Common use of Reimbursement Clause in Contracts

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Reimbursement. In the event of any drawing under any Letter of Credit, the applicable Issuing Lender will promptly notify the Borrower and the Administrative Agent. The Borrower shall reimburse the applicable Issuing Lender on the day of drawing under any Letter of Credit if notified prior to 3:00 P.M. on a Business Day or, if after 3:00 P.M., on the following Business Day (either with the proceeds of a Revolving Loan obtained hereunder or otherwise) in same day funds as provided herein or in the LOC Documents. If the Borrower shall fail to reimburse the Issuing Lenders Lender as provided herein, the unreimbursed amount of such drawing shall bear interest at a per annum rate equal to the Default Rate. Unless the Borrower shall immediately notify the applicable Issuing Lender and the Administrative Agent of its intent to otherwise reimburse such the Issuing Lender, the Borrower shall be deemed to have requested a Mandatory LOC Borrowing (as defined in Section 2.3(e2.03(e)) in the amount of the drawing as provided in subsection (e) hereof, the proceeds of which will be used to satisfy the Reimbursement Obligations. The Borrower’s Reimbursement Obligations hereunder shall be absolute and unconditional under all circumstances irrespective of any rights of set-off, counterclaim or defense to payment the Borrower may claim or have against the Issuing LendersLender, the Administrative Agent, the Lenders, the beneficiary of the Letter of Credit drawn upon or any other Person, including, without limitation, any defense based on any failure of the Borrower to receive consideration or the legality, validity, regularity or unenforceability of the Letter of Credit. Each The Issuing Lender will promptly notify the other Revolving Lenders of the amount of any unreimbursed drawing and each Revolving Lender shall promptly pay to the Administrative Agent for the account of such the Issuing Lender, in Dollars and in immediately available funds, the amount of such Revolving Lender’s Revolving Commitment Percentage of such unreimbursed drawing. Such payment shall be made on the Business Day such notice is received by such Revolving Lender from the applicable Issuing Lender if such notice is received at or before 2:00 P.M., otherwise such payment shall be made at or before noon 12:00 P.M. on the Business Day next succeeding the Business Day such notice is received. If such Revolving Lender does not pay such amount to the applicable Issuing Lender in full upon such request, such Revolving Lender shall, on demand, pay to the Administrative Agent for the account of such the Issuing Lender interest on the unpaid amount during the period from the date of such drawing until such Revolving Lender pays such amount to such the Issuing Lender in full at a rate per annum equal to, if paid within two (2) Business Days of the date of drawing, the Federal Funds Effective Rate and thereafter at a rate equal to the Alternate Base Rate. Each Revolving Lender’s obligation to make such payment to the Issuing LendersLender, and the right of the Issuing Lenders Lender to receive the same, shall be absolute and unconditional, shall not be affected by any circumstance whatsoever and without regard to the termination of this Agreement or the Commitments hereunder, the existence of a Default or Event of Default or the acceleration of the Obligations hereunder and shall be made without any offset, abatement, withholding or reduction whatsoever.

Reimbursement. In the event The Borrower is irrevocably and unconditionally obligated without presentment, demand, protest or other formalities of any drawing under kind to reimburse each Issuing Lender (Revolver) in immediately available funds for any amounts paid by such Issuing Lender (Revolver) with respect to any Letter of CreditCredit (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 applicable Issuing Lender will promptly (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 AgentAgent in the amount equal to the amount of such drawing (and, if reimbursed on the immediately succeeding Business Day pursuant to this sentence, interest at the sum of the Base Rate plus the Applicable Margin for Revolving Loans at Base Rate on such day (or days if the next immediately succeeding day is not a Business Day)). The If the Borrower shall fails to so reimburse the applicable Issuing Lender on the day of drawing under any Letter of Credit if notified prior to 3:00 P.M. on a Business Day or, if after 3:00 P.M., on the following Business Day (either with the proceeds of a Revolving Loan obtained hereunder or otherwise) in same day funds as provided herein or in the LOC Documents. If the Borrower shall fail to reimburse the Issuing Lenders as provided herein, the unreimbursed amount of by such drawing shall bear interest at a per annum rate equal to the Default Rate. Unless the Borrower shall immediately notify the applicable Issuing Lender and the Administrative Agent of its intent to otherwise reimburse such Issuing Lendertime, the Borrower shall be deemed to have requested a Mandatory LOC Borrowing Revolving Loan (as defined in Section 2.3(e)not a Swingline Loan) in the amount of the drawing 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 as provided in subsection (e) hereofrequired by this Section 2.1.2(a)(iii), or that are not repaid with a Revolving Loan shall bear interest at the proceeds sum of which will be used the Base Rate plus the highest Applicable Margin for Revolving Loans at Base Rate plus 2%. Each Revolving Lender agrees to satisfy the Reimbursement Obligations. The Borrower’s Reimbursement Obligations hereunder shall be absolute and unconditional under all circumstances irrespective fund its Percentage of any rights of set-off, counterclaim or defense Revolving Loan made pursuant to payment this Section 2.1.2(a)(iii). In the event the Borrower may claim or have against the fails to reimburse an Issuing LendersLender (Revolver) in full for any payment in respect of a Letter of Credit (Revolver) issued hereunder, the Administrative Agent, the Lenders, the beneficiary of the Letter of Credit drawn upon or any other Person, including, without limitation, any defense based on any failure of the Borrower to receive consideration or the legality, validity, regularity or unenforceability of the Letter of Credit. Each Issuing Lender will Agent shall promptly notify the other each Revolving Lenders Lender of the amount of any such unreimbursed drawing payment and the accrued interest thereon and each Revolving Lender shall promptly pay to the Administrative Agent for the account of such Issuing Lender, in Dollars and in immediately available funds, the amount of such Revolving Lender’s Revolving Commitment , on the next Business Day, shall deliver to Administrative Agent an amount equal to its Percentage of such unreimbursed drawingthe aggregate Revolving Loan Commitments in same day funds. Such payment shall be made on the Business Day such notice is received by such Each Revolving Lender from the applicable hereby absolutely and unconditionally agrees to pay to each Issuing Lender if such notice is received at or before 2:00 P.M., otherwise such payment shall be made at or before noon on the Business Day next succeeding the Business Day such notice is received. If such Revolving Lender does not pay such amount to the applicable Issuing Lender in full (Revolver) upon such request, such Revolving Lender shall, on demand, pay to the Administrative Agent for the account of demand by such Issuing Lender interest on the unpaid amount during the period from the date such Lender’s Percentage of such drawing until such Revolving Lender pays such amount to each payment made by such Issuing Lender in full at respect of a rate per annum equal to, if paid within two Letter of Credit (2Revolver) Business Days of and not immediately reimbursed by the date of drawing, the Federal Funds Effective Rate and thereafter at a rate equal to the Alternate Base RateBorrower. Each Revolving Lender’s obligation Lender acknowledges and agrees that its obligations to acquire participations pursuant to this Section 2.1.2(a)(iii) in respect of Letters of Credit (Revolver) and to make such payment the payments to each Issuing Lender (Revolver) required by the Issuing Lenders, and the right of the Issuing Lenders to receive the same, shall be preceding sentence are absolute and unconditional, unconditional and shall not be affected by any circumstance whatsoever whatsoever, including the occurrence and without regard to the termination of this Agreement or the Commitments hereunder, the existence continuance of a Default or an Event of Default or any failure by the acceleration Borrower to satisfy any of the Obligations hereunder conditions set forth in Section 5.3. If any Revolving Lender fails to make available to an Issuing Lender (Revolver) the amount of such Lender’s Percentage of any payments made by such Issuing Lender in respect of a Letter of Credit (Revolver) as provided in this Section 2.1.2(a)(iii), the Administrative Agent may elect to apply Cash Collateral as described in Section 4.13 and pay such amount to such Issuing Lender. If the Administrative Agent does not so elect or if the funds in such account are insufficient, such Issuing Lender shall be made without any offset, abatement, withholding or reduction whatsoeverentitled to recover such amount on demand from such Revolving Lender together with interest at the Base Rate.

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

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

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

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

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

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

Reimbursement. In the event of any drawing under any Letter of Credit, the applicable Issuing Lender will promptly notify the Borrower and the Administrative Agent. The Borrower shall reimburse the applicable Issuing Lender on the day of drawing under any Letter of Credit if notified prior to 3:00 P.M. on a Business Day or, if after 3:00 P.M., on the following Business Day (either with the proceeds of a Revolving Loan obtained hereunder or otherwise) in same day funds as provided herein or in the LOC Documents. If the Borrower shall fail to reimburse the Issuing Lenders Lender as provided herein, the unreimbursed amount of such drawing shall automatically bear interest at a per annum rate equal to the Default Rate. Unless the Borrower shall immediately notify the applicable Issuing Lender and the Administrative Agent of its intent to otherwise reimburse such the Issuing Lender, the Borrower shall be deemed to have requested a Mandatory LOC Borrowing (as defined in Section 2.3(e)) in the amount of the drawing as provided in subsection (e) hereof, the proceeds of which will be used to satisfy the Reimbursement Obligations, in which event any such drawing shall not automatically bear interest at the Default Rate. The Borrower’s Reimbursement Obligations hereunder shall be absolute and unconditional under all circumstances irrespective of any rights of set-off, counterclaim or defense to payment the Borrower may claim or have against the Issuing LendersLender, the Administrative Agent, the Lenders, the beneficiary of the Letter of Credit drawn upon or any other Person, including, without limitation, any defense based on any failure of the Borrower to receive consideration or the legality, validity, regularity or unenforceability of the Letter of Credit. Each Issuing Lender The Administrative Agent will promptly notify the other Revolving Lenders of the amount of any unreimbursed drawing and each Revolving Lender shall promptly pay to the Administrative Agent for the account of such the Issuing Lender, in Dollars and in immediately available funds, the amount of such Revolving Lender’s Revolving Commitment Percentage of such unreimbursed drawing. Such payment shall be made on the Business Day such notice is received by such Revolving Lender from the applicable Issuing Lender Administrative Agent if such notice is received at or before 2:00 P.M., otherwise such payment shall be made at or before noon 12:00 P.M. on the Business Day next succeeding the Business Day such notice is received. If such Revolving Lender does not pay such amount to the applicable Administrative Agent for the account of the Issuing Lender in full upon such request, such Revolving Lender shall, on demand, pay to the Administrative Agent for the account of such the Issuing Lender interest on the unpaid amount during the period from the date of such drawing until such Revolving Lender pays such amount to such the Administrative Agent for the account of the Issuing Lender in full at a rate per annum equal to, if paid within two (2) Business Days of the date of drawing, the Federal Funds Effective Rate and thereafter at a rate equal to the Alternate Base Rate. Each Revolving Lender’s obligation to make such payment to the Issuing LendersLender, and the right of the Issuing Lenders Lender to receive the same, shall be absolute and unconditional, shall not be affected by any circumstance whatsoever and without regard to the termination of this Agreement or the Commitments hereunder, the existence of a Default or Event of Default or the acceleration of the Obligations hereunder and shall be made without any offset, abatement, withholding or reduction whatsoever.. Confidential Materials Omitted and Filed Separately with the Securities and Exchange Commission Pursuant to a Request for Confidential Treatment under Rule 406 under the Securities Act of 1933, as amended. Confidential Portions are marked: [***]

