Common use of Letters of Credit Clause in Contracts

Letters of Credit. (a) In the event that on the CAM Exchange Date any RF Letter of Credit shall be outstanding and undrawn in whole or in part, each Revolving Facility Lender shall promptly pay over to the Administrative Agent, in immediately available funds, an amount in Dollars equal to such Lender’s Revolving Facility Percentage of such undrawn face amount, together with interest thereon from the CAM Exchange Date to the date on which such amount shall be paid to the Administrative Agent at the rate that would be applicable at the time to an ABR Revolving Loan in a principal amount equal to such undrawn face amount or unreimbursed drawing, as applicable. The Administrative Agent shall establish a separate account (each, an “RF Reserve Account”) or accounts for each Lender for the amounts received with respect to each such RF Letter of Credit pursuant to the preceding sentence. On the CAM Exchange Date, the Administrative Agent shall request the Deposit Bank to withdraw all amounts remaining in the Credit-Linked Deposit Account (after giving effect to withdrawals therefrom made pursuant to Section 2.08(d)) less the aggregate amount (if any) equal to all unreimbursed L/C Disbursements made in respect of CL Letters of Credit not yet founded by application of Credit-Linked Deposits as contemplated by Section 2.05(e) and deposit same in a new separate account maintained with the Administrative Agent (each a “CL Reserve Account” and together with the RF Reserve Account, the “Reserve Accounts”) or accounts for such Lender. The Administrative Agent shall deposit in each Lender’s RF Reserve Account or CL Reserve Account, as the case may be, such Lender’s CAM Percentage of the amounts received from the Revolving Facility Lenders or the Credit-Linked Deposit Account, as the case may be, as provided above. The Administrative Agent shall have sole dominion and control over each Reserve Account, and the amounts deposited in each Reserve Account shall be held in such Reserve Account until withdrawn as provided in paragraph (b), (c), (d) or (e) below. The Administrative Agent shall maintain records enabling it to determine the amounts paid over to it and deposited in the Reserve Accounts in respect of each Letter of Credit and the amounts on deposit in respect of each Letter of Credit attributable to each Lender’s CAM Percentage. The amounts held in each Lender’s RF Reserve Account or CL Reserve Account, as the case may be, shall be held as a reserve against the Revolving L/C Exposures or CL L/C Exposures, as the case may be, shall be the property of such Lender, shall not constitute Loans to or give rise to any claim of or against any Loan Party and shall not give rise to any obligation on the part of any Borrower to pay interest to such Lender, it being agreed that the reimbursement obligations in respect of Letters of Credit shall arise only at such times as drawings are made thereunder, as provided in Section 2.05.

Letters of Credit. (a) In the event that on the CAM DAM Exchange Date any RF Letter of Credit shall be outstanding and undrawn in whole or in partpart or there are any Unreimbursed Amounts, each Revolving Facility Credit Lender shall shall, before giving effect to the DAM Exchange, promptly pay over to the Administrative Agent, in immediately available fundsfunds and in the currencies in which Letters of Credit are denominated, an amount in Dollars equal to such Lender’s Revolving Facility Applicable Percentage of the Revolving Credit Facility (as notified to such Lender by the Administrative Agent), of such Letter of Credit’s undrawn face amountamount or (to the extent it has not already done so) such Letter of Credit’s Unreimbursed Amount (less any Cash Collateral held by the issuer of such Letter of Credit in respect thereof), as the case may be, together with interest thereon from the CAM DAM Exchange Date to the date on which such amount shall be paid to the Administrative Agent at the rate that would be applicable at the time to an ABR a Revolving Credit Loan that is a Base Rate Loan in a principal amount equal to such undrawn face amount or unreimbursed drawingamount, as applicablethe case may be. The Administrative Agent shall establish a separate account or accounts for each Revolving Credit Lender (each, an “RF L/C Reserve Account”) or accounts for each Lender for the amounts received with respect to each such RF Letter of Credit pursuant to the preceding sentence. On the CAM Exchange Date, the Administrative Agent shall request the Deposit Bank to withdraw all amounts remaining in the Credit-Linked Deposit Account (after giving effect to withdrawals therefrom made pursuant to Section 2.08(d)) less the aggregate amount (if any) equal to all unreimbursed L/C Disbursements made in respect of CL Letters of Credit not yet founded by application of Credit-Linked Deposits as contemplated by Section 2.05(e) and deposit same in a new separate account maintained with the Administrative Agent (each a “CL Reserve Account” and together with the RF Reserve Account, the “Reserve Accounts”) or accounts for such Lender. The Administrative Agent shall deposit in each Revolving Credit Lender’s RF L/C Reserve Account or CL Reserve Account, as the case may be, such Lender’s CAM Percentage of the amounts amount received from the such Revolving Facility Lenders or the Credit-Linked Deposit Account, as the case may be, Credit Lender as provided above. The Administrative Agent shall have sole dominion and control over each L/C Reserve Account, and the amounts deposited in each L/C Reserve Account shall be held in such L/C Reserve Account until withdrawn as provided in paragraph (b), (c), (d) or (e) below. The Administrative Agent shall maintain records enabling it to determine the amounts paid over to it and deposited in the L/C Reserve Accounts in respect of each Letter of Credit and the amounts on deposit in respect of each Letter of Credit attributable to each Revolving Credit Lender’s CAM PercentageApplicable Percentage of the Revolving Credit Facility. The amounts held in each Revolving Credit Lender’s RF L/C Reserve Account or CL Reserve Account, as the case may be, shall be held as a reserve against the Revolving L/C Exposures or CL L/C Exposures, as the case may beoutstanding Letter of Credit Obligations, shall be the property of such Revolving Credit Lender, shall not constitute Loans to or give rise to any claim of or against any Loan Party and shall not give rise to any obligation on the part of any Borrower the Borrowers to pay interest to such Revolving Credit Lender, it being agreed that the reimbursement obligations in respect of Letters of Credit shall arise only at such times as drawings are made thereunder, as provided in Section 2.052.03.

Letters of Credit. (aIf an Issuing Bank shall not have received from the Borrower the payment required to be made by Section 2.17(e) In within the event that on time specified in such Section 2.17(e), such Issuing Bank will promptly notify the CAM Exchange Date any RF Letter Administrative Agent of Credit shall be outstanding the LC Disbursement and undrawn in whole or in part, the Administrative Agent will promptly notify each Revolving Facility Lender of such LC Disbursement and its Pro Rata Percentage thereof. Each Revolving Lender shall promptly pay over by wire transfer of immediately available funds to the Administrative AgentAgent on such date (or, in if such Revolving Lender shall have received such notice later than 1:00 p.m. (New York City time), on any day, not later than 11:00 a.m. (New York City time), on the immediately available fundsfollowing Business Day), an amount in Dollars equal to such Lender’s Revolving Facility Pro Rata Percentage of such undrawn face amount, together with interest thereon from the CAM Exchange Date to the date on which LC Disbursement (it being understood that such amount shall be paid deemed to constitute a Base Rate Loan of such Revolving Lender, and such payment shall be deemed to have reduced the LC Exposure), and the Administrative Agent will promptly pay to such Issuing Bank amounts so received by it from the Revolving Lenders. The Administrative Agent will promptly pay to the applicable Issuing Bank any amounts received by it from the Borrower pursuant to Section 2.17(e) prior to the time that any Revolving Lender makes any payment pursuant to this paragraph (iv); any such amounts received by the Administrative Agent thereafter will be promptly remitted by the Administrative Agent to the Revolving Lenders that shall have made such payments and to the Issuing Banks, as their interests may appear. If any Revolving Lender shall not have made its Pro Rata Percentage of such LC Disbursement available to the Administrative Agent at as provided above, such Lender and the rate that would be applicable at the time Borrower severally agree to an ABR Revolving Loan in a principal amount equal to pay interest on such undrawn face amount or unreimbursed drawingamount, as applicable. The Administrative Agent shall establish a separate account (each, an “RF Reserve Account”) or accounts for each Lender for day from and including the amounts received date such amount is required to be paid in accordance with respect this paragraph (iv) to each but excluding the date such RF Letter of Credit pursuant amount is paid, to the preceding sentence. On the CAM Exchange Date, the Administrative Agent shall request for the Deposit account of the applicable Issuing Bank to withdraw all amounts remaining at (i) in the Credit-Linked Deposit Account (after giving effect case of the Borrower, a rate per annum equal to withdrawals therefrom made the interest rate applicable to Initial Revolving Loans pursuant to Section 2.08(d2.08(a), and (ii) less the aggregate amount (if any) equal to all unreimbursed L/C Disbursements made in respect of CL Letters of Credit not yet founded by application of Credit-Linked Deposits as contemplated by Section 2.05(e) and deposit same in a new separate account maintained with the Administrative Agent (each a “CL Reserve Account” and together with the RF Reserve Account, the “Reserve Accounts”) or accounts for such Lender. The Administrative Agent shall deposit in each Lender’s RF Reserve Account or CL Reserve Account, as the case may be, such Lender’s CAM Percentage of the amounts received from the Revolving Facility Lenders or the Credit-Linked Deposit Account, as the case may be, as provided above. The Administrative Agent shall have sole dominion and control over each Reserve Account, and the amounts deposited in each Reserve Account shall be held in such Reserve Account until withdrawn as provided in paragraph (b), (c), (d) or (e) below. The Administrative Agent shall maintain records enabling it to determine the amounts paid over to it and deposited in the Reserve Accounts in respect of each Letter of Credit and the amounts on deposit in respect of each Letter of Credit attributable to each Lender’s CAM Percentage. The amounts held in each Lender’s RF Reserve Account or CL Reserve Account, as the case may be, shall be held as a reserve against the Revolving L/C Exposures or CL L/C Exposures, as the case may be, shall be the property of such Lender, shall not constitute Loans to or give rise to any claim of or against any Loan Party for the first such day, the Federal Funds Effective Rate, and shall not give rise to any obligation on for each day thereafter, the part of any Borrower to pay interest to such Lender, it being agreed that the reimbursement obligations in respect of Letters of Credit shall arise only at such times as drawings are made thereunder, as provided in Section 2.05Base Rate.

Letters of Credit. (a) In the event that on the CAM Exchange Date any RF Letter of Credit under a Tranche shall be outstanding and undrawn in whole or in part, or any L/C Disbursement shall not have been reimbursed by the Company or with the proceeds of a Revolving Borrowing or Swingline Borrowing, each Revolving Facility Lender under such Tranche shall promptly pay over to the Administrative Agent, in immediately available funds, an amount in US Dollars equal to such Lender’s Revolving Facility Tranche Percentage of such undrawn face amountamount or (to the extent it has not already done so) such unreimbursed drawing, as applicable, together with interest thereon from the CAM Exchange Date to the date on which such amount shall be paid to the Administrative Agent at the rate that would be applicable at the time to an ABR Revolving Loan in a principal amount equal to such undrawn face amount or unreimbursed drawing, as applicable. The Administrative Agent shall establish a separate account (each, an a “RF Reserve Account”) or accounts for each Lender for the amounts received with respect to each such RF Letter of Credit pursuant to the preceding sentence. On the CAM Exchange Date, the Administrative Agent shall request the Deposit Bank to withdraw all amounts remaining in the Credit-Linked Deposit Account (after giving effect to withdrawals therefrom made pursuant to Section 2.08(d)) less the aggregate amount (if any) equal to all unreimbursed L/C Disbursements made in respect of CL Letters of Credit not yet founded by application of Credit-Linked Deposits as contemplated by Section 2.05(e) and deposit same in a new separate account maintained with the Administrative Agent (each a “CL Reserve Account” and together with the RF Reserve Account, the “Reserve Accounts”) or accounts for such Lender. The Administrative Agent shall deposit in each Lender’s RF Reserve Account or CL Reserve Account, as the case may be, such Lender’s CAM Percentage of the amounts received from the Revolving Facility Lenders or the Credit-Linked Deposit Account, as the case may be, as provided above. For the purposes of this paragraph, the US Dollar Equivalent of each Lender’s participation in each Letter of Credit denominated in an Alternative Currency shall be the amount in US Dollars determined by the Administrative Agent to be required in order for the Administrative Agent to purchase currency in the applicable Alternative Currency in an amount sufficient to enable it to deposit the actual amount of such participation in such undrawn Letter of Credit in the applicable Alternative Currency in such Lender’s Reserve Account. The Administrative Agent shall have sole dominion and control over each Reserve Account, and the amounts deposited in each Reserve Account shall be held in such Reserve Account until withdrawn as provided in paragraph (b), (c), (d) or (e) below. The Administrative Agent shall maintain records enabling it to determine the amounts paid over to it and deposited in the Reserve Accounts in respect of each Letter of Credit and the amounts on deposit in respect of each Letter of Credit attributable to each Lender’s CAM Percentage. The amounts held in each Lender’s RF Reserve Account or CL Reserve Account, as the case may be, shall be held as a reserve against the Revolving L/C Exposures or CL L/C LC Exposures, as the case may be, shall be the property of such Lender, shall not constitute Loans to or give rise to any claim of or against any Loan Party Borrower and shall not give rise to any obligation on the part of any Borrower to pay interest to such Lender, it being agreed that the reimbursement obligations in respect of Letters of Credit shall arise only at such times as drawings are made thereunder, as provided in Section 2.052.06.

Letters of Credit. (a) In the event that on the CAM Exchange Date any RF Letter of Credit under a Tranche shall be outstanding and undrawn in whole or in part, or any L/C Disbursement under a Tranche shall not have been reimbursed by the applicable Borrower or with the proceeds of a Revolving Borrowing or Swingline Borrowing, each Revolving Facility Lender under such Tranche shall promptly pay over to the Administrative Agent, in immediately available funds, an amount in U.S. Dollars equal to such Lender’s Revolving Facility Tranche Percentage of such undrawn face amountamount or (to the extent it has not already done so) such unreimbursed drawing, as applicable, together with interest thereon from the CAM Exchange Date to the date on which such amount shall be paid to the Administrative Agent at the rate that would be applicable at the time to an ABR Revolving Loan in a principal amount equal to such undrawn face amount or unreimbursed drawing, as applicable. The Administrative Agent shall establish a separate account (each, an a “RF Reserve Account”) or accounts for each Lender for the amounts received with respect to each such RF Letter of Credit pursuant to the preceding sentence. On the CAM Exchange Date, the Administrative Agent shall request the Deposit Bank to withdraw all amounts remaining in the Credit-Linked Deposit Account (after giving effect to withdrawals therefrom made pursuant to Section 2.08(d)) less the aggregate amount (if any) equal to all unreimbursed L/C Disbursements made in respect of CL Letters of Credit not yet founded by application of Credit-Linked Deposits as contemplated by Section 2.05(e) and deposit same in a new separate account maintained with the Administrative Agent (each a “CL Reserve Account” and together with the RF Reserve Account, the “Reserve Accounts”) or accounts for such Lender. The Administrative Agent shall deposit in each Lender’s RF Reserve Account or CL Reserve Account, as the case may be, such Lender’s CAM Percentage of the amounts received from the Revolving Facility Lenders or the Credit-Linked Deposit Account, as the case may be, as provided above. For the purposes of this paragraph, the U.S. Dollar Equivalent of each Lender’s participation in each Letter of Credit denominated in an Alternative Currency shall be the amount in U.S. Dollars determined by the Administrative Agent to be required in order for the Administrative Agent to purchase currency in the applicable Alternative Currency in an amount sufficient to enable it to deposit the actual amount of such participation in such undrawn Letter of Credit in the applicable Alternative Currency in such Lender’s Reserve Account. The Administrative Agent shall have sole dominion and control over each Reserve Account, and the amounts deposited in each Reserve Account shall be held in such Reserve Account until withdrawn as provided in paragraph (b), (c), (d) or (e) below. The Administrative Agent shall maintain records enabling it to determine the amounts paid over to it and deposited in the Reserve Accounts in respect of each Letter of Credit and the amounts on deposit in respect of each Letter of Credit attributable to each Lender’s CAM Percentage. The amounts held in each Lender’s RF Reserve Account or CL Reserve Account, as the case may be, shall be held as a reserve against the Revolving L/C Exposures or CL L/C Exposures, as the case may beExposure, shall be the property of such Lender, shall not constitute Loans to or give rise to any claim of or against any Loan Party and shall not give rise to any obligation on the part of any Borrower Loan Party to pay interest to such LenderLender or any other obligation of any Loan Party, it being agreed that the reimbursement obligations in respect of Letters of Credit shall arise only at such times as drawings are made thereunder, as provided in Section 2.05.

Letters of Credit. (ai) In the event that on the CAM Exchange Date any RF Letter of Credit shall be outstanding and undrawn in whole or in part, or any amount drawn under a Letter of Credit shall be unpaid, each Revolving Facility Lender shall shall, before giving effect to the CAM Exchange, promptly pay over to the Administrative Applicable Agent, in immediately available fundsfunds and in the currency that such Letters of Credit are denominated, an amount in Dollars equal to such Lender’s Revolving Facility Percentage Pro Rata Share (as defined in clause (A) (a) of the definition of Pro Rata Share), of such Letter of Credit’s undrawn face amountamount or (to the extent it has not already done so) such Letter of Credit’s unpaid drawing, as the case may be, together with interest thereon from the CAM Exchange Date to the date on which such amount shall be paid to the Administrative Applicable Agent at the rate that would be applicable at the time to an ABR Revolving Loan a US Index Rate Loans in a principal amount equal to such undrawn face amount or unreimbursed drawing, as applicableamount. The Administrative Applicable Agent shall establish a separate account or accounts for each Lender (each, an “RF L/C Reserve Account”) or accounts for each Lender for the amounts received with respect to each such RF Letter of Credit pursuant to the preceding sentence. On the CAM Exchange Date, the Administrative Agent shall request the Deposit Bank to withdraw all amounts remaining in the Credit-Linked Deposit Account (after giving effect to withdrawals therefrom made pursuant to Section 2.08(d)) less the aggregate amount (if any) equal to all unreimbursed L/C Disbursements made in respect of CL Letters of Credit not yet founded by application of Credit-Linked Deposits as contemplated by Section 2.05(e) and deposit same in a new separate account maintained with the Administrative Agent (each a “CL Reserve Account” and together with the RF Reserve Account, the “Reserve Accounts”) or accounts for such Lender. The Administrative Applicable Agent shall deposit in each Lender’s RF L/C Reserve Account or CL Reserve Account, as the case may be, such Lender’s CAM Percentage of the amounts received from the Revolving Facility Lenders or the Credit-Linked Deposit Account, as the case may be, as provided above. The Administrative Applicable Agent shall have sole dominion and control over each L/C Reserve Account, and the amounts deposited in each L/C Reserve Account shall be held in such L/C Reserve Account until withdrawn as provided in paragraph paragraphs (bii), (ciii), (div) or (ev) below. The Administrative Applicable Agent shall maintain records enabling it the Applicable Agent to determine the amounts paid over to it and deposited in the L/C Reserve Accounts in respect of each Letter of Credit and the amounts on deposit in respect of each Letter of Credit attributable to each Lender’s CAM Percentage. The amounts held in each Lender’s RF L/C Reserve Account or CL Reserve Account, as the case may be, shall be held as a reserve against the Revolving L/C Exposures or CL L/C Exposures, as the case may beLetter of Credit Obligations, shall be the property of such Lender, shall not constitute Loans to or give rise to any claim of or against any Loan Credit Party and shall not give rise to any obligation on the part of any Borrower to pay interest to such LenderLender or any other obligation of any Credit Party, it being agreed that the reimbursement obligations in respect of Letters of Credit shall arise only at such times as drawings are made thereunder, as provided in Section 2.05Sections 1.1(b).

Letters of Credit. (a) In the event that on the CAM Exchange Date any RF Letter of Credit shall be outstanding and undrawn in whole or in part, or any amount drawn under a Letter of Credit shall not have been reimbursed either by the Parent Borrower or any Foreign Subsidiary Borrower, as the case may be, or with the proceeds of a Revolving Borrowing, each Revolving Facility Lender shall promptly pay over to the Administrative Agent, in immediately available fundsfunds and in the currency that such Letters of Credit are denominated, an amount in Dollars equal to such Revolving Lender’s Revolving Facility 's Applicable Percentage (as notified to such Lender by the Administrative Agent) of such Letter of Credit's undrawn face amountamount or (to the extent it has not already done so) such Letter of Credit's unreimbursed drawing, together with interest thereon from the CAM Exchange Date to the date on which such amount shall be paid to the Administrative Agent at the rate that would be applicable at the time to an ABR Revolving Loan in a principal amount equal to such undrawn face amount or unreimbursed drawingamount, as applicablethe case may be. The Administrative Agent shall establish a separate account (each, an “RF Reserve Account”) or accounts for each Lender (each, an "LC Reserve Account") for the amounts received with respect to each such RF Letter of Credit pursuant to the preceding sentence. On the CAM Exchange Date, the Administrative Agent shall request the Deposit Bank to withdraw all amounts remaining in the Credit-Linked Deposit Account (after giving effect to withdrawals therefrom made pursuant to Section 2.08(d)) less the aggregate amount (if any) equal to all unreimbursed L/C Disbursements made in respect of CL Letters of Credit not yet founded by application of Credit-Linked Deposits as contemplated by Section 2.05(e) and deposit same in a new separate account maintained with the Administrative Agent (each a “CL Reserve Account” and together with the RF Reserve Account, the “Reserve Accounts”) or accounts for such Lender. The Administrative Agent shall deposit in each Lender’s RF 's LC Reserve Account or CL Reserve Account, as the case may be, such Lender’s 's CAM Percentage of the amounts received from the Revolving Facility Lenders or the Credit-Linked Deposit Account, as the case may be, as provided above. The Administrative Agent shall have sole dominion and control over each LC Reserve Account, and the amounts deposited in each LC Reserve Account shall be held in such LC Reserve Account until withdrawn as provided in paragraph (b), (c), (d) or (e) below. The Administrative Agent shall maintain records enabling it to determine the amounts paid over to it and deposited in the LC Reserve Accounts in respect of each Letter of Credit and the amounts on deposit in respect of each Letter of Credit attributable to each Lender’s 's CAM Percentage. The amounts held in each Lender’s RF 's LC Reserve Account or CL Reserve Account, as the case may be, shall be held as a reserve against the Revolving L/C Exposures or CL L/C Exposures, as the case may beLC Exposure, shall be the property of such Lender, shall not constitute Loans to or give rise to any claim of or against any Loan Party and shall not give rise to any obligation on the part of any the Parent Borrower or the Foreign Subsidiary Borrowers to pay interest to such Lender, it being agreed that the reimbursement obligations in respect of Letters of Credit shall arise only at such times as drawings are made thereunder, as provided in Section 2.05.

Letters of Credit. (ai) In the event that on the CAM DAM Exchange Date any RF Letter of Credit shall be outstanding and undrawn in whole or in part, or there shall be any drawing on a Letter of Credit that has not been reimbursed by Borrower (an “Unpaid Drawing”), each Revolving Facility Lender shall before giving effect to the DAM Exchange, promptly pay over to the Administrative Agent, in immediately available funds, funds an amount in Dollars equal to such Revolving Lender’s Revolving Facility Applicable Percentage of the Aggregate Revolving Commitment (as notified to such Revolving Lender by the Administrative Agent), of such Letter of Credit’s undrawn face amountamount and (to the extent it has not already done so) such Letter of Credit’s Unpaid Drawing, as the case may be, less any unrestricted Cash Collateral held by Administrative Agent pursuant to Section 9.02(c) or otherwise, together with interest thereon from the CAM DAM Exchange Date to the date on which such amount shall be paid to the Administrative Agent at the rate that would be applicable at the time to an ABR a Revolving Credit Loan that is a Base Rate Loan in a principal amount equal to such undrawn face amount or unreimbursed drawingamount, as applicablethe case may be. The Administrative Agent shall establish a separate account or accounts for each Revolving Lender (each, an “RF L/C Reserve Account”) or accounts for each Lender for the amounts received with respect to each such RF Letter of Credit pursuant to the preceding sentence. On the CAM Exchange Date, the Administrative Agent shall request the Deposit Bank to withdraw all amounts remaining in the Credit-Linked Deposit Account (after giving effect to withdrawals therefrom made pursuant to Section 2.08(d)) less the aggregate amount (if any) equal to all unreimbursed L/C Disbursements made in respect of CL Letters of Credit not yet founded by application of Credit-Linked Deposits as contemplated by Section 2.05(e) and deposit same in a new separate account maintained with the Administrative Agent (each a “CL Reserve Account” and together with the RF Reserve Account, the “Reserve Accounts”) or accounts for such Lender. The Administrative Agent shall deposit in each Revolving Lender’s RF L/C Reserve Account or CL Reserve Account, as the case may be, such Revolving Lender’s CAM DAM Percentage of the amounts received from the Revolving Facility Lenders or the Credit-Linked Deposit Account, as the case may be, as provided above. The Administrative Agent shall have sole dominion and control over each L/C Reserve Account, and the amounts deposited in each L/C Reserve Account shall be held in such L/C Reserve Account until withdrawn as provided in paragraph (bii), (ciii), (div) or (ev) below. The Administrative Agent shall maintain records enabling it to determine the amounts paid over to it and deposited in the L/C Reserve Accounts in respect of each Letter of Credit and the amounts on deposit in respect of each Letter Letters of Credit attributable to each Revolving Lender’s CAM DAM Percentage. The amounts held in each Revolving Lender’s RF L/C Reserve Account or CL Reserve Account, as the case may be, shall be held as a reserve against the Revolving L/C Exposures or CL L/C Exposures, as the case may be, shall be the property Letter of such Lender, shall not constitute Loans to or give rise to any claim of or against any Loan Party and shall not give rise to any obligation on the part of any Borrower to pay interest to such Lender, it being agreed that the reimbursement obligations in respect of Letters of Credit shall arise only at such times as drawings are made thereunder, as provided in Section 2.05Credit.

Letters of Credit. (a) In the event that on the CAM Exchange Date any RF Letter of Credit shall be outstanding and undrawn in whole or in part, or any amount drawn under a Letter of Credit shall not have been reimbursed either by Borrowers or with the proceeds of a Revolving Loan or a Canadian Revolving Loan, as the case may be, each Multicurrency Revolving Facility Lender with respect to Multicurrency Letters of Credit and each Canadian Revolving Lender with respect to each Canadian Letter of Credit shall promptly pay over to the Administrative Agent, in immediately available fundsfunds in the same currency as such Letter of Credit, as the case may be, in the case of any undrawn amount, and in Dollars, in the case of any unreimbursed amount, an amount in Dollars equal to such Multicurrency Revolving Lender’s or Canadian Revolving Facility Percentage Lender’s applicable Pro Rata Share of such undrawn face amountamount or (to the extent it has not already done so) such unreimbursed drawing, as the case may be, together with interest thereon from the CAM Exchange Date to the date on which such amount shall be paid to the Administrative Agent at the rate that would be applicable at the time to an ABR a Base Rate Revolving Loan in a principal amount equal to such undrawn face amount or unreimbursed drawing, as applicableamount. The Administrative Agent shall establish a separate interest bearing account or accounts for each Lender (each, an “RF LC Reserve Account”) or accounts for each Lender for the amounts received with respect to each such RF Letter of Credit pursuant to the preceding sentence. On the CAM Exchange Date, the Administrative Agent shall request the Deposit Bank to withdraw all amounts remaining in the Credit-Linked Deposit Account (after giving effect to withdrawals therefrom made pursuant to Section 2.08(d)) less the aggregate amount (if any) equal to all unreimbursed L/C Disbursements made in respect of CL Letters of Credit not yet founded by application of Credit-Linked Deposits as contemplated by Section 2.05(e) and deposit same in a new separate account maintained with the Administrative Agent (each a “CL Reserve Account” and together with the RF Reserve Account, the “Reserve Accounts”) or accounts for such Lender. The Administrative Agent shall deposit in each Lender’s RF LC Reserve Account or CL Reserve Account, as the case may be, such Lender’s CAM Percentage of the amounts received from the Revolving Facility Lenders or and the Credit-Linked Deposit Account, as the case may be, Canadian Revolving Lenders as provided above. The Administrative Agent shall have sole dominion and control over each LC Reserve Account, and the amounts deposited in each LC Reserve Account shall be held in such LC Reserve Account until withdrawn as provided in paragraph (b), (c), (d) or (e) below. The Administrative Agent shall maintain records enabling it to determine the amounts paid over to it and deposited in the LC Reserve Accounts in respect of each Letter of Credit and the amounts on deposit and shall establish a sub-account within each Lender’s LC Reserve Account in respect of each Letter of Credit attributable to each Lender’s CAM Percentage. The amounts held in each Lender’s RF LC Reserve Account or CL Reserve Account, as the case may be, shall be held as a reserve against the Revolving L/C Exposures or CL L/C Exposures, as the case may beoutstanding LC Obligations, shall be the property of such Lender, shall not constitute Loans to or give rise to any claim of or against any Loan Credit Party and shall not give rise to any obligation on the part of any Borrower to pay interest to such Lender, it being agreed that the reimbursement obligations in respect of Letters of Credit shall arise only at such times as drawings are made thereunder, as provided in Section 2.052.10.

