconditionally obligated forthwith without presentment, demand, protest or other formalities In the event of any kind, to reimburse drawing under any L/C Issuer on demand in immediately available funds for any amounts paid by such L/C Issuer with respect to a Letter of Credit, including all reimbursement payments------------- the Issuing Lender will promptly notify the Borrower. Unless the Borrower shall immediately notify the Issuing Lender that the Borrower intends to otherwise reimburse the Issuing Lender for such drawing, reasonable fees, Charges, and reasonable costs and expenses paid by such L/C Issuer. the Borrower hereby authorizes and directs Agent, at Agent’s option, shall be deemed to debit Borrower’s account (by increasing have requested that the outstanding principal balance of the Lenders make a Revolving Credit Advances or Swing Line Advances) Loan in the amount of any payment made by an L/C Issuer with respect to any 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. All amounts paid by an L/C Issuer with respect The Borrower promises to reimburse the Issuing Lender on the day of drawing under any Letter of Credit that are not repaid by Borrower on such Business Day (either with the proceeds of a Revolving Credit Advance, Swing Line Advance Loan obtained hereunder or otherwise shall bear interest payable upon demand at the interest rate applicable to Revolving Loans which are Index Rate Loans plus, at the election of Requisite Revolving Lenders, an additional two percent (2.00%otherwise) per annum. Each Revolving Lender agrees to fund its Pro Rata Share of any Revolving Loan made pursuant to this Section 1.1(d)(ii). In the event Agent elects not to debit Borrower’s account and Borrower fails to reimburse the L/C Issuer in full on the date of any payment in respect of a Letter of Credit, Agent shall promptly notify each Revolving Lender of the amount of such unreimbursed payment and the accrued interest thereon and each Revolving Lender, on the next Business Day prior to 3:00 p.m. (New York time), shall deliver to Agent an amount equal to its Pro Rata Share thereof in same day funds. Each Revolving If the Borrower shall fail to reimburse the Issuing Lender hereby absolutely 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 (i) the Applicable Percentage and unconditionally agrees (ii) two percent (2%). The Borrower's reimbursement obligations hereunder shall be absolute and unconditional under all circumstances irrespective of any rights of setoff, counterclaim or defense to payment the Borrower may claim or have against the Issuing Lender, 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. The Issuing Lender will promptly notify the other Lenders of the amount of any unreimbursed drawing and each Lender shall promptly pay to the L/C Issuer Administrative Agent for the account of the Issuing Lender in Dollars and in immediately available funds, the amount of such Lender's pro rata share of such unreimbursed drawing. Such payment shall be made on the day such notice is received by such Lender from the Issuing Lender if such notice is received at or before 2:00 P.M. (Charlotte, North Carolina time) otherwise such payment shall be made at or before 12:00 Noon (Charlotte, North Carolina time) on the Business Day next succeeding the day such notice is received. If such Lender does not pay such amount to the Issuing Lender in full upon demand by such request, such Lender shall, on demand, pay to the L/C Issuer Administrative Agent for the account of the Issuing Lender interest on the unpaid amount during the period from the date of such Revolving Lender’s Pro Rata Share drawing until such Lender pays such amount to the Issuing Lender in full at a rate per annum equal to, if paid within two (2) Business Days of each payment made by the L/C Issuer in respect date that such Lender is required to make payments of such amount pursuant to the preceding sentence, the Federal Funds Rate and thereafter at a Letter of Credit and not immediately reimbursed by Borrower or satisfied through a debit of Borrower’s accountrate equal to the Base Rate. Each Revolving Lender's obligation to make such payment to the Issuing Lender, and the right of the Issuing Lender acknowledges and agrees that its obligations pursuant to this subsection in respect of Letters of Credit are receive the same, shall be absolute and unconditional and unconditional, shall not be affected by any circumstance whatsoever, including setoff, counterclaimwhatsoever and without regard to the termination of this Credit Agreement or the Commitments hereunder, the occurrence and continuance existence of a Default or an Event of Default or any failure by Borrower to satisfy any the acceleration of the conditions set forth in Section 7.2obligations of the Borrower hereunder and shall be made without any offset, abatement, withholding or reduction whatsoever. If any Revolving Simultaneously with the making of each such payment by a Lender fails to make available to the L/C Issuer 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 Revolving payment constituting interest owing to the Issuing Lender’s Pro Rata Share ) in the related unreimbursed drawing portion of any payments made by the L/C Issuer LOC Obligation and in the interest thereon and in the related LOC Documents, and shall have a claim against the Borrower with respect of a Letter of Credit as provided in this Section 1.1(d)(ii), the L/C Issuer shall be entitled to recover such amount on demand from such Revolving Lender together with interest at the Index Ratethereto.