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

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

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

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

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

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

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

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

Reimbursement. In the event US Borrowers shall be irrevocably and unconditionally obligated forthwith without presentment, demand, protest or other formalities of any drawing under kind (including for purposes of Section 10), to reimburse any 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, Fees, Charges, 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 accounts (by increasing the applicable Issuing Lender will promptly notify outstanding principal balance of the Borrower and US Tranche A Revolving Credit Advances made to such US Borrower) in the Administrative Agent. The Borrower shall reimburse the applicable Issuing Lender on the day amount of drawing under any payment made by any US L/C Issuer with respect to any US Letter of Credit if notified prior and to 3:00 P.M. 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 a Business Day or, if after 3:00 P.M., on the following Business Day (either US L/C Issuer with respect to any US Letter of Credit that are not immediately repaid by US Borrowers with the proceeds of a US Tranche A Revolving Credit Advance or otherwise shall bear interest payable on demand at the interest rate applicable to US Tranche A Revolving Credit Advances which are US Index Rate Loans plus, at the election of US Agent or Requisite Lenders, an additional two percent (2.00%) per annum. Each US Tranche A Lender agrees to fund its Pro Rata Share of any US Tranche A Loan obtained hereunder or otherwise) made pursuant to this Section 1.1(b)(ii). In the event US Agent elects not to debit a US Borrower’s account, such US Borrower fails to reimburse the applicable US L/C Issuer in same day funds as provided herein or full on the date of any payment in respect of a US Letter of Credit for the LOC Documents. If benefit of such US Borrower and the Borrower shall other US Borrowers fail to reimburse the Issuing Lenders as provided herein, applicable US L/C Issuer in full on the unreimbursed amount of such drawing shall bear interest at a per annum rate equal to the Default Rate. Unless the Borrower shall immediately notify the applicable Issuing Lender and the Administrative Agent of its intent to otherwise reimburse such Issuing Lender, the Borrower shall be deemed to have requested a Mandatory LOC Borrowing (as defined in Section 2.3(e)) in the amount of the drawing as provided in subsection (e) hereof, the proceeds of which will be used to satisfy the Reimbursement Obligations. The Borrower’s Reimbursement Obligations hereunder shall be absolute and unconditional under all circumstances irrespective date of any rights payment in respect of set-off, counterclaim or defense to payment the Borrower may claim or have against the Issuing Lenders, the Administrative Agent, the Lenders, the beneficiary of the Letter of Credit drawn upon or any other Person, including, without limitation, any defense based on any failure of the Borrower to receive consideration or the legality, validity, regularity or unenforceability of the a US Letter of Credit. Each Issuing Lender will , US Agent shall promptly notify the other Revolving Lenders each US Tranche A Lender of the amount of any such unreimbursed drawing 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 US Tranche A Lender shall promptly hereby absolutely and unconditionally agrees to pay to the Administrative Agent for the account of applicable US L/C Issuer upon demand by such Issuing Lender, in Dollars and in immediately available funds, the amount of US L/C Issuer such Revolving US Tranche A Lender’s Revolving Commitment Percentage Pro Rata Share of each payment made by such unreimbursed drawing. Such payment shall be made on the US L/C Issuer in respect of a US Letter of Credit and not reimbursed within one (1) Business Day such notice is received by such Revolving Lender from the applicable Issuing Lender if such notice is received at US Borrowers or before 2:00 P.M., otherwise such payment shall be made at or before noon on the Business Day next succeeding the Business Day such notice is received. If such Revolving Lender does not pay such amount to the applicable Issuing Lender in full upon such request, such Revolving Lender shall, on demand, pay to the Administrative Agent for the account satisfied through a debit of such Issuing Lender interest on the unpaid amount during the period from the date of such drawing until such Revolving Lender pays such amount to such Issuing Lender in full at a rate per annum equal to, if paid within two (2) Business Days of the date of drawing, the Federal Funds Effective Rate and thereafter at a rate equal to the Alternate Base RateUS Borrowers’ account. Each Revolving Lender’s obligation US Tranche A Lender acknowledges and agrees that its obligations pursuant to make such payment to the Issuing Lenders, and the right this subsection in respect of the Issuing Lenders to receive the same, shall be US Letters of Credit are absolute and unconditional, unconditional and shall not be affected by any circumstance whatsoever and without regard to the termination of this Agreement or the Commitments hereunderwhatsoever, including setoff, counterclaim, the existence occurrence and continuance of a Default or an Event of Default or the acceleration any failure by Borrowers to satisfy any of the Obligations hereunder and conditions set forth in Section 2.2. If any US Tranche A Lender fails to make available to any US L/C Issuer the amount of such US Tranche A Lender’s Pro Rata Share of any payments made by such US L/C Issuer in respect of a US Letter of Credit as provided in this Section 1.1(b)(ii), the applicable US L/C Issuer shall be made without any offset, abatement, withholding or reduction whatsoeverentitled to recover such amount on demand from such US Tranche A Lender together with interest at the US Index Rate.

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

Reimbursement. In the event of any drawing under any Letter of Credit, the applicable Issuing Lender will promptly notify the Borrower and the Administrative Agent. The Borrower shall reimburse the applicable Issuing Lender on the day of drawing (or on the next succeeding Business Day if notice of such drawing is received by the Borrower after 10:00 A.M. (New York City time)) under any Letter of Credit if notified prior to 3:00 P.M. on a Business Day or, if after 3:00 P.M., on the following Business Day (either with the proceeds of a Revolving Loan obtained hereunder or otherwise) in same day funds as provided herein or in the LOC Documents. If the Borrower shall fail to reimburse the Issuing Lenders Lender as provided herein, the unreimbursed amount of such drawing shall bear interest at a per annum rate equal to the Default RateAlternate Base Rate plus the Applicable Percentage for Revolving Loans that are Alternate Base Rate Loans plus two percent (2%). Unless the Borrower shall immediately promptly notify the applicable Issuing Lender and the Administrative Agent of its intent to otherwise reimburse such the Issuing Lender, the Borrower shall be deemed to have requested a Mandatory LOC Borrowing (as defined in Section 2.3(e)) Revolving Loan in the amount of the drawing as provided in subsection (e) hereof, the proceeds of which will be used to satisfy the Reimbursement Obligationsreimbursement obligations. The Borrower’s Reimbursement Obligations reimbursement obligations hereunder shall be absolute and unconditional under all circumstances irrespective of any rights of set-off, counterclaim or defense to payment the Borrower may claim or have against the Issuing LendersLender, the Administrative Agent, the Lenders, the beneficiary of the Letter of Credit drawn upon or any other Person, including, including without limitation, limitation any defense based on any failure of the Borrower to receive consideration or the legality, validity, regularity or unenforceability of the Letter of Credit. Each The Issuing Lender will promptly notify the other Revolving Lenders of the amount of any unreimbursed drawing and each Revolving Lender shall promptly pay to the Administrative Agent for the account of such the Issuing Lender, Lender in Dollars and in immediately available funds, the amount of such Revolving Lender’s Revolving Commitment Percentage of such unreimbursed drawing. Such payment shall be made on the Business Day day such notice is received by such Revolving Lender from the applicable Issuing Lender if such notice is received at or before 2:00 P.M.P.M. (New York City time), otherwise such payment shall be made at or before noon 12:00 Noon (New York City time) on the Business Day next succeeding the Business Day such notice is receivedDay. If such Revolving Lender does not pay such amount to the applicable Issuing Lender in full upon such request, such Revolving Lender shall, on demand, pay to the Administrative Agent for the account of such the Issuing Lender interest on the unpaid amount during the period from the date of such drawing until such Revolving Lender pays such amount to such the Issuing Lender in full at a rate per annum equal to, if paid within two (2) Business Days of the date of drawing, the Federal Funds Effective Rate and thereafter at a rate equal to the Alternate Base Rate. Each Revolving Lender’s obligation to make such payment to the Issuing LendersLender, and the right of the Issuing Lenders Lender to receive the same, shall be absolute and unconditional, shall not be affected by any circumstance whatsoever and without regard to the termination of this Agreement or the Commitments hereunder, the existence of a Default or Event of Default or the acceleration of the Credit Party Obligations hereunder and shall be made without any offset, abatement, withholding or reduction whatsoever.