Letters of Credit. (a) In the event that on the CAM Exchange Date any RF Letter of Credit shall be outstanding and undrawn in whole or in part, or any amount drawn under a Letter of Credit shall not have been reimbursed either by the Parent Borrower or any Foreign Subsidiary Borrower, as the case may be, or with the proceeds of a Revolving Loan, each Revolving Facility Lender shall promptly pay over to the Administrative Agent, in immediately available fundsfunds and in dollars, an amount in Dollars equal to such Revolving Lender’s Revolving Facility Applicable Percentage (as notified to such Lender by the Administrative Agent) of such Letter of Credit’s undrawn face amountamount (or, in the case of any Letter of Credit denominated in a currency other than dollars, the Dollar Equivalent thereof) or (to the extent it has not already done so) such Letter of Credit’s unreimbursed drawing (or, in the case of any Letter of Credit denominated in a currency other than dollars, the Dollar Equivalent thereof), together with interest thereon from the CAM Exchange Date to the date on which such amount shall be paid to the Administrative Agent at the rate that would be applicable at the time to an ABR Revolving Loan in a principal amount equal to such undrawn face amount or unreimbursed drawingamount, as applicablethe case may be. The Administrative Agent shall establish a separate account or accounts for each Revolving Lender (each, an “RF LC Reserve Account”) or accounts for each Lender for the amounts received with respect to each such RF Letter of Credit pursuant to the preceding sentence. On the CAM Exchange Date, the Administrative Agent shall request the Deposit Bank to withdraw all amounts remaining in the Credit-Linked Deposit Account (after giving effect to withdrawals therefrom made pursuant to Section 2.08(d)) less the aggregate amount (if any) equal to all unreimbursed L/C Disbursements made in respect of CL Letters of Credit not yet founded by application of Credit-Linked Deposits as contemplated by Section 2.05(e) and deposit same in a new separate account maintained with the Administrative Agent (each a “CL Reserve Account” and together with the RF Reserve Account, the “Reserve Accounts”) or accounts for such Lender. The Administrative Agent shall deposit in each Revolving Lender’s RF LC Reserve Account or CL Reserve Account, as the case may be, such Lender’s CAM Percentage of the amounts received from the Revolving Facility Lenders or the Credit-Linked Deposit Account, as the case may be, as provided above. The Administrative Agent shall have sole dominion and control over each LC Reserve Account, and the amounts deposited in each LC Reserve Account shall be held in such LC Reserve Account until withdrawn as provided in paragraph (b), (c), (d) or (e) below. The Administrative Agent shall maintain records enabling it to determine the amounts paid over to it and deposited in the LC Reserve Accounts in respect of each Letter of Credit and the amounts on deposit in respect of each Letter of Credit attributable to each Lender’s CAM Percentage. The amounts held in each Lender’s RF LC Reserve Account or CL Reserve Account, as the case may be, shall be held as a reserve against the Revolving L/C Exposures or CL L/C Exposures, as the case may beLC Exposure, shall be the property of such Lender, shall not constitute Loans to or give rise to any claim of or against any Loan Party and shall not give rise to any obligation on the part of any the Parent Borrower or the Foreign Subsidiary Borrowers to pay interest to such Lender, it being agreed that the reimbursement obligations in respect of Letters of Credit shall arise only at such times as drawings are made thereunder, as provided in Section 2.05.

Letters of Credit. (a) In the event that on the CAM Exchange Date any RF Letter of Credit shall be outstanding and undrawn in whole or in part, or any L/C Disbursement shall not have been reimbursed by the applicable Borrower or with the proceeds of a Borrowing, each Revolving Facility Lender shall promptly pay over to the Administrative Agent, in immediately available funds, an amount in U.S. Dollars equal to such Lender’s Revolving Facility Percentage of such undrawn face amountamount or (to the extent it has not already done so) such unreimbursed drawing, as applicable, together with interest thereon from the CAM Exchange Date to the date on which such amount shall be paid to the Administrative Agent at the rate that would be applicable at the time to an ABR Revolving Loan in a principal amount equal to such undrawn face amount or unreimbursed drawing, as applicable. The Administrative Agent shall establish a separate account (each, an a “RF Reserve Account”) or accounts for each Lender for the amounts received with respect to each such RF Letter of Credit pursuant to the preceding sentence. On the CAM Exchange Date, the Administrative Agent shall request the Deposit Bank to withdraw all amounts remaining in the Credit-Linked Deposit Account (after giving effect to withdrawals therefrom made pursuant to Section 2.08(d)) less the aggregate amount (if any) equal to all unreimbursed L/C Disbursements made in respect of CL Letters of Credit not yet founded by application of Credit-Linked Deposits as contemplated by Section 2.05(e) and deposit same in a new separate account maintained with the Administrative Agent (each a “CL Reserve Account” and together with the RF Reserve Account, the “Reserve Accounts”) or accounts for such Lender. The Administrative Agent shall deposit in each Lender’s RF Reserve Account or CL Reserve Account, as the case may be, such Lender’s CAM Percentage of the amounts received from the Revolving Facility Lenders or the Credit-Linked Deposit Account, as the case may be, as provided above. For the purposes of this paragraph, the U.S. Dollar Equivalent of each Lender’s participation in each Letter of Credit denominated in a Foreign Currency shall be the amount in U.S. Dollars determined by the Administrative Agent to be required in order for the Administrative Agent to purchase currency in the applicable Foreign Currency in an amount sufficient to enable it to deposit the actual amount of such participation in such undrawn Letter of Credit in the applicable Foreign Currency in such Lender’s Reserve Account. The Administrative Agent shall have sole dominion and control over each Reserve Account, and the amounts deposited in each Reserve Account shall be held in such Reserve Account until withdrawn as provided in paragraph (b), (c), (d) or (e) below. The Administrative Agent shall maintain records enabling it to determine the amounts paid over to it and deposited in the Reserve Accounts in respect of each Letter of Credit and the amounts on deposit in respect of each Letter of Credit attributable to each Lender’s CAM Percentage. The amounts held in each Lender’s RF Reserve Account or CL Reserve Account, as the case may be, shall be held as a reserve against the Revolving L/C Exposures or CL L/C Exposures, as the case may beExposure, shall be the property of such Lender, shall not constitute Loans to or give rise to any claim of or against any Loan Party and shall not give rise to any obligation on the part of any Borrower Loan Party to pay interest to such LenderLender or any other obligation of any Loan Party, it being agreed that the reimbursement obligations in respect of Letters of Credit shall arise only at such times as drawings are made thereunder, as provided in Section 2.05.

Letters of Credit. (a) In the event that on the CAM Exchange Date any RF Letter of Credit shall be outstanding and undrawn in whole or in part, or any amount drawn under a Letter of Credit shall constitute an Unpaid Drawing, each Lender with a U.S. Revolving Facility Lender shall Credit Commitment or Canadian Revolving Credit Commitment, as applicable, in respect of Unpaid Drawings on Letters of Credit shall, before giving effect to the CAM Exchange, promptly pay over to the Administrative Agent, in immediately available fundsfunds and in the currency that such Letters of Credit are denominated (or at the request of a Lender, such amount in the Dollar Equivalent thereof at such time), an amount in Dollars equal to such Lender’s Revolving Facility Credit Commitment Percentage (as notified to such Lender by the Administrative Agent), of such Letter of Credit’s undrawn face amountamount or (to the extent it has not already done so) such Letter of Credit’s Unpaid Drawing, as the case may be, together with interest thereon from the CAM Exchange Date to the date on which such amount shall be paid to the Administrative Agent at the rate that would be applicable at the time to a Revolving Credit Loan that is an ABR Revolving Loan in a principal amount equal to such undrawn face amount or unreimbursed drawingamount, as applicablethe case may be. The Administrative Agent shall establish a separate account or accounts for each Lender (each, an “RF L/C Reserve Account”) or accounts for each Lender for the amounts received with respect to each such RF Letter of Credit pursuant to the preceding sentence. On the CAM Exchange Date, the Administrative Agent shall request the Deposit Bank to withdraw all amounts remaining in the Credit-Linked Deposit Account (after giving effect to withdrawals therefrom made pursuant to Section 2.08(d)) less the aggregate amount (if any) equal to all unreimbursed L/C Disbursements made in respect of CL Letters of Credit not yet founded by application of Credit-Linked Deposits as contemplated by Section 2.05(e) and deposit same in a new separate account maintained with the Administrative Agent (each a “CL Reserve Account” and together with the RF Reserve Account, the “Reserve Accounts”) or accounts for such Lender. The Administrative Agent shall deposit in each Lender’s RF L/C Reserve Account or CL Reserve Account, as the case may be, such Lender’s CAM Percentage of the amounts received from the Revolving Facility Lenders or the Credit-Linked Deposit Account, as the case may be, as provided above. The Administrative Agent shall have sole dominion and control over each L/C Reserve Account, and the amounts deposited in each L/C Reserve Account shall be held in such L/C Reserve Account until withdrawn as provided in paragraph (b), (c), (d) or (e) below. The Administrative Agent shall maintain records enabling it to determine the amounts paid over to it and deposited in the L/C Reserve Accounts in respect of each Letter of Credit and the amounts on deposit in respect of each Letter of Credit attributable to each Lender’s CAM Percentage. The amounts held in each Lender’s RF L/C Reserve Account or CL Reserve Account, as the case may be, shall be held as a reserve against the Revolving L/C Exposures or CL L/C Exposures, as the case may beLetter of Credit Exposure, shall be the property of such Lender, shall not constitute Loans to or give rise to any claim of or against any Loan Credit Party and shall not give rise to any obligation on the part of any the Borrower or the Canadian Borrower to pay interest to such Lender, it being agreed that the reimbursement obligations in respect of Letters of Credit shall arise only at such times as drawings are made thereunder, as provided in Section 2.053.

Letters of Credit. (a) In the event that on the CAM Exchange Date any RF Letter of Credit shall be outstanding and undrawn in whole or in part, or any LC Disbursement shall not have been reimbursed either by the Revolving Borrower or with the proceeds of a Borrowing, each Revolving Facility Lender shall promptly pay over to the Administrative Agent, in immediately available funds, an amount in Dollars equal to such Lender’s Revolving Facility CAM Percentage of such undrawn face amountamount or (to the extent it has not already done so) such unreimbursed drawing, as applicable, together with interest thereon from the CAM Exchange Date to the date on which such amount shall be paid to the Administrative Agent at the rate that would be applicable at the time to an ABR Revolving Loan in a principal amount equal to such undrawn face amount or unreimbursed drawing, as applicable. The Administrative Agent shall establish a separate account (each, an a “RF Reserve Account”) or accounts for each Lender for the amounts received with respect to each such RF Letter of Credit pursuant to the preceding sentence. On the CAM Exchange Date, the Administrative Agent shall request the Deposit Bank to withdraw all amounts remaining in the Credit-Linked Deposit Account (after giving effect to withdrawals therefrom made pursuant to Section 2.08(d)) less the aggregate amount (if any) equal to all unreimbursed L/C Disbursements made in respect of CL Letters of Credit not yet founded by application of Credit-Linked Deposits as contemplated by Section 2.05(e) and deposit same in a new separate account maintained with the Administrative Agent (each a “CL Reserve Account” and together with the RF Reserve Account, the “Reserve Accounts”) or accounts for such Lender. The Administrative Agent shall deposit in each Lender’s RF Reserve Account or CL Reserve Account, as the case may be, such Lender’s CAM Percentage of the amounts received from the Revolving Facility Lenders or the Credit-Linked Deposit Account, as the case may be, as provided above. The Administrative Agent shall have sole dominion and control over each Reserve Account, and the amounts deposited in each Reserve Account shall be held in such Reserve Account until withdrawn as provided in paragraph (b), (c), (d) or (e) below. The Administrative Agent shall maintain records enabling it to determine the amounts paid over to it and deposited in the Reserve Accounts in respect of each Letter of Credit and the amounts on deposit in respect of each Letter of Credit attributable to each Lender’s CAM Percentage. The amounts held in each Lender’s RF Reserve Account or CL Reserve Account, as the case may be, shall be held as a reserve against the Revolving L/C Exposures or CL L/C LC Exposures, as the case may be, shall be the property of such Lender, shall not constitute Loans to or give rise to any claim of or against any Loan Party Borrower and shall not give rise to any obligation on the part of any the U.S. Borrower to pay interest to such Lender, it being agreed that the reimbursement obligations in respect of Letters of Credit shall arise only at such times as drawings are made thereunder, as provided in Section 2.05.

Letters of Credit. (a) In the event that on the CAM Exchange Date any RF Letter of Credit shall be outstanding and undrawn in whole or in part, or any amount drawn under a Letter of Credit shall constitute an Unpaid Drawing, each Revolving Facility Lender shall in respect of Unpaid Drawings on Letters of Credit shall, before giving effect to the CAM Exchange, promptly pay over to the Administrative Agent, in immediately available fundsfunds and in the currency that such Letters of Credit are denominated, an amount in Dollars equal to such Lender’s 's Revolving Facility Credit Commitment Percentage (as notified to such Lender by the Administrative Agent), of such Letter of Credit's undrawn face amountamount or (to the extent it has not already done so) such Letter of Credit's Unpaid Drawing, as the case may be, together with interest thereon from the CAM Exchange Date to the date on which such amount shall be paid to the Administrative Agent at the rate that would be applicable at the time to a Revolving Credit Loan that is an ABR Revolving Loan in a principal amount equal to such undrawn face amount or unreimbursed drawingamount, as applicablethe case may be. The Administrative Agent shall establish a separate account (each, an “RF Reserve Account”) or accounts for each Lender (each, an "L/C Reserve Account") for the amounts received with respect to each such RF Letter of Credit pursuant to the preceding sentence. On the CAM Exchange Date, the Administrative Agent shall request the Deposit Bank to withdraw all amounts remaining in the Credit-Linked Deposit Account (after giving effect to withdrawals therefrom made pursuant to Section 2.08(d)) less the aggregate amount (if any) equal to all unreimbursed L/C Disbursements made in respect of CL Letters of Credit not yet founded by application of Credit-Linked Deposits as contemplated by Section 2.05(e) and deposit same in a new separate account maintained with the Administrative Agent (each a “CL Reserve Account” and together with the RF Reserve Account, the “Reserve Accounts”) or accounts for such Lender. The Administrative Agent shall deposit in each Lender’s RF 's L/C Reserve Account or CL Reserve Account, as the case may be, such Lender’s 's CAM Percentage of the amounts received from the Revolving Facility Lenders or the Credit-Linked Deposit Account, as the case may be, as provided above. The Administrative Agent shall have sole dominion and control over each L/C Reserve Account, and the amounts deposited in each L/C Reserve Account shall be held in such L/C Reserve Account until withdrawn as provided in paragraph (b), (c), (d) or (e) below. The Administrative Agent shall maintain records enabling it to determine the amounts paid over to it and deposited in the L/C Reserve Accounts in respect of each Letter of Credit and the amounts on deposit in respect of each Letter of Credit attributable to each Lender’s 's CAM Percentage. The amounts held in each Lender’s RF 's L/C Reserve Account or CL Reserve Account, as the case may be, shall be held as a reserve against the Revolving L/C Exposures or CL L/C Exposures, as the case may beLetter of Credit Exposure, shall be the property of such Lender, shall not constitute Loans to or give rise to any claim of or against any Loan Credit Party and shall not give rise to any obligation on the part of any the US Borrower or the UK Borrower to pay interest to such Lender, it being agreed that the reimbursement obligations in respect of Letters of Credit shall arise only at such times as drawings are made thereunder, as provided in Section 2.053.

Letters of Credit. (a) In the event that on the CAM Exchange Date any RF Letter of Credit shall be outstanding and undrawn in whole or in part, or any amount drawn under a Letter of Credit shall constitute an Unpaid Drawing, each Lender with a Revolving Facility Lender shall Credit Commitment or Canadian Commitment, as applicable, in respect of Unpaid Drawings on Letters of Credit shall, before giving effect to the CAM Exchange, promptly pay over to the Administrative Agent, in immediately available fundsfunds and in the currency that such Letters of Credit are denominated (or at the request of a Lender, such amount in the Dollar Equivalent thereof at such time), an amount in Dollars equal to such Lender’s Revolving Facility Credit Commitment Percentage (as notified to such Lender by the Administrative Agent), of such Letter of Credit’s undrawn face amountamount or (to the extent it has not already done so) such Letter of Credit’s Unpaid Drawing, as the case may be, together with interest thereon from the CAM Exchange Date to the date on which such amount shall be paid to the Administrative Agent at the rate that would be applicable at the time to a Revolving Credit Loan that is an ABR Revolving Loan in a principal amount equal to such undrawn face amount or unreimbursed drawingamount, as applicablethe case may be. The Administrative Agent shall establish a separate account or accounts for each Lender (each, an “RF L/C Reserve Account”) or accounts for each Lender for the amounts received with respect to each such RF Letter of Credit pursuant to the preceding sentence. On the CAM Exchange Date, the Administrative Agent shall request the Deposit Bank to withdraw all amounts remaining in the Credit-Linked Deposit Account (after giving effect to withdrawals therefrom made pursuant to Section 2.08(d)) less the aggregate amount (if any) equal to all unreimbursed L/C Disbursements made in respect of CL Letters of Credit not yet founded by application of Credit-Linked Deposits as contemplated by Section 2.05(e) and deposit same in a new separate account maintained with the Administrative Agent (each a “CL Reserve Account” and together with the RF Reserve Account, the “Reserve Accounts”) or accounts for such Lender. The Administrative Agent shall deposit in each Lender’s RF L/C Reserve Account or CL Reserve Account, as the case may be, such Lender’s CAM Percentage of the amounts received from the Revolving Facility Lenders or the Credit-Linked Deposit Account, as the case may be, as provided above. The Administrative Agent shall have sole dominion and control over each L/C Reserve Account, and the amounts deposited in each L/C Reserve Account shall be held in such L/C Reserve Account until withdrawn as provided in paragraph (b), (c), (d) or (e) below. The Administrative Agent shall maintain records enabling it to determine the amounts paid over to it and deposited in the L/C Reserve Accounts in respect of each Letter of Credit and the amounts on deposit in respect of each Letter of Credit attributable to each Lender’s CAM Percentage. The amounts held in each Lender’s RF L/C Reserve Account or CL Reserve Account, as the case may be, shall be held as a reserve against the Revolving L/C Exposures or CL L/C Exposures, as the case may beLetter of Credit Exposure, shall be the property of such Lender, shall not constitute Loans to or give rise to any claim of or against any Loan Credit Party and shall not give rise to any obligation on the part of any the Borrower or the Canadian Borrower to pay interest to such Lender, it being agreed that the reimbursement obligations in respect of Letters of Credit shall arise only at such times as drawings are made thereunder, as provided in Section 2.053.

Letters of Credit. (a) In the event that on the CAM Exchange Date any RF Letter of Credit shall be outstanding and undrawn in whole or in part, or any LC Disbursement shall not have been reimbursed either by the U.S. Borrower or with the proceeds of a Borrowing, each Revolving Facility Lender shall promptly pay over to the Administrative Agent, in immediately available funds, an amount in Dollars equal to the Dollar Equivalent of such Lender’s Revolving Facility CAM Percentage of such undrawn face amountamount or (to the extent it has not already done so) such unreimbursed drawing, as applicable, together with interest thereon from the CAM Exchange Date to the date on which such amount shall be paid to the Administrative Agent at the rate that would be applicable at the time to an ABR Revolving Loan in a principal amount equal to such undrawn face amount or unreimbursed drawing, as applicable. The Administrative Agent shall establish a separate account (each, an a “RF Reserve Account”) or accounts for each Lender for the amounts received with respect to each such RF Letter of Credit pursuant to the preceding sentence. On the CAM Exchange Date, the Administrative Agent shall request the Deposit Bank to withdraw all amounts remaining in the Credit-Linked Deposit Account (after giving effect to withdrawals therefrom made pursuant to Section 2.08(d)) less the aggregate amount (if any) equal to all unreimbursed L/C Disbursements made in respect of CL Letters of Credit not yet founded by application of Credit-Linked Deposits as contemplated by Section 2.05(e) and deposit same in a new separate account maintained with the Administrative Agent (each a “CL Reserve Account” and together with the RF Reserve Account, the “Reserve Accounts”) or accounts for such Lender. The Administrative Agent shall deposit in each Lender’s RF Reserve Account or CL Reserve Account, as the case may be, such Lender’s CAM Percentage of the amounts received from the Revolving Facility Lenders or the Credit-Linked Deposit Account, as the case may be, as provided above. The Administrative Agent shall have sole dominion and control over each Reserve Account, and the amounts deposited in each Reserve Account shall be held in such Reserve Account until withdrawn as provided in paragraph (b), (c), (d) or (e) below. The Administrative Agent shall maintain records enabling it to determine the amounts paid over to it and deposited in the Reserve Accounts in respect of each Letter of Credit and the amounts on deposit in respect of each Letter of Credit attributable to each Lender’s CAM Percentage. The amounts held in each Lender’s RF Reserve Account or CL Reserve Account, as the case may be, shall be held as a reserve against the Revolving L/C Exposures or CL L/C LC Exposures, as the case may be, shall be the property of such Lender, shall not constitute Loans to or give rise to any claim of or against any Loan Party Borrower and shall not give rise to any obligation on the part of any the U.S. Borrower to pay interest to such Lender, it being agreed that the reimbursement obligations in respect of Letters of Credit shall arise only at such times as drawings are made thereunder, as provided in Section 2.052.06.

Letters of Credit. (a) In the event that on the CAM Exchange Termination Date any RF Letter of Credit shall be outstanding and undrawn in whole or in part, or any amount drawn under any such Letter of Credit shall not have been reimbursed by the applicable Borrower or with the proceeds of a 148 Revolving Loan, each Revolving Facility Lender having, on such date and prior to giving effect to the CAM Exchange, Letter of Credit Outstandings with respect to such Letter of Credit shall promptly pay over to the Administrative Agent, in immediately available funds, in the case of any undrawn amount, and in Dollars, in the case of any unreimbursed amount, an amount in Dollars equal to such Lender’s Revolving Facility Applicable Percentage of such undrawn face amountamount or (to the extent it has not already done so) such unreimbursed drawing, as the case may be, together with interest thereon from the CAM Exchange Termination Date to the date on which such amount shall be paid to the Administrative Agent at the rate that would be applicable at the time to an ABR Revolving Loan in a principal amount equal to such undrawn face amount or unreimbursed drawing, as applicableamount. The Administrative Agent shall establish a separate account or accounts for each Lender (each, an “RF LC Reserve Account”) or accounts for each Lender for the amounts received with respect to each such RF Letter of Credit pursuant to the preceding sentence. On the CAM Exchange Date, the Administrative Agent shall request the Deposit Bank to withdraw all amounts remaining in the Credit-Linked Deposit Account (after giving effect to withdrawals therefrom made pursuant to Section 2.08(d)) less the aggregate amount (if any) equal to all unreimbursed L/C Disbursements made in respect of CL Letters of Credit not yet founded by application of Credit-Linked Deposits as contemplated by Section 2.05(e) and deposit same in a new separate account maintained with the Administrative Agent (each a “CL Reserve Account” and together with the RF Reserve Account, the “Reserve Accounts”) or accounts for such Lender. The Administrative Agent shall deposit in each Lender’s RF LC Reserve Account or CL Reserve Account, as the case may be, such Lender’s CAM Percentage of the amounts received from the Revolving Facility Lenders or the Credit-Linked Deposit Account, as the case may be, as provided above. The Administrative Agent shall have sole dominion and control over each LC Reserve Account, and the amounts deposited in each LC Reserve Account shall be held in such LC Reserve Account until withdrawn as provided in paragraph (b), (c), (d) or (e) below. The Administrative Agent shall maintain records enabling it to determine the amounts paid over to it and deposited in the LC Reserve Accounts in respect of each Letter of Credit and the amounts on deposit in respect of each Letter of Credit attributable to each Lender’s CAM Percentage. The amounts held in each Lender’s RF LC Reserve Account or CL Reserve Account, as the case may be, shall be held as a reserve against the Revolving L/C Exposures or CL L/C Exposures, as the case may beoutstanding Letter of Credit Outstandings, shall be the property of such Lender, shall not constitute Loans to or give rise to any claim of or against any Loan Party and shall not give rise to any obligation on the part of any either Borrower to pay interest to such Lender, it being agreed that the reimbursement obligations in respect of Letters of Credit shall arise only at such times as drawings are made thereunder, as provided in Section 2.05ARTICLE 2.

Letters of Credit. (a) In the event that on the CAM Exchange Date any RF Letter of Credit shall be outstanding and undrawn in whole or in part, or any amount drawn under a Letter of Credit shall not have been reimbursed either by the Parent Borrower or any Foreign Subsidiary Borrower, as the case may be, or with the proceeds of a Revolving Loan, each Revolving Facility Lender shall promptly pay over to the Administrative Agent, in immediately available fundsfunds and in the currency that such Letters of Credit are denominated, an amount in Dollars equal to such Revolving Lender’s Revolving Facility 's Applicable Percentage (as notified to such Lender by the Administrative Agent) of such Letter of Credit's undrawn face amountamount or (to the extent it has not already done so) such Letter of Credit's unreimbursed drawing, together with interest thereon from the CAM Exchange Date to the date on which such amount shall be paid to the Administrative Agent at the rate that would be applicable at the time to an ABR Revolving Loan in a principal amount equal to such undrawn face amount or unreimbursed drawingamount, as applicablethe case may be. The Administrative Agent shall establish a separate account (each, an “RF Reserve Account”) or accounts for each Lender (each, an "LC Reserve Account") for the amounts received with respect to each such RF Letter of Credit pursuant to the preceding sentence. On the CAM Exchange Date, the Administrative Agent shall request the Deposit Bank to withdraw all amounts remaining in the Credit-Linked Deposit Account (after giving effect to withdrawals therefrom made pursuant to Section 2.08(d)) less the aggregate amount (if any) equal to all unreimbursed L/C Disbursements made in respect of CL Letters of Credit not yet founded by application of Credit-Linked Deposits as contemplated by Section 2.05(e) and deposit same in a new separate account maintained with the Administrative Agent (each a “CL Reserve Account” and together with the RF Reserve Account, the “Reserve Accounts”) or accounts for such Lender. The Administrative Agent shall deposit in each Lender’s RF 's LC Reserve Account or CL Reserve Account, as the case may be, such Lender’s 's CAM Percentage of the amounts received from the Revolving Facility Lenders or the Credit-Linked Deposit Account, as the case may be, as provided above. The Administrative Agent shall have sole dominion and control over each LC Reserve Account, and the amounts deposited in each LC Reserve Account shall be held in such LC Reserve Account until withdrawn as provided in paragraph (b), (c), (d) or (e) below. The Administrative Agent shall maintain records enabling it to determine the amounts paid over to it and deposited in the LC Reserve Accounts in respect of each Letter of Credit and the amounts on deposit in respect of each Letter of Credit attributable to each Lender’s 's CAM Percentage. The amounts held in each Lender’s RF 's LC Reserve Account or CL Reserve Account, as the case may be, shall be held as a reserve against the Revolving L/C Exposures or CL L/C Exposures, as the case may beLC Exposure, shall be the property of such Lender, shall not constitute Loans to or give rise to any claim of or against any Loan Party and shall not give rise to any obligation on the part of any the Parent Borrower or the Foreign Subsidiary Borrowers to pay interest to such Lender, it being agreed that the reimbursement obligations in respect of Letters of Credit shall arise only at such times as drawings are made thereunder, as provided in Section 2.05.