Reimbursement. In the event of any drawing under any Revolving Letter of Credit, the applicable Issuing Lender will promptly notify the Borrower and the Administrative Agent. The Borrower shall reimburse the applicable Issuing Lender on the day of drawing under any Letter of Credit if notified prior to 3:00 P.M. on a Business Day or, if after 3:00 P.M., on the following Business Day (either with the proceeds of a Revolving Loan obtained hereunder or otherwise) in same day funds as provided herein or in the LOC Documents. If the Borrower shall fail to reimburse the Issuing Lenders as provided herein, the unreimbursed amount of such drawing shall bear interest at a per annum rate equal to the Default RateBorrower. Unless the Borrower shall immediately notify the applicable Issuing Lender and the Administrative Agent of its intent to otherwise reimburse such the Issuing Lender, the Borrower shall be deemed to have requested a Mandatory LOC Borrowing (as defined in Section 2.3(e)) Revolving Loan at the Adjusted Base Rate in the amount of the drawing as provided in subsection (e) hereof, the proceeds of which will be used to satisfy the Reimbursement Obligationsreimbursement obligations. The Borrower shall reimburse the Issuing Lender on the day the Issuing Lender pays a drawing under any Revolving Letter of Credit either with the proceeds of a Revolving Loan obtained hereunder or otherwise in same day funds as provided herein or in the LOC Documents. If the Borrower shall fail to reimburse the Issuing Lender as provided hereinabove, the unreimbursed amount of such drawing shall bear interest at a per annum rate equal to the Base Rate plus three and one quarter percent (3 1/4%) and shall constitute an Event of Default. The Borrower’s Reimbursement Obligations 's reimbursement obligations hereunder shall be absolute and unconditional under all circumstances irrespective of any rights of set-off, counterclaim or defense to payment the Borrower may claim or have against the Issuing LendersLender, the Administrative Agent, the Lenders, the beneficiary of the Revolving Letter of Credit drawn upon or any other Person, including, including without limitation, limitation any defense based on any failure of the Borrower to receive consideration or the legality, validity, regularity or unenforceability of the Revolving Letter of Credit; provided, however, that the Borrower may have a claim against the Issuing Lender, and the Issuing Lender may be liable to the Borrower, to the extent of any actual damages suffered by the Borrower as a result of the Issuing Lender's gross negligence or willful misconduct in failing to pay a drawing under a Revolving Letter of Credit presented in strict conformity therewith. Each The Issuing Lender will promptly notify the other Revolving Loan Lenders of the amount of any unreimbursed drawing and each Revolving Loan Lender shall promptly pay to the Administrative Agent for the account of such the Issuing Lender, Lender in Dollars U.S. dollars and in immediately available funds, the amount of such Revolving Loan Lender’s 's Revolving Loan Commitment Percentage of such unreimbursed drawing. Such payment shall be made on the Business Day day such notice is received by such Revolving Loan Lender from the applicable Issuing Lender if such notice is received at or before 2:00 P.M.p.m., otherwise such payment shall be made at or before noon 12:00 Noon on the Business Day next succeeding the Business Day day such notice is received. If such Revolving Loan Lender does not pay such amount to the applicable Issuing Lender in full upon such request, such Revolving Lender shall, on demand, pay to the Administrative Agent for the account of such the Issuing Lender interest on the unpaid amount during the period from the date of payment by the Issuing Lender of such drawing until such Revolving Loan Lender pays such amount to such the Issuing Lender in full at a rate per annum equal to, if paid within two (2) Business Days of the date of payment by the Issuing Lender of such drawing, the Federal Funds Effective Rate and thereafter at a rate equal to the Alternate Base Rate. Each Revolving Loan Lender’s 's obligation to make such payment to the Issuing LendersLender, and the right of the Issuing Lenders Lender to receive the same, shall be absolute and unconditional, shall not be affected by any circumstance whatsoever and without regard to the termination of this Credit Agreement or the Commitments hereunder, the existence of a Default or Event of Default or the acceleration of the Obligations obligations hereunder and shall be made without any offset, abatement, withholding or reduction whatsoever.

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

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

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

Reimbursement. In the event of any drawing under any Letter of ------------- Credit, the applicable Issuing Lender will promptly notify the Borrower. Unless the Borrower and shall immediately notify the Administrative AgentIssuing Lender that the Borrower intends to otherwise reimburse the Issuing Lender for such drawing, the Borrower shall be deemed to have requested that the Revolving Lenders make a Revolving Loan in the amount of the drawing as provided in subsection (d) hereof on the related Letter of Credit, the proceeds of which will be used to satisfy the related reimbursement obligations. The Borrower shall promises to reimburse the applicable Issuing Lender on the day of drawing under any Letter of Credit if notified prior to 3:00 P.M. on a Business Day or, if after 3:00 P.M., on the following Business Day (either with the proceeds of a Revolving Loan obtained hereunder or otherwise) in same day funds as provided herein or in the LOC Documentsfunds. If the Borrower shall fail to reimburse the Issuing Lenders Lender as provided hereinhereinabove, the unreimbursed amount of such drawing shall bear interest at a per annum rate equal to the Default Rate. Unless Base Rate plus the Borrower shall immediately notify sum of (i) the applicable Issuing Lender Applicable Percentage and the Administrative Agent of its intent to otherwise reimburse such Issuing Lender, the Borrower shall be deemed to have requested a Mandatory LOC Borrowing (as defined in Section 2.3(eii) two percent (2%)) in the amount of the drawing as provided in subsection (e) hereof, the proceeds of which will be used to satisfy the Reimbursement Obligations. The Borrower’s Reimbursement Obligations 's reimbursement obligations hereunder shall be absolute and unconditional under all circumstances irrespective of any rights of set-offsetoff, counterclaim or defense to payment the Borrower may claim or have against the Issuing LendersLender, the Administrative Agent, the Lenders, the beneficiary of the Letter of Credit drawn upon or any other Person, including, including without limitation, limitation any defense based on any failure of the Borrower or any other Credit Party to receive consideration or the legality, validity, regularity or unenforceability of the Letter of Credit. Each The Issuing Lender will promptly notify the other Revolving Lenders of the amount of any unreimbursed drawing and each Revolving Lender shall promptly pay to the Administrative Agent for the account of such the Issuing Lender, Lender in Dollars and in immediately available funds, the amount of such Revolving Lender’s 's Revolving Commitment Percentage of such unreimbursed drawing. Such payment shall be made on the Business Day day such notice is received by such Revolving Lender from the applicable Issuing Lender if such notice is received at or before 2:00 P.M.12:00 Noon (San Francisco, California time) otherwise such payment shall be made at or before noon 11:00 A.M. (San Francisco, California time) on the Business Day next succeeding the Business Day day such notice is received. If such Revolving Lender does not pay such amount to the applicable Issuing Lender in full upon such request, such Revolving Lender shall, on demand, pay to the Administrative Agent for the account of such the Issuing Lender interest on the unpaid amount during the period from the date of such drawing until such Revolving Lender pays such amount to such the Issuing Lender in full at a rate per annum equal to, if paid within two (2) Business Days of the date that such Revolving Lender is required to make payments of drawingsuch amount pursuant to the preceding sentence, the Federal Funds Effective Rate and thereafter at a rate equal to the Alternate Base Rate. Each Revolving Lender’s 's obligation to make such payment to the Issuing LendersLender, and the right of the Issuing Lenders Lender to receive the same, shall be absolute and unconditional, shall not be affected by any circumstance whatsoever and without regard to the termination of this Credit Agreement or the Commitments hereunder, the existence of a Default or Event of Default or the acceleration of the Obligations obligations of the Borrower hereunder and shall be made without any offset, abatement, withholding or reduction whatsoever. Simultaneously with the making of each such payment by a Revolving Lender to the Issuing Lender, such Revolving Lender shall, automatically and without any further action on the part of the Issuing Lender or such Revolving Lender, acquire a participation in an amount equal to such payment (excluding the portion of such payment constituting interest owing to the Issuing Lender) in the related unreimbursed drawing portion of the LOC Obligation and in the interest thereon and in the related LOC Documents, and shall have a claim against the Borrower with respect thereto.

Reimbursement. In the event of any drawing under any Letter of Credit, the applicable 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, the Borrower shall be deemed to have requested that the Lenders make a Revolving Loan as provided in subsection (e) below in the amount of the drawing on the related Letter of Credit, the proceeds of which will be used to satisfy the related reimbursement obligations (which deemed request for a Revolving Loan borrowing shall constitute a representation and warranty by the Administrative AgentCredit Parties of the correctness of the matters specified in subsections (b), (c), (d), (e) and (f) of Section 5.2). The Borrower shall promises to reimburse the applicable Issuing Lender on the day of drawing under any Letter of Credit if notified prior to 3:00 P.M. on a Business Day or, if after 3:00 P.M., on the following Business Day (either with the proceeds of a Revolving Loan obtained hereunder or otherwise) in same day funds as provided herein or in the LOC Documentsfunds. If the Borrower shall fail to reimburse the Issuing Lenders Lender as provided hereinhereinabove, the unreimbursed amount of such drawing shall bear interest at a per annum rate equal to the Default Rate. Unless the Borrower shall immediately notify the applicable Issuing Lender and the Administrative Agent of its intent to otherwise reimburse such Issuing Lender, the Borrower shall be deemed to have requested a Mandatory LOC Borrowing (as defined in Section 2.3(e)) in the amount of the drawing as provided in subsection (e) hereof, the proceeds of which will be used to satisfy the Reimbursement Obligations. The Borrower’s Reimbursement Obligations 's reimbursement obligations hereunder shall be absolute and unconditional under all circumstances irrespective of any rights of set-offsetoff, counterclaim or defense to payment the Borrower may claim or have against the Issuing LendersLender, the Administrative Agent, the Lenders, the beneficiary of the Letter of Credit drawn upon or any other Person, including, including without limitation, limitation any defense based on any failure of the Borrower or any other Credit Party to receive consideration or the legality, validity, regularity or unenforceability of the Letter of Credit. Each The Issuing Lender will promptly notify the other Revolving Lenders of the amount of any unreimbursed drawing and each Revolving Lender shall promptly pay to the Administrative Agent for the account of such the Issuing Lender, Lender in Dollars and in immediately available funds, the amount of such Revolving Lender’s Revolving Commitment Percentage Lxxxxx's pro rata share of such unreimbursed drawing. Such payment shall be made on the Business Day day such notice is received by such Revolving Lender from the applicable Issuing Lender if such notice is received at or before 2:00 P.M., and otherwise such payment shall be made at or before noon 12:00 Noon on the Business Day next succeeding the Business Day day such notice is received. If such Revolving Lender does not pay such amount to the applicable Issuing Lender in full upon such request, such Revolving Lender shall, on demand, pay to the Administrative Agent for the account of such the Issuing Lender interest on the unpaid amount during the period from the date of such drawing until such Revolving Lender pays such amount to such the Issuing Lender in full at a rate per annum equal to, if paid within two (2) Business Days of the date that such Lender is required to make payments of drawingsuch amount pursuant to the preceding sentence, the Federal Funds Effective Rate and thereafter at a rate equal to the Alternate Base Rate. Each Revolving Lender’s 's obligation to make such payment to the Issuing LendersLender, and the right of the Issuing Lenders Lender to receive the same, shall be absolute and unconditional, shall not be affected by any circumstance whatsoever and without regard to the termination of this Credit Agreement or the Revolving Commitments hereunder, the existence of a Default or Event of Default or the acceleration of the Obligations obligations of the Borrower hereunder and shall be made without any offset, abatement, withholding or reduction whatsoever. Simultaneously with the making of each such payment by a Lender to the Issuing Lender, such Lender shall, automatically and without any further action on the part of the Issuing Lender or such Lender, acquire a Participation Interest in an amount equal to such payment (excluding the portion of such payment constituting interest owing to the Issuing Lender) in the related unreimbursed drawing portion of the LOC Obligation and in the interest thereon and in the related LOC Documents, and shall have a claim against the Borrower with respect thereto.

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

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

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

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

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

Reimbursement. In the event If demand is made on any Member or Affiliate of any drawing such Member (including a Member Guarantor) for payment under any Letter of Creditguaranties (the "SHARED GUARANTIES") or any such party pays any amounts under any Shared Guaranties, the applicable Issuing Lender will promptly or if any obligations for liabilities under Shared Guaranties are satisfied from any such party's assets, such Member who pays or whose Member Guarantor or other Affiliate pays (a "PAYING MEMBER GUARANTOR") shall notify the Borrower other Members of such demand, payment or satisfaction and request that each such other Member pay its Pro-Rata share of the demand made on the Paying Member Guarantor or the payment or satisfaction made by the Paying Member Guarantor. The Paying Member Guarantor may include in its request for payment all amounts paid or expended in connection with the Shared Guaranties, including all amounts paid or incurred by the Paying Member Guarantor in administering or defending against the guarantee or other agreement. Each request for payment by the Paying Member Guarantor shall be treated for all purposes as a Capital Call. All amounts so paid by the Paying Member Guarantor (net of payments to it by the Company pursuant to this SECTION 5.5.2) to the Company by a Member or its Member Guarantor, shall be deemed an Additional Contribution made by such Member. Each Member that directly or through its Member Guarantor(s) pays its Pro-Rata share of the total amount due under the Shared Guaranty and the Administrative AgentPaying Member Guarantor's administration and defense costs shall be deemed a Contributing Member. The Borrower Any Member who fails to make its required contribution shall reimburse the applicable Issuing Lender on the day of drawing under any Letter of Credit if notified prior to 3:00 P.M. on be deemed a Business Day or, if after 3:00 P.M., on the following Business Day (either with the proceeds of a Revolving Loan obtained hereunder or otherwise) in same day funds as provided herein or in the LOC Documents. If the Borrower shall fail to reimburse the Issuing Lenders as provided herein, the unreimbursed amount of such drawing shall bear interest at a per annum rate equal to the Default Rate. Unless the Borrower shall immediately notify the applicable Issuing Lender Non-Contributing Member and the Administrative Agent of its intent to otherwise reimburse such Issuing Lender, amount not contributed shall be the Borrower Shortfall Amount and the Paying Member Guarantor shall be deemed to have requested a Mandatory LOC Borrowing (as defined in Section 2.3(e)) in made the amount Shortfall Contribution. Contributing Members shall have all of the drawing as provided rights, options and remedies set forth in subsection SECTION 5.2.2.2 (eFailure to Make Contributions) hereof, the proceeds with respect to such Shortfall Amount and with respect to their contribution. All amounts paid by or on behalf of which will be used to satisfy the Reimbursement Obligations. The Borrower’s Reimbursement Obligations hereunder Contributing Members shall be absolute credited to their Adjusted Capital and unconditional under their Capital Accounts, and all circumstances irrespective such amounts shall be promptly distributed by the Company to the Paying Member Guarantor upon receipt, to the extent the Paying Member Guarantor has previously made payment or satisfaction to the applicable creditor or claimant in excess of any rights of setits Member's Pro-off, counterclaim or defense to payment the Borrower may claim or have against the Issuing Lenders, the Administrative Agent, the Lenders, the beneficiary of the Letter of Credit drawn upon or any other Person, including, without limitation, any defense based on any failure of the Borrower to receive consideration or the legality, validity, regularity or unenforceability of the Letter of Credit. Each Issuing Lender will promptly notify the other Revolving Lenders Rata share of the amount of any unreimbursed drawing and each Revolving Lender shall promptly pay to the Administrative Agent for the account of such Issuing Lender, in Dollars and in immediately available funds, the amount of such Revolving Lender’s Revolving Commitment Percentage of such unreimbursed drawing. Such payment shall be made on the Business Day such notice is received by such Revolving Lender from the applicable Issuing Lender if such notice is received at or before 2:00 P.M., otherwise such payment shall be made at or before noon on the Business Day next succeeding the Business Day such notice is received. If such Revolving Lender does not pay such amount to the applicable Issuing Lender in full upon such request, such Revolving Lender shall, on demand, pay to the Administrative Agent for the account of such Issuing Lender interest on the unpaid amount during the period from the date of such drawing until such Revolving Lender pays such amount payable to such Issuing Lender in full at a rate per annum equal to, if paid within two (2) Business Days of the date of drawing, the Federal Funds Effective Rate and thereafter at a rate equal to the Alternate Base Rate. Each Revolving Lender’s obligation to make such payment to the Issuing Lenders, and the right of the Issuing Lenders to receive the same, shall be absolute and unconditional, shall not be affected by any circumstance whatsoever and without regard to the termination of this Agreement creditor 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 whatsoeverclaimant.

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

Reimbursement. In the event of any drawing under any Letter of Credit, the applicable Issuing Lender will promptly notify the Borrower. The Borrower will reimburse the Issuing Lender on the date of drawing as provided herein, unless the Borrower shall immediately notify the Issuing Lender and the Administrative AgentAgent that the Borrower intends to otherwise reimburse the Issuing Lender for such drawing or the Borrower shall request that the Lenders make a Revolving Loan in the amount of the drawing as provided in Section 2.4.5 hereof on the related Letter of Credit, the proceeds of which will be used to satisfy the related reimbursement obligations. The Borrower shall promises to reimburse the applicable Issuing Lender on the day of drawing under any Letter of Credit if notified prior to 3:00 P.M. on a Business Day or, if after 3:00 P.M., on the following Business Day (either with the proceeds of a Revolving Loan obtained hereunder or otherwise) in same day funds as provided herein or in the LOC Documentsfunds. If the Borrower shall fail to reimburse the Issuing Lenders Lender as provided hereinhereinabove, the Issuing Lender may request of the Administrative Agent that a Revolving Loan be made in the amount of the unreimbursed drawing, and the unreimbursed amount of such drawing shall bear interest at a per annum rate equal to the Default Rate. Unless the Borrower shall immediately notify the applicable Issuing Lender and the Administrative Agent of its intent to otherwise reimburse such Issuing Lender, the Borrower shall be deemed to have requested a Mandatory LOC Borrowing Floating Rate plus two percent (as defined in Section 2.3(e2%)) in the amount of the drawing as provided in subsection (e) hereof, the proceeds of which will be used to satisfy the Reimbursement Obligations. The Borrower’s Reimbursement Obligations 's reimbursement obligations hereunder shall be absolute and unconditional under all circumstances irrespective of any rights of set-offsetoff, counterclaim or defense to payment the Borrower may claim or have against the Issuing LendersLender, the Administrative Agent, the Lenders, the beneficiary of the Letter of Credit drawn upon or any other Person, including, including without limitation, limitation any defense based on any failure of the Borrower or any other Credit Party to receive consideration or the legality, validity, regularity or unenforceability of the Letter of Credit. Each The Issuing Lender will promptly notify the other Revolving Lenders Administrative Agent of the amount of any unreimbursed drawing and the Administrative Agent will give notice to each Revolving Lender shall to promptly pay to the Administrative Agent for the account of such the Issuing Lender, Lender in U.S. Dollars and in immediately available funds, the amount of such Revolving Lender’s Revolving Commitment Percentage 's pro rata share of such unreimbursed drawing. Such payment shall be made on the Business Day day such notice is received by such Revolving Lender from the applicable Issuing Lender Administrative Agent if such notice is received at or before 2:00 P.M., 1:00 P.M. (Chicago time) otherwise such payment shall be made at or before noon 12:00 Noon (Chicago time) on the Business Day next succeeding the Business Day day such notice is received. If such Revolving Lender does not pay such amount to the applicable Administrative Agent for the Issuing Lender in full upon such request, such Revolving Lender shall, on demand, pay to the Administrative Agent for the account of such the Issuing Lender interest on the unpaid amount during the period from the date of such drawing until such Revolving Lender pays such amount to such the Issuing Lender in full at a rate per annum equal to, if paid within two (2) Business Days of the date that such Lender is required to make payments of drawingsuch amount pursuant to the preceding sentence, the Federal Funds Effective Rate and thereafter at a rate equal to the Alternate Base Rate. Each Revolving Lender’s 's obligation to make such payment to the Issuing LendersLender, and the right of the Issuing Lenders Lender to receive the same, shall be absolute and unconditional, shall not be affected by any circumstance whatsoever and without regard to the termination of this Agreement or the Commitments hereunder, the existence of a Default or Event of Unmatured Default or the acceleration of the Obligations obligations of the Borrower hereunder and shall be made without any offset, abatement, withholding or reduction whatsoever. Simultaneously with the making of each such payment by a Lender to the Issuing Lender, such Lender shall, automatically and without any further action on the part of the Issuing Lender or such Lender, acquire a participation in an amount equal to such payment (excluding the portion of such payment constituting interest owing to the Issuing Lender) in the related unreimbursed drawn portion of the LOC Obligation and in the interest thereon and in the related LOC Documents, and shall have a claim against the Borrower with respect thereto.

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

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

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

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

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

Reimbursement. In the event of any drawing under any Letter of Credit, the applicable Issuing Lender will Bank shall promptly notify the Borrower and the Administrative Agentapplicable Borrower. The Unless such Borrower shall immediately notify the Issuing Bank that such Borrower intends to otherwise reimburse the applicable Issuing Lender Bank for such drawing, such Borrower shall be deemed to have requested that the Revolving Loan Lenders make a Revolving Loan in the amount of 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. Such Borrower promises to reimburse the Issuing Bank on the day of drawing under any Letter of Credit if notified prior to 3:00 P.M. on a Business Day or, if after 3:00 P.M., on the following Business Day (either with the proceeds of a Revolving Loan obtained hereunder or otherwise) in same day funds as provided herein or in the LOC Documentsfunds. If the such Borrower shall fail to reimburse the Issuing Lenders Bank as provided hereinhereinabove, the unreimbursed amount of such drawing shall bear interest at a per annum rate equal to the Default Rate. Unless the Borrower shall immediately notify the applicable Issuing Lender and the Administrative Agent of its intent to otherwise reimburse such Issuing Lender, the Borrower shall be deemed to have requested a Mandatory LOC Borrowing (as defined 2.00% per annum in Section 2.3(e)) in the amount excess of the drawing as provided in subsection (e) hereof, the proceeds of which will be used to satisfy the Reimbursement Obligationsinterest rate otherwise payable under this Agreement for Base Rate Loans. The Borrower’s Reimbursement Obligations Borrowers' reimbursement obligations hereunder shall be absolute and unconditional under all circumstances irrespective of any rights of set-offsetoff, counterclaim or defense to payment the any Borrower may claim or have against the Issuing LendersBank, the Administrative Agent, the Lendersany other Secured Party, the beneficiary of the Letter of Credit drawn upon or any other Person, including, without limitation, 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. Each The Issuing Lender Bank will promptly notify the other Revolving Loan Lenders of the amount of any unreimbursed drawing and each Revolving Lender shall promptly pay to the Administrative Agent for the account of such the Issuing LenderBank, in Dollars and in immediately available funds, the amount of such Revolving Loan Lender’s Revolving Commitment Percentage 's Pro Rata Share of such unreimbursed drawing. Such payment shall be made on the Business Day day such notice is received by such Revolving Loan Lender from the applicable Issuing Lender Bank if such notice is received at or before 2:00 P.M.11:00 A.M. (New York City time), and otherwise such payment shall be made at or before noon 11:00 A.M. (New York City time) on the Business Day next succeeding the Business Day day such notice is received. If such Revolving Loan Lender does not pay such amount to the applicable Issuing Lender Bank in full upon such request, such Revolving Lender shall, on demand, pay to the Administrative Agent for the account of such the Issuing Lender Bank interest on the unpaid amount during the period from the date of such drawing until such Revolving Lender pays such amount to such the Issuing Lender Bank in full at a rate per annum equal to, if paid within two (2) three Business Days of the date that such Revolving Loan Lender is required to make payments of drawingsuch amount pursuant to the preceding sentence, the Federal Funds Effective Rate and thereafter and, thereafter, at a rate equal to the Alternate interest rate otherwise payable under this Agreement for Base RateRate Loans. Each Revolving Loan Lender’s 's obligation to make such payment to the Issuing LendersBank, and the right of the Issuing Lenders Bank to receive the same, shall be absolute and unconditional, shall not be affected by any circumstance whatsoever and shall be without regard to the termination of this Agreement or the Commitments hereunder, the existence of a Potential Event of Default or Event of Default or the acceleration of the Obligations obligations of any Borrower hereunder and shall be made without any offset, abatement, withholding or reduction whatsoever. Simultaneously with the making of each such payment by a Revolving Loan Lender to the 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 payment constituting interest owing to the Issuing Bank) in the related unreimbursed drawing portion of the Letter of Credit Obligation and in the interest thereon and in the related LOC Documents, and shall have a claim against the applicable Borrower with respect thereto.