Letters of Credit. (a) In the event that on the CAM Exchange Date any RF Letter of Credit shall be outstanding and undrawn in whole or in part, or any L/C Disbursement shall not have been reimbursed by the Company or with the proceeds of a Revolving Borrowing or Swingline Borrowing, each Revolving Facility US Tranche Lender shall promptly pay over to the Administrative Agent, in immediately available funds, an amount in US Dollars equal to such Lender’s US Tranche Revolving Facility Percentage of such undrawn face amountamount or (to the extent it has not already done so) such unreimbursed drawing, as applicable, together with interest thereon from the CAM Exchange Date to the date on which such amount shall be paid to the Administrative Agent at the rate that would be applicable at the time to an a US Tranche ABR Revolving Loan in a principal amount equal to such undrawn face amount or unreimbursed drawing, as applicable. The Administrative Agent shall establish a separate account (each, an a “RF Reserve Account”) or accounts for each Lender for the amounts received with respect to each such RF Letter of Credit pursuant to the preceding sentence. On the CAM Exchange Date, the Administrative Agent shall request the Deposit Bank to withdraw all amounts remaining in the Credit-Linked Deposit Account (after giving effect to withdrawals therefrom made pursuant to Section 2.08(d)) less the aggregate amount (if any) equal to all unreimbursed L/C Disbursements made in respect of CL Letters of Credit not yet founded by application of Credit-Linked Deposits as contemplated by Section 2.05(e) and deposit same in a new separate account maintained with the Administrative Agent (each a “CL Reserve Account” and together with the RF Reserve Account, the “Reserve Accounts”) or accounts for such Lender. The Administrative Agent shall deposit in each Lender’s RF Reserve Account or CL Reserve Account, as the case may be, such Lender’s CAM Percentage of the amounts received from the Revolving Facility US Tranche Lenders or the Credit-Linked Deposit Account, as the case may be, as provided above. The Administrative Agent shall have sole dominion and control over each Reserve Account, and the amounts deposited in each Reserve Account shall be held in such Reserve Account until withdrawn as provided in paragraph (b), (c), (d) or (e) below. The Administrative Agent shall maintain records enabling it to determine the amounts paid over to it and deposited in the Reserve Accounts in respect of each Letter of Credit and the amounts on deposit in respect of each Letter of Credit attributable to each Lender’s CAM Percentage. The amounts held in each Lender’s RF Reserve Account or CL Reserve Account, as the case may be, shall be held as a reserve against the Revolving L/C Exposures or CL L/C LC Exposures, as the case may be, shall be the property of such Lender, shall not constitute Loans to or give rise to any claim of or against any Loan Party Borrower and shall not give rise to any obligation on the part of any Borrower to pay interest to such Lender, it being agreed that the reimbursement obligations in respect of Letters of Credit shall arise only at such times as drawings are made thereunder, as provided in Section 2.05.

Letters of Credit. (a) In On the event that terms and conditions hereinafter set forth, the Agent shall from time to time during the period beginning on the CAM Exchange Effective Date and ending on the Revolving Maturity Date upon request of Borrowers issue standby and/or commercial Letters of Credit for the account of Borrowers (the "Letters of Credit") in such face amounts as Borrowers may request, but not to exceed in the aggregate face amount at any RF Letter time outstanding the sum of Two Million Dollars ($2,000,000.00). The face amount of all Letters of Credit issued and outstanding hereunder shall be considered as Advances for Borrowing Base purposes and all payments made by the Agent on such Letters of Credit shall be outstanding considered as Advances under the Revolving Notes. Each Letter of Credit issued for the account of Borrowers hereunder shall (i) be in favor of such beneficiaries as specifically requested by Borrowers, (ii) have an expiration date not exceeding one year from the Revolving Maturity Date, and undrawn (iii) contain such other terms and provisions as may be reasonably required by Bank. Each Bank (other than Agent) agrees that, upon issuance of any Letter of Credit hereunder, it shall automatically acquire a participation in whole or the Agent's liability under such Letter of Credit in part, each Revolving Facility Lender shall promptly pay over to the Administrative Agent, in immediately available funds, an amount in Dollars equal to such Lender’s Bank's Revolving Facility Commitment Percentage of such undrawn face amountliability, together and each Bank (other than Agent) thereby shall absolutely, unconditionally and irrevocably assume, as primary obligor and not as surety, and shall be unconditionally obligated to Agent to pay and discharge when due, its Revolving Commitment Percentage of Agent's liability under such Letter of Credit. The Borrowers hereby unconditionally agree to pay and reimburse the Agent for the amount of each demand for payment under any Letter of Credit that is in substantial compliance with interest thereon from the CAM Exchange Date provisions of any such Letter of Credit at or prior to the date on which such amount shall payment is to be paid made by the Agent to the Administrative Agent at the rate that would be applicable at the time to an ABR Revolving Loan in a principal amount equal to such undrawn face amount beneficiary thereunder, without presentment, demand, protest or unreimbursed drawing, as applicableother formalities of any kind. The Administrative Agent shall establish a separate account (each, an “RF Reserve Account”) or accounts for each Lender for the amounts received with respect to each such RF Upon receipt from any beneficiary of any Letter of Credit pursuant to the preceding sentence. On the CAM Exchange Dateof any demand for payment under such Letter of Credit, the Administrative Agent shall request promptly notify the Deposit Bank Borrowers of the demand and the date upon which such payment is to withdraw all amounts remaining in be made by the Credit-Linked Deposit Account (after giving effect Agent to withdrawals therefrom made pursuant to Section 2.08(d)) less the aggregate amount (if any) equal to all unreimbursed L/C Disbursements made such beneficiary in respect of CL Letters such demand. Forthwith upon receipt of Credit not yet founded by application of Credit-Linked Deposits as contemplated by Section 2.05(e) and deposit same in a new separate account maintained with the Administrative Agent (each a “CL Reserve Account” and together with the RF Reserve Account, the “Reserve Accounts”) or accounts for such Lender. The Administrative Agent shall deposit in each Lender’s RF Reserve Account or CL Reserve Account, as the case may be, such Lender’s CAM Percentage of the amounts received notice from the Revolving Facility Lenders Agent, Borrowers shall advise the Agent whether or not they intend to borrow hereunder to finance their obligations to reimburse the Credit-Linked Deposit Account, as the case may be, as provided above. The Administrative Agent shall have sole dominion and control over each Reserve AccountAgent, and the amounts deposited in each Reserve Account shall be held in such Reserve Account until withdrawn as provided in paragraph (b)if so, (c), (d) or (e) below. The Administrative Agent shall maintain records enabling it to determine the amounts paid over to it and deposited in the Reserve Accounts in respect submit a Notice of each Letter of Credit and the amounts on deposit in respect of each Letter of Credit attributable to each Lender’s CAM Percentage. The amounts held in each Lender’s RF Reserve Account or CL Reserve Account, as the case may be, shall be held as a reserve against the Revolving L/C Exposures or CL L/C Exposures, as the case may be, shall be the property of such Lender, shall not constitute Loans to or give rise to any claim of or against any Loan Party and shall not give rise to any obligation on the part of any Borrower to pay interest to such Lender, it being agreed that the reimbursement obligations in respect of Letters of Credit shall arise only at such times as drawings are made thereunder, Borrowing as provided in Section 2.052.3 hereof. If Borrowers fail to so advise Agent and thereafter fail to reimburse Agent, the Agent shall notify each Bank of the demand and the failure of the Borrowers to reimburse the Agent, and each Bank shall reimburse the Agent for its Revolving Commitment Percentage of each such draw paid by the Agent and unreimbursed by the Borrowers. All such amounts paid by Agent and/or reimbursed by the Banks shall be treated as an Advance or Advances under the Revolving Commitment, which Advances shall be immediately due and payable and shall bear interest at the Default Rate.

Letters of Credit. (a) In the event that on the CAM Exchange Date any RF Letter of Credit under a Tranche shall be outstanding and undrawn in whole or in part, or any L/C Disbursement under a Tranche shall not have been reimbursed by the applicable Borrower or with the proceeds of a Revolving Borrowing or Swingline Borrowing, each Revolving Facility Lender under such Tranche shall promptly pay over to the Administrative Applicable Agent, in immediately available funds, an amount in US Dollars equal to such Lender’s Revolving Facility 's Tranche Percentage of such undrawn face amountamount or (to the extent it has not already done so) such unreimbursed drawing, as applicable, together with interest thereon from the CAM Exchange Date to the date on which such amount shall be paid to the Administrative Agent at the rate that would be applicable at the time to an ABR Revolving Loan in a principal amount equal to such undrawn face amount or unreimbursed drawing, as applicable. The Administrative Agent shall establish a separate account (each, an “RF a "Reserve Account”") or accounts for each Lender for the amounts received with respect to each such RF Letter of Credit pursuant to the preceding sentence. On the CAM Exchange Date, the Administrative Agent shall request the Deposit Bank to withdraw all amounts remaining in the Credit-Linked Deposit Account (after giving effect to withdrawals therefrom made pursuant to Section 2.08(d)) less the aggregate amount (if any) equal to all unreimbursed L/C Disbursements made in respect of CL Letters of Credit not yet founded by application of Credit-Linked Deposits as contemplated by Section 2.05(e) and deposit same in a new separate account maintained with the Administrative Agent (each a “CL Reserve Account” and together with the RF Reserve Account, the “Reserve Accounts”) or accounts for such Lender. The Administrative Agent shall deposit in each Lender’s RF 's Reserve Account or CL Reserve Account, as the case may be, such Lender’s 's CAM Percentage of the amounts received from the Revolving Facility Lenders or the Credit-Linked Deposit Account, as the case may be, as provided above. For the purposes of this paragraph, the US Dollar Equivalent of each Lender's participation in each Letter of Credit denominated in a currency other than US Dollars shall be the amount in US Dollars determined by the Administrative Agent to be required in order for the Administrative Agent to purchase currency in the applicable Alternative Currency in an amount sufficient to enable it to deposit the actual amount of such participation in such undrawn Letter of Credit in the applicable Alternative Currency in such Lender's Reserve Account. The Administrative Agent shall have sole dominion and control over each Reserve Account, and the amounts deposited in each Reserve Account shall be held in such Reserve Account until withdrawn as provided below in paragraph (b), (c), (d) or (e) belowthis Section. The Administrative Agent shall maintain records enabling it to determine the amounts paid over to it and deposited in the Reserve Accounts in respect of each Letter of Credit and the amounts on deposit in respect of each Letter of Credit attributable to each Lender’s 's CAM Percentage. The amounts held in each Lender’s RF 's Reserve Account or CL Reserve Account, as the case may be, shall be held as a reserve against the Revolving L/C Exposures or CL L/C LC Exposures, as the case may be, shall be the property of such Lender, shall not constitute Loans to or give rise to any claim of or against any Loan Party and shall not give rise to any obligation on the part of any Borrower to pay interest to such Lender, it being agreed that the reimbursement obligations in respect of Letters of Credit shall arise only at such times as drawings are made thereunder, as provided in Section 2.05.

Letters of Credit. (a) In the event that on the CAM Exchange Date any RF Letter of Credit shall be outstanding and undrawn in whole or in part, or any amount drawn under a Letter of Credit shall not have been reimbursed by Lower Lakes (each such amount so paid until reimbursed, an "Unpaid Drawing"), each Cdn. Revolving Facility Lender shall in respect of Unpaid Drawings on Letters of Credit shall, before giving effect to the CAM Exchange, promptly pay over to the Administrative Agent, in immediately available fundsfunds and in the currency that such Letters of Credit are denominated, an amount in Dollars equal to such Lender’s 's Cdn. Revolving Facility Percentage Loan Commitment percentage (as notified to such Lender by the Agent), of such Letter of Credit's undrawn face amountamount or (to the extent it has not already done so) such Letter of Credit's Unpaid Drawing, as the case may be, together with interest thereon from the CAM Exchange Date to the date on which such amount shall be paid to the Administrative Agent at the rate that would be applicable at the time to an ABR a Cdn. Revolving Loan that is a Canadian Prime Rate Loan in a principal amount equal to such undrawn face amount or unreimbursed drawingamount, as applicablethe case may be. The Administrative Agent shall establish a separate account or accounts for each Cdn. Revolving Lender (each, an “RF "L/C Reserve Account”") or accounts for each Lender for the amounts received with respect to each such RF Letter of Credit pursuant to the preceding sentence. On the CAM Exchange Date, the Administrative Agent shall request the Deposit Bank to withdraw all amounts remaining in the Credit-Linked Deposit Account (after giving effect to withdrawals therefrom made pursuant to Section 2.08(d)) less the aggregate amount (if any) equal to all unreimbursed L/C Disbursements made in respect of CL Letters of Credit not yet founded by application of Credit-Linked Deposits as contemplated by Section 2.05(e) and deposit same in a new separate account maintained with the Administrative Agent (each a “CL Reserve Account” and together with the RF Reserve Account, the “Reserve Accounts”) or accounts for such Lender. The Administrative Agent shall deposit in each Cdn. Revolving Lender’s RF 's L/C Reserve Account or CL Reserve Account, as the case may be, such Lender’s 's CAM Percentage of the amounts received from the Cdn. Revolving Facility Lenders or the Credit-Linked Deposit Account, as the case may be, as provided above. The Administrative Agent shall have sole dominion and control over each L/C Reserve Account, and the amounts deposited in each L/C Reserve Account shall be held in such L/C Reserve Account until withdrawn as provided in paragraph (b), (c), or (d) or (e) below. The Administrative Agent shall maintain records enabling it to determine the amounts paid over to it and deposited in the L/C Reserve Accounts in respect of each Letter of Credit and the amounts on deposit in respect of each Letter of Credit attributable to each Cdn. Revolving Lender’s 's CAM Percentage. The amounts held in each Cdn. Revolving Lender’s RF 's L/C Reserve Account or CL Reserve Account, as the case may be, shall be held as a reserve against the Revolving L/C Exposures or CL L/C Exposures, as the case may beLetter of Credit Obligations, shall be the property of such Lender, shall not constitute Loans to or give rise to any claim of or against any Loan Credit Party and shall not give rise to any obligation on the part of any Borrower the Borrowers to pay interest to such Lender, it being agreed that the reimbursement obligations in respect of Letters of Credit shall arise only at such times as drawings are made thereunder, as provided in Section 2.05.Annex B.

Letters of Credit. (a) In the event that on the CAM FAM Exchange Date any RF Letter of Credit shall be outstanding and undrawn in whole or in partpart or there shall be any unpaid L/C Obligation under any such Letter of Credit, each Revolving Facility applicable Lender shall shall, before giving effect to the FAM Exchange, promptly pay over to the Administrative Agent, in immediately available fundsfunds and in the currency that each such Letter of Credit is denominated, an amount in Dollars equal to such Lender’s Revolving Facility Applicable Percentage of U.S. Revolving Loans or Australian Revolving Loans, as applicable, of each such Letter of Credit’s undrawn face amountamount or (to the extent it has not already done so) such L/C Obligation, as the case may be, together with interest thereon from the CAM FAM Exchange Date to the date on which such amount shall be paid to the Administrative Agent at the rate that would be applicable at the time to an ABR a U.S. Revolving Loan that is a Base Rate Loan in a principal amount equal to such undrawn face amount or unreimbursed drawingamount, as applicablethe case may be. The Administrative Agent shall establish a separate account or accounts for each Lender (each, an “RF L/C Reserve Account”) or accounts for each Lender for the amounts received with respect to each such RF Letter of Credit and/or L/C Obligation pursuant to the preceding sentence. On the CAM Exchange Date, the Administrative Agent shall request the Deposit Bank to withdraw all amounts remaining in the Credit-Linked Deposit Account (after giving effect to withdrawals therefrom made pursuant to Section 2.08(d)) less the aggregate amount (if any) equal to all unreimbursed L/C Disbursements made in respect of CL Letters of Credit not yet founded by application of Credit-Linked Deposits as contemplated by Section 2.05(e) and deposit same in a new separate account maintained with the Administrative Agent (each a “CL Reserve Account” and together with the RF Reserve Account, the “Reserve Accounts”) or accounts for such Lender. The Administrative Agent shall deposit in each Lender’s RF L/C Reserve Account or CL Reserve Account, as the case may be, such Lender’s CAM FAM Percentage of the amounts received from the Revolving Facility Lenders or the Credit-Linked Deposit Account, as the case may be, as provided above. The Administrative Agent shall have sole dominion and control over each L/C Reserve Account, and the amounts deposited in each L/C Reserve Account shall be held in such L/C Reserve Account until withdrawn as provided in paragraph (bii), (ciii), (div) or (ev) below. The Administrative Agent shall maintain records enabling it to determine the amounts paid over to it and deposited in the L/C Reserve Accounts in respect of each Letter of Credit and/or L/C Obligation and the amounts on deposit in respect of each Letter of Credit and/or L/C Obligation attributable to each Lender’s CAM FAM Percentage. The amounts held in each Lender’s RF L/C Reserve Account or CL Reserve Account, as the case may be, shall be held as a reserve against such Lender’s Applicable Percentage of the Revolving L/C Exposures or CL L/C Exposures, as the case may beObligations then outstanding, shall be the property of such Lender, shall not constitute Loans to or give rise to any claim of or against any Loan Party and shall not give rise to any obligation on the part of any Borrower to pay interest to such Lender, it being agreed that the reimbursement obligations in respect of Letters of Credit shall arise only at such times as drawings are made thereunder, as provided in Section 2.052.03. In the event that after the FAM Exchange Date any drawing shall be made in respect of a Letter of Credit, the Administrative Agent shall, at the request of the applicable L/C Issuer, withdraw from the L/C Reserve Account of each Lender any amounts, up to the amount of such Lender’s FAM Percentage of such drawing, deposited in respect of such Letter of Credit and remaining on deposit and deliver such amounts to the applicable L/C Issuer in satisfaction of the reimbursement obligations of the Lenders under Section 2.03 (but not of any Borrower under Section 2.03, respectively). In the event any Lender shall default on its obligation to pay over any amount to the Administrative Agent in respect of any Letter of Credit as provided in this Section 10.19, the applicable L/C Issuer shall, in the event of a drawing thereunder, have a claim against such Lender to the same extent as if such Lender had defaulted on its obligations under Section 2.03, but shall have no claim against any other Lender in respect of such defaulted amount, notwithstanding the exchange of interests in the reimbursement obligations pursuant to Section 10.19(a). Each other Lender shall have a claim against such defaulting Lender for any damages sustained by it as a result of such default, including, in the event such Letter of Credit shall expire undrawn, its FAM Percentage of the defaulted amount. In the event that after the FAM Exchange Date any Letter of Credit shall expire undrawn, the Administrative Agent shall withdraw from the L/C Reserve Account of each Lender the amount remaining on deposit therein in respect of such Letter of Credit and distribute such amount to such Lender. With the prior written approval of the Administrative Agent and the applicable L/C Issuer, any Lender may withdraw the amount held in its L/C Reserve Account in respect of the undrawn amount of any Letter of Credit. Any Lender making such a withdrawal shall be unconditionally obligated, in the event there shall subsequently be a drawing under such Letter of Credit, to pay over to the Administrative Agent, for the account of the applicable L/C Issuer on demand, its FAM Percentage of such drawing. Pending the withdrawal by any Lender of any amounts from its L/C Reserve Account as contemplated by the above paragraphs, the Administrative Agent will, at the direction of such Lender and subject to such rules as the Administrative Agent may prescribe for the avoidance of inconvenience, invest such amounts in Cash Equivalents. Each Lender that has not withdrawn the amounts in its L/C Reserve Account as provided in paragraph (iv) above shall have the right, at intervals reasonably specified by the Administrative Agent, to withdraw the earnings on investments so made by the Administrative Agent with amounts in its L/C Reserve Account and to retain such earnings for its own account.

Letters of Credit. (a) In the event that on the CAM Exchange Date any RF Letter of Credit shall be outstanding and undrawn in whole or in part, or any L/C Disbursement shall not have been reimbursed by the Company or with the proceeds of a U.S. Revolving Loan or Swingline Borrowing, each Revolving Facility U.S. Lender shall promptly pay over to the U.S. Administrative Agent, in immediately available funds, an amount in U.S. Dollars equal to such U.S. Lender’s Revolving Facility Applicable Percentage of such undrawn face amountamount or (to the extent it has not already done so) such unreimbursed drawing, as applicable, together with interest thereon from the CAM Exchange Date to the date on which such amount shall be paid to the U.S. Administrative Agent at the rate that would be applicable at the time to an ABR U.S. Revolving Loan in a principal amount equal to such undrawn face amount or unreimbursed drawing, as applicable. The U.S. Administrative Agent shall establish a separate account (each, an a “RF Reserve Account”) or accounts for each Lender for the amounts received with respect to each such RF Letter of Credit pursuant to the preceding sentence. On the CAM Exchange Date, the Administrative Agent shall request the Deposit Bank to withdraw all amounts remaining in the Credit-Linked Deposit Account (after giving effect to withdrawals therefrom made pursuant to Section 2.08(d)) less the aggregate amount (if any) equal to all unreimbursed L/C Disbursements made in respect of CL Letters of Credit not yet founded by application of Credit-Linked Deposits as contemplated by Section 2.05(e) and deposit same in a new separate account maintained with the Administrative Agent (each a “CL Reserve Account” and together with the RF Reserve Account, the “Reserve Accounts”) or accounts for such Lender. The U.S. Administrative Agent shall deposit in each such Lender’s RF Reserve Account or CL Reserve Account, as the case may be, such Lender’s CAM Percentage of the amounts received from the Revolving Facility U.S. Lenders or the Credit-Linked Deposit Account, as the case may be, as provided above. The U.S. Administrative Agent shall have sole dominion and control over each Reserve Account, and the amounts deposited in each Reserve Account shall be held in such Reserve Account until withdrawn as provided below in paragraph (b), (c), (d) or (e) belowthis Section. The U.S. Administrative Agent shall maintain records enabling it to determine the amounts paid over to it and deposited in the Reserve Accounts in respect of each Letter of Credit and the amounts on deposit in respect of each Letter of Credit attributable to each Lender’s CAM Percentage. The amounts held in each such Lender’s RF Reserve Account or CL Reserve Account, as the case may be, shall be held as a reserve against the Revolving L/C Exposures or CL L/C LC Exposures, as the case may be, shall be the property of such Lender, shall not constitute Loans to or give rise to any claim of or against any Loan Party either Borrower and shall not give rise to any obligation on the part of any either Borrower to pay interest to such Lender, it being agreed that the reimbursement obligations in respect of Letters of Credit shall arise only at such times as drawings are made thereunder, as provided in Section 2.052.04.

Letters of Credit. (a) In the event that on the CAM Exchange Date any RF Letter of Credit shall be outstanding and undrawn in whole or in part, or any amount drawn under a Letter of Credit shall constitute an Unpaid Drawing, each Revolving Facility Lender shall in respect of Unpaid Drawings on Letters of Credit shall, before giving effect to the CAM Exchange, promptly pay over to the Administrative Agent, in immediately available fundsfunds and in the currency that such Letters of Credit are denominated, an amount in Dollars equal to such Lender’s Revolving Facility Credit Commitment Percentage or Extended Revolving Credit Commitment Percentage, as applicable, (as notified to such Lender by the Administrative Agent), of such Letter of Credit’s undrawn face amountamount or (to the extent it has not already done so) such Letter of Credit’s Unpaid Drawing, as the case may be, together with interest thereon from the CAM Exchange Date to the date on which such amount shall be paid to the Administrative Agent at the rate that would be applicable at the time to an Extended Revolving Credit Loan or, with respect to Letters of Credit issued under the Revolving Credit Commitments, a Revolving Credit Loan, that is an ABR Revolving Loan in a principal amount equal to such undrawn face amount or unreimbursed drawingamount, as applicablethe case may be. The Administrative Agent shall establish a separate account or accounts for each Lender (each, an “RF L/C Reserve Account”) or accounts for each Lender for the amounts received with respect to each such RF Letter of Credit pursuant to the preceding sentence. On the CAM Exchange Date, the Administrative Agent shall request the Deposit Bank to withdraw all amounts remaining in the Credit-Linked Deposit Account (after giving effect to withdrawals therefrom made pursuant to Section 2.08(d)) less the aggregate amount (if any) equal to all unreimbursed L/C Disbursements made in respect of CL Letters of Credit not yet founded by application of Credit-Linked Deposits as contemplated by Section 2.05(e) and deposit same in a new separate account maintained with the Administrative Agent (each a “CL Reserve Account” and together with the RF Reserve Account, the “Reserve Accounts”) or accounts for such Lender. The Administrative Agent shall deposit in each Lender’s RF L/C Reserve Account or CL Reserve Account, as the case may be, such Lender’s CAM Percentage of the amounts received from the Revolving Facility Lenders or the Credit-Linked Deposit Account, as the case may be, as provided above. The Administrative Agent shall have sole dominion and control over each L/C Reserve Account, and the amounts deposited in each L/C Reserve Account shall be held in such L/C Reserve Account until withdrawn as provided in paragraph (b), (c), (d) or (e) below. The Administrative Agent shall maintain records enabling it to determine the amounts paid over to it and deposited in the L/C Reserve Accounts in respect of each Letter of Credit and the amounts on deposit in respect of each Letter of Credit attributable to each Lender’s CAM Percentage. The amounts held in each Lender’s RF L/C Reserve Account or CL Reserve Account, as the case may be, shall be held as a reserve against the Revolving L/C Exposures or CL L/C Exposures, as the case may beLetter of Credit Exposure, shall be the property of such Lender, shall not constitute Loans to or give rise to any claim of or against any Loan Credit Party and shall not give rise to any obligation on the part of any the US Borrower or the UK Borrower to pay interest to such Lender, it being agreed that the reimbursement obligations in respect of Letters of Credit shall arise only at such times as drawings are made thereunder, as provided in Section 2.053.

Letters of Credit. (a) In the event that on the CAM Exchange Date any RF Letter of Credit shall be outstanding and undrawn in whole or in part, or any amount drawn under a Letter of Credit shall not have been reimbursed by the applicable Borrower or with the proceeds of a Revolving Borrowing, each Revolving Facility Lender shall promptly pay over to the Administrative Agent, in immediately available funds, an amount in Dollars equal to such Revolving Lender’s Revolving Facility Applicable Percentage (as notified to such Lender by the Administrative Agent) of such Letter of Credit’s undrawn face amountamount or (to the extent it has not already done so) such Letter of Credit’s unreimbursed drawing (in each case, based on the Dollar Amount thereof determined by the Administrative Agent based upon Spot Exchange Rates prevailing at the time, in the case of any Local Letters of Credit), together with interest thereon from the CAM Exchange Date to the date on which such amount shall be paid to the Administrative Agent at the rate that would be applicable at the time to an ABR Revolving Loan in a principal amount equal to such undrawn face amount or unreimbursed drawingamount, as applicablethe case may be. The Administrative Agent shall establish a separate account or accounts for each Lender (each, an “RF LC Reserve Account”) or accounts for each Lender for the amounts received with respect to each such RF Letter of Credit pursuant to the preceding sentence. On To the CAM Exchange Dateextent that any amounts received from the Revolving Lenders as provided above relate to Local Letters of Credit, such amounts shall be converted promptly upon receipt by the Administrative Agent to the relevant Local Currency in an amount equal to the undrawn amount of the relevant Local Letter of Credit and, if the amount in Dollars so received by the Administrative Agent from any Revolving Lender attributable to any Local Letter of Credit is for any reason more or less than the amount necessary to produce the required amount of the relevant Local Currency upon such conversion (based upon the actual cost of conversion determined by the Administrative Agent), then either (i) in the case of a shortfall, such Revolving Lender shall, upon request by the Administrative Agent, pay over to the Administrative Agent, in immediately available funds, an amount in Dollars sufficient to make up the shortfall (as determined by the Administrative Agent and notified to such Revolving Lender) or (ii) in the case of an excess, the Administrative Agent shall request the Deposit Bank refund such excess to withdraw all amounts remaining in the Credit-Linked Deposit Account (after giving effect to withdrawals therefrom made pursuant to Section 2.08(d)) less the aggregate amount (if any) equal to all unreimbursed L/C Disbursements made in respect of CL Letters of Credit not yet founded by application of Credit-Linked Deposits as contemplated by Section 2.05(e) and deposit same in a new separate account maintained with the Administrative Agent (each a “CL Reserve Account” and together with the RF Reserve Account, the “Reserve Accounts”) or accounts for such Revolving Lender. The Administrative Agent shall deposit in each Lender’s RF LC Reserve Account or CL Reserve Account, as the case may be, such Lender’s CAM Percentage of the amounts received from the Revolving Facility Lenders or the Credit-Linked Deposit Account, as the case may be, as provided aboveabove (including the Local Currencies for which any such amounts have been exchanged as provided in the preceding sentence). The Administrative Agent shall have sole dominion and control over each LC Reserve Account, and the amounts deposited in each LC Reserve Account shall be held in such LC Reserve Account until withdrawn as provided in paragraph (b), (c), (d) or (e) below. The Administrative Agent shall maintain records enabling it to determine the amounts paid over to it and deposited in the LC Reserve Accounts in respect of each Letter of Credit and the amounts on deposit in respect of each Letter of Credit attributable to each Lender’s CAM Percentage. The amounts held in each Lender’s RF LC Reserve Account or CL Reserve Account, as the case may be, shall be held as a reserve against the Revolving L/C Exposures or CL L/C Exposures, as the case may beLC Exposure, shall be the property of such Lender, shall not constitute Loans to or give rise to any claim of or against any Loan Party or Foreign Borrowing Subsidiary and shall not give rise to any obligation on the part of any Borrower to pay interest to such Lender, it being agreed that the reimbursement obligations in respect of Letters of Credit shall arise only at such times as drawings are made thereunder, as provided in Section 2.05.