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

Reimbursement. In the event of any drawing under any Letter of Credit, the applicable Issuing Lender will promptly notify the Borrower and Borrowers. Unless the Administrative AgentBorrowers shall immediately notify the Issuing Lender of its intent to otherwise reimburse the Issuing Lender, the Borrowers shall be deemed to have requested a Swing Line Loan to the extent a Swing Line Loan in such amount is available (including the ability of the Borrowers to meet the conditions of Section 5.2) or if a Swing Line Loan is not available then a Revolving Loan, in each case at the Adjusted Base Rate in the amount of the drawing, in either case, the proceeds of which will be used to satisfy the reimbursement obligations. The Borrower Borrowers shall reimburse the applicable Issuing Lender on the day of drawing under any Letter of Credit if notified prior to 3:00 P.M. on a Business Day or, if after 3:00 P.M., on the following Business Day (either with the proceeds of a such Swing Line Loan or Revolving Loan obtained hereunder or otherwise) otherwise in same day funds as provided herein or in the LOC Documents. If the Borrower Borrowers shall fail to reimburse the Issuing Lenders Lender as provided hereinhereinabove, the unreimbursed amount of such drawing shall bear interest at a per annum rate equal to the Default Rate. Unless Base Rate plus the Borrower shall immediately notify Applicable Percentage for the applicable Issuing Lender and the Administrative Agent of its intent to otherwise reimburse such Issuing Lender, the Borrower shall be deemed to have requested a Mandatory LOC Borrowing Base Rate Loans that are Revolving Loans plus two percent (as defined in Section 2.3(e2%)) in the amount of the drawing as provided in subsection (e) hereof, the proceeds of which will be used to satisfy the Reimbursement Obligations. The Borrower’s Reimbursement Obligations Borrowers' reimbursement obligations hereunder shall be absolute and unconditional under all circumstances irrespective of (but without waiver of) any rights of set-off, counterclaim or defense to payment the Borrower applicable account party or the Borrowers may claim or have against the an Issuing LendersLender, the Administrative an Agent, the Lenders, the beneficiary of the Letter of Credit drawn upon or any other Person, including, including without limitation, any defense based on any failure of the Borrower applicable account party, the Borrowers or any other Credit Party to receive consideration or the legality, validity, regularity or unenforceability of the Letter of Credit. Each The Issuing Lender will promptly notify the other Revolving Lenders LOC Participants of the amount of any unreimbursed drawing and each Revolving Lender LOC Participant shall promptly pay to the Administrative Agent for the account of such Issuing Lender, in Dollars and in immediately available funds, the amount of such LOC Participant's Revolving Lender’s Revolving Loan Commitment Percentage of such unreimbursed drawing. Such payment shall be made on the Business Day day such notice is received by such Revolving Lender from the applicable Issuing Lender if such notice is received at or before 2:00 P.M.12:00 Noon, otherwise such payment shall be made at or before noon 12:00 Noon on the Business Day next succeeding the Business Day day such notice is received. If such Revolving Lender LOC Participant does not pay such amount to the applicable Issuing Lender in full upon such request, such Revolving Lender LOC Participant shall, on demand, pay to the Administrative Agent for the account of such Issuing Lender interest on the unpaid amount during the period from the date of such the LOC Participant received the notice regarding the unreimbursed drawing until such Revolving Lender LOC Participant pays such amount to such the Issuing Lender in full at a rate per annum equal to, if paid within two (2) Business Days of the date of drawing, the Federal Funds Effective Rate and thereafter at a rate equal to the Alternate Base Rate. Each Revolving Lender’s LOC Participant's obligation to make such payment to the Issuing LendersLender, and the right of the Issuing Lenders Lender to receive the same, shall be absolute and unconditional, shall not be affected by any circumstance whatsoever and without regard to the termination of this Credit Agreement or the Commitments hereunder, the existence of a Default or Event of Default or the acceleration of the Obligations obligations hereunder and shall be made without any offset, abatement, withholding or reduction whatsoever. Simultaneously with the making of each such payment by a LOC Participant to the Issuing Lender, such LOC Participant shall, automatically and without any further action on the part of the Issuing Lender or such LOC Participant, acquire a participation in an amount equal to such payment (excluding the portion of such payment constituting interest owing to the Issuing Lender) in the related unreimbursed drawing portion of the LOC Obligation and in the interest thereon and in the related LOC Documents, and shall have a claim against the Borrowers and the other Credit Parties with respect thereto.

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

Reimbursement. In the event of any drawing under any Letter of Credit, the applicable Issuing Lender will promptly notify the Borrower. Unless the Borrower and shall immediately notify the Administrative AgentIssuing Lender that the Borrower intends to otherwise reimburse the Issuing Lender for such drawing, the Borrower shall be deemed to have requested that the Lenders make a Revolving Credit Loan in the amount of the drawing as provided in subsection (d) hereof on the related Letter of Credit, the proceeds of which will be used to satisfy the related reimbursement obligations. The Borrower shall promises to reimburse the applicable Issuing Lender on the day of drawing under any Letter of Credit if notified prior to 3:00 P.M. on a Business Day or, if after 3:00 P.M., on the following Business Day (either with the proceeds of a Revolving Credit Loan obtained hereunder or otherwise) in same day funds as provided herein or in the LOC Documentsfunds. If the Borrower shall fail to reimburse the Issuing Lenders Lender as provided hereinherein above, the unreimbursed amount of such drawing shall bear interest at a per annum rate equal to the Default Rate. Unless Alternate Base Rate plus the Borrower shall immediately notify sum of (i) the applicable Issuing Lender and the Administrative Agent of its intent to otherwise reimburse such Issuing Lender, the Borrower shall be deemed to have requested a Mandatory LOC Borrowing Applicable Margin for Revolving Credit Loans comprising Alternate Base Rate Loans plus (as defined in Section 2.3(eii) two percent (2%)) in the amount of the drawing as provided in subsection (e) hereof, the proceeds of which will be used to satisfy the Reimbursement Obligations. The Borrower’s Reimbursement Obligations reimbursement obligations hereunder shall be absolute and unconditional under all circumstances irrespective of any rights of set-offsetoff, counterclaim or defense to payment the Borrower may claim or have against the Issuing LendersLender, the Administrative Agent, the Lenders, the beneficiary of the Letter of Credit drawn upon or any other Person, including, including without limitation, limitation any defense based on any failure of the Borrower to receive consideration or the legality, validity, regularity or unenforceability of the Letter of Credit. Each The Issuing Lender will promptly notify the Administrative Agent which shall promptly thereafter notify the other Revolving Lenders of the amount of any unreimbursed drawing and each Revolving Lender shall promptly pay to the Administrative Agent for the account of such the Issuing Lender, Lender in Dollars and in immediately available funds, the amount of such Revolving Lender’s Revolving Credit Commitment Percentage of such unreimbursed drawing. Such payment shall be made on the Business Day day such notice is received by such Revolving Lender from the applicable Issuing Lender if such notice is received at or before 2:00 P.M.10:00 A.M. (New York, New York time) otherwise such payment shall be made at or before noon 10:00 A.M. (New York, New York time) on the Business Day next succeeding the Business Day day such notice is received. If such Revolving Lender does not pay such amount to the applicable Issuing Lender in full upon such request, such Revolving Lender shall, on demand, pay to the Administrative Agent for the account of such the Issuing Lender interest on the unpaid amount during the period from the date of such drawing until such Revolving Lender pays such amount to such the Issuing Lender in full at a rate per annum equal to, if paid within two (2) Business Days of the date that such Lender is required to make payments of drawingsuch amount pursuant to the preceding sentence, the Federal Funds Effective Rate and thereafter at a rate equal to the Alternate Base Rate. Each Revolving Lender’s obligation to make such payment to the Issuing LendersLender, and the right of the Issuing Lenders Lender to receive the same, shall be absolute and unconditional, shall not be affected by any circumstance whatsoever and without regard to the termination of this Agreement or the Commitments hereunder, the existence of a Default or Event of Default or the acceleration of the Obligations obligations of the Borrower hereunder and shall be made without any offset, abatement, withholding or reduction whatsoever. Simultaneously with the making of each such payment by a Lender to the Issuing Lender, such Lender shall, automatically and without any further action on the part of the Issuing Lender or such Lender, acquire a participation in an amount equal to such payment (excluding the portion of such payment constituting interest owing to the Issuing Lender) in the related unreimbursed drawing portion of the LOC Obligation and in the interest thereon and in the related LOC Documents, and shall have a claim against the Borrower with respect thereto.

Reimbursement. In the event of any drawing under any Letter of Credit, the applicable Issuing Lender will promptly notify the Borrower and the Administrative Agent. The Borrower shall reimburse the applicable Issuing Lender on the day of drawing under any Letter of Credit if notified prior to 3:00 P.M. on a Business Day or, if after 3:00 P.M., on the following Business Day (either with the proceeds of a Revolving Loan 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 Lenders Lender as provided herein, the unreimbursed amount of such drawing (such amount, the “Unreimbursed Amount”) shall bear interest at a 2% per annum plus the rate equal otherwise applicable to the Default Rate. Unless such Advance, and unless the Borrower shall immediately notify the applicable Issuing Lender and the Administrative Agent of its intent to otherwise reimburse such the Issuing Lender, the Borrower shall be deemed to have requested a Mandatory LOC Borrowing (an Advance in an amount equal to the Unreimbursed Amount as defined provided in Section 2.3(e)) in the amount of the drawing as provided in subsection (e) hereof, the proceeds of which will be used to satisfy the Reimbursement Obligationsreimbursement obligations. The Borrower’s Reimbursement Obligations reimbursement obligations hereunder shall be absolute and unconditional under all circumstances irrespective of any rights of set-off, counterclaim or defense to payment the Borrower may claim or have against the Issuing LendersLender, the Administrative Agent, the Lenders, the beneficiary of the Letter of Credit drawn upon or any other Person, including, including without limitation, limitation any defense based on any failure of the Borrower to receive consideration or the legality, validity, regularity or unenforceability of the Letter of Credit. Each The Issuing Lender will promptly notify the other Revolving Lenders of the amount of any unreimbursed drawing Unreimbursed Amount and each Revolving Lender shall promptly pay to the Administrative Agent for the account of such Issuing Lender, in Dollars and in immediately available funds, the amount of such Revolving Lender’s Revolving Commitment Percentage Pro Rata Share of such unreimbursed drawing. Such payment shall be made on the Business Day day such notice is received by such Revolving Lender from the applicable Issuing Lender if such notice is received at or before 2:00 P.M.p.m. New York, New York time (1:00 p.m. Chicago, Illinois time), otherwise such payment shall be made at or before noon 12:00 Noon New York, New York time (11:00 a.m. Chicago, Illinois time) on the Business Day next succeeding the Business Day day such notice is received. If such Revolving Lender does not pay such amount to the applicable Issuing Lender in full upon such request, such Revolving Lender shall, on demand, pay to the Administrative Agent for the account of such the Issuing Lender interest on the unpaid amount during the period from the date of such drawing until such Revolving Lender pays such amount to such the Issuing Lender in full at a rate per annum equal to, if paid within two (2) Business Days of the date of drawing, the Federal Funds Effective Rate and thereafter at a rate equal to the Alternate Base Prime Rate. Each Revolving Lender’s obligation to make such payment to the Issuing LendersLender, and the right of the Issuing Lenders Lender to receive the same, shall be absolute and unconditional, shall not be affected by any circumstance whatsoever and without regard to the termination of this Agreement or the Commitments hereunder, the existence of a Default Termination Event or Unmatured Termination Event of Default or the acceleration of the Obligations hereunder and shall be made without any offset, abatement, withholding or reduction whatsoever.

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

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

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

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

Reimbursement. In Upon substantial completion of the event Work, Tenant shall reimburse Landlord for any cost or expense reasonably incurred by Landlord as a result of any drawing under any Letter damage to Landlord’s property caused by Tenant’s Agents in performing the Work. Warm Springs Road and Xxxxxxx Road Las Vegas, Nevada Switch, Ltd. EXHIBIT G MASTER LEASE (Attached, unless previously provided to Tenant) Industrial Lease—Las Vegas, Nevada Warm Springs Road and Xxxxxxx Road Las Vegas, Nevada Switch, Ltd. EXHIBIT H FORM OF LETTER OF CREDIT [Letterhead of Creditan Issuing Bank acceptable to Beneficiary] DATE Beltway Business Park Warehouse No. 6, the applicable Issuing Lender will promptly notify the Borrower and the Administrative Agent. The Borrower shall reimburse the applicable Issuing Lender on the day LLC (“Beneficiary”) c/o Majestic Realty Co. 13191 Crossroads Parkway North, 6th Floor City of drawing under any Industry, CA 91746 Gentlemen: We hereby establish our Irrevocable Letter of Credit if notified prior and authorize you to 3:00 P.M. draw on a Business Day or, if after 3:00 P.M., on the following Business Day (either with the proceeds of a Revolving Loan obtained hereunder or otherwise) in same day funds as provided herein or in the LOC Documents. If the Borrower shall fail to reimburse the Issuing Lenders as provided herein, the unreimbursed amount of such drawing shall bear interest us at a per annum rate equal to the Default Rate. Unless the Borrower shall immediately notify the applicable Issuing Lender and the Administrative Agent of its intent to otherwise reimburse such Issuing Lender, the Borrower shall be deemed to have requested a Mandatory LOC Borrowing (as defined in Section 2.3(e)) in the amount of the drawing as provided in subsection (e) hereof, the proceeds of which will be used to satisfy the Reimbursement Obligations. The Borrower’s Reimbursement Obligations hereunder shall be absolute and unconditional under all circumstances irrespective of any rights of set-off, counterclaim or defense to payment the Borrower may claim or have against the Issuing Lenders, the Administrative Agent, the Lenders, the beneficiary of the Letter of Credit drawn upon or any other Person, including, without limitation, any defense based on any failure of the Borrower to receive consideration or the legality, validity, regularity or unenforceability of the Letter of Credit. Each Issuing Lender will promptly notify the other Revolving Lenders of the amount of any unreimbursed drawing and each Revolving Lender shall promptly pay to the Administrative Agent sight for the account of such Issuing Lender, in Dollars and in immediately available funds[name of tenant] (“Applicant”), the aggregate amount of Dollars ($ ). This Letter of Credit has been issued at Applicant’s request in order to satisfy a requirement contained in that certain Land Lease, dated , 20 , between Beneficiary, as landlord, and Applicant, as tenant (the “Lease”). Funds under this Letter of Credit are available to the Beneficiary as follows: Any or all of the sums hereunder may be drawn down at any time and from time to time from and after the date hereof by a vice president, senior vice president, executive vice president, president or chairman of Majestic Realty Co., which is the manager of Beneficiary (“Representative”), when accompanied by this Letter of Credit and a written statement signed by the Representative of Beneficiary, certifying that such Revolving Lender’s Revolving Commitment Percentage monies are due and owing to Beneficiary under the terms of the Lease (the “Certification”), and a sight draft executed and endorsed by the Representative of Beneficiary. This Letter of Credit is transferable in its entirety. Should a transfer be desired, such unreimbursed drawingtransfer will be subject to the return to us of this advice, together with written instructions. Such payment The amount of each draft must be endorsed on the reverse hereof by the negotiating bank. We hereby agree that this Letter of Credit shall be made on duly honored upon presentation and delivery of the Business Day such notice Certification specified above. This letter of credit shall have an initial term of one (1) year. It is received by such Revolving Lender from the applicable Issuing Lender if such notice is received at or before 2:00 P.M., otherwise such payment a condition of this Letter of Credit that it shall be made automatically renewed without the need for notice for successive, additional one (1) year periods unless, at least sixty (60) days prior to any such date of expiration, the undersigned shall give written notice to Beneficiary, by certified mail, return receipt requested and at the address set forth above or before noon on the Business Day next succeeding the Business Day at such notice is received. If such Revolving Lender does not pay such amount other address as may be given to the applicable Issuing Lender in undersigned by Beneficiary, that this Letter of Credit will not be renewed. Notwithstanding the above, this Letter of Credit will have a 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 and final expiration date of such drawing until such Revolving Lender pays such amount (60 days after Lease expiration). This Letter of Credit is subject to such and governed by the Uniform Customs and Practices for Documentary Credits, International Chamber of Commerce Publication No. 600 (2007 Revision) [or current revision]. Very truly yours, [Name of Issuing Lender in full at a rate per annum equal toBank] By: Industrial Lease—Las Vegas, if paid within two Nevada Warm Springs Road and Xxxxxxx Road Las Vegas, Nevada Switch, Ltd. EXHIBIT I MEMORANDUM OF LEASE (2Attached) Business Days Warm Springs Road and Xxxxxxx Road Las Vegas, Nevada Switch, Ltd. ASSESSOR’S PARCEL NUMBERS: WHEN RECORDED, RETURN TO: SWITCH, LTD. 0000 X. Xxxxxxx Xxxx. Xxx Xxxxx, Xxxxxx 00000 Attention: MEMORANDUM OF LEASE THIS MEMORANDUM OF LEASE (“Memorandum”) is made as of the date day of drawing2016, the Federal Funds Effective Rate by and thereafter at between BELTWAY BUSINESS PARK WAREHOUSE NO. 6, LLC, a rate equal to the Alternate Base Rate. Each Revolving Lender’s obligation to make such payment to the Issuing LendersNevada limited liability company, whose address is c/o Majestic Realty Co., 00000 Xxxxxxxxxx Xxxxxxx North, 0xx Xxxxx, Xxxx xx Xxxxxxxx, Xxxxxxxxxx 00000 (“Landlord”), and the right of the Issuing Lenders to receive the sameSWITCH, shall be absolute and unconditionalLTD., shall not be affected by any circumstance whatsoever and without regard to the termination of this Agreement or the Commitments hereundera Nevada limited liability company, the existence of a Default or Event of Default or the acceleration of the Obligations hereunder and shall be made without any offsetwhose address is 0000 X. Xxxxxxx Xxxx., abatementXxx Xxxxx, withholding or reduction whatsoeverXxxxxx 00000 (“Tenant”).