Letters of Credit. The Parent and the Purchaser agree to use their reasonable efforts (a) In to arrange for substitute letters of credit and the event that Parent and the Purchaser guarantee, respectively, to replace (i) the letters of credit and guarantees entered into by or on behalf of the CAM Exchange Date Seller or any RF Letter of Credit shall be its Affiliates (other than the Publishing Subsidiaries) outstanding as of the date of this Agreement in connection with any Business as set forth in Section 5.07 of the Disclosure Schedule and undrawn (ii) any letters of credit and guarantees entered into by or on behalf of the Seller or any of its Affiliates (other than the Publishing Subsidiaries) in whole the ordinary course of business consistent with past practice on or in part, each Revolving Facility Lender shall promptly pay over after the date of this Agreement and prior to the Administrative Agent, in immediately available funds, an amount in Dollars equal to such Lender’s Revolving Facility Percentage of such undrawn face amount, together with interest thereon from the CAM Exchange Date to the date on which such amount shall be paid to the Administrative Agent at the rate that would be applicable at the time to an ABR Revolving Loan in a principal amount equal to such undrawn face amount or unreimbursed drawing, as applicable. The Administrative Agent shall establish a separate account Closing (each, an “RF Reserve Account”) or accounts for each Lender for the amounts received with respect to each such RF Letter of Credit pursuant to the preceding sentence. On the CAM Exchange Datetogether, the Administrative Agent shall request the Deposit Bank to withdraw all amounts remaining in the Credit-Linked Deposit Account (after giving effect to withdrawals therefrom made pursuant to Section 2.08(d)) less the aggregate amount (if any) equal to all unreimbursed L/C Disbursements made in respect of CL Letters of Credit not yet founded by application of Credit-Linked Deposits as contemplated by Section 2.05(e) and deposit same in a new separate account maintained with the Administrative Agent (each a “CL Reserve Account” and together with the RF Reserve Account, the “Reserve Accounts”) or accounts for such Lender. The Administrative Agent shall deposit in each Lender’s RF Reserve Account or CL Reserve Account, as the case may be, such Lender’s CAM Percentage of the amounts received from the Revolving Facility Lenders or the Credit-Linked Deposit Account, as the case may be, as provided above. The Administrative Agent shall have sole dominion and control over each Reserve Account, and the amounts deposited in each Reserve Account shall be held in such Reserve Account until withdrawn as provided in paragraph (b), (c), (d"SELLER LOCS") or (eb) belowto assume all obligations of reimbursement under each Seller LOC, obtaining from the applicable creditor a full release of all parties liable, directly or indirectly, for reimbursement to the creditor in connection with amounts drawn under a Seller LOC under the existing terms of a Seller LOC. The Administrative Agent shall maintain records enabling it to determine the amounts paid over to it and deposited in the Reserve Accounts in respect of each Letter of Credit Parent and the amounts on deposit Purchaser further agree that to the extent the beneficiary under any Seller LOC refuses to accept any such substitute letter of credit or Parent or Purchaser guarantee proffered by the Parent or the Purchaser, the Parent or the Purchaser shall indemnify, defend and hold harmless the Seller against and reimburse the Seller for any and all costs or expenses in respect of each Letter of Credit attributable to each Lender’s CAM Percentage. The amounts held connection with such Seller LOCs, including the Seller's expenses in each Lender’s RF Reserve Account maintaining such Seller LOCs whether or CL Reserve Accountnot any such Seller LOC is drawn upon, as the case may be, shall be held as a reserve against the Revolving L/C Exposures or CL L/C Exposures, as the case may be, shall be the property of such Lender, shall not constitute Loans to or give rise to any claim of or against any Loan Party and shall not give rise in any event promptly reimburse the Seller to the extent any obligation on Seller LOC is called upon and the part of Seller makes any Borrower payment thereunder or is obligated to pay interest to such Lender, it being agreed that reimburse the reimbursement obligations in respect of Letters of Credit shall arise only at such times as drawings are made thereunder, as provided in Section 2.05party issuing the Seller LOC.

Letters of Credit. (a) In the event that on the CAM Exchange Date any RF Letter of Credit shall be outstanding and undrawn in whole or in part, or any LC Disbursement shall not have been reimbursed either by the U.S. Borrower or with the proceeds of a Borrowing, each Revolving Facility Lender shall promptly pay over to the Administrative Agent, in immediately available funds, an amount in Dollars equal to such Lender’s Revolving Facility 's CAM Percentage of such undrawn face amountamount or (to the extent it has not already done so) such unreimbursed drawing, as applicable, together with interest thereon from the CAM Exchange Date to the date on which such amount shall be paid to the Administrative Agent at the rate that would be applicable at the time to an ABR Revolving Loan in a principal amount equal to such undrawn face amount or unreimbursed drawing, as applicable. The Administrative Agent shall establish a separate account (each, an “RF a "Reserve Account”") or accounts for each Lender for the amounts received with respect to each such RF Letter of Credit pursuant to the preceding sentence. On the CAM Exchange Date, the Administrative Agent shall request the Deposit Bank to withdraw all amounts remaining in the Credit-Linked Deposit Account (after giving effect to withdrawals therefrom made pursuant to Section 2.08(d)) less the aggregate amount (if any) equal to all unreimbursed L/C Disbursements made in respect of CL Letters of Credit not yet founded by application of Credit-Linked Deposits as contemplated by Section 2.05(e) and deposit same in a new separate account maintained with the Administrative Agent (each a “CL Reserve Account” and together with the RF Reserve Account, the “Reserve Accounts”) or accounts for such Lender. The Administrative Agent shall deposit in each Lender’s RF 's Reserve Account or CL Reserve Account, as the case may be, such Lender’s 's CAM Percentage of the amounts received from the Revolving Facility Lenders or the Credit-Linked Deposit Account, as the case may be, as provided above. The Administrative Agent shall have sole dominion and control over each Reserve Account, and the amounts deposited in each Reserve Account shall be held in such Reserve Account until withdrawn as provided in paragraph (b), (c), (d) or (e) below. The Administrative Agent shall maintain records enabling it to determine the amounts paid over to it and deposited in the Reserve Accounts in respect of each Letter of Credit and the amounts on deposit in respect of each Letter of Credit attributable to each Lender’s 's CAM Percentage. The amounts held in each Lender’s RF 's Reserve Account or CL Reserve Account, as the case may be, shall be held as a reserve against the Revolving L/C Exposures or CL L/C LC Exposures, as the case may be, shall be the property of such Lender, shall not constitute Loans to or give rise to any claim of or against any Loan Party Borrower and shall not give rise to any obligation on the part of any the U.S. Borrower to pay interest to such Lender, it being agreed that the reimbursement obligations in respect of Letters of Credit shall arise only at such times as drawings are made thereunder, as provided in Section 2.05.

Letters of Credit. (a) In the event that on the CAM DAM Exchange Date any RF Letter of Credit shall be outstanding and undrawn in whole or in part, or any amount drawn under a Letter of Credit shall not have been reimbursed to the Issuing Bank (“Unpaid Drawings”), each Revolving Facility Lender shall in respect of Unpaid Drawings on Letters of Credit shall, before giving effect to the DAM Exchange, promptly pay over to the Administrative Agent, in immediately available fundsfunds and in the currency that such Letters of Credit are denominated, an amount in Dollars equal to such Lender’s Pro Rata Share of the Revolving Facility Percentage Commitment (as notified to such Lender by the Administrative Agent), of such Letter of Credit’s undrawn face amountamount or (to the extent it has not already done so) such Letter of Credit’s Unpaid Drawing, as the case may be, together with interest thereon from the CAM DAM Exchange Date to the date on which such amount shall be paid to the Administrative Agent at the rate that would be applicable at the time to an ABR a Revolving Loan that is a Base Rate Loan in a principal amount equal to such undrawn face amount or unreimbursed drawingamount, as applicablethe case may be. The Administrative Agent shall establish a separate account or accounts for each Lender (each, an “RF L/C Reserve Account”) or accounts for each Lender for the amounts received with respect to each such RF Letter of Credit pursuant to the preceding sentence. On the CAM Exchange Date, the Administrative Agent shall request the Deposit Bank to withdraw all amounts remaining in the Credit-Linked Deposit Account (after giving effect to withdrawals therefrom made pursuant to Section 2.08(d)) less the aggregate amount (if any) equal to all unreimbursed L/C Disbursements made in respect of CL Letters of Credit not yet founded by application of Credit-Linked Deposits as contemplated by Section 2.05(e) and deposit same in a new separate account maintained with the Administrative Agent (each a “CL Reserve Account” and together with the RF Reserve Account, the “Reserve Accounts”) or accounts for such Lender. The Administrative Agent shall deposit in each Lender’s RF L/C Reserve Account or CL Reserve Account, as the case may be, such Lender’s CAM DAM Percentage of the amounts received from the Revolving Facility Lenders or the Credit-Linked Deposit Account, as the case may be, as provided above. The Administrative Agent shall have sole dominion and control over each L/C Reserve Account, and the amounts deposited in each L/C Reserve Account shall be held in such L/C Reserve Account until withdrawn as provided in paragraph (b), (c), (d) or (e) below. The Administrative Agent shall maintain records enabling it to determine the amounts paid over to it and deposited in the L/C Reserve Accounts in respect of each Letter of Credit and the amounts on deposit in respect of each Letter of Credit attributable to each Lender’s CAM DAM Percentage. The amounts held in each Lender’s RF L/C Reserve Account or CL Reserve Account, as the case may be, shall be held as a reserve against the Revolving L/C Exposures or CL L/C Exposures, as the case may beLetter of Credit Exposure, shall be the property of such Lender, shall not constitute Loans to or give rise to any claim of or against any Loan Credit Party and shall not give rise to any obligation on the part of any Borrower the Borrowers to pay interest to such Lender, it being agreed that the reimbursement obligations in respect of Letters of Credit shall arise only at such times as drawings are made thereunder, as provided in Section 2.052.

Letters of Credit. (a) In the event that on the CAM Exchange Date any RF Letter of Credit shall be outstanding and undrawn in whole or in part, or any LC Disbursement shall not have been reimbursed by the applicable Borrower or with the proceeds of a Borrowing, each Revolving Facility ABT Lender shall promptly pay over to the Administrative Agent, in immediately available funds, an amount in Dollars Euro equal to such Lender’s Revolving Facility 's ABT Percentage of the Euro Equivalent of such Lender's participation in the undrawn face amountamount of each Letter of Credit and (to the extent it has not already done so) such Lender's participation in such unreimbursed LC Disbursement, as applicable, together with interest thereon from the CAM Exchange Date to the date on which such amount shall be paid to the Administrative Agent at the rate that would be applicable at the time to an ABR Revolving Loan in a principal amount equal to such undrawn face amount or unreimbursed drawing, as applicableLC Disbursement. The Administrative Agent shall establish a separate account (each, an “RF a "Reserve Account”") or accounts for each Lender for the amounts received with respect to each such RF Letter of Credit pursuant to the preceding sentence. On the CAM Exchange Date, the Administrative Agent shall request the Deposit Bank to withdraw all amounts remaining in the Credit-Linked Deposit Account (after giving effect to withdrawals therefrom made pursuant to Section 2.08(d)) less the aggregate amount (if any) equal to all unreimbursed L/C Disbursements made in respect of CL Letters of Credit not yet founded by application of Credit-Linked Deposits as contemplated by Section 2.05(e) and deposit same in a new separate account maintained with the Administrative Agent (each a “CL Reserve Account” and together with the RF Reserve Account, the “Reserve Accounts”) or accounts for such Lender. The Administrative Agent shall deposit in each Lender’s RF 's Reserve Account or CL Reserve Account, as the case may be, such Lender’s 's CAM Percentage of the amounts received from the Revolving Facility ABT Lenders or the Credit-Linked Deposit Account, as the case may be, as provided above. For the purposes of this paragraph, the Euro Equivalent of each Lender's participation in each Letter of Credit shall be the amount in Euros determined by the Administrative Agent to be required in order for the Administrative Agent to purchase currency in the currency in which such Letter of Credit is denominated in an amount sufficient to enable it to deposit the actual amount of such participation in such undrawn Letter of Credit in such currency in such Lender's Reserve Account. The Administrative Agent shall have sole dominion and control over each Reserve AccountAccount for the benefit of the Issuing Banks, and the amounts deposited in each Reserve Account shall be held in such Reserve Account until withdrawn as provided in paragraph (b), (c), (d) or (e) below. The Administrative Agent shall maintain records enabling it to determine the amounts paid over to it and deposited in the Reserve Accounts in respect of each Letter of Credit and the amounts on deposit in respect of each Letter of Credit attributable to each Lender’s 's CAM Percentage. The amounts held in each Lender’s RF 's Reserve Account or CL Reserve Account, as the case may be, shall be held as a reserve against the Revolving L/C Exposures or CL L/C LC Exposures, as the case may be, shall be the property of such Lender, shall not constitute Loans to or give rise to any claim of or against any Loan Credit Party and shall not give rise to any obligation on the part of any Borrower to pay interest to such Lender, it being agreed that the reimbursement obligations in respect of Letters of Credit shall arise only at such times as drawings are made thereunder, as provided in Section 2.052.04.

Letters of Credit. (a) In the event that on the CAM Exchange Date any RF Letter of Credit shall be outstanding and undrawn in whole or in part, or any amount drawn under a Letter of Credit shall not have been reimbursed either by Borrowers or with the proceeds of a Revolving Loan, each Revolving Facility Lender shall promptly pay over to the Administrative Agent, in immediately available fundsfunds in the same currency as such Dollar Letter of Credit or Euro Letter of Credit, as the case may be, in the case of any undrawn amount, and in Dollars, in the case of any unreimbursed amount, an amount in Dollars equal to such Revolving Lender’s Revolving Facility Percentage applicable Pro Rata Share of such undrawn face amountamount or (to the extent it has not already done so) such unreimbursed drawing, as the case may be, together with interest thereon from the CAM Exchange Date to the date on which such amount shall be paid to the Administrative Agent at the rate that would be applicable at the time to an ABR a Base Rate Revolving Loan Loan, in a principal amount equal to such undrawn face amount or unreimbursed drawing, as applicableamount. The Administrative Agent shall establish a separate interest bearing account or accounts for each Lender (each, an “RF LC Reserve Account”) or accounts for each Lender for the amounts received with respect to each such RF Letter of Credit pursuant to the preceding sentence. On the CAM Exchange Date, the Administrative Agent shall request the Deposit Bank to withdraw all amounts remaining in the Credit-Linked Deposit Account (after giving effect to withdrawals therefrom made pursuant to Section 2.08(d)) less the aggregate amount (if any) equal to all unreimbursed L/C Disbursements made in respect of CL Letters of Credit not yet founded by application of Credit-Linked Deposits as contemplated by Section 2.05(e) and deposit same in a new separate account maintained with the Administrative Agent (each a “CL Reserve Account” and together with the RF Reserve Account, the “Reserve Accounts”) or accounts for such Lender. The Administrative Agent shall deposit in each Lender’s RF LC Reserve Account or CL Reserve Account, as the case may be, such Lender’s CAM Percentage of the amounts received from the Revolving Facility Lenders or the Credit-Linked Deposit Account, as the case may be, as provided above. The Administrative Agent shall have sole dominion and control over each LC Reserve Account, and the amounts deposited in each LC Reserve Account shall be held in such LC Reserve Account until withdrawn as provided in paragraph (b), (c), (d) or (e) below. The Administrative Agent shall maintain records enabling it to determine the amounts paid over to it and deposited in the LC Reserve Accounts in respect of each Letter of Credit and the amounts on deposit in respect of each Letter of Credit attributable to each Lender’s CAM Percentage. The amounts held in each Lender’s RF LC Reserve Account or CL Reserve Account, as the case may be, shall be held as a reserve against the Revolving L/C Exposures or CL L/C Exposures, as the case may beoutstanding LC Obligations, shall be the property of such Lender, shall not constitute Loans to or give rise to any claim of or against any Loan Credit Party and shall not give rise to any obligation on the part of any Borrower to pay interest to such Lender, it being agreed that the reimbursement obligations in respect of Letters of Credit shall arise only at such times as drawings are made thereunder, as provided in Section 2.052.10.

Letters of Credit. (a) In the event that on the CAM Exchange Date any RF Letter of Credit shall be outstanding and undrawn in whole or in part, or any LC Disbursement shall not have been reimbursed either by the U.S. Borrower or with the proceeds of a Borrowing, each Revolving Facility Lender shall promptly pay over to the Administrative Agent, in immediately available funds, an amount in Dollars equal to such Lender’s Revolving Facility CAM Percentage of such undrawn face amountamount or (to the extent it has not already done so) such unreimbursed drawing, as applicable, together with interest thereon from the CAM Exchange Date to the date on which such amount shall be paid to the Administrative Agent at the rate that would be applicable at the time to an ABR Revolving Loan in a principal amount equal to such undrawn face amount or unreimbursed drawing, as applicable. The Administrative Agent shall establish a separate account (each, an a “RF Reserve Account”) or accounts for each Lender for the amounts received with respect to each such RF Letter of Credit pursuant to the preceding sentence. On the CAM Exchange Date, the Administrative Agent shall request the Deposit Bank to withdraw all amounts remaining in the Credit-Linked Deposit Account (after giving effect to withdrawals therefrom made pursuant to Section 2.08(d)) less the aggregate amount (if any) equal to all unreimbursed L/C Disbursements made in respect of CL Letters of Credit not yet founded by application of Credit-Linked Deposits as contemplated by Section 2.05(e) and deposit same in a new separate account maintained with the Administrative Agent (each a “CL Reserve Account” and together with the RF Reserve Account, the “Reserve Accounts”) or accounts for such Lender. The Administrative Agent shall deposit in each Lender’s RF Reserve Account or CL Reserve Account, as the case may be, such Lender’s CAM Percentage of the amounts received from the Revolving Facility Lenders or the Credit-Linked Deposit Account, as the case may be, as provided above. The Administrative Agent shall have sole dominion and control over each Reserve Account, and the amounts deposited in each Reserve Account shall be held in such Reserve Account until withdrawn as provided in paragraph (b), (c), (d) or (e) below. The Administrative Agent shall maintain records enabling it to determine the amounts paid over to it and deposited in the Reserve Accounts in respect of each Letter of Credit and the amounts on deposit in respect of each Letter of Credit attributable to each Lender’s CAM Percentage. The amounts held in each Lender’s RF Reserve Account or CL Reserve Account, as the case may be, shall be held as a reserve against the Revolving L/C Exposures or CL L/C LC Exposures, as the case may be, shall be the property of such Lender, shall not constitute Loans to or give rise to any claim of or against any Loan Party Borrower and shall not give rise to any obligation on the part of any the U.S. Borrower to pay interest to such Lender, it being agreed that the reimbursement obligations in respect of Letters of Credit shall arise only at such times as drawings are made thereunder, as provided in Section 2.052.06.

Letters of Credit. (a) In the event that on the CAM Exchange Termination Date any RF Letter of Credit shall be outstanding and undrawn in whole or in part, or any amount drawn under any such Letter of Credit shall not have been reimbursed by the applicable Borrower or with the proceeds of a Revolving Loan, each Revolving Facility Lender having, on such date and prior to giving effect to the CAM Exchange, Letter of Credit Outstandings with respect to such Letter of Credit shall promptly pay over to the Administrative Agent, in immediately available funds, in the case of any undrawn amount, and in Dollars, in the case of any unreimbursed amount, an amount in Dollars equal to such Lender’s Revolving Facility Applicable Percentage of such undrawn face amountamount or (to the extent it has not already done so) such unreimbursed drawing, as the case may be, together with interest thereon from the CAM Exchange Termination Date to the date on which such amount shall be paid to the Administrative Agent at the rate that would be applicable at the time to an ABR Revolving Loan in a principal amount equal to such undrawn face amount or unreimbursed drawing, as applicableamount. The Administrative Agent shall establish a separate account or accounts for each Lender (each, an “RF LC Reserve Account”) or accounts for each Lender for the amounts received with respect to each such RF Letter of Credit pursuant to the preceding sentence. On the CAM Exchange Date, the Administrative Agent shall request the Deposit Bank to withdraw all amounts remaining in the Credit-Linked Deposit Account (after giving effect to withdrawals therefrom made pursuant to Section 2.08(d)) less the aggregate amount (if any) equal to all unreimbursed L/C Disbursements made in respect of CL Letters of Credit not yet founded by application of Credit-Linked Deposits as contemplated by Section 2.05(e) and deposit same in a new separate account maintained with the Administrative Agent (each a “CL Reserve Account” and together with the RF Reserve Account, the “Reserve Accounts”) or accounts for such Lender. The Administrative Agent shall deposit in each Lender’s RF LC Reserve Account or CL Reserve Account, as the case may be, such Lender’s CAM Percentage of the amounts received from the Revolving Facility Lenders or the Credit-Linked Deposit Account, as the case may be, as provided above. The Administrative Agent shall have sole dominion and control over each LC Reserve Account, and the amounts deposited in each LC Reserve Account shall be held in such LC Reserve Account until withdrawn as provided in paragraph (b), (c), (d) or (e) below. The Administrative Agent shall maintain records enabling it to determine the amounts paid over to it and deposited in the LC Reserve Accounts in respect of each Letter of Credit and the amounts on deposit in respect of each Letter of Credit attributable to each Lender’s CAM Percentage. The amounts held in each Lender’s RF LC Reserve Account or CL Reserve Account, as the case may be, shall be held as a reserve against the Revolving L/C Exposures or CL L/C Exposures, as the case may beoutstanding Letter of Credit Outstandings, shall be the property of such Lender, shall not constitute Loans to or give rise to any claim of or against any Loan Party and shall not give rise to any obligation on the part of any either Borrower to pay interest to such Lender, it being agreed that the reimbursement obligations in respect of Letters of Credit shall arise only at such times as drawings are made thereunder, as provided in Section 2.05ARTICLE 2.

Letters of Credit. (a) In the event that on the CAM Exchange Date any RF Letter of Credit shall be outstanding and undrawn in whole or in part, or any amount drawn under a Letter of Credit shall not have been reimbursed either by Borrowers or with the proceeds of a Revolving Loan, each Multicurrency Revolving Facility Lender with respect to Multicurrency Letters of Credit and each Dollar Revolving Lender with respect to each Dollar Letter of Credit shall promptly pay over to the Administrative Agent, in immediately available fundsfunds in the same currency as such Letter of Credit, as the case may be, in the case of any undrawn amount, and in Dollars, in the case of any unreimbursed amount, an amount in Dollars equal to such Multicurrency Revolving Lender’s or Multicurrency Revolving Facility Percentage Lender’s applicable Pro Rata Share of such undrawn face amountamount or (to the extent it has not already done so) such unreimbursed drawing, as the case may be, together with interest thereon from the CAM Exchange Date to the date on which such amount shall be paid to the Administrative Agent at the rate that would be applicable at the time to an ABR a Base Rate Revolving Loan in a principal amount equal to such undrawn face amount or unreimbursed drawing, as applicableamount. The Administrative Agent shall establish a separate interest bearing account or accounts for each Lender (each, an “RF LC Reserve Account”) or accounts for each Lender for the amounts received with respect to each such RF Letter of Credit pursuant to the preceding sentence. On the CAM Exchange Date, the Administrative Agent shall request the Deposit Bank to withdraw all amounts remaining in the Credit-Linked Deposit Account (after giving effect to withdrawals therefrom made pursuant to Section 2.08(d)) less the aggregate amount (if any) equal to all unreimbursed L/C Disbursements made in respect of CL Letters of Credit not yet founded by application of Credit-Linked Deposits as contemplated by Section 2.05(e) and deposit same in a new separate account maintained with the Administrative Agent (each a “CL Reserve Account” and together with the RF Reserve Account, the “Reserve Accounts”) or accounts for such Lender. The Administrative Agent shall deposit in each Lender’s RF LC Reserve Account or CL Reserve Account, as the case may be, such Lender’s CAM Percentage of the amounts received from the Revolving Facility Lenders or and the Credit-Linked Deposit Account, as the case may be, Multicurrency Revolving Lenders as provided above. The Administrative Agent shall have sole dominion and control over each LC Reserve Account, and the amounts deposited in each LC Reserve Account shall be held in such LC Reserve Account until withdrawn as provided in paragraph (b), (c), (d) or (e) below. The Administrative Agent shall maintain records enabling it to determine the amounts paid over to it and deposited in the LC Reserve Accounts in respect of each Letter of Credit and the amounts on deposit and shall establish a sub-account within each Lender’s LC Reserve Account in respect of each Letter of Credit attributable to each Lender’s CAM Percentage. The amounts held in each Lender’s RF LC Reserve Account or CL Reserve Account, as the case may be, shall be held as a reserve against the Revolving L/C Exposures or CL L/C Exposures, as the case may beoutstanding LC Obligations, shall be the property of such Lender, shall not constitute Loans to or give rise to any claim of or against any Loan Party and shall not give rise to any obligation on the part of any Borrower to pay interest to such Lender, it being agreed that the reimbursement obligations in respect of Letters of Credit shall arise only at such times as drawings are made thereunder, as provided in Section 2.052.10.

Letters of Credit. (a) In the event that on the CAM Exchange Date Date, any RF Letter of Credit shall be outstanding and undrawn in whole or in part, or any amount drawn under a Letter of Credit shall not have been reimbursed (an “Unpaid Drawing”), each Revolving Facility Lender shall in respect of Unpaid Drawings on Letters of Credit shall, before giving effect to the CAM Exchange, promptly pay over to the Administrative Agent, in immediately available fundsfunds and in the currency that such Letters of Credit are denominated, an amount in Dollars equal to such Lender’s Revolving Facility Percentage (as notified to such Lender by the Administrative Agent), of such Letter of Credit’s undrawn face amountamount or (to the extent it has not already done so) such Letter of Credit’s Unpaid Drawing, as the case may be, together with interest thereon from the CAM Exchange Date to the date on which such amount shall be paid to the Administrative Agent at the rate that would be applicable at the time to a Revolving Loan that is an ABR Revolving Loan in a principal amount equal to such undrawn face amount or unreimbursed drawing, as applicableamount. The Administrative Agent shall establish a separate account or accounts for each Lender (each, an “RF L/C Reserve Account”) or accounts for each Lender for the amounts received with respect to each such RF Letter of Credit pursuant to the preceding sentence. On the CAM Exchange Date, the Administrative Agent shall request the Deposit Bank to withdraw all amounts remaining in the Credit-Linked Deposit Account (after giving effect to withdrawals therefrom made pursuant to Section 2.08(d)) less the aggregate amount (if any) equal to all unreimbursed L/C Disbursements made in respect of CL Letters of Credit not yet founded by application of Credit-Linked Deposits as contemplated by Section 2.05(e) and deposit same in a new separate account maintained with the Administrative Agent (each a “CL Reserve Account” and together with the RF Reserve Account, the “Reserve Accounts”) or accounts for such Lender. The Administrative Agent shall deposit in each Lender’s RF L/C Reserve Account or CL Reserve Account, as the case may be, such Lender’s CAM Percentage of the amounts received from the Revolving Facility Lenders or the Credit-Linked Deposit Account, as the case may be, as provided above. The Administrative Agent shall have sole dominion and control over each L/C Reserve Account, and the amounts deposited in each L/C Reserve Account shall be held in such L/C Reserve Account until withdrawn as provided in paragraph (b), (c), (d) or (e) below. The Administrative Agent shall maintain records enabling it to determine the amounts paid over to it and deposited in the L/C Reserve Accounts in respect of each Letter of Credit and the amounts on deposit in respect of each Letter of Credit attributable to each Lender’s CAM Percentage. The amounts held in each Lender’s RF L/C Reserve Account or CL Reserve Account, as the case may be, shall be held as a reserve against the Revolving L/C Exposures or CL L/C Exposures, as the case may beLC Exposure, shall be the property of such Lender, shall not constitute Loans to or give rise to any claim of or against any Loan Party and shall not give rise to any obligation on the part of any Borrower to pay interest to such Lender, it being agreed that the reimbursement obligations in respect of Letters of Credit shall arise only at such times as drawings are made thereunder, as provided in Section 2.053.

Letters of Credit. (a) In the event that on the CAM DAM Exchange Date any RF Letter of Credit shall be outstanding and undrawn in whole or in part, or any amount drawn under a Letter of Credit shall not have been reimbursed either by the Borrower or any Foreign Borrower or with the proceeds of a Revolving Credit Loan, each Revolving Facility Credit Lender before giving effect to the DAM Exchange, promptly shall promptly pay over to the Administrative Agent, in immediately available fundsfunds in the same currency as such Dollar Letter of Credit or Multicurrency Letter of Credit in the case of any undrawn amount, and in Dollars, in the case of any unreimbursed amount, an amount in Dollars equal to such Revolving Credit Lender’s Revolving Facility Percentage applicable pro rata portion of such undrawn face amountamount or (to the extent it has not already done so) such unreimbursed drawing, as the case may be, together with interest thereon from the CAM DAM Exchange Date to the date on which such amount shall be paid to the Administrative Agent at the rate that would be applicable at the time to an ABR Revolving Loan a Base Rate Credit Loan, in a principal amount equal to such undrawn face amount or unreimbursed drawing, as applicableamount. The Administrative Agent shall establish a separate interest bearing account or accounts for each Lender (each, an “RF L/C Reserve Account”) or accounts for each Lender for the amounts received with respect to each such RF Letter of Credit pursuant to the preceding sentence. On the CAM Exchange Date, the Administrative Agent shall request the Deposit Bank to withdraw all amounts remaining in the Credit-Linked Deposit Account (after giving effect to withdrawals therefrom made pursuant to Section 2.08(d)) less the aggregate amount (if any) equal to all unreimbursed L/C Disbursements made in respect of CL Letters of Credit not yet founded by application of Credit-Linked Deposits as contemplated by Section 2.05(e) and deposit same in a new separate account maintained with the Administrative Agent (each a “CL Reserve Account” and together with the RF Reserve Account, the “Reserve Accounts”) or accounts for such Lender. The Administrative Agent shall deposit in each Lender’s RF L/C Reserve Account or CL Reserve Account, as the case may be, such Lender’s CAM DAM Percentage of the amounts received from the Revolving Facility Credit Lenders or the Credit-Linked Deposit Account, as the case may be, as provided above. The Administrative Agent shall have sole dominion and control over each L/C Reserve Account, and the amounts deposited in each L/C Reserve Account shall be held in such L/C Reserve Account until withdrawn as provided in paragraph (b), (c), (d) or (e) below. The Administrative Agent shall maintain records enabling it to determine the amounts paid over to it and deposited in the L/C Reserve Accounts in respect of each Letter of Credit and the amounts on deposit in respect of each Letter of Credit attributable to each Lender’s CAM DAM Percentage. The amounts held in each Lender’s RF L/C Reserve Account or CL Reserve Account, as the case may be, shall be held as a reserve against the Revolving outstanding L/C Exposures or CL L/C Exposures, as the case may beObligations, shall be the property of such Lender, shall not constitute Loans to or give rise to any claim of or against any Loan Party or any Foreign Borrower and shall not give rise to any obligation on the part of the Borrower or any Foreign Borrower to pay interest to such Lender, it being agreed that the reimbursement obligations Reimbursement Obligations in respect of Letters of Credit shall arise only at such times as drawings are made thereunder, as provided in Section 2.05.Sections 3A, 3B, and 3C.

Letters of Credit. (a) In the event that on the CAM Exchange Date any RF Letter of Credit shall be outstanding and undrawn in whole or in part, or any amount drawn under a Letter of Credit shall not have been reimbursed either by Borrowers or with the proceeds of a Multicurrency Revolving Loan, each Multicurrency Revolving Facility Lender shall promptly pay over to the Administrative Agent, in immediately available fundsfunds in the same currency as such Letter of Credit, in the case of any undrawn amount, and in Dollars, in the case of any unreimbursed amount, an amount in Dollars equal to such Multicurrency Revolving Lender’s Revolving Facility Percentage Multicurrency Revolver Pro Rata Share of such undrawn face amountamount or (to the extent it has not already done so) such unreimbursed drawing, as the case may be, together with interest thereon from the CAM Exchange Date to the date on which such amount shall be paid to the Administrative Agent at the rate that would be applicable at the time to an ABR a Base Rate Multicurrency Revolving Loan Loan, in a principal amount equal to such undrawn face amount or unreimbursed drawing, as applicableamount. The Administrative Agent shall establish a separate interest bearing account or accounts for each Lender (each, an “RF LC Reserve Account”) or accounts for each Lender for the amounts received with respect to each such RF Letter of Credit pursuant to the preceding sentence. On the CAM Exchange Date, the Administrative Agent shall request the Deposit Bank to withdraw all amounts remaining in the Credit-Linked Deposit Account (after giving effect to withdrawals therefrom made pursuant to Section 2.08(d)) less the aggregate amount (if any) equal to all unreimbursed L/C Disbursements made in respect of CL Letters of Credit not yet founded by application of Credit-Linked Deposits as contemplated by Section 2.05(e) and deposit same in a new separate account maintained with the Administrative Agent (each a “CL Reserve Account” and together with the RF Reserve Account, the “Reserve Accounts”) or accounts for such Lender. The Administrative Agent shall deposit in each Lender’s RF LC Reserve Account or CL Reserve Account, as the case may be, such Lender’s CAM Percentage of the amounts received from the Multicurrency Revolving Facility Lenders or the Credit-Linked Deposit Account, as the case may be, as provided above. The Administrative Agent shall have sole dominion and control over each LC Reserve Account, and the amounts deposited in each LC Reserve Account shall be held in such LC Reserve Account until withdrawn as provided in paragraph (b), (c), (d) or (e) below. The Administrative Agent shall maintain records enabling it to determine the amounts paid over to it and deposited in the LC Reserve Accounts in respect of each Letter of Credit and the amounts on deposit in respect of each Letter of Credit attributable to each Lender’s CAM Percentage. The amounts held in each Lender’s RF LC Reserve Account or CL Reserve Account, as the case may be, shall be held as a reserve against the Revolving L/C Exposures or CL L/C Exposures, as the case may beoutstanding LC Obligations, shall be the property of such Lender, shall not constitute Loans to or give rise to any claim of or against any Loan Credit Party and shall not give rise to any obligation on the part of any Borrower to pay interest to such Lender, it being agreed that the reimbursement obligations in respect of Letters of Credit shall arise only at such times as drawings are made thereunder, as provided in Section 2.052.10.

Letters of Credit. (a) In the event that on the CAM Exchange Date any RF Letter of Credit shall be outstanding and undrawn in whole or in part, or any LC Disbursement shall not have been reimbursed either by the U.S. Borrower or with the proceeds of a Borrowing, each Revolving Facility Lender shall promptly pay over to the Administrative Agent, in immediately available funds, an amount in Dollars equal to such Lender’s Revolving Facility CAM Percentage of such undrawn face amountamount or (to the extent it has not already done so) such unreimbursed drawing, as applicable, together with interest thereon from the CAM Exchange Date to the date on which such amount shall be paid to the Administrative Agent at the rate that would be applicable at the time to an ABR Revolving Loan in a principal amount equal to such undrawn face amount or unreimbursed drawing, as applicable. The Administrative Agent shall establish a separate account (each, an a “RF Reserve Account”) or accounts for each Lender for the amounts received with respect to each such RF Letter of Credit pursuant to the preceding sentence. On the CAM Exchange Date, the Administrative Agent shall request the Deposit Bank to withdraw all amounts remaining in the Credit-Linked Deposit Account (after giving effect to withdrawals therefrom made pursuant to Section 2.08(d)) less the aggregate amount (if any) equal to all unreimbursed L/C Disbursements made in respect of CL Letters of Credit not yet founded by application of Credit-Linked Deposits as contemplated by Section 2.05(e) and deposit same in a new separate account maintained with the Administrative Agent (each a “CL Reserve Account” and together with the RF Reserve Account, the “Reserve Accounts”) or accounts for such Lender. The Administrative Agent shall deposit in each Lender’s RF Reserve Account or CL Reserve Account, as the case may be, such Lender’s CAM Percentage of the amounts received from the Revolving Facility Lenders or the Credit-Linked Deposit Account, as the case may be, as provided above. The Administrative Agent shall have sole dominion and control over each Reserve Account, and the amounts deposited in each Reserve Account shall be held in such Reserve Account until withdrawn as provided in paragraph (b), (c), (d) or (e) below. The Administrative Agent shall maintain records enabling it to determine the amounts paid over to it and deposited in the Reserve Accounts in respect of each Letter of Credit and the amounts on deposit in respect of each Letter of Credit attributable to each Lender’s CAM Percentage. The amounts held in each Lender’s RF Reserve Account or CL Reserve Account, as the case may be, shall be held as a reserve against the Revolving L/C Exposures or CL L/C LC Exposures, as the case may be, shall be the property of such Lender, shall not constitute Loans to or give rise to any claim of or against any Loan Party Borrower and shall not give rise to any obligation on the part of any the U.S. Borrower to pay interest to such Lender, it being agreed that the reimbursement obligations in respect of Letters of Credit shall arise only at such times as drawings are made thereunder, as provided in Section 2.052.06.

Letters of Credit. (a) In the event that on the CAM Exchange Date any RF Letter of Credit LC Exposure shall be outstanding and undrawn in whole or in partoutstanding, each US Tranche Revolving Facility Lender shall promptly pay over to the US Administrative Agent, in immediately available funds, an amount in US Dollars equal to such US Tranche Revolving Lender’s Revolving Facility US Tranche Percentage of such undrawn face amountLC Exposure (or, in the case of any Offshore Currency Letter of Credit, the US Dollar Equivalent of such LC Exposure) together with interest thereon from the CAM Exchange Date to the date on which such amount shall be paid to the US Administrative Agent at the rate that would be applicable at the time to an ABR Revolving a US Dollar Base Rate Loan in a principal amount Principal Amount equal to such undrawn face amount or unreimbursed drawing, as applicableUS Lender’s US Tranche Percentage of the LC Exposure. The US Administrative Agent shall establish a separate account (each, an a “RF Reserve Account”) or accounts for each Lender for the amounts received with respect to each such RF Letter of Credit pursuant to the preceding sentence. On the CAM Exchange Date, the Administrative Agent shall request the Deposit Bank to withdraw all amounts remaining in the Credit-Linked Deposit Account (after giving effect to withdrawals therefrom made pursuant to Section 2.08(d)) less the aggregate amount (if any) equal to all unreimbursed L/C Disbursements made in respect of CL Letters of Credit not yet founded by application of Credit-Linked Deposits as contemplated by Section 2.05(e) and deposit same in a new separate account maintained with the Administrative Agent (each a “CL Reserve Account” and together with the RF Reserve Account, the “Reserve Accounts”) or accounts for such Lender. The Administrative Agent shall deposit in each Lender’s RF Reserve Account or CL Reserve Account, as the case may be, such Lender’s CAM Percentage of the amounts received from the Revolving Facility Lenders or the Credit-Linked Deposit Account, as the case may be, as provided above. The US Administrative Agent shall have sole dominion and control over each Reserve Account, and the amounts deposited in each Reserve Account shall be held in such Reserve Account until withdrawn as provided in paragraph (b), (c), (d) or (e) below. The US Administrative Agent shall maintain records enabling it to determine the amounts paid over to it and deposited in the Reserve Accounts in respect of each Letter of Credit and the amounts on deposit in respect of each Letter letter of Credit attributable to each Lender’s CAM Percentage. The amounts held in each Lender’s RF Reserve Account or CL Reserve Account, as the case may be, shall be held as a reserve against the Revolving L/C Exposures or CL L/C Exposures, as the case may beLC Exposure, shall be the property of such Lender, shall not constitute Loans to or give rise to any claim of or against any Loan Party Borrower and shall not give rise to any obligation on the part of any Borrower the Borrowers to pay interest to such Lender, it being agreed that the reimbursement obligations in respect of Letters of Credit shall arise only at such times as drawings are made thereunder, as provided in Section 2.052.10.

Letters of Credit. (a) In the event that on the CAM Exchange Date any RF Letter of Credit shall be outstanding and undrawn in whole or in part, or any amount drawn under a Letter of Credit shall not have been reimbursed by Lower Lakes (each Revolving Facility such amount so paid until reimbursed, an "Unpaid Drawing"), each Lender shall in respect of Unpaid Drawings on Letters of Credit shall, before giving effect to the CAM Exchange, promptly pay over to the Administrative Agent, in immediately available fundsfunds and in the currency that such Letters of Credit are denominated, an amount in Dollars equal to such Lender’s 's Revolving Facility Percentage Loan Commitment percentage (as notified to such Lender by the Agent), of such Letter of Credit's undrawn face amountamount or (to the extent it has not already done so) such Letter of Credit's Unpaid Drawing, as the case may be, together with interest thereon from the CAM Exchange Date to the date on which such amount shall be paid to the Administrative Agent at the rate that would be applicable at the time to an ABR a US Revolving Loan that is a US Base Rate Loan in a principal amount equal to such undrawn face amount or unreimbursed drawingamount, as applicablethe case may be. The Administrative Agent shall establish a separate account (each, an “RF Reserve Account”) or accounts for each Lender (each, an "L/C Reserve Account") for the amounts received with respect to each such RF Letter of Credit pursuant to the preceding sentence. On the CAM Exchange Date, the Administrative Agent shall request the Deposit Bank to withdraw all amounts remaining in the Credit-Linked Deposit Account (after giving effect to withdrawals therefrom made pursuant to Section 2.08(d)) less the aggregate amount (if any) equal to all unreimbursed L/C Disbursements made in respect of CL Letters of Credit not yet founded by application of Credit-Linked Deposits as contemplated by Section 2.05(e) and deposit same in a new separate account maintained with the Administrative Agent (each a “CL Reserve Account” and together with the RF Reserve Account, the “Reserve Accounts”) or accounts for such Lender. The Administrative Agent shall deposit in each Lender’s RF 's L/C Reserve Account or CL Reserve Account, as the case may be, such Lender’s 's CAM Percentage of the amounts received from the Revolving Facility Lenders or the Credit-Linked Deposit Account, as the case may be, as provided above. The Administrative Agent shall have sole dominion and control over each L/C Reserve Account, and the amounts deposited in each L/C Reserve Account shall be held in such L/C Reserve Account until withdrawn as provided in paragraph (b), (c), (d) or (e) below. The Administrative Agent shall maintain records enabling it to determine the amounts paid over to it and deposited in the L/C Reserve Accounts in respect of each Letter of Credit and the amounts on deposit in respect of each Letter of Credit attributable to each Lender’s 's CAM Percentage. The amounts held in each Lender’s RF 's L/C Reserve Account or CL Reserve Account, as the case may be, shall be held as a reserve against the Revolving L/C Exposures or CL L/C Exposures, as the case may beLetter of Credit Obligations, shall be the property of such Lender, shall not constitute Loans to or give rise to any claim of or against any Loan Credit Party and shall not give rise to any obligation on the part of any Borrower the Borrowers to pay interest to such Lender, it being agreed that the reimbursement obligations in respect of Letters of Credit shall arise only at such times as drawings are made thereunder, as provided in Section 2.05.Annex B.

Letters of Credit. (a) In the event that on the CAM Exchange Date any RF Revolving Letter of Credit shall be outstanding and undrawn in whole or in part, or any amount drawn under a Revolving Letter of Credit shall not have been reimbursed either by the Parent Borrower or any Foreign Subsidiary Borrower, as the case may be, or with the proceeds of a Revolving Loan, each Class A Revolving Facility Lender shall promptly pay over to the Administrative Agent, in immediately available fundsfunds and in the currency that such Letters of Credit are denominated, an amount in Dollars equal to such Class A Revolving Lender’s Class A Revolving Facility Applicable Percentage (as notified to such Lender by the Administrative Agent) of such Letter of Credit’s undrawn face amountamount or (to the extent it has not already done so) such Letter of Credit’s unreimbursed drawing, together with interest thereon from the CAM Exchange Date to the date on which such amount shall be paid to the Administrative Agent at the rate that would be applicable at the time to an ABR Class A Revolving Loan in a principal amount equal to such undrawn face amount or unreimbursed drawingamount, as applicablethe case may be. The Administrative Agent shall establish a separate account or accounts for each Class A Revolving Lender (each, an “RF LC Reserve Account”) or accounts for each Lender for the amounts received with respect to each such RF Letter of Credit pursuant to the preceding sentence. On the CAM Exchange Date, the Administrative Agent shall request the Deposit Bank to withdraw all amounts remaining in the Credit-Linked Deposit Account (after giving effect to withdrawals therefrom made pursuant to Section 2.08(d)) less the aggregate amount (if any) equal to all unreimbursed L/C Disbursements made in respect of CL Letters of Credit not yet founded by application of Credit-Linked Deposits as contemplated by Section 2.05(e) and deposit same in a new separate account maintained with the Administrative Agent (each a “CL Reserve Account” and together with the RF Reserve Account, the “Reserve Accounts”) or accounts for such Lender. The Administrative Agent shall deposit in each Class A Revolving Lender’s RF LC Reserve Account or CL Reserve Account, as the case may be, such Lender’s CAM Percentage of the amounts received from the Class A Revolving Facility Lenders or the Credit-Linked Deposit Account, as the case may be, as provided above. The Administrative Agent shall have sole dominion and control over each LC Reserve Account, and the amounts deposited in each LC Reserve Account shall be held in such LC Reserve Account until withdrawn as provided in paragraph (b), (c), (d) or (e) below. The Administrative Agent shall maintain records enabling it to determine the amounts paid over to it and deposited in the LC Reserve Accounts in respect of each Revolving Letter of Credit and the amounts on deposit in respect of each Revolving Letter of Credit attributable to each Lender’s CAM Percentage. The amounts held in each Lender’s RF LC Reserve Account or CL Reserve Account, as the case may be, shall be held as a reserve against the Revolving L/C Exposures or CL L/C Exposures, as the case may beLC Exposure, shall be the property of such Lender, shall not constitute Loans to or give rise to any claim of or against any Loan Party and shall not give rise to any obligation on the part of any the Parent Borrower or the Foreign Subsidiary Borrowers to pay interest to such Lender, it being agreed that the reimbursement obligations in respect of Revolving Letters of Credit shall arise only at such times as drawings are made thereunder, as provided in Section 2.05.

Letters of Credit. (a) In the event that on the CAM Exchange Date any RF Letter of Credit under a Tranche shall be outstanding and undrawn in whole or in part, or any L/C Disbursement under a Tranche shall not have been reimbursed by the applicable Borrower or with the proceeds of a Revolving Borrowing or Swingline Borrowing, each Revolving Facility Lender under such Tranche shall promptly pay over to the Administrative Agent, in immediately available funds, an amount in U.S. Dollars equal to such Lender’s Revolving Facility Tranche Percentage of such undrawn face amountamount or (to the extent it has not already done so) such unreimbursed drawing, as applicable, together with interest thereon from the CAM Exchange Date to the date on which such amount shall be paid to the Administrative Agent at the rate that would be applicable at the time to an ABR Revolving Loan in a principal amount equal to such undrawn face amount or unreimbursed drawing, as applicable. The Administrative Agent shall establish a separate account (each, an a “RF Reserve Account”) or accounts for each Lender for the amounts received with respect to each such RF Letter of Credit pursuant to the preceding sentence. On the CAM Exchange Date, the Administrative Agent shall request the Deposit Bank to withdraw all amounts remaining in the Credit-Linked Deposit Account (after giving effect to withdrawals therefrom made pursuant to Section 2.08(d)) less the aggregate amount (if any) equal to all unreimbursed L/C Disbursements made in respect of CL Letters of Credit not yet founded by application of Credit-Linked Deposits as contemplated by Section 2.05(e) and deposit same in a new separate account maintained with the Administrative Agent (each a “CL Reserve Account” and together with the RF Reserve Account, the “Reserve Accounts”) or accounts for such Lender. The Administrative Agent shall deposit in each Lender’s RF Reserve Account or CL Reserve Account, as the case may be, such Lender’s CAM Percentage of the amounts received from the Revolving Facility Lenders or the Credit-Linked Deposit Account, as the case may be, as provided above. For the purposes of this paragraph, the U.S. Dollar Equivalent of each Lender’s participation in each Letter of Credit denominated in an Alternative Currency shall be the amount in U.S. Dollars determined by the Administrative Agent to be required in order for the Administrative Agent to purchase currency in the applicable Alternative Currency in an amount sufficient to enable it to deposit the actual amount of such participation in such undrawn Letter of Credit in the applicable Alternative Currency in such Lender’s Reserve Account. The Administrative Agent shall have sole dominion and control over each Reserve Account, and the amounts deposited in each Reserve Account shall be held in such Reserve Account until withdrawn as provided in paragraph (b), (c), (d) or (e) below. The Administrative Agent shall maintain records enabling it to determine the amounts paid over to it and deposited in the Reserve Accounts in respect of each Letter of Credit and the amounts on deposit in respect of each Letter of Credit attributable to each Lender’s CAM Percentage. The amounts held in each Lender’s RF Reserve Account or CL Reserve Account, as the case may be, shall be held as a reserve against the Revolving L/C Exposures or CL L/C Exposures, as the case may beExposure, shall be the property of such Lender, shall not constitute Loans to or give rise to any claim of or against any Loan Party and shall not give rise to any obligation on the 202 part of any Borrower Loan Party to pay interest to such LenderLender or any other obligation of any Loan Party, it being agreed that the reimbursement obligations in respect of Letters of Credit shall arise only at such times as drawings are made thereunder, as provided in Section 2.05.

Letters of Credit. (a) In the event that on the CAM Exchange Date any RF Letter of Credit shall be outstanding and undrawn in whole or in part, or any amount drawn under a Letter of Credit shall not have been reimbursed by any Borrower or with the proceeds of a Revolving Loan, each Revolving Facility Lender shall promptly pay over to the Administrative Agent, in immediately available fundsfunds and in dollars, an amount in Dollars equal to such Revolving Lender’s Revolving Facility Applicable Percentage (as notified to such Lender by the Administrative Agent) of such Letter of Credit’s undrawn face amountamount (or, in the case of any Letter of Credit denominated in a currency other than dollars, the Dollar Equivalent thereof) or (to the extent it has not already done so) such Letter of Credit’s unreimbursed drawing (or, in the case of any Letter of Credit denominated in a currency other than dollars, the Dollar Equivalent thereof), together with interest thereon from the CAM Exchange Date to the date on which such amount shall be paid to the Administrative Agent at the rate that would be applicable at the time to an ABR Revolving Loan in a principal amount equal to such undrawn face amount or unreimbursed drawingamount, as applicablethe case may be. The Administrative Agent shall establish a separate account or accounts for each Revolving Lender (each, an “RF LC Reserve Account”) or accounts for each Lender for the amounts received with respect to each such RF Letter of Credit pursuant to the preceding sentence. On the CAM Exchange DateThe CREDIT AGREEMENT, the Administrative Agent shall request the Deposit Bank to withdraw all amounts remaining in the Credit-Linked Deposit Account (after giving effect to withdrawals therefrom made pursuant to Section 2.08(d)) less the aggregate amount (if any) equal to all unreimbursed L/C Disbursements made in respect of CL Letters of Credit not yet founded by application of Credit-Linked Deposits as contemplated by Section 2.05(e) and deposit same in a new separate account maintained with the Administrative Agent (each a “CL Reserve Account” and together with the RF Reserve Account, the “Reserve Accounts”) or accounts for such Lender. The Page 188 Administrative Agent shall deposit in each Revolving Lender’s RF LC Reserve Account or CL Reserve Account, as the case may be, such Lender’s CAM Percentage of the amounts received from the Revolving Facility Lenders or the Credit-Linked Deposit Account, as the case may be, as provided above. The Administrative Agent shall have sole dominion and control over each LC Reserve Account, and the amounts deposited in each LC Reserve Account shall be held in such LC Reserve Account until withdrawn as provided in paragraph (b), (c), (d) or (e) below. The Administrative Agent shall maintain records enabling it to determine the amounts paid over to it and deposited in the LC Reserve Accounts in respect of each Letter of Credit and the amounts on deposit in respect of each Letter of Credit attributable to each Lender’s CAM Percentage. The amounts held in each Lender’s RF LC Reserve Account or CL Reserve Account, as the case may be, shall be held as a reserve against the Revolving L/C Exposures or CL L/C Exposures, as the case may beLC Exposure, shall be the property of such Lender, shall not constitute Loans to or give rise to any claim of or against any Loan Party and shall not give rise to any obligation on the part of the Parent Borrower or any other Borrower to pay interest to such Lender, it being agreed that the reimbursement obligations in respect of Letters of Credit shall arise only at such times as drawings are made thereunder, as provided in Section 2.05.

Letters of Credit. (a) In Subject to the event that on terms and conditions hereof, Borrower and any wholly-owned Subsidiary may request the CAM Exchange Date any RF Agent to issue standby letters of credit for Borrower's account, each of which, upon the issuance thereof, will constitute a Letter of Credit Advance. Any letter of credit issued pursuant to the Line of Credit shall have a term, not including renewals, not exceeding the earlier of one year or the Line of Credit Maturity. The Line of Credit shall be reduced by the face amount of each letter of credit issued by Agent hereunder until the earlier of the expiration or termination thereof and payment by Borrower to Agent of its reimbursement obligation hereunder with respect thereto. At such time as a draw is made upon a letter of credit issued hereunder, the amount of such draw will be deemed drawn under the Notes and immediately will begin to bear interest thereunder. Borrower will pay to Agent for the Banks a fee of one percent (1%) per annum of the face amount of any newly issued or renewed letter of credit at the time of issuance or renewal of such letter of credit. Such fee is nonrefundable and Borrower shall not be entitled to any rebate of any portion thereof if such letter of credit does not remain outstanding through its stated expiry date or for any other reason. Nothing in this Agreement shall be construed to require or authorize any Bank to issue any letter of credit, it being recognized that Agent has the sole obligation under this Agreement (subject to the terms and undrawn in whole or in partconditions of this Agreement) to issue letters of credit on behalf of the Banks. Upon such issuance by Agent, each Revolving Facility Lender Bank shall promptly pay over automatically acquire a pro rata risk participation interest in such Letter of Credit Advance based on its respective commitment. If Agent shall honor a draft or other demand for payment presented or made under any letter of credit, Agent shall provide notice thereof to each Bank on the Administrative Agentdate such draft or demand is honored unless Borrower shall have satisfied its reimbursement obligation by payment to Agent on such date. Each Bank, on such date, shall make its pro rata share of the amount paid by Agent available in immediately available fundsfunds at the principal office of Agent for the account of Agent. If and to the extent such Bank shall not have made such pro rata portion available to Agent, an such Bank and the Borrower severally agree to pay to Agent forthwith on demand such amount in Dollars equal to such Lender’s Revolving Facility Percentage of such undrawn face amount, together with interest thereon thereon, for each day from the CAM Exchange Date date such amount was paid by Agent until such amount is so made available to Agent at a per annum rate equal to the date on which interest rate applicable during such amount shall be paid period to the Administrative Agent at the rate that would be applicable at the time to an ABR Revolving Loan in a principal amount equal to such undrawn face amount or unreimbursed drawing, as applicable. The Administrative Agent shall establish a separate account (each, an “RF Reserve Account”) or accounts for each Lender for the amounts received with respect to each such RF Letter of Credit pursuant to the preceding sentence. On the CAM Exchange Date, the Administrative Agent shall request the Deposit Bank to withdraw all amounts remaining in the Credit-Linked Deposit Account (after giving effect to withdrawals therefrom made pursuant to Section 2.08(d)) less the aggregate amount (if any) equal to all unreimbursed L/C Disbursements made related Advance disbursed hereunder in respect of CL Letters the reimbursement obligation of Borrower. If such Bank shall pay such amount to Agent together with such interest, such amount so paid shall constitute a Loan by such Bank as part of the Line of Credit not yet founded by application of Credit-Linked Deposits as contemplated by Section 2.05(e) and deposit same in a new separate account maintained with the Administrative Agent (each a “CL Reserve Account” and together with the RF Reserve Account, the “Reserve Accounts”) or accounts for such Lender. The Administrative Agent shall deposit in each Lender’s RF Reserve Account or CL Reserve Account, as the case may be, such Lender’s CAM Percentage of the amounts received from the Revolving Facility Lenders or the Credit-Linked Deposit Account, as the case may be, as provided above. The Administrative Agent shall have sole dominion and control over each Reserve Account, and the amounts deposited in each Reserve Account shall be held in such Reserve Account until withdrawn as provided in paragraph (b), (c), (d) or (e) below. The Administrative Agent shall maintain records enabling it to determine the amounts paid over to it and deposited in the Reserve Accounts Advance disbursed in respect of each Letter the reimbursement obligation of Credit and the amounts on deposit in respect of each Letter of Credit attributable to each Lender’s CAM PercentageBorrower. The amounts held in each Lender’s RF Reserve Account or CL Reserve Accountfailure of any Bank to make its pro rata portion of any such amount paid by Agent available to Agent shall not relieve any other Bank of its obligation to make available its pro rata portion of such amount, as the case may be, but no Bank shall be held as a reserve against the Revolving L/C Exposures or CL L/C Exposures, as the case may be, shall be the property of such Lender, shall not constitute Loans to or give rise to any claim of or against any Loan Party and shall not give rise to any obligation on the part responsible for failure of any Borrower other Bank to pay interest make such pro rata portion available to such Lender, it being agreed that the reimbursement obligations in respect of Letters of Credit shall arise only at such times as drawings are made thereunder, as provided in Section 2.05Agent.