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

Reimbursement. In Issuing Bank will promptly notify the event Co-Borrowers of any drawing under any Letter of Credit. Unless Holdings, on behalf of the Co-Borrowers, shall immediately notify Issuing Bank that the Co-Borrowers intend to reimburse Issuing Bank for such drawing other than from proceeds of Revolving Loans, the applicable Co-Borrowers shall be deemed to have requested that the Lenders make Revolving Loans in the amount of such drawing as provided in subsection (e) hereof on the related Letter of Credit, the proceeds of which will be used to satisfy the related reimbursement obligations to Issuing Lender will promptly notify the Borrower and the Administrative AgentBank. The Borrower shall Co-Borrowers jointly and severally agree to reimburse the applicable Issuing Lender Bank on the day date of drawing under any Letter of Credit if notified prior to 3:00 P.M. on a Business Day or, if after 3:00 P.M., on the following Business Day (either with the proceeds of a Revolving Loan obtained hereunder Loans or otherwise) in same day funds as provided herein or in the LOC Documentsimmediately available funds. If the Borrower shall fail conditions for making a Revolving Loan deemed requested pursuant to this Section 2.5(d) to reimburse the Issuing Lenders any Letter of Credit drawing have not been satisfied as provided hereinin Section 2.5(e) hereof, and the Administrative Agent in its sole discretion has not waived the unsatisfied conditions for making the Revolving Loan but has not accelerated the payment date of the Obligations pursuant to Section 10.2 hereof because of the Co-Borrowers' failure to reimburse such drawing, the Co-Borrowers shall pay the Letter of Credit drawing in full, or the unreimbursed amount of such drawing shall bear interest at a rate per annum rate equal to the Default Rate. Unless the Borrower shall immediately notify the applicable Issuing Lender and the Administrative Agent of its intent to otherwise reimburse such Issuing Lender, the Borrower shall be deemed to have requested a Mandatory LOC Borrowing Base Rate plus two percent (as defined in Section 2.3(e2%)) in the amount of the drawing as provided in subsection (e) hereof, the proceeds of which will be used to satisfy the Reimbursement Obligations. The Borrower’s Reimbursement Obligations Co-Borrowers' reimbursement obligations hereunder shall be absolute and unconditional under all circumstances irrespective of any rights of set-offsetoff, counterclaim or defense to payment the any Co-Borrower may claim or have against the Issuing LendersBank, the Administrative Agent, the Lenders, the beneficiary of the such Letter of Credit drawn upon or any other Person, including, including without limitation, limitation any defense based on any failure of the any Co-Borrower or any Subsidiary of any Co-Borrower to receive consideration or the legality, validity, regularity validity or unenforceability of the Letter of Credit. Each Issuing Lender Bank will promptly notify the other Revolving Lenders of the amount of any unreimbursed drawing and each Revolving Lender shall promptly pay to the Administrative Agent for the account of such Issuing LenderBank, in Dollars or, in the case of any Letter of Credit drawing made in a Foreign Currency, the applicable Foreign Currency, and in immediately available funds, the amount of such Revolving Lender’s Revolving 's Commitment Percentage of such unreimbursed drawingdrawing and such payment shall be made or deemed made pursuant to clause (e) below. Such payment shall be made on the Business Day day such notice is received by such Revolving Lender from the applicable Issuing Lender Bank if such notice is received at or before 2:00 P.M.3:00 P.M. (Atlanta time); otherwise, otherwise such payment shall be made at or before noon 1:00 P.M. (Atlanta time) on the Business Day next succeeding the Business Day day such notice is received. If such Revolving Lender does not pay such amount to the applicable Issuing Lender Bank in full upon such request, such Revolving Lender shall, on demand, pay to the Administrative Agent for the account of such Issuing Lender Bank interest on the unpaid amount during the period from the date of such drawing until such Revolving Lender pays such amount to such Issuing Lender Bank in full at a rate per annum equal to, if paid within two (2) Business Days of the date that such Lender is required to make payments of drawingsuch amount pursuant to the preceding sentence, the Federal Funds Effective Rate and thereafter at a rate equal to the Alternate Domestic Base Rate. Each Revolving Lender’s 's obligation to make such payment to the Issuing LendersBank, and the right of the Issuing Lenders Bank to receive the same, shall be absolute and unconditional, shall not be affected by any circumstance whatsoever and without regard to the termination of this Agreement or the Commitments hereunder, the existence of a Default or Event of Default or the acceleration of the Obligations obligations of the Co-Borrowers hereunder and shall be made without any offset, abatement, withholding or reduction whatsoever. Simultaneously with the making of each such payment by a Lender to Issuing Bank, such Lender shall, automatically and without any further action on the part of Issuing Bank or such Lender, acquire a participation in an amount equal to such payment (excluding the portion of such payment constituting interest owing to Issuing Bank) in the related unreimbursed drawing portion of the LOC Obligation and in the interest thereon, and shall have a claim against Co-Borrowers with respect thereto.

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

Reimbursement. In Upon the event Issuing Bank’s receipt from the beneficiary of any Letter of Credit of any notice of a drawing under any such Letter of Credit, the applicable Issuing Lender will promptly Bank shall notify the Borrower and the Administrative AgentAgent thereof. The Borrower hereby agrees to pay on demand to the Issuing Bank in respect of each Letter of Credit issued for either of their account an amount equal to any amount paid by the Issuing Bank under or in respect of such Letter of Credit. In the event the Issuing Bank makes a payment pursuant to a request for draw presented under a Letter of Credit and makes demand of the Borrower for the reimbursement thereof by 12:00 p.m. (New York time) the Borrower shall reimburse the applicable Issuing Lender Bank for such amount paid by the Issuing Bank on the day of drawing under any Letter of Credit same Business Day; provided, however, that if notified prior to 3:00 P.M. on a Business Day or, if after 3:00 P.M., on the following Business Day (either with the proceeds of a Revolving Loan obtained hereunder or otherwise) in same day funds as provided herein or in the LOC Documents. If the Borrower shall fail to reimburse the Issuing Lenders as provided herein, the unreimbursed amount of Bank makes demand after such drawing shall bear interest at a per annum rate equal to the Default Rate. Unless the Borrower shall immediately notify the applicable Issuing Lender and the Administrative Agent of its intent to otherwise reimburse such Issuing Lendertime, the Borrower shall be deemed so reimburse the Issuing Bank on the next succeeding Business Day. If such payment is not promptly reimbursed by the Borrower pursuant 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) hereofimmediately preceding sentence, the proceeds Issuing Bank shall give notice of which will be used such failure to satisfy the Reimbursement Obligations. The Borrower’s Reimbursement Obligations hereunder shall be absolute and unconditional under all circumstances irrespective of any rights of set-off, counterclaim or defense to payment the Borrower may claim or have against the Issuing Lenders, the Administrative Agent, the Lenders, the beneficiary of the Letter of Credit drawn upon or any other Person, including, without limitation, any defense based on any failure of the Borrower to receive consideration or the legality, validity, regularity or unenforceability of the Letter of Credit. Each Issuing Lender will promptly notify the other Revolving Lenders of the amount of any unreimbursed drawing and each Revolving Lender shall promptly pay to the Administrative Agent and the Lenders, and each Lender shall promptly reimburse the Issuing Bank for the account of such Issuing Lender, in Dollars and in immediately available funds, the amount of such Revolving Lender’s Revolving Commitment Percentage Pro Rata Share of such unreimbursed drawing. Such payment amount, and such reimbursement shall be made on deemed for all purposes of this Agreement to constitute a Borrowing comprised of Base Rate Advances to the Business Day Borrower from such notice is received by such Revolving Lender from the applicable Issuing Lender if such notice is received at or before 2:00 P.M., otherwise such payment shall be made at or before noon on the Business Day next succeeding the Business Day such notice is receivedLender. If such Revolving reimbursement is not made by any Lender does not pay such amount to the applicable Issuing Lender in full upon Bank on the same day on which the Issuing Bank shall have made payment on any such requestdraw, such Revolving Lender shall, on demand, shall pay interest thereon 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 Bank 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 to a rate equal reasonably determined by the Administrative Agent in accordance with banking industry rules on interbank compensation. The Borrower hereby unconditionally and irrevocably authorizes, empowers, and directs the Administrative Agent and the Lenders to the Alternate Base Rate. Each Revolving Lender’s obligation to make record and otherwise treat such payment to under a Letter of Credit not immediately reimbursed by the Issuing Lenders, and the right Borrower as a Borrowing comprised of the Issuing Lenders to receive the same, shall be absolute and unconditional, shall not be affected by any circumstance whatsoever and without regard to the termination of this Agreement or the Commitments hereunder, the existence of a Default or Event of Default or the acceleration of the Obligations hereunder and shall be made without any offset, abatement, withholding or reduction whatsoeverBase Rate Advances.

Reimbursement. In The Seller and the Purchaser, as the case may be, shall provide reimbursement for any Tax paid by one party (the “Reimbursed Party”) all or a portion of which is the responsibility of the other party (the “Reimbursing Party”) in accordance with the terms of this Section 6.02. Within a reasonable time prior to the payment of any such Tax or, in the case of a Tax that has been paid prior to the Closing, a reasonable time prior to the Closing, the party paying such Tax shall give notice to the other party of the Tax payable and the portion which is the liability of each party. Notwithstanding the preceding sentence, in the event that the Reimbursed Party receives written notice of any drawing under any Letter pending or threatened tax examination, audit or other administrative or judicial proceeding (a “Tax Contest”) that could reasonably be expected to result in a reimbursement obligation of Creditthe Reimbursed Party pursuant to this Section 6.02, the applicable Issuing Lender will promptly Reimbursed Party shall notify the Borrower and the Administrative Agent. The Borrower shall reimburse the applicable Issuing Lender on the day Reimbursing Party in writing within thirty (30) calendar days of drawing under any Letter receipt of Credit if notified prior to 3:00 P.M. on a Business Day or, if after 3:00 P.M., on the following Business Day (either with the proceeds of a Revolving Loan obtained hereunder or otherwise) in same day funds as provided herein or in the LOC Documentssuch notice. If the Borrower shall fail Reimbursed Party fails to reimburse the Issuing Lenders as provided herein, the unreimbursed amount of provide such drawing shall bear interest at a per annum rate equal notice to the Default Rate. Unless the Borrower shall immediately notify the applicable Issuing Lender and the Administrative Agent of its intent to otherwise reimburse such Issuing LenderReimbursing Party, the Borrower shall be deemed to have requested a Mandatory LOC Borrowing (as defined in Section 2.3(e)) in the amount of the drawing as provided in subsection (e) hereof, the proceeds of which will be used to satisfy the Reimbursement Obligations. The Borrower’s Reimbursement Obligations hereunder shall be absolute and unconditional under all circumstances irrespective of any rights of set-off, counterclaim or defense to payment the Borrower may claim or have against the Issuing Lenders, the Administrative Agent, the Lenders, the beneficiary of the Letter of Credit drawn upon or any other Person, including, without limitation, any defense based on any failure of the Borrower to receive consideration or the legality, validity, regularity or unenforceability of the Letter of Credit. Each Issuing Lender will promptly notify the other Revolving Lenders of the amount of any unreimbursed drawing and each Revolving Lender shall promptly pay to the Administrative Agent for the account of such Issuing Lender, in Dollars and in immediately available funds, the amount of such Revolving Lender’s Revolving Commitment Percentage of such unreimbursed drawing. Such payment shall be made on the Business Day such notice is received by such Revolving Lender from the applicable Issuing Lender if such notice is received at or before 2:00 P.M., otherwise such payment shall be made at or before noon on the Business Day next succeeding the Business Day such notice is received. If such Revolving Lender does not pay such amount to the applicable Issuing Lender in full upon such request, such Revolving Lender shall, on demand, pay to the Administrative Agent for the account of such Issuing Lender interest on the unpaid amount during the period from the date of such drawing until such Revolving Lender pays such amount to such Issuing Lender in full at a rate per annum equal to, if paid within two (2) Business Days of the date of drawing, the Federal Funds Effective Rate and thereafter at a rate equal to the Alternate Base Rate. Each Revolving Lender’s obligation to make such payment to the Issuing Lenders, and the right of the Issuing Lenders to receive the same, shall be absolute and unconditional, it shall not be affected by entitled to reimbursement for any circumstance whatsoever and without regard Taxes arising in connection with such Tax Contest, but only to the termination of this Agreement extent, if any, that such failure or delay shall have adversely affected the Commitments Reimbursing Party’s ability to defend against, settle, or satisfy any action, suit or proceeding against it, or any damage, loss, claim or demand for which the Reimbursed Party is entitled to reimbursement hereunder. If a Tax Contest relates to any Taxes for which the Reimbursing Party is liable in full hereunder, the existence Reimbursing Party may at its expense control the defense and settlement of a Default or Event such Tax Contest. If the Reimbursing Party declines to control the defense of Default or any Tax Contest, then the acceleration Reimbursed Party may control such Tax Contest; provided, that the Reimbursed Party shall not agree to any settlement thereof without the written consent of the Obligations hereunder Reimbursing Party, which shall not be unreasonably withheld. The party not in control of the defense shall have the right to be kept fully informed of any material developments and receive copies of all correspondence and shall have the right to observe the conduct of any Tax Contest (through attendance at meetings) at its own expense, including through its own counsel and other professional experts. The Reimbursed Party and the Reimbursing Party shall jointly represent and control any Tax Contest relating to Taxes for a Straddle Period, and fees and expenses related to such representation shall be made without any offset, abatement, withholding or reduction whatsoeverpaid proportionately by the Reimbursed Party and the Reimbursing Party.

Reimbursement. In the event of any drawing under any Letter of Credit, ------------- the applicable Issuing Lender Bank will promptly notify the Borrower and the Administrative Agent. 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 deemed to have requested that the Banks with Revolving Commitments make a Revolving Loan in the amount of the drawing as provided in subsection (d) hereof on the related Letter of Credit, the proceeds of which will be used to satisfy the related reimbursement obligations. The Borrower shall promises to reimburse the applicable Issuing Lender Bank on the day of drawing under any Letter of Credit if notified prior to 3:00 P.M. on a Business Day or, if after 3:00 P.M., on the following Business Day (either with the proceeds of a Revolving Loan obtained hereunder or otherwise) in same day funds as provided herein or in the LOC Documentsfunds. If the Borrower shall fail to reimburse the Issuing Lenders Bank as provided hereinhereinabove, the unreimbursed amount of such drawing shall bear interest at a per annum rate equal to the Default Rate. Unless Base Rate plus the Borrower shall immediately notify the margin applicable Issuing Lender and the Administrative Agent of its intent to otherwise reimburse such Issuing Lender, the Borrower shall be deemed to have requested a Mandatory LOC Borrowing for Base Rate Loans under Section 2.3(a)(i) plus two percent (as defined in Section 2.3(e2%)) in the amount of the drawing as provided in subsection (e) hereof, the proceeds of which will be used to satisfy the Reimbursement Obligations. The Borrower’s Reimbursement Obligations 's reimbursement obligations hereunder shall be absolute and unconditional under all circumstances irrespective of any rights of set-offsetoff, counterclaim or defense to payment the Borrower may claim or have against the Issuing LendersBank, the Administrative Agent, the LendersBanks with Revolving Commitments, the beneficiary of the Letter of Credit drawn upon or any other Person, including, including without limitation, limitation any defense based on any failure of the Borrower or any other Credit Party to receive consideration or the legality, validity, regularity or unenforceability of the Letter of Credit. Each Issuing Lender The Administrative Agent will promptly notify the other Banks with Revolving Lenders Commitments of the amount of any unreimbursed drawing and each Bank with a Revolving Lender Commitment shall promptly pay to the Administrative Agent for the account of such the Issuing Lender, Bank in Dollars U.S. dollars and in immediately available funds, the amount of such Revolving Lender’s Bank's Revolving Commitment Percentage of such unreimbursed drawing. Such payment shall be made on the Business Day day such notice is received by such Revolving Lender Bank from the applicable Issuing Lender Bank if such notice is received at or before 2:00 P.M., 11:00 A.M. (California time) otherwise such payment shall be made at or before noon 11:00 A.M. (California time) on the Business Day next succeeding the Business Day day such notice is received. If such Revolving Lender Bank does not pay such amount to the applicable Issuing Lender Bank in full upon such request, such Revolving Lender Bank shall, on demand, pay to the Administrative Agent for the account of such the Issuing Lender Bank interest on the unpaid amount during the period from the date of such drawing until such Revolving Lender Bank pays such amount to such the Issuing Lender Bank in full at a rate per annum equal to, if paid within two (2) Business Days of the date that such Bank is required to make payments of drawingsuch amount pursuant to the preceding sentence, the Federal Funds Effective Rate and thereafter at a rate equal to the Alternate Base Rate. Each The obligation of each Bank with a Revolving Lender’s obligation Commitment to make such payment to the Issuing LendersBank, and the right of the Issuing Lenders Bank to receive the same, shall be absolute and unconditional, shall not be affected by any circumstance whatsoever and without regard to the termination of this Agreement or the Commitments hereunder, the existence of a an Event of Default or Unmatured Event of Default or the acceleration of the Obligations obligations of the Borrower hereunder and shall be made without any offset, abatement, withholding or reduction whatsoever. Simultaneously with the making of each such payment by a Bank with a Revolving Commitment to the Issuing Bank, such Bank shall, automatically and without any further action on the part of the Issuing Bank or such Bank, acquire a participation in an amount equal to such payment (excluding the portion of such payment constituting interest owing to the Issuing Bank) in the related unreimbursed drawing portion of the LOC Obligation and in the interest thereon and in the related LOC Documents, and shall have a claim against the Borrower with respect thereto.

Reimbursement. In the event Borrower is irrevocably and unconditionally obligated without presentment, demand, protest or other formalities of any drawing under kind to reimburse Issuing Lender in immediately available funds for any amounts paid by Issuing Lender with respect to a Letter of CreditCredit 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 make a Revolving Loan in the applicable amount of any payment made by Issuing Lender will promptly notify the Borrower and the Administrative Agent. The Borrower shall reimburse the applicable Issuing Lender on the day of drawing under with respect to any Letter of Credit if notified prior 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 3:00 P.M. on a Business Day or, if after 3:00 P.M., on the following Business Day (either Issuing Lender’s actual cost of settling its obligation under such Letter of Credit in such foreign currency. All amounts paid by Issuing Lender with the proceeds respect to any Letter of Credit that are not immediately repaid by Borrower or that are not repaid with a Revolving Loan obtained hereunder or otherwise) in same day funds as provided herein or in the LOC Documents. If the Borrower shall fail to reimburse the Issuing Lenders as provided herein, the unreimbursed amount of such drawing shall bear interest at a per annum rate equal to the Default Rate. Unless the Borrower shall immediately notify the applicable Issuing Lender and the Administrative Agent of its intent to otherwise reimburse such Issuing Lender, the Borrower shall be deemed to have requested a Mandatory LOC Borrowing (as defined in Section 2.3(e)) in the amount sum of the drawing Base Rate plus the Base Rate Margin applicable from time to time as provided in subsection (e) hereof, the proceeds of which will be used Subsection 1.2(B). Each Lender agrees to satisfy the Reimbursement Obligations. The Borrower’s Reimbursement Obligations hereunder shall be absolute and unconditional under all circumstances irrespective fund its Pro Rata Share of any rights Revolving Loan made pursuant to this Subsection 1.1(E)(2). In the event Administrative Agent elects not to debit Borrower's account and Borrower fails to reimburse Issuing Lender in full on the date of set-off, counterclaim or defense to any payment the Borrower may claim or have against the Issuing Lenders, the Administrative Agent, the Lenders, the beneficiary in respect of the a Letter of Credit drawn upon or any other Person, including, without limitation, any defense based on any failure of the Borrower to receive consideration or the legality, validity, regularity or unenforceability of the Letter of Credit. Each Issuing Lender will promptly notify the other Revolving Lenders of the amount of any unreimbursed drawing and each Revolving Lender shall promptly pay to the Administrative Agent issued for the account of such Issuing LenderBorrower or any of its Subsidiaries, in Dollars and in immediately available funds, Administrative Agent shall promptly notify each Lender the amount of such Revolving unreimbursed payment and the accrued interest thereon and each such Lender’s Revolving Commitment Percentage of such unreimbursed drawing. Such payment shall be made , on the next Business Day such notice is received by such Revolving Day, shall deliver to Administrative Agent an amount equal to its Pro Rata Share thereof in same day funds. Each Lender from the applicable hereby absolutely and unconditionally agrees to pay to Issuing Lender if upon demand by Issuing Lender such notice is received at or before 2:00 P.M., otherwise such Lender's Pro Rata Share of each 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 by Issuing Lender in full upon such request, such Revolving respect of a Letter of Credit and not immediately reimbursed by Borrower. Each Lender shall, on demand, pay acknowledges and agrees that its obligations to acquire participations pursuant to this Subsection 1.1(E)(2) in respect of Letters of Credit and to make the Administrative Agent for the account of such payments to Issuing Lender interest on required by the unpaid amount during the period from the date of such drawing until such Revolving Lender pays such amount to such Issuing Lender in full at a rate per annum equal to, if paid within two (2) Business Days of the date of drawing, the Federal Funds Effective Rate and thereafter at a rate equal to the Alternate Base Rate. Each Revolving Lender’s obligation to make such payment to the Issuing Lenders, and the right of the Issuing Lenders to receive the same, shall be preceding sentence are absolute and unconditional, unconditional and shall not be affected by any circumstance whatsoever and whatsoever, including, without regard to the termination of this Agreement or the Commitments hereunderlimitation, the existence occurrence and continuance of a Default or an Event of Default or the acceleration any failure by Borrower to satisfy any of the Obligations hereunder and conditions set forth in Subsection 7.2. If any Lender fails to make available to Issuing Lender the amount of such Lender's Pro Rata Share of any payments made by Issuing Lender in respect of a Letter of Credit as provided in this Subsection 1.1(E)(2), Issuing Lender shall be made without any offset, abatement, withholding or reduction whatsoever.entitled to recover such amount on demand from such Lender together with interest at the Base Rate. Second Amended and Restated Credit Agreement/SureWest Communications

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