Letters of Credit. (a) In the event that on the CAM ------------------ Exchange Date any RF Letter of Credit shall be outstanding and undrawn in whole or in part, or any amount drawn under a Letter of Credit shall not have been reimbursed by the applicable Borrower or with the proceeds of a Tranche A Revolving Borrowing, each Tranche A Revolving Facility Lender shall promptly pay over to the Administrative Agent, in immediately available funds, funds an amount in Dollars equal to such Tranche A Revolving Lender’s Revolving Facility 's Applicable Percentage (as notified to such Lender by the Administrative Agent) of such Letter of Credit's undrawn face amountamount or (to the extent it has not already done so) such Letter of Credit's unreimbursed drawing, together with interest thereon from the CAM Exchange Date to the date on which such amount shall be paid to the Administrative Agent at the rate that would be applicable at the time to an ABR Revolving Loan in a principal amount equal to such undrawn face amount or unreimbursed drawingamount, as applicablethe case may be. The Administrative Agent shall establish a separate account (each, an “RF Reserve Account”) or accounts for each Lender (each, an "LC Reserve ---------- Account") for the amounts received with respect to each such RF Letter of Credit ------- pursuant to the preceding sentence. On the CAM Exchange Date, the Administrative Agent shall request the Deposit Bank to withdraw all amounts remaining in the Credit-Linked Deposit Account (after giving effect to withdrawals therefrom made pursuant to Section 2.08(d)) less the aggregate amount (if any) equal to all unreimbursed L/C Disbursements made in respect of CL Letters of Credit not yet founded by application of Credit-Linked Deposits as contemplated by Section 2.05(e) and deposit same in a new separate account maintained with the Administrative Agent (each a “CL Reserve Account” and together with the RF Reserve Account, the “Reserve Accounts”) or accounts for such Lender. The Administrative Agent shall deposit in each Lender’s RF 's LC Reserve Account or CL Reserve Account, as the case may be, such Lender’s 's CAM Percentage of the amounts received from the Tranche A Revolving Facility Lenders or the Credit-Linked Deposit Account, as the case may be, as provided above. The Administrative Agent shall have sole dominion and control over each LC Reserve Account, and the amounts deposited in each LC Reserve Account shall be held in such LC Reserve Account until withdrawn as provided in paragraph (b), (c), (d) or (e) below. The Administrative Agent shall maintain records enabling it to determine the amounts paid over to it and deposited in the LC Reserve Accounts in respect of each Letter of Credit and the amounts on deposit in respect of each Letter of Credit attributable to each Lender’s 's CAM Percentage. The amounts held in each Lender’s RF 's LC Reserve Account or CL Reserve Account, as the case may be, shall be held as a reserve against the Revolving L/C Exposures or CL L/C Exposures, as the case may beLC Exposure, shall be the property of such Lender, shall not constitute Loans to or give rise to any claim of or against any Loan Party and shall not give rise to any obligation on the part of any the Parent Borrower or the Netherlands Borrower to pay interest to such Lender, it being agreed that the reimbursement obligations in respect of Letters of Credit shall arise only at such times as drawings are made thereunder, as provided in Section 2.05.

Letters of Credit. (a) In the event that on the CAM Exchange Date any RF Letter of Credit shall be outstanding and undrawn in whole or in part, or any amount drawn under a Letter of Credit shall not have been reimbursed either by the Borrowers or with the proceeds of a Revolving Borrowing, each Revolving Facility Lender which shall, on such date and before giving effect to the Exchange, have held a participation in such Letter of Credit pursuant to Section 2.05(d) shall promptly pay over to the Administrative Agent, in immediately available funds, an amount in Dollars equal to such Lender’s Revolving Facility 's Applicable Percentage of such undrawn face amountamount or such unreimbursed drawing, as the case may be, together with interest thereon from the CAM Exchange Date to the date on which such amount shall be paid to the Administrative Agent at the rate that would be applicable at the time to an ABR Revolving Loan in a principal amount equal to such undrawn face amount or unreimbursed drawing, as applicableamount. The Administrative Agent shall establish a separate account or accounts (each, an “RF "LC Reserve Account”") or accounts for each Lender for the amounts received with respect to each such RF Letter of Credit from each Revolving Lender paying such amounts pursuant to the preceding sentence. On the CAM Exchange Date, the Administrative Agent shall request the Deposit Bank to withdraw all amounts remaining in the Credit-Linked Deposit Account (after giving effect to withdrawals therefrom made pursuant to Section 2.08(d)) less the aggregate amount (if any) equal to all unreimbursed L/C Disbursements made in respect of CL Letters of Credit not yet founded by application of Credit-Linked Deposits as contemplated by Section 2.05(e) and deposit same in a new separate account maintained with the Administrative Agent (each a “CL Reserve Account” and together with the RF Reserve Account, the “Reserve Accounts”) or accounts for such Each Lender. The Administrative Agent shall deposit in each Lender’s RF 's LC Reserve Account or CL Reserve AccountAccounts, as collectively, shall initially include cash in an amount equal to the case may be, product of (x) such Lender’s CAM 's Exchange Percentage of and (y) the amounts total amount received from the Revolving Facility Lenders or pursuant to the Credit-Linked Deposit Account, as the case may be, as provided abovesecond preceding sentence. The Administrative Agent shall have sole dominion and control over each Reserve Accountsuch account, and the amounts deposited in each LC Reserve Account shall be held in such LC Reserve Account until withdrawn as provided in paragraph (b), (c), (d) or (e) below. The Administrative Agent shall maintain records enabling it to determine the amounts paid over to it and deposited in the LC Reserve Accounts in respect of to each Letter of Credit and the amounts on deposit in respect of each Letter of Credit attributable to each Lender’s CAM 's Exchange Percentage. The amounts held in each Lender’s RF Reserve Account or CL Reserve Account, as paid by a Lender to the case may be, Administrative Agent pursuant to this paragraph shall be held as a reserve against the Revolving L/C Exposures or CL L/C LC Exposures, as the case may be, shall be the property of the Lenders, to whose LC Reserve Accounts such Lenderamounts are credited, shall not constitute Loans to or give rise to any claim of or against any Loan Party Borrower and shall not give rise to any obligation on the part of any Borrower to pay interest to such Lender, it being agreed that the Borrowers' reimbursement obligations in respect of Letters of Credit shall arise only at such times as drawings are made thereunder, as provided in Section 2.05.

Letters of Credit. (a) In the event that on the CAM Exchange Date any RF Letter of Credit under a Tranche shall be outstanding and undrawn in whole or in part, or any L/C Disbursement under a Tranche shall not have been reimbursed by the applicable Borrower or with the proceeds of a Revolving Borrowing or Swingline Borrowing, each Revolving Facility Lender under such Tranche shall promptly pay over to the Administrative Agent, in immediately available funds, an amount in U.S. Dollars equal to such Lender’s Revolving Facility Tranche Percentage of such undrawn face amountamount or (to the extent it has not already done so) such unreimbursed drawing, as applicable, together with interest thereon from the CAM Exchange Date to the date on which such amount shall be paid to the Administrative Agent at the rate that would be applicable at the time to an ABR Revolving Loan in a principal amount equal to such undrawn face amount or unreimbursed drawing, as applicable. The Administrative Agent shall establish a separate account (each, an a “RF Reserve 197 Account”) or accounts for each Lender for the amounts received with respect to each such RF Letter of Credit pursuant to the preceding sentence. On the CAM Exchange Date, the Administrative Agent shall request the Deposit Bank to withdraw all amounts remaining in the Credit-Linked Deposit Account (after giving effect to withdrawals therefrom made pursuant to Section 2.08(d)) less the aggregate amount (if any) equal to all unreimbursed L/C Disbursements made in respect of CL Letters of Credit not yet founded by application of Credit-Linked Deposits as contemplated by Section 2.05(e) and deposit same in a new separate account maintained with the Administrative Agent (each a “CL Reserve Account” and together with the RF Reserve Account, the “Reserve Accounts”) or accounts for such Lender. The Administrative Agent shall deposit in each Lender’s RF Reserve Account or CL Reserve Account, as the case may be, such Lender’s CAM Percentage of the amounts received from the Revolving Facility Lenders or the Credit-Linked Deposit Account, as the case may be, as provided above. For the purposes of this paragraph, the U.S. Dollar Equivalent of each Lender’s participation in each Letter of Credit denominated in an Alternative Currency shall be the amount in U.S. Dollars determined by the Administrative Agent to be required in order for the Administrative Agent to purchase currency in the applicable Alternative Currency in an amount sufficient to enable it to deposit the actual amount of such participation in such undrawn Letter of Credit in the applicable Alternative Currency in such Lender’s Reserve Account. The Administrative Agent shall have sole dominion and control over each Reserve Account, and the amounts deposited in each Reserve Account shall be held in such Reserve Account until withdrawn as provided in paragraph (b), (c), (d) or (e) below. The Administrative Agent shall maintain records enabling it to determine the amounts paid over to it and deposited in the Reserve Accounts in respect of each Letter of Credit and the amounts on deposit in respect of each Letter of Credit attributable to each Lender’s CAM Percentage. The amounts held in each Lender’s RF Reserve Account or CL Reserve Account, as the case may be, shall be held as a reserve against the Revolving L/C Exposures or CL L/C Exposures, as the case may beExposure, shall be the property of such Lender, shall not constitute Loans to or give rise to any claim of or against any Loan Party and shall not give rise to any obligation on the part of any Borrower Loan Party to pay interest to such LenderLender or any other obligation of any Loan Party, it being agreed that the reimbursement obligations in respect of Letters of Credit shall arise only at such times as drawings are made thereunder, as provided in Section 2.05.

Letters of Credit. (ai) In the event that on the CAM Exchange Date any RF Letter of Credit shall be outstanding and undrawn in whole or in part, or any amount drawn under a Letter of Credit shall not have been reimbursed by the US Borrower (each Revolving Facility such amount so paid until reimbursed, an “Unpaid Drawing”), each Lender shall in respect of Unpaid Drawings on Letters of Credit shall, before giving effect to the CAM Exchange, promptly pay over to the Administrative Agent, in immediately available fundsfunds and in US Dollars, an amount in Dollars equal to such Lender’s Revolving Facility US Commitment Percentage (as notified to such Lender by the Agent), of such Letter of Credit’s undrawn face amountamount or (to the extent it has not already done so) such Letter of Credit’s Unpaid Drawing, as the case may be, together with interest thereon from the CAM Exchange Date to the date on which such amount shall be paid to the Administrative Agent at the rate that would be applicable at the time to an ABR a US Revolving Loan that is a Base Rate Loan in a principal amount equal to such undrawn face amount or unreimbursed drawingamount, as applicablethe case may be. The Administrative Agent shall establish a separate account or accounts for each Lender (each, an “RF L/C Reserve Account”) or accounts for each Lender for the amounts received with respect to each such RF Letter of Credit pursuant to the preceding sentence. On the CAM Exchange Date, the Administrative Agent shall request the Deposit Bank to withdraw all amounts remaining in the Credit-Linked Deposit Account (after giving effect to withdrawals therefrom made pursuant to Section 2.08(d)) less the aggregate amount (if any) equal to all unreimbursed L/C Disbursements made in respect of CL Letters of Credit not yet founded by application of Credit-Linked Deposits as contemplated by Section 2.05(e) and deposit same in a new separate account maintained with the Administrative Agent (each a “CL Reserve Account” and together with the RF Reserve Account, the “Reserve Accounts”) or accounts for such Lender. The Administrative Agent shall deposit in each Lender’s RF L/C Reserve Account or CL Reserve Account, as the case may be, such Lender’s CAM Percentage of the amounts received from the Revolving Facility Lenders or the Credit-Linked Deposit Account, as the case may be, as provided above. The Administrative Agent shall have sole dominion and control over each L/C Reserve Account, and the amounts deposited in each L/C Reserve Account shall be held in such L/C Reserve Account until withdrawn as provided in paragraph paragraphs (bii), (ciii), (div) or (ev) below. The Administrative Agent shall maintain records enabling it to determine the amounts paid over to it and deposited in the L/C Reserve Accounts in respect of each Letter of Credit and the amounts on deposit in respect of each Letter of Credit attributable to each Lender’s CAM Percentage. The amounts held in each Lender’s RF L/C Reserve Account or CL Reserve Account, as the case may be, shall be held as a reserve against the Revolving L/C Exposures or CL L/C Exposures, as the case may beLetter of Credit Obligations, shall be the property of such Lender, shall not constitute Loans to or give rise to any claim of or against any Loan Credit Party and shall not give rise to any obligation on the part of any the US Borrower to pay interest to such Lender, it being agreed that the reimbursement obligations in respect of Letters of Credit shall arise only at such times as drawings are made thereunder, as provided in Section 2.05subsection 1.1(b)(v).

Letters of Credit. (a) In the event that on the CAM Exchange Date any RF Letter of Credit shall be outstanding and undrawn in whole or in part, or any amount drawn under a Letter of Credit shall not have been reimbursed either by the Parent Borrower or any Foreign Subsidiary Borrower, as the case may be, or with the proceeds of a Revolving Loan, each Class A Revolving Facility Lender shall promptly pay over to the Administrative Agent, in immediately available fundsfunds and in the currency that such Letters of Credit are denominated, an amount in Dollars equal to such Class A Revolving Lender’s Class A Revolving Facility Applicable Percentage (as notified to such Lender by the Administrative Agent) of such Letter of Credit’s undrawn face amountamount or (to the extent it has not already done so) such Letter of Credit’s unreimbursed drawing, together with interest thereon from the CAM Exchange Date to the date on which such amount shall be paid to the Administrative Agent at the rate that would be applicable at the time to an ABR Class A Revolving Loan in a principal amount equal to such undrawn face amount or unreimbursed drawingamount, as applicablethe case may be. The Administrative Agent shall establish a separate account or accounts for each Class A Revolving Lender (each, an “RF LC Reserve Account”) or accounts for each Lender for the amounts received with respect to each such RF Letter of Credit pursuant to the preceding sentence. On the CAM Exchange Date, the Administrative Agent shall request the Deposit Bank to withdraw all amounts remaining in the Credit-Linked Deposit Account (after giving effect to withdrawals therefrom made pursuant to Section 2.08(d)) less the aggregate amount (if any) equal to all unreimbursed L/C Disbursements made in respect of CL Letters of Credit not yet founded by application of Credit-Linked Deposits as contemplated by Section 2.05(e) and deposit same in a new separate account maintained with the Administrative Agent (each a “CL Reserve Account” and together with the RF Reserve Account, the “Reserve Accounts”) or accounts for such Lender. The Administrative Agent shall deposit in each Class A Revolving Lender’s RF LC Reserve Account or CL Reserve Account, as the case may be, such Lender’s CAM Percentage of the amounts received from the Class A Revolving Facility Lenders or the Credit-Linked Deposit Account, as the case may be, as provided above. The Administrative Agent shall have sole dominion and control over each LC Reserve Account, and the amounts deposited in each LC Reserve Account shall be held in such LC Reserve Account until withdrawn as provided in paragraph (b), (c), (d) or (e) below. The Administrative Agent shall maintain records enabling it to determine the amounts paid over to it and deposited in the LC Reserve Accounts in respect of each Letter of Credit and the amounts on deposit in respect of each Letter of Credit attributable to each Lender’s CAM Percentage. The amounts held in each Lender’s RF LC Reserve Account or CL Reserve Account, as the case may be, shall be held as a reserve against the Revolving L/C Exposures or CL L/C Exposures, as the case may beLC Exposure, shall be the property of such Lender, shall not constitute Loans to or give rise to any claim of or against any Loan Party and shall not give rise to any obligation on the part of any the Parent Borrower or the Foreign Subsidiary Borrowers to pay interest to such Lender, it being agreed that the reimbursement obligations in respect of Letters of Credit shall arise only at such times as drawings are made thereunder, as provided in Section 2.05.

Letters of Credit. (a) In the event that on the CAM Exchange Date any RF Letter of Credit shall be outstanding and undrawn in whole or in part, or any amount drawn under a Letter of Credit shall not have been reimbursed either by the Parent Borrower or with the proceeds of a U.S. $ Revolving Credit Borrowing, each U.S. $ Revolving Facility Credit Lender shall promptly pay over to the Administrative Agent, in immediately available funds, an amount in Dollars equal to such U.S. $ Revolving Credit Lender’s Revolving Facility 's Applicable Percentage of such undrawn face amountamount or (to the extent it has not already done so) such unreimbursed drawing, as the case may be, together with interest thereon from the CAM Exchange Date to the date on which such amount shall be paid to the Administrative Agent at the rate that would be applicable at the time to an ABR Revolving Credit Loan in a principal amount equal to such undrawn face amount or unreimbursed drawing, as applicableamount. The Administrative Agent shall establish a separate account (each, an “RF Reserve Account”) or accounts for each Lender (each, an "L/C Reserve Account") for the amounts received with respect to each such RF Letter of Credit pursuant to the preceding sentence. On the CAM Exchange Date, the Administrative Agent shall request the Deposit Bank to withdraw all amounts remaining in the Credit-Linked Deposit Account (after giving effect to withdrawals therefrom made pursuant to Section 2.08(d)) less the aggregate amount (if any) equal to all unreimbursed L/C Disbursements made in respect of CL Letters of Credit not yet founded by application of Credit-Linked Deposits as contemplated by Section 2.05(e) and deposit same in a new separate account maintained with the Administrative Agent (each a “CL Reserve Account” and together with the RF Reserve Account, the “Reserve Accounts”) or accounts for such Lender. The Administrative Agent shall deposit in each Lender’s RF 's L/C Reserve Account or CL Reserve Account, as the case may be, such Lender’s 's CAM Percentage of the amounts received from the U.S. $ Revolving Facility Credit Lenders or the Credit-Linked Deposit Account, as the case may be, as provided above. The Administrative Agent shall have sole dominion and control over each L/C Reserve Account, and the amounts deposited in each L/C Reserve Account shall be held in such L/C Reserve Account until withdrawn as provided in paragraph (b), (c), (d) or (e) below. The Administrative Agent shall maintain records enabling it to determine the amounts paid over to it and deposited in the L/C Reserve Accounts in respect of each Letter of Credit and the amounts on deposit in respect of each Letter of Credit attributable to each Lender’s 's CAM Percentage. The amounts held in each Lender’s RF 's L/C Reserve Account or CL Reserve Account, as the case may be, shall be held as a reserve against the Revolving L/C Exposures or CL L/C Exposures, as the case may be, shall be the property of such Lender, shall not constitute Loans to or give rise to any claim of or against any Loan Party and shall not give rise to any obligation on the part of any Borrower to pay interest to such Lender, it being agreed that the reimbursement obligations in respect of Letters of Credit shall arise only at such times as drawings are made thereunder, as provided in Section 2.052.20.

Letters of Credit. (a) In On the event that terms and conditions hereinafter set forth, the Agent shall from time to time during the period beginning on the CAM Exchange Effective Date and ending on the Revolving Maturity Date upon request of Borrowers issue standby and/or commercial Letters of Credit for the account of Borrowers (the "Letters of Credit") in such face amounts as Borrowers may request, but not to exceed in the aggregate face amount at any RF Letter time outstanding the sum of Two Million Dollars ($2,000,000.00). The face amount of all Letters of Credit issued and outstanding hereunder shall be considered as Advances for Borrowing Base purposes and all payments made by the Agent on such Letters of Credit shall be outstanding considered as Advances under the Revolving Notes. Each Letter of Credit issued for the account of Borrowers hereunder shall (i) be in favor of such beneficiaries as specifically requested by Borrowers, (ii) have an expiration date not exceeding the earlier of (a) one year or (b) the Revolving Maturity Date, and undrawn (iii) contain such other terms and provisions as may be reasonably required by Bank. Each Bank (other than Agent) agrees that, upon issuance of any Letter of Credit hereunder, it shall automatically acquire a participation in whole or the Agent's liability under such Letter of Credit in part, each Revolving Facility Lender shall promptly pay over to the Administrative Agent, in immediately available funds, an amount in Dollars equal to such Lender’s Bank's Revolving Facility Commitment Percentage of such undrawn face amountliability, together and each Bank (other than Agent) thereby shall absolutely, unconditionally and irrevocably assume, as primary obligor and not as surety, and shall be unconditionally obligated to Agent to pay and discharge when due, its Revolving Commitment Percentage of Agent's liability under such Letter of Credit. The Borrowers hereby unconditionally agree to pay and reimburse the Agent for the amount of each demand for payment under any Letter of Credit that is in substantial compliance with interest thereon from the CAM Exchange Date provisions of any such Letter of Credit at or prior to the date on which such amount shall payment is to be paid made by the Agent to the Administrative Agent at the rate that would be applicable at the time to an ABR Revolving Loan in a principal amount equal to such undrawn face amount beneficiary thereunder, without presentment, demand, protest or unreimbursed drawing, as applicableother formalities of any kind. The Administrative Agent shall establish a separate account (each, an “RF Reserve Account”) or accounts for each Lender for the amounts received with respect to each such RF Upon receipt from any beneficiary of any Letter of Credit pursuant to the preceding sentence. On the CAM Exchange Dateof any demand for payment under such Letter of Credit, the Administrative Agent shall request promptly notify the Deposit Bank Borrowers of the demand and the date upon which such payment is to withdraw all amounts remaining in be made by the Credit-Linked Deposit Account (after giving effect Agent to withdrawals therefrom made pursuant to Section 2.08(d)) less the aggregate amount (if any) equal to all unreimbursed L/C Disbursements made such beneficiary in respect of CL Letters such demand. Forthwith upon receipt of Credit not yet founded by application of Credit-Linked Deposits as contemplated by Section 2.05(e) and deposit same in a new separate account maintained with the Administrative Agent (each a “CL Reserve Account” and together with the RF Reserve Account, the “Reserve Accounts”) or accounts for such Lender. The Administrative Agent shall deposit in each Lender’s RF Reserve Account or CL Reserve Account, as the case may be, such Lender’s CAM Percentage of the amounts received notice from the Revolving Facility Lenders Agent, Borrowers shall advise the Agent whether or not they intend to borrow hereunder to finance their obligations to reimburse the Credit-Linked Deposit Account, as the case may be, as provided above. The Administrative Agent shall have sole dominion and control over each Reserve AccountAgent, and the amounts deposited in each Reserve Account shall be held in such Reserve Account until withdrawn as provided in paragraph (b)if so, (c), (d) or (e) below. The Administrative Agent shall maintain records enabling it to determine the amounts paid over to it and deposited in the Reserve Accounts in respect submit a Notice of each Letter of Credit and the amounts on deposit in respect of each Letter of Credit attributable to each Lender’s CAM Percentage. The amounts held in each Lender’s RF Reserve Account or CL Reserve Account, as the case may be, shall be held as a reserve against the Revolving L/C Exposures or CL L/C Exposures, as the case may be, shall be the property of such Lender, shall not constitute Loans to or give rise to any claim of or against any Loan Party and shall not give rise to any obligation on the part of any Borrower to pay interest to such Lender, it being agreed that the reimbursement obligations in respect of Letters of Credit shall arise only at such times as drawings are made thereunder, Borrowing as provided in Section 2.052(b) hereof. If Borrowers fail to so advise Agent and thereafter fail to reimburse Agent, the Agent shall notify each Bank of the demand and the failure of the Borrowers to reimburse the Agent, and each Bank shall reimburse the Agent for its Revolving Commitment Percentage of each such draw paid by the Agent and unreimbursed by the Borrowers. All such amounts paid by Agent and/or reimbursed by the Banks shall be treated as an Advance or Advances under the Revolving Commitment, which Advances shall be immediately due and payable and shall bear interest at the Default Rate.

Letters of Credit. (a) In Subject to the event that on terms and conditions of this Agreement, Agent agrees to cause the CAM Exchange Date any RF L/C Issuer from time to time during the Term to issue standby letters of credit or documentary letters of credit for the account of Borrower (each standby letter of credit or documentary letter of credit, as applicable, a “Letter of Credit”) or to purchase participations or execute indemnities or reimbursement obligations (each such undertaking, an “L/C Undertaking”) with respect to documentary letters of credit which comply with the provisions of this Appendix B issued by an Underlying Issuer for the account of Borrower (each Letter of Credit or L/C Undertaking, as the context requires, constituting or relating to a documentary letter of credit is referred to in this Agreement as a “Documentary Letter of Credit” and each Letter of Credit or L/C Undertaking, as the context requires, constituting or relating to a standby letter of credit is referred to in this Agreement as a “Standby Letter of Credit”); provided, however, that the L/C Issuer will not be required to issue, purchase or execute a requested Documentary Letter of Credit or a requested Standby Letter of Credit if any of the following would result after giving effect thereto: (i) the Letter of Credit Usage would exceed the Facility Cap minus the amount of Advances then outstanding or (ii) the aggregate face amount of all Standby Letters of Credit and Documentary Letters of Credit then outstanding would exceed $500,000. If L/C Issuer is obligated to advance funds under a Documentary Letter of Credit or Standby Letter of Credit, Borrower immediately shall be outstanding and undrawn in whole or in part, each Revolving Facility Lender shall promptly pay over reimburse such L/C Disbursement to the Administrative Agent, in immediately available funds, L/C Issuer by paying to Agent an amount in Dollars equal to such Lender’s Revolving Facility Percentage of such undrawn face amount, together with interest thereon from the CAM Exchange Date to the date on which such amount shall be paid to the Administrative Agent at the rate that would be applicable at the time to an ABR Revolving Loan in a principal amount equal to such undrawn face amount or unreimbursed drawing, as applicable. The Administrative Agent shall establish a separate account (each, an “RF Reserve Account”) or accounts for each Lender for the amounts received with respect to each such RF Letter of Credit pursuant to the preceding sentence. On the CAM Exchange Date, the Administrative Agent shall request the Deposit Bank to withdraw all amounts remaining in the Credit-Linked Deposit Account (after giving effect to withdrawals therefrom made pursuant to Section 2.08(d)) less the aggregate amount (if any) equal to all unreimbursed L/C Disbursements made Disbursement not later than 1:00 p.m. (New York City time) on the date that such L/C Disbursement is made, if Borrower shall have received written or telephonic notice of such L/C Disbursement prior to 12:00 p.m. (New York City time) on such date, or, if such notice has not been received by Borrower prior to such time on such date, then not later than 1:00 p.m. (New York City time), on the first Business Day that Borrower has such notice prior to 12:00 p.m. (New York City time), and, in respect the absence of CL such reimbursement, the L/C Disbursement immediately and automatically shall be deemed to be an Advance hereunder and, thereafter, shall bear interest at the Applicable Rate for Advances. To the extent an L/C Disbursement is deemed to be an Advance hereunder, Borrower’s obligation to reimburse such L/C Disbursement shall be discharged and replaced by the resulting Advance. The portion of the face amount of the Documentary Letters of Credit not yet founded by application of Credit-Linked Deposits as contemplated by Section 2.05(e) and deposit same in a new separate account maintained with the Administrative Agent (each a “CL Reserve Account” and together with the RF Reserve Account, the “Reserve Accounts”) or accounts for such Lender. The Administrative Agent shall deposit in each Lender’s RF Reserve Account or CL Reserve Account, as the case may be, such Lender’s CAM Percentage of the amounts received from the Revolving Facility Lenders or the Credit-Linked Deposit Account, as the case may be, as provided above. The Administrative Agent shall have sole dominion and control over each Reserve Account, and the amounts deposited in each Reserve Account shall be held in such Reserve Account until withdrawn as provided in paragraph (b), (c), (d) or (e) below. The Administrative Agent shall maintain records enabling it to determine the amounts paid over to it and deposited in the Reserve Accounts in respect of each Letter of Credit and the amounts on deposit in respect of each Letter of Credit attributable to each Lender’s CAM Percentage. The amounts held in each Lender’s RF Reserve Account or CL Reserve Account, as the case may be, shall be held as a reserve against the Revolving L/C Exposures or CL L/C Exposures, as the case may be, shall be the property of such Lender, shall not constitute Loans to or give rise to any claim of or against any Loan Party and shall not give rise to any obligation on the part of any Borrower to pay interest to such Lender, it being agreed that the reimbursement obligations in respect of Standby Letters of Credit that has not been drawn upon shall arise only at such times as drawings are made thereunder, as provided in Section 2.05not bear interest.

Letters of Credit. (a) In the event that on the CAM Exchange Date any RF Letter of Credit shall be outstanding and undrawn in whole or in part, or any LC Disbursement shall not have been reimbursed either by the U.S. Borrower or with the proceeds of a Borrowing, each Revolving Facility Lender shall promptly pay over to the Administrative Agent, in immediately available funds, an amount in Dollars equal to such Lender’s Revolving Facility CAM Percentage of such undrawn face amountamount or (to the extent it has not already done so) such unreimbursed drawing, as applicable, together with interest thereon from the CAM Exchange Date to the date on which such amount shall be paid to the Administrative Agent at the rate that would be applicable at the time to an ABR Revolving Loan in a principal amount equal to such undrawn face amount or unreimbursed drawing, as applicable. The Administrative Agent shall establish a separate account (each, an a “RF Reserve Account”) or accounts for each Lender for the amounts received with respect to each such RF Letter of Credit pursuant to the preceding sentence. On the CAM Exchange Date, the Administrative Agent shall request the Deposit Bank to withdraw all amounts remaining in the Credit-Linked Deposit Account (after giving effect to withdrawals therefrom made pursuant to Section 2.08(d)) less the aggregate amount (if any) equal to all unreimbursed L/C Disbursements made in respect of CL Letters of Credit not yet founded by application of Credit-Linked Deposits as contemplated by Section 2.05(e) and deposit same in a new separate account maintained with the Administrative Agent (each a “CL Reserve Account” and together with the RF Reserve Account, the “Reserve Accounts”) or accounts for such Lender. The Administrative Agent shall deposit in each Lender’s RF Reserve Account or CL Reserve Account, as the case may be, such Lender’s CAM Percentage of the amounts received from the Revolving Facility Lenders or the Credit-Linked Deposit Account, as the case may be, as provided above. The Administrative Agent shall have sole dominion and control over each Reserve Account, and the amounts deposited in each Reserve Account shall be held in such Reserve Account until withdrawn as provided in paragraph (b), (c), (d) or (e) below. The Administrative Agent shall maintain records enabling it to determine the amounts paid over to it and deposited in the Reserve Accounts in respect of each Letter of Credit and the amounts on deposit in respect of each Letter of Credit attributable to each Lender’s CAM Percentage. The amounts held in each Lender’s RF Reserve Account or CL Reserve Account, as the case may be, shall be held as a reserve against the Revolving L/C Exposures or CL L/C LC Exposures, as the case may be, shall be the property of such Lender, shall not constitute Loans to or give rise to any claim of or against any Loan Party Borrower and shall not give rise to any obligation on the part of any the U.S. Borrower to pay interest to such Lender, it being agreed that the reimbursement obligations in respect of Letters of Credit shall arise only at such times as drawings are made thereunder, as provided in Section 2.05.

Letters of Credit. (a) In the event that on the CAM Exchange Date any RF Letter of Credit shall be outstanding and undrawn in whole or in part, or any LC Disbursement shall not have been reimbursed either by the Cayman Borrower or, in the case of any LC Disbursement made in dollars, with the proceeds of a Revolving Borrowing, each Revolving Facility Lender shall promptly pay over to the Administrative Agent, in immediately available funds, an amount in Dollars dollars equal to such Revolving Lender’s Revolving Facility 's Applicable Percentage of such undrawn face amount (or, in the case of any Alternative Currency Letter of Credit, the Dollar Equivalent of such face amount) or (to the extent it has not already done so) such unreimbursed drawing, as the case may be, together with interest thereon from the CAM Exchange Date to the date on which such amount shall be paid to the Administrative Agent at the rate that would be applicable at the time to an ABR Revolving Loan in a principal amount equal to such undrawn face amount or unreimbursed drawing, as applicableamount. The Administrative Agent shall establish a separate account (each, an “RF Reserve Account”) or accounts for each Lender (each, an "LC Reserve Account") for the amounts received with respect to each such RF Letter of Credit pursuant to the preceding sentence. On the CAM Exchange Date, the Administrative Agent shall request the Deposit Bank to withdraw all amounts remaining in the Credit-Linked Deposit Account (after giving effect to withdrawals therefrom made pursuant to Section 2.08(d)) less the aggregate amount (if any) equal to all unreimbursed L/C Disbursements made in respect of CL Letters of Credit not yet founded by application of Credit-Linked Deposits as contemplated by Section 2.05(e) and deposit same in a new separate account maintained with the Administrative Agent (each a “CL Reserve Account” and together with the RF Reserve Account, the “Reserve Accounts”) or accounts for such Lender. The Administrative Agent shall deposit in each Lender’s RF 's LC Reserve Account or CL Reserve Account, as the case may be, such Lender’s 's CAM Percentage of the amounts received from the Revolving Facility Lenders or the Credit-Linked Deposit Account, as the case may be, as provided above, provided that in the case of amounts received in respect of Alternative Currency Letters of Credit, the Administrative Agent may, in its sole discretion, convert any or all of such amounts into the applicable Alternative Currency prior to or at any time after deposit. The Administrative Agent shall have sole dominion and control over each LC Reserve Account, and the amounts deposited in each LC Reserve Account shall be held in such LC Reserve Account until withdrawn as provided in paragraph (b), (c), (d) or (ec) below. The Administrative Agent shall maintain records enabling it to determine the amounts paid over to it and deposited in the LC Reserve Accounts in respect of each Letter of Credit and the amounts on deposit in respect of each Letter of Credit attributable to each Lender’s 's CAM Percentage. The amounts held in each Lender’s RF 's LC Reserve Account or CL Reserve Account, as the case may be, shall be held as a reserve against the Revolving L/C Exposures or CL L/C LC Exposures, as the case may be, shall be the property of such Lender, shall not constitute Loans to or give rise to any claim of or against any Loan Party and shall not give rise to any obligation on the part of any either Borrower to pay interest to such Lender, it being agreed that the reimbursement obligations in respect of Letters of Credit shall arise only at such times as drawings are made thereunder, as provided in Section 2.05.

Letters of Credit. (a) In the event that on the CAM Exchange Date any RF Letter of Credit under a Tranche shall be outstanding and undrawn in whole or in part, or any L/C Disbursement shall not have been reimbursed by the Company or with the proceeds of a Revolving Borrowing or Swingline Borrowing, each Revolving Facility Lender under such Tranche shall promptly pay over to the Administrative Agent, in immediately available funds, an amount in US Dollars equal to such Lender’s Revolving Facility Tranche Percentage of such undrawn face amountamount or (to the extent it has not already done so) such unreimbursed drawing, as applicable, together with interest thereon from the CAM Exchange Date to the date on which such amount shall be paid to the Administrative Agent at the rate that would be applicable at the time to an a US Tranche ABR Revolving Loan in a principal amount equal to such undrawn face amount or unreimbursed drawing, as applicable. The Administrative Agent shall establish a separate account (each, an a “RF Reserve Account”) or accounts for each Lender for the amounts received with respect to each such RF Letter of Credit pursuant to the preceding sentence. On the CAM Exchange Date, the Administrative Agent shall request the Deposit Bank to withdraw all amounts remaining in the Credit-Linked Deposit Account (after giving effect to withdrawals therefrom made pursuant to Section 2.08(d)) less the aggregate amount (if any) equal to all unreimbursed L/C Disbursements made in respect of CL Letters of Credit not yet founded by application of Credit-Linked Deposits as contemplated by Section 2.05(e) and deposit same in a new separate account maintained with the Administrative Agent (each a “CL Reserve Account” and together with the RF Reserve Account, the “Reserve Accounts”) or accounts for such Lender. The Administrative Agent shall deposit in each Lender’s RF Reserve Account or CL Reserve Account, as the case may be, such Lender’s CAM Percentage of the amounts received from the Revolving Facility Lenders or the Credit-Linked Deposit Account, as the case may be, as provided above. For the purposes of this paragraph, the US Dollar Equivalent of each Lender’s participation in each Letter of Credit denominated in an Alternative Currency shall be the amount in US Dollars determined by the Administrative Agent to be required in order for the Administrative Agent to purchase currency in the applicable Alternative Currency in an amount sufficient to enable it to deposit the actual amount of such participation in such undrawn Letter of Credit in the applicable Alternative Currency in such Lender’s Reserve Account. The Administrative Agent shall have sole dominion and control over each Reserve Account, and the amounts deposited in each Reserve Account shall be held in such Reserve Account until withdrawn as provided in paragraph (b), (c), (d) or (e) below. The Administrative Agent shall maintain records enabling it to determine the amounts paid over to it and deposited in the Reserve Accounts in respect of each Letter of Credit and the amounts on deposit in respect of each Letter of Credit attributable to each Lender’s CAM Percentage. The amounts held in each Lender’s RF Reserve Account or CL Reserve Account, as the case may be, shall be held as a reserve against the Revolving L/C Exposures or CL L/C LC Exposures, as the case may be, shall be the property of such Lender, shall not constitute Loans to or give rise to any claim of or against any Loan Party Borrower and shall not give rise to any obligation on the part of any Borrower to pay interest to such Lender, it being agreed that the reimbursement obligations in respect of Letters of Credit shall arise only at such times as drawings are made thereunder, as provided in Section 2.05.

Letters of Credit. (a) In the event that on the CAM Exchange Date any RF Letter of Credit shall be outstanding and undrawn in whole or in part, or any amount drawn under a Letter of Credit shall not have been reimbursed either by the applicable Account Party or with the proceeds of a Revolving Credit Borrowing, each Revolving Facility Lender which shall on such date, and before giving effect to the CAM Exchange, have held a participation in such Letter of Credit pursuant to Section 2.19(d) shall promptly pay over to the Administrative Agent, in immediately available fundsfunds in the currency in which such Letter of Credit is denominated, an amount in Dollars equal to such Lender’s Revolving Facility 's Applicable Percentage of such undrawn face amountamount or such unreimbursed drawing, as the case may be, together with interest thereon from the CAM Exchange Date to the date on which such amount shall be paid to the Administrative Agent at the rate that would be applicable at the time to an ABR Revolving a Swingline Loan in a principal amount equal to such undrawn face amount or unreimbursed drawing, as applicableand denominated in the relevant currency. The Administrative Agent shall establish a separate account (each, an “RF Reserve Account”) or accounts for each Lender for the amounts received with respect to each such RF Letter of Credit from each Lender paying such amounts pursuant to the preceding sentence. On the CAM Exchange Date, the Administrative Agent shall request the Deposit Bank to withdraw all amounts remaining in the Credit-Linked Deposit Account (after giving effect to withdrawals therefrom made pursuant to Section 2.08(d)) less the aggregate amount (if any) equal to all unreimbursed L/C Disbursements made in respect of CL Letters of Credit not yet founded by application of Credit-Linked Deposits as contemplated by Section 2.05(e) and deposit same in a new separate account maintained with the Administrative Agent (each a “CL Reserve Account” and together with the RF Reserve Account, the “Reserve Accounts”) or accounts for such Lender. The Administrative Agent shall deposit in each Lender’s RF Reserve Account or CL Reserve Account, as the case may be, such Lender’s CAM Percentage of the amounts received from the Revolving Facility Lenders or the Credit-Linked Deposit Account, as the case may be, as provided above. The Administrative Agent shall have sole dominion and control over each such account (each, an "L/C Reserve Account"), and the amounts deposited in each L/C Reserve Account shall be held in 107 102 such L/C Reserve Account until withdrawn as provided in paragraph (b), (c), (d) or (e) below. The Administrative Agent shall maintain records enabling it to determine the amounts paid over to it and deposited in the L/C Reserve Accounts in respect of to each Letter of Credit and the amounts on deposit in respect of each Letter of Credit attributable to each Lender’s 's CAM PercentagePercentage (the aggregate of such amounts attributable to a Lender's CAM Percentage being referred to as such Lender's "CAM Account"). The amounts held in each Lender’s RF Reserve Account or CL Reserve Account, as paid by a Lender to the case may be, Administrative Agent pursuant to this paragraph shall be held as a reserve against the Revolving L/C Exposures or CL L/C Exposures, as the case may be, shall be the property of such Lender, shall not constitute Loans to or give rise to any claim of or against any Loan Party Borrower and shall not give rise to any obligation on the part of any Borrower to pay interest to such Lender, it being agreed that the Borrowers' reimbursement obligations in respect of Letters of Credit shall arise only at such times as drawings are made thereunder, as provided in Section 2.052.19.

Letters of Credit. (a) In the event that on the CAM Exchange Date any RF Letter of Credit shall be outstanding and undrawn in whole or in part, or any amount drawn under a Letter of Credit shall not have been reimbursed either by Borrowers or with the proceeds of a Multicurrency Revolving Loan, each Multicurrency Revolving Facility Lender shall promptly pay over to the Administrative Agent, in immediately available fundsfunds in the same currency as such Letter of Credit, in the case of any undrawn amount, and in Dollars, in the case of any unreimbursed amount, an amount in Dollars equal to such Multicurrency Revolving Lender’s Revolving Facility Percentage 's Multicurrency Revolver Pro Rata Share of such undrawn face amountamount or (to the extent it has not already done so) such unreimbursed drawing, as the case may be, together with interest thereon from the CAM Exchange Date to the date on which such amount shall be paid to the Administrative Agent at the rate that would be applicable at the time to an ABR a Base Rate Multicurrency Revolving Loan Loan, in a principal amount equal to such undrawn face amount or unreimbursed drawing, as applicableamount. The Administrative Agent shall establish a separate interest bearing account (each, an “RF Reserve Account”) or accounts for each Lender (each, an "LC Reserve Account") for the amounts received with respect to each such RF Letter of Credit pursuant to the preceding sentence. On the CAM Exchange Date, the Administrative Agent shall request the Deposit Bank to withdraw all amounts remaining in the Credit-Linked Deposit Account (after giving effect to withdrawals therefrom made pursuant to Section 2.08(d)) less the aggregate amount (if any) equal to all unreimbursed L/C Disbursements made in respect of CL Letters of Credit not yet founded by application of Credit-Linked Deposits as contemplated by Section 2.05(e) and deposit same in a new separate account maintained with the Administrative Agent (each a “CL Reserve Account” and together with the RF Reserve Account, the “Reserve Accounts”) or accounts for such Lender. The Administrative Agent shall deposit in each Lender’s RF 's LC Reserve Account or CL Reserve Account, as the case may be, such Lender’s 's CAM Percentage of the amounts received from the Multicurrency Revolving Facility Lenders or the Credit-Linked Deposit Account, as the case may be, as provided above. The Administrative Agent shall have sole dominion and control over each LC Reserve Account, and the amounts deposited in each LC Reserve Account shall be held in such LC Reserve Account until withdrawn as provided in paragraph (b), (c), (d) or (e) below. The Administrative Agent shall maintain records enabling it to determine the amounts paid over to it and deposited in the LC Reserve Accounts in respect of each Letter of Credit and the amounts on deposit in respect of each Letter of Credit attributable to each Lender’s 's CAM Percentage. The amounts held in each Lender’s RF 's LC Reserve Account or CL Reserve Account, as the case may be, shall be held as a reserve against the Revolving L/C Exposures or CL L/C Exposures, as the case may beoutstanding LC Obligations, shall be the property of such Lender, shall not constitute Loans to or give rise to any claim of or against any Loan Credit Party and shall not give rise to any obligation on the part of any Borrower to pay interest to such Lender, it being agreed that the reimbursement obligations in respect of Letters of Credit shall arise only at such times as drawings are made thereunder, as provided in Section 2.052.10.

Letters of Credit. (a) In the event that on the CAM Exchange Date any RF Letter of Credit shall be outstanding and undrawn in whole or in part, or any amount drawn under a Letter of Credit shall not have been reimbursed by any Borrower or with the proceeds of a Revolving Loan, each Revolving Facility Lender shall promptly pay over to the Administrative Agent, in immediately available fundsfunds and in dollars, an amount in Dollars equal to such Revolving Lender’s Revolving Facility Applicable Percentage (as notified to such Lender by the Administrative Agent) of such Letter of Credit’s undrawn face amountamount (or, in the case of any Letter of Credit denominated in a currency other than dollars, the Dollar Equivalent thereof) or (to the extent it has not already done so) such Letter of Credit’s unreimbursed drawing (or, in the case of any Letter of Credit denominated in a currency other than dollars, the Dollar Equivalent thereof), together with interest thereon from the CAM Exchange Date to the date on which such amount shall be paid to the Administrative Agent at the rate that would be applicable at the time to an ABR Revolving Loan in a principal amount equal to such undrawn face amount or unreimbursed drawingamount, as applicablethe case may be. The Administrative Agent shall establish a separate account or accounts for each Revolving Lender (each, an “RF LC Reserve Account”) or accounts for each Lender for the amounts received with respect to each such RF Letter of Credit pursuant to the preceding sentence. On the CAM Exchange DateThe CREDIT AGREEMENT, the Administrative Agent shall request the Deposit Bank to withdraw all amounts remaining in the Credit-Linked Deposit Account (after giving effect to withdrawals therefrom made pursuant to Section 2.08(d)) less the aggregate amount (if any) equal to all unreimbursed L/C Disbursements made in respect of CL Letters of Credit not yet founded by application of Credit-Linked Deposits as contemplated by Section 2.05(e) and deposit same in a new separate account maintained with the Administrative Agent (each a “CL Reserve Account” and together with the RF Reserve Account, the “Reserve Accounts”) or accounts for such Lender. The Page 175 Administrative Agent shall deposit in each Revolving Lender’s RF LC Reserve Account or CL Reserve Account, as the case may be, such Lender’s CAM Percentage of the amounts received from the Revolving Facility Lenders or the Credit-Linked Deposit Account, as the case may be, as provided above. The Administrative Agent shall have sole dominion and control over each LC Reserve Account, and the amounts deposited in each LC Reserve Account shall be held in such LC Reserve Account until withdrawn as provided in paragraph (b), (c), (d) or (e) below. The Administrative Agent shall maintain records enabling it to determine the amounts paid over to it and deposited in the LC Reserve Accounts in respect of each Letter of Credit and the amounts on deposit in respect of each Letter of Credit attributable to each Lender’s CAM Percentage. The amounts held in each Lender’s RF LC Reserve Account or CL Reserve Account, as the case may be, shall be held as a reserve against the Revolving L/C Exposures or CL L/C Exposures, as the case may beLC Exposure, shall be the property of such Lender, shall not constitute Loans to or give rise to any claim of or against any Loan Party and shall not give rise to any obligation on the part of the Parent Borrower or any other Borrower to pay interest to such Lender, it being agreed that the reimbursement obligations in respect of Letters of Credit shall arise only at such times as drawings are made thereunder, as provided in Section 2.05.

Letters of Credit. (a) In the event that on the CAM Exchange Date any RF Letter of Credit shall be outstanding and undrawn in whole or in part, or any amount drawn under a Letter of Credit shall not have been reimbursed by the applicable Borrower (each such amount so paid until reimbursed, an “Unpaid Drawing”), each Revolving Facility Lender shall in respect of Unpaid Drawings on Letters of Credit shall, before giving effect to the CAM Exchange, promptly pay over to the Administrative Agent, in immediately available fundsfunds and in the currency that such Letters of Credit are denominated, an amount in Dollars equal to such Lender’s Revolving Facility Percentage Loan Commitment percentage (as notified to such Lender by the Agent), of such Letter of Credit’s undrawn face amountamount or (to the extent it has not already done so) such Letter of Credit’s Unpaid Drawing, as the case may be, together with interest thereon from the CAM Exchange Date to the date on which such amount shall be paid to the Administrative Agent at the rate that would be applicable at the time to an ABR a Revolving Loan that is a Canadian Prime Rate Loan or a US Base Rate Loan in a principal amount equal to such undrawn face amount or unreimbursed drawingamount, as applicablethe case may be. The Administrative Agent shall establish a separate account or accounts for each Revolving Lender (each, an “RF L/C Reserve Account”) or accounts for each Lender for the amounts received with respect to each such RF Letter of Credit pursuant to the preceding sentence. On the CAM Exchange Date, the Administrative Agent shall request the Deposit Bank to withdraw all amounts remaining in the Credit-Linked Deposit Account (after giving effect to withdrawals therefrom made pursuant to Section 2.08(d)) less the aggregate amount (if any) equal to all unreimbursed L/C Disbursements made in respect of CL Letters of Credit not yet founded by application of Credit-Linked Deposits as contemplated by Section 2.05(e) and deposit same in a new separate account maintained with the Administrative Agent (each a “CL Reserve Account” and together with the RF Reserve Account, the “Reserve Accounts”) or accounts for such Lender. The Administrative Agent shall deposit in each Revolving Lender’s RF L/C Reserve Account or CL Reserve Account, as the case may be, such Lender’s CAM Percentage of the amounts received from the Revolving Facility Lenders or the Credit-Linked Deposit Account, as the case may be, as provided above. The Administrative Agent shall have sole dominion and control over each L/C Reserve Account, and the amounts deposited in each L/C Reserve Account shall be held in such L/C Reserve Account until withdrawn as provided in paragraph (b), (c), (d) ), or (e) below. The Administrative Agent shall maintain records enabling it to determine the amounts paid over to it and deposited in the L/C Reserve Accounts in respect of each Letter of Credit and the amounts on deposit in respect of each Letter of Credit attributable to each Revolving Lender’s CAM Percentage. The amounts held in each Revolving Lender’s RF L/C Reserve Account or CL Reserve Account, as the case may be, shall be held as a reserve against the Revolving L/C Exposures or CL L/C Exposures, as the case may beLetter of Credit Obligations, shall be the property of such Lender, shall not constitute Loans to or give rise to any claim of or against any Loan Credit Party and shall not give rise to any obligation on the part of any Borrower the Borrowers to pay interest to such Lender, it being agreed that the reimbursement obligations in respect of Letters of Credit shall arise only at such times as drawings are made thereunder, as provided in Section 2.05.Annex B.

Letters of Credit. (ai) In the event that on the CAM Exchange Date any RF Letter of Credit shall be outstanding and undrawn in whole or in part, or any amount drawn under a Letter of Credit shall be unpaid (the “LC Exposure”), each Revolving Facility Lender shall shall, before giving effect to the CAM Exchange, promptly pay over to the Applicable Administrative Agent, in immediately available fundsfunds and in the currency that such Letters of Credit are denominated, an amount in Dollars equal to such Lender’s Revolving Facility Percentage Pro Rata Share, of such Letter of Credit’s undrawn face amountamount or (to the extent it has not already done so) such Letter of Credit’s unpaid drawing, as the case may be, together with interest thereon from the CAM Exchange Date to the date on which such amount shall be paid to the Applicable Administrative Agent at the rate that would be applicable at the time to an ABR Revolving Loan in Base Rate Advances or Canadian Prime Rate Advances, as applicable, a principal amount equal to such undrawn face amount; provided that in the case of Letters of Credit denominated in Euros the Lenders shall fund their Pro Rata Share of such LC Exposure in Dollars in the amount or unreimbursed drawing, as applicableequal to such LC Exposure converted at the Euro Conversion Rate . The Applicable Administrative Agent shall establish a separate account or accounts for each Lender (each, an “RF L/C Reserve Account”) or accounts for each Lender for the amounts received with respect to each such RF Letter of Credit pursuant to the preceding sentence. On the CAM Exchange Date, the Administrative Agent shall request the Deposit Bank to withdraw all amounts remaining in the Credit-Linked Deposit Account (after giving effect to withdrawals therefrom made pursuant to Section 2.08(d)) less the aggregate amount (if any) equal to all unreimbursed L/C Disbursements made in respect of CL Letters of Credit not yet founded by application of Credit-Linked Deposits as contemplated by Section 2.05(e) and deposit same in a new separate account maintained with the Administrative Agent (each a “CL Reserve Account” and together with the RF Reserve Account, the “Reserve Accounts”) or accounts for such Lender. The Applicable Administrative Agent shall deposit in each Lender’s RF L/C Reserve Account or CL Reserve Account, as the case may be, such Lender’s CAM Percentage of the amounts received from the Revolving Facility Lenders or the Credit-Linked Deposit Account, as the case may be, as provided above. The Applicable Administrative Agent shall have sole dominion and control over each L/C Reserve Account, and the amounts deposited in each L/C Reserve Account shall be held in such L/C Reserve Account until withdrawn as provided in paragraph paragraphs (bii), (ciii), (div) or (ev) below. The Applicable Administrative Agent shall maintain records enabling it the Applicable Administrative Agent to determine the amounts paid over to it and deposited in the L/C Reserve Accounts in respect of each Letter of Credit and the amounts on deposit in respect of each Letter of Credit attributable to each Lender’s CAM Percentage. The amounts held in each Lender’s RF L/C Reserve Account or CL Reserve Account, as the case may be, shall be held as a reserve against the Revolving L/C Exposures or CL L/C Exposures, as the case may beObligations, shall be the property of such Lender, shall not constitute Loans Advances to or give rise to any claim of or against any Loan Party and shall not give rise to any obligation on the part of any Borrower to pay interest to such LenderLender or any other obligation of any Loan Party, it being agreed that the reimbursement obligations in respect of Letters of Credit shall arise only at such times as drawings are made thereunder, as provided in Section 2.05herein.

Letters of Credit. (a) In the event that on the CAM Exchange Date any RF Letter of Credit shall be outstanding and undrawn in whole or in part, or any amount drawn under a Letter of Credit shall not have been reimbursed either by the Parent Borrower or any Foreign Subsidiary Borrower, as the case may be, or with the proceeds of a Revolving Loan, each Revolving Facility Lender shall promptly pay over to the Administrative Agent, in immediately available fundsfunds and in the currency that such Letters of Credit are denominated, an amount in Dollars equal to such Revolving Lender’s Revolving Facility Applicable Percentage (as notified to such Lender by the Administrative Agent) of such Letter of Credit’s undrawn face amountamount or (to the extent it has not already done so) such Letter of Credit’s unreimbursed drawing, together with interest thereon from the CAM Exchange Date to the date on which such amount shall be paid to the Administrative Agent at the rate that would be applicable at the time to an ABR Revolving Loan in a principal amount equal to such undrawn face amount or unreimbursed drawingamount, as applicablethe case may be. The Administrative Agent shall establish a separate account or accounts for each Lender (each, an “RF LC Reserve Account”) or accounts for each Lender for the amounts received with respect to each such RF Letter of Credit pursuant to the preceding sentence. On the CAM Exchange Date, the Administrative Agent shall request the Deposit Bank to withdraw all amounts remaining in the Credit-Linked Deposit Account (after giving effect to withdrawals therefrom made pursuant to Section 2.08(d)) less the aggregate amount (if any) equal to all unreimbursed L/C Disbursements made in respect of CL Letters of Credit not yet founded by application of Credit-Linked Deposits as contemplated by Section 2.05(e) and deposit same in a new separate account maintained with the Administrative Agent (each a “CL Reserve Account” and together with the RF Reserve Account, the “Reserve Accounts”) or accounts for such Lender. The Administrative Agent shall deposit in each Lender’s RF LC Reserve Account or CL Reserve Account, as the case may be, such Lender’s CAM Percentage of the amounts received from the Revolving Facility Lenders or the Credit-Linked Deposit Account, as the case may be, as provided above. The Administrative Agent shall have sole dominion and control over each LC Reserve Account, and the amounts deposited in each LC Reserve Account shall be held in such LC Reserve Account until withdrawn as provided in paragraph (b), (c), (d) or (e) below. The Administrative Agent shall maintain records enabling it to determine the amounts paid over to it and deposited in the LC Reserve Accounts in respect of each Letter of Credit and the amounts on deposit in respect of each Letter of Credit attributable to each Lender’s CAM Percentage. The amounts held in each Lender’s RF LC Reserve Account or CL Reserve Account, as the case may be, shall be held as a reserve against the Revolving L/C Exposures or CL L/C Exposures, as the case may beLC Exposure, shall be the property of such Lender, shall not constitute Loans to or give rise to any claim of or against any Loan Party and shall not give rise to any obligation on the part of any the Parent Borrower or the Foreign Subsidiary Borrowers to pay interest to such Lender, it being agreed that the reimbursement obligations in respect of Letters of Credit shall arise only at such times as drawings are made thereunder, as provided in Section 2.05.

Letters of Credit. (a) In the event that on the CAM Exchange Date any RF Letter of Credit shall be outstanding and undrawn in whole or in part, or any LC Disbursement shall not have been reimbursed either by the Parent Borrower or with the proceeds of a Revolving Borrowing or Swingline Loan, each Revolving Facility Domestic Lender shall promptly pay over to the Administrative Agent, in immediately available funds, an amount in Dollars dollars equal to such Domestic Lender’s Revolving Facility Applicable Percentage of such undrawn face amountamount or (to the extent it has not already done so) such unreimbursed drawing, as applicable, together with interest thereon from the CAM Exchange Date to the date on which such amount shall be paid to the Administrative Agent at the rate that would be applicable at the time to an ABR Revolving Loan in a principal amount equal to such undrawn face amount or unreimbursed drawing, as applicable. The Administrative Agent shall establish a separate account (each, an a “RF Reserve Account”) or accounts for each Lender for the amounts received with respect to each such RF Letter of Credit pursuant to the preceding sentence. On the CAM Exchange Date, the Administrative Agent shall request the Deposit Bank to withdraw all amounts remaining in the Credit-Linked Deposit Account (after giving effect to withdrawals therefrom made pursuant to Section 2.08(d)) less the aggregate amount (if any) equal to all unreimbursed L/C Disbursements made in respect of CL Letters of Credit not yet founded by application of Credit-Linked Deposits as contemplated by Section 2.05(e) and deposit same in a new separate account maintained with the Administrative Agent (each a “CL Reserve Account” and together with the RF Reserve Account, the “Reserve Accounts”) or accounts for such Lender. The Administrative Agent shall deposit in each Lender’s RF Reserve Account or CL Reserve Account, as the case may be, such Lender’s CAM Percentage of the amounts received from the Revolving Facility Lenders or the Credit-Linked Deposit Account, as the case may be, as provided above. The Administrative Agent shall have sole dominion and control over each Reserve Account, and the amounts deposited in each Reserve Account shall be held in such Reserve Account until withdrawn as provided in paragraph (b), (c), (d) or (e) below. The Administrative Agent shall maintain records enabling it to determine the amounts paid over to it and deposited in the Reserve Accounts in respect of each Letter of Credit and the amounts on deposit in respect of each Letter of Credit attributable to each Lender’s CAM Percentage. The amounts held in each Lender’s RF Reserve Account or CL Reserve Account, as the case may be, shall be held as a reserve against the Revolving L/C Exposures or CL L/C LC Exposures, as the case may be, shall be the property of such Lender, shall not constitute Loans to or give rise to any claim of or against any Loan Party and shall not give rise to any obligation on the part of any Borrower to pay interest to such Lender, it being agreed that the reimbursement obligations in respect of Letters of Credit shall arise only at such times as drawings are made thereunder, as provided in Section 2.05.

Letters of Credit. (a) In the event that on the CAM Exchange Date any RF Letter of Credit shall be outstanding and undrawn in whole or in part, or any LC Disbursement shall not have been reimbursed either by the Parent Borrower or with the proceeds of a Revolving Borrowing or Swingline Loan, each Revolving Facility Domestic A Lender shall promptly pay over to the Administrative Agent, in immediately available funds, an amount in Dollars dollars equal to such Domestic A Lender’s Revolving Facility Applicable Percentage of such undrawn face amountamount or (to the extent it has not already done so) such unreimbursed drawing, as applicable, together with interest thereon from the CAM Exchange Date to the date on which such amount shall be paid to the Administrative Agent at the rate that would be applicable at the time to an ABR Revolving Loan in a principal amount equal to such undrawn face amount or unreimbursed drawing, as applicable. The Administrative Agent shall establish a separate account (each, an a “RF Reserve Account”) or accounts for each Lender for the amounts received with respect to each such RF Letter 109 of Credit pursuant to the preceding sentence. On the CAM Exchange Date, the Administrative Agent shall request the Deposit Bank to withdraw all amounts remaining in the Credit-Linked Deposit Account (after giving effect to withdrawals therefrom made pursuant to Section 2.08(d)) less the aggregate amount (if any) equal to all unreimbursed L/C Disbursements made in respect of CL Letters of Credit not yet founded by application of Credit-Linked Deposits as contemplated by Section 2.05(e) and deposit same in a new separate account maintained with the Administrative Agent (each a “CL Reserve Account” and together with the RF Reserve Account, the “Reserve Accounts”) or accounts for such Lender. The Administrative Agent shall deposit in each Domestic A Lender’s RF and Canadian Lender’s Reserve Account or CL Reserve Account, as the case may be, such Lender’s CAM Percentage of the amounts received from the Revolving Facility Lenders or the Credit-Linked Deposit Account, as the case may be, as provided above. The Administrative Agent shall have sole dominion and control over each Reserve Account, and the amounts deposited in each Reserve Account shall be held in such Reserve Account until withdrawn as provided in paragraph (b), (c), (d) or (e) below. The Administrative Agent shall maintain records enabling it to determine the amounts paid over to it and deposited in the Reserve Accounts in respect of each Letter of Credit and the amounts on deposit in respect of each Letter of Credit attributable to each Lender’s CAM Percentage. The amounts held in each Lender’s RF Reserve Account or CL Reserve Account, as the case may be, shall be held as a reserve against the Revolving L/C Exposures or CL L/C LC Exposures, as the case may be, shall be the property of such Lender, shall not constitute Loans to or give rise to any claim of or against any Loan Party and shall not give rise to any obligation on the part of any Borrower to pay interest to such Lender, it being agreed that the reimbursement obligations in respect of Letters of Credit shall arise only at such times as drawings are made thereunder, as provided in Section 2.05.

Letters of Credit. (a) In the event that on the CAM Exchange Date any RF Letter of Credit shall be outstanding and undrawn in whole or in part, or any amount drawn under a Letter of Credit shall not have been reimbursed any Borrower or with the proceeds of a Revolving Loan, each Revolving Facility Lender shall promptly pay over to the Administrative Agent, in immediately available fundsfunds and in U.S. dollars, an amount in Dollars equal to such Revolving Lender’s Revolving Facility Credit Percentage (as notified to such Lender by the Administrative Agent after giving effect to the CAM Exchange) of such Letter of Credit’s undrawn face amountamount (or, in the case of any Letter of Credit denominated in a currency other than U.S. dollars, the U.S. Dollar Equivalent thereof) or (to the extent it has not already done so) such Letter of Credit’s unreimbursed drawing (or, in the case of any Letter of Credit denominated in a currency other than U.S. dollars, the U.S. Dollar Equivalent thereof), together with interest thereon from the CAM Exchange Date to the date on which such amount shall be paid to the Administrative Agent at the rate that would be applicable at the time to an ABR Revolving Loan in a principal amount equal to such undrawn face amount or unreimbursed drawingamount, as applicablethe case may be. The Administrative Agent shall establish a separate account or accounts for each Revolving Lender (each, an “RF LC Reserve Account”) or accounts for each Lender for the amounts received with respect to each such RF Letter of Credit pursuant to the preceding sentence. On the CAM Exchange Date, the Administrative Agent shall request the Deposit Bank to withdraw all amounts remaining in the Credit-Linked Deposit Account (after giving effect to withdrawals therefrom made pursuant to Section 2.08(d)) less the aggregate amount (if any) equal to all unreimbursed L/C Disbursements made in respect of CL Letters of Credit not yet founded by application of Credit-Linked Deposits as contemplated by Section 2.05(e) and deposit same in a new separate account maintained with the Administrative Agent (each a “CL Reserve Account” and together with the RF Reserve Account, the “Reserve Accounts”) or accounts for such Lender. The Administrative Agent shall deposit in each Revolving Lender’s RF LC Reserve Account or CL Reserve Account, as the case may be, such Lender’s CAM Percentage of the amounts received from the Revolving Facility Lenders or the Credit-Linked Deposit Account, as the case may be, as provided above. The Administrative Agent shall have sole dominion and control over each LC Reserve Account, and the amounts deposited in each LC Reserve Account shall be held in such LC Reserve Account until withdrawn as provided in paragraph (b), (c), (d) or (e) below. The Administrative Agent shall maintain records enabling it to determine the amounts paid over to it and deposited in the LC Reserve Accounts in respect of each Letter of Credit and the amounts on deposit in respect of each Letter of Credit attributable to each Lender’s CAM Percentage. The amounts held in each Lender’s RF LC Reserve Account or CL Reserve Account, as the case may be, shall be held as a reserve against the Revolving L/C Exposures or CL L/C Exposures, as the case may beLC Exposure, shall be the property of such Lender, shall not constitute Loans to or give rise to any claim of or against any Loan Party and shall not give rise to any obligation on the part of the Company or any other Borrower to pay interest to such Lender, it being agreed that the reimbursement obligations in respect of Letters of Credit shall arise only at such times as drawings are made thereunder, as provided in Section 2.05.

Letters of Credit. (ai) In the event that on the CAM Exchange Date any RF Letter of Credit shall be outstanding and undrawn in whole or in part, or any amount drawn under a Letter of Credit shall not have been reimbursed by the applicable Borrower or with the proceeds of a Revolving Loan, each Revolving Facility Lender shall promptly pay over to the Administrative Agent, in immediately available funds, an amount in Dollars equal to such Lender’s Revolving Facility Percentage Pro Rata Share of such Letter of Credit’s undrawn face amountamount or (to the extent it has not already done so) such Letter of Credit’s unreimbursed drawing (in each case, based on the Dollar Equivalent thereof, in the case of any Letters of Credit issued in a currency other than Dollars), together with interest thereon from the CAM Exchange Date to the date on which such amount shall be paid to the Administrative Agent at the rate that would be applicable at the time to an ABR a Base Rate Revolving Loan in a principal amount equal to such undrawn face amount or unreimbursed drawingamount, as applicablethe case may be. The Administrative Agent shall establish a separate account or accounts for each Lender (each, an “RF LC Reserve Account”) or accounts for each Lender for the amounts received with respect to each such RF Letter of Credit pursuant to the preceding sentence. On the CAM Exchange Date, the Administrative Agent shall request the Deposit Bank to withdraw all amounts remaining in the Credit-Linked Deposit Account (after giving effect to withdrawals therefrom made pursuant to Section 2.08(d)) less the aggregate amount (if any) equal to all unreimbursed L/C Disbursements made in respect of CL Letters of Credit not yet founded by application of Credit-Linked Deposits as contemplated by Section 2.05(e) and deposit same in a new separate account maintained with the Administrative Agent (each a “CL Reserve Account” and together with the RF Reserve Account, the “Reserve Accounts”) or accounts for such Lender. The Administrative Agent shall deposit in each Lender’s RF L/C Reserve Account or CL Reserve Account, as the case may be, such Lender’s CAM Percentage of the amounts received from the Revolving Facility Lenders or the Credit-Linked Deposit Account, as the case may be, as provided above. The Administrative Agent shall have sole dominion and control over each LC Reserve Account, and the amounts deposited in each LC Reserve Account shall be held in such LC Reserve Account until withdrawn as provided in paragraph clauses (bii), (ciii), (div) or and (ev) below. The Administrative Agent shall maintain records enabling it to determine the amounts paid over to it and deposited in the LC Reserve Accounts in respect of each Letter of Credit and the amounts on deposit in respect of each Letter of Credit attributable to each Lender’s CAM Percentage. The amounts held in each Lender’s RF LC Reserve Account or CL Reserve Account, as the case may be, shall be held as a reserve against the Revolving L/C Exposures or CL L/C Exposures, as the case may beLetter of Credit Usage, shall be the property of such Lender, shall not constitute Loans to or give rise to any claim of or against any Loan Party and shall not give rise to any obligation on the part of any Borrower to pay interest to such Lender, it being agreed that the reimbursement obligations in respect of Letters of Credit shall arise only at such times as drawings are made thereunder, as provided in Section 2.05.subsection 2.8. 119

Letters of Credit. (a) In Subject to all the event that on terms and conditions hereof, satisfaction of all conditions precedent to borrowing under this Agreement and so long as no Potential Default or Event of Default is in existence, at the CAM Exchange Date any RF Company’s request the L/C Issuers may in their discretion issue letters of credit (an “L/C” and collectively the “L/Cs”) for the account of the Company subject to availability under the Revolving Credit, and the Banks hereby agree to participate therein as more fully described in Section 1.8 hereof. Each L/C shall be issued pursuant to an Application for Letter of Credit (the “L/C Agreement”) in the form of Exhibit B hereto. The L/Cs shall consist of standby and commercial letters of credit. Each L/C shall have an expiry date not more than one year from the date of issuance thereof (but in no event later than the Termination Date). The amount available to be drawn under each L/C issued pursuant hereto shall be outstanding and undrawn deducted from the credit otherwise available under the Revolving Credit. In consideration of the issuance of L/Cs the Company agrees to pay each L/C Issuer a fee (the “L/C Fee”) in whole or in part, each Revolving Facility Lender shall promptly pay over the amount per annum equal to the Administrative Agent, Applicable Margin for Eurodollar Loans (computed on the basis of a 360 day year and actual days elapsed) of the face amount of each L/C issued by such L/C Issuer hereunder. In addition the Company shall pay each L/C Issuer for its own account a fronting fee (the “L/C Fronting Fee”) in immediately available funds, an amount in Dollars equal to such Lender’s Revolving Facility Percentage of such undrawn face amount, together with interest thereon from the CAM Exchange Date to the date on which such amount shall be paid to the Administrative Agent at the rate that would be applicable at the time to an ABR Revolving Loan in a principal amount equal to such undrawn face one-eighth of one percent (0.125%) of the stated amount or unreimbursed drawing, as applicable. The Administrative Agent shall establish a separate account (each, an “RF Reserve Account”) or accounts for of each Lender for the amounts received with respect to each such RF Letter of Credit pursuant to the preceding sentence. On the CAM Exchange Date, the Administrative Agent shall request the Deposit Bank to withdraw all amounts remaining in the Credit-Linked Deposit Account (after giving effect to withdrawals therefrom made pursuant to Section 2.08(d)) less the aggregate amount (if any) equal to all unreimbursed L/C Disbursements made in respect of CL Letters of Credit not yet founded issued by application of Credit-Linked Deposits as contemplated by Section 2.05(e) and deposit same in a new separate account maintained with the Administrative Agent (each a “CL Reserve Account” and together with the RF Reserve Account, the “Reserve Accounts”) or accounts for such Lender. The Administrative Agent shall deposit in each Lender’s RF Reserve Account or CL Reserve Account, as the case may be, such Lender’s CAM Percentage of the amounts received from the Revolving Facility Lenders or the Credit-Linked Deposit Account, as the case may be, as provided above. The Administrative Agent shall have sole dominion and control over each Reserve Account, and the amounts deposited in each Reserve Account shall be held in such Reserve Account until withdrawn as provided in paragraph (b), (c), (d) or (e) below. The Administrative Agent shall maintain records enabling it to determine the amounts paid over to it and deposited in the Reserve Accounts in respect of each Letter of Credit and the amounts on deposit in respect of each Letter of Credit attributable to each Lender’s CAM Percentage. The amounts held in each Lender’s RF Reserve Account or CL Reserve Account, as the case may be, shall be held as a reserve against the Revolving L/C Exposures or CL Issuer hereunder. The Company shall also pay each L/C ExposuresIssuer such drawing, negotiation, amendment and other administrative fees in connection with each L/C as may be generally established by such L/C Issuer from time to time for letters of credit issued by it (the case may be, “L/C Administrative Fees”). All L/C Fees shall be the property of such Lender, shall not constitute Loans to or give rise to any claim of or against any Loan Party and shall not give rise to any obligation payable quarterly in arrears on the part last day of any Borrower to pay interest to such Lendereach calendar quarter and on the Termination Date, it being agreed that and all L/C Administrative Fees and L/C Fronting Fees shall be payable on the reimbursement obligations in respect date of Letters issuance of Credit shall arise only at such times as drawings are made thereundereach L/C hereunder and on the date of each extension, as provided in Section 2.05.if any, of the expiry date of each L/C.

Letters of Credit. If any change in any Legal Requirement or in the interpretation thereof by any court or administrative or Governmental Authority charged with the administration thereof shall either (ai) In impose, modify, or deem applicable any reserve, special deposit, or similar requirement against letters of credit issued by or risk participated in by, or assets held by, or deposits in or for the event that account of, any Issuing Lender or any Lender or (ii) impose on any Issuing Lender or any Lender any other condition regarding the CAM Exchange Date provisions of this Agreement relating to the Letters of Credit or any RF Letter of Credit Obligations, and the result of any event referred to in the preceding clause (i) or (ii) shall be outstanding and undrawn to increase the cost to any Issuing Lender of issuing or maintaining any Letter of Credit, or increase the cost to such Lender of its risk participation in whole any Letter of Credit (which increase in cost shall be determined by such Issuing Lender’s or in partsuch Lender’s reasonable allocation of the aggregate of such cost increases resulting from such event), each Revolving Facility then, upon demand by such Issuing Lender shall promptly pay over or such Lender (with a copy sent to the Administrative Agent, in immediately available funds, an amount in Dollars equal to such Lender’s Revolving Facility Percentage of such undrawn face amount, together with interest thereon from the CAM Exchange Date to the date on which such amount shall be paid to the Administrative Agent at the rate that would be applicable at the time to an ABR Revolving Loan in a principal amount equal to such undrawn face amount or unreimbursed drawing, as applicable. The Administrative Agent shall establish a separate account (each, an “RF Reserve Account”) or accounts for each Lender for the amounts received with respect to each such RF Letter of Credit pursuant to the preceding sentence. On the CAM Exchange Date, the Administrative Agent shall request the Deposit Bank to withdraw all amounts remaining in the Credit-Linked Deposit Account (after giving effect to withdrawals therefrom made pursuant to Section 2.08(d)) less the aggregate amount (if any) equal to all unreimbursed L/C Disbursements made in respect of CL Letters of Credit not yet founded by application of Credit-Linked Deposits as contemplated by Section 2.05(e) and deposit same in a new separate account maintained with the Administrative Agent (each a “CL Reserve Account” and together with the RF Reserve Account, the “Reserve Accounts”) or accounts for such Lender. The Administrative Agent shall deposit in each Lender’s RF Reserve Account or CL Reserve Account, as the case may be, the Borrower shall pay to the Administrative Agent (for the account of such Issuing Lender or Lender), as the case may be, from time to time as specified by such Issuing Lender or such Lender’s CAM Percentage , additional amounts which shall be sufficient to compensate such Issuing Lender or such Lender for such increased cost. Each Issuing Lender and each Lender agrees to use commercially reasonable efforts (consistent with internal policy and legal and regulatory restrictions) to designate a different Lending Office for the booking of its Letters of Credit or risk participations if the amounts received from making of such designation would avoid the Revolving Facility Lenders effect of this paragraph and would not, in the reasonable judgment of such Issuing Lender or such Lender, be otherwise disadvantageous to such Issuing Lender or such Lender, as the Credit-Linked Deposit Accountcase may be. A certificate as to such increased cost incurred by such Issuing Lender or such Lender, as the case may be, as provided above. The Administrative Agent shall have sole dominion and control over each Reserve Account, and the amounts deposited a result of any event mentioned in each Reserve Account shall be held in such Reserve Account until withdrawn as provided in paragraph clause (b), (c), (di) or (eii) below. The Administrative Agent shall maintain records enabling it above, and detailing the calculation of such increased costs submitted by such Issuing Lender or such Lender to determine the amounts paid over to it and deposited in the Reserve Accounts in respect of each Letter of Credit and the amounts on deposit in respect of each Letter of Credit attributable to each Lender’s CAM Percentage. The amounts held in each Lender’s RF Reserve Account or CL Reserve Account, as the case may beBorrower, shall be held as a reserve against the Revolving L/C Exposures or CL L/C Exposuresconclusive and binding for all purposes, as the case may be, shall be the property of such Lender, shall not constitute Loans to or give rise to any claim of or against any Loan Party and shall not give rise to any obligation on the part of any Borrower to pay interest to such Lender, it being agreed that the reimbursement obligations in respect of Letters of Credit shall arise only at such times as drawings are made thereunder, as provided in Section 2.05absent manifest error.

Letters of Credit. (a) In the event that on the CAM Exchange Date any RF Letter of Credit shall be outstanding and undrawn in whole or in part, or any amount drawn under a Letter of Credit shall not have been reimbursed either by Borrowers or with the proceeds of a Revolving Loan, each Revolving Facility Lender shall promptly pay over to the Administrative Agent, in immediately available fundsfunds in the same currency as such Letter of Credit, in the case of any undrawn amount, and in Dollars, in the case of any unreimbursed amount, an amount in Dollars equal to such Revolving Lender’s Revolving Facility Percentage 's applicable Pro Rata Share of such undrawn face amountamount or (to the extent it has not already done so) such unreimbursed drawing, as the case may be, together with interest thereon from the CAM Exchange Date to the date on which such amount shall be paid to the Administrative Agent at the rate that would be applicable at the time to an ABR a Base Rate Revolving Loan Loan, in a principal amount equal to such undrawn face amount or unreimbursed drawing, as applicableamount. The Administrative Agent shall establish a separate interest bearing account (each, an “RF Reserve Account”) or accounts for each Lender (each, an "LC Reserve Account") for the amounts received with respect to each such RF Letter of Credit pursuant to the preceding sentence. On the CAM Exchange Date, the Administrative Agent shall request the Deposit Bank to withdraw all amounts remaining in the Credit-Linked Deposit Account (after giving effect to withdrawals therefrom made pursuant to Section 2.08(d)) less the aggregate amount (if any) equal to all unreimbursed L/C Disbursements made in respect of CL Letters of Credit not yet founded by application of Credit-Linked Deposits as contemplated by Section 2.05(e) and deposit same in a new separate account maintained with the Administrative Agent (each a “CL Reserve Account” and together with the RF Reserve Account, the “Reserve Accounts”) or accounts for such Lender. The Administrative Agent shall deposit in each Lender’s RF 's LC Reserve Account or CL Reserve Account, as the case may be, such Lender’s 's CAM Percentage of the amounts received from the Revolving Facility Lenders or the Credit-Linked Deposit Account, as the case may be, as provided above. The Administrative Agent shall have sole dominion and control over each LC Reserve Account, and the amounts deposited in each LC Reserve Account shall be held in such LC Reserve Account until withdrawn as provided in paragraph (b), (c), (d) or (e) below. The Administrative Agent shall maintain records enabling it to determine the amounts paid over to it and deposited in the LC Reserve Accounts in respect of each Letter of Credit and the amounts on deposit in respect of each Letter of Credit attributable to each Lender’s 's CAM Percentage. The amounts held in each Lender’s RF 's LC Reserve Account or CL Reserve Account, as the case may be, shall be held as a reserve against the Revolving L/C Exposures or CL L/C Exposures, as the case may beoutstanding LC Obligations, shall be the property of such Lender, shall not constitute Loans to or give rise to any claim of or against any Loan Credit Party and shall not give rise to any obligation on the part of any Borrower to pay interest to such Lender, it being agreed that the reimbursement obligations in respect of Letters of Credit shall arise only at such times as drawings are made thereunder, as provided in Section 2.052.10.

Letters of Credit. (a) In the event that on the CAM Exchange Date any RF Letter of Credit shall be outstanding and undrawn in whole or in part, or any amount drawn under a Letter of Credit shall not have been reimbursed by the applicable Borrower or with the proceeds of a Revolving Credit Borrowing or Revolving (Canadian) Credit Borrowing, as the case may be, each Lender having a Revolving Facility Lender LC Exposure or Revolving (Canadian) Facility LC Exposure, as the case may be, with respect to such Letter of Credit shall promptly pay over to the Administrative Agent, in immediately available fundsfunds in the same currency as such Letter of Credit, in the case of any undrawn amount, and in U.S. Dollars, in the case of any unreimbursed amount, an amount in Dollars equal to such Lender’s Revolving Facility 's Applicable Percentage of such undrawn face amountamount or (to the extent it has not already done so) such unreimbursed drawing, as the case may be, together with interest thereon from the CAM Exchange Date to the date on which such amount shall be paid to the Administrative Agent at the rate that would be applicable at the time to an ABR Revolving Loan or Canadian Prime Rate Loan, as the case may be, in a principal amount equal to such undrawn face amount or unreimbursed drawing, as applicableamount. The Administrative Agent shall establish a separate account (each, an “RF Reserve Account”) or accounts for each Lender (each, an "LC RESERVE ACCOUNT") for the amounts received with respect to each such RF Letter of Credit pursuant to the preceding sentence. On the CAM Exchange Date, the Administrative Agent shall request the Deposit Bank to withdraw all amounts remaining in the Credit-Linked Deposit Account (after giving effect to withdrawals therefrom made pursuant to Section 2.08(d)) less the aggregate amount (if any) equal to all unreimbursed L/C Disbursements made in respect of CL Letters of Credit not yet founded by application of Credit-Linked Deposits as contemplated by Section 2.05(e) and deposit same in a new separate account maintained with the Administrative Agent (each a “CL Reserve Account” and together with the RF Reserve Account, the “Reserve Accounts”) or accounts for such Lender. The Administrative Agent shall deposit in each Lender’s RF 's LC Reserve Account or CL Reserve Account, as the case may be, such Lender’s 's CAM Percentage of the amounts received from the Revolving Facility Lenders or the Credit-Linked Deposit Account, as the case may be, as provided above. The Administrative Agent shall have sole dominion and control over each LC Reserve Account, and the amounts deposited in each LC Reserve Account shall be held in such LC Reserve Account until withdrawn as provided in paragraph (b), (c), (d) or (e) below. The Administrative Agent shall maintain records enabling it to determine the amounts paid over to it and deposited in the LC Reserve Accounts in respect of each Letter of Credit and the amounts on deposit in respect of each Letter of Credit attributable to each Lender’s 's CAM Percentage. The amounts held in each Lender’s RF 's LC Reserve Account or CL Reserve Account, as the case may be, shall be held as a reserve against the outstanding Revolving L/C Exposures Facility LC Exposure or CL L/C ExposuresRevolving (Canadian) Facility LC Exposure, as the case may be, shall be the property of such Lender, shall not constitute Loans to or give rise to any claim of or against any Loan Party and shall not give rise to any obligation on the part of any either Borrower to pay interest to such Lender, it being agreed that the reimbursement obligations in respect of Letters of Credit shall arise only at such times as drawings are made thereunder, as provided in Section 2.05ARTICLE III.

Letters of Credit. (a) In the event that on the CAM Exchange Date any RF Letter of Credit shall be outstanding and undrawn in whole or in part, or any amount drawn under a Letter of Credit shall not have been reimbursed either by Borrowers or with the proceeds of a Multicurrency Revolving Loan, each Multicurrency Revolving Facility Lender shall promptly pay over to the Administrative Agent, in immediately available fundsfunds in the same currency as such Letter of Credit, in the case of any undrawn amount, and in Dollars, in the case of any unreimbursed amount, an amount in Dollars equal to such Multicurrency Revolving Lender’s Revolving Facility Percentage Multicurrency Revolver Pro Rata Share of such undrawn face amountamount or (to the extent it has not already done so) such unreimbursed drawing, as the case may be, together with interest thereon from the CAM Exchange Date to the date on which such amount shall be paid to the Administrative Agent at the rate that would be applicable at the time to an ABR a Base Rate Multicurrency Revolving Loan Loan, in a principal amount equal to such undrawn face amount or unreimbursed drawing, as applicableamount. The Administrative Agent shall establish a separate interest bearing account or accounts for each Lender (each, an “RF LC Reserve Account”) or accounts for each Lender for the amounts received with respect to each such RF Letter of Credit pursuant to the preceding sentence. On the CAM Exchange Date, the Administrative Agent shall request the Deposit Bank to withdraw all amounts remaining in the Credit-Linked Deposit Account (after giving effect to withdrawals therefrom made pursuant to Section 2.08(d)) less the aggregate amount (if any) equal to all unreimbursed L/C Disbursements made in respect of CL Letters of Credit not yet founded by application of Credit-Linked Deposits as contemplated by Section 2.05(e) and deposit same in a new separate account maintained with the Administrative Agent (each a “CL Reserve Account” and together with the RF Reserve Account, the “Reserve Accounts”) or accounts for such Lender. The Administrative Agent shall deposit in each Lender’s RF LC Reserve Account or CL Reserve Account, as the case may be, such Lender’s CAM Percentage of the amounts received from the Multicurrency Revolving Facility Lenders or the Credit-Linked Deposit Account, as the case may be, as provided above. The Administrative Agent shall have sole dominion and control over each LC Reserve Account, and the amounts deposited in each LC Reserve Account shall be held in such LC Reserve Account until withdrawn as provided in paragraph (b), (c), (d) or (e) below. The Administrative Agent shall maintain records enabling it to determine the amounts paid over to it and deposited in the LC Reserve Accounts in respect of each Letter of Credit and the amounts on deposit in respect of each Letter of Credit attributable to each Lender’s CAM Percentage. The amounts held in each Lender’s RF LC Reserve Account or CL Reserve Account, as the case may be, shall be held as a reserve against the Revolving L/C Exposures or CL L/C Exposures, as the case may beoutstanding LC Obligations, shall be the property of such Lender, shall not constitute Loans to or give rise to any claim of or against any Loan Credit Party and shall not give rise to any obligation on the part of any Borrower to pay interest to such Lender, it being 176 agreed that the reimbursement obligations in respect of Letters of Credit shall arise only at such times as drawings are made thereunder, as provided in Section 2.052.10.

Letters of Credit. (a) In the event that on the CAM Exchange Date any RF Letter of Credit shall be outstanding and undrawn in whole or in part, or any L/C Disbursement shall not have been reimbursed by the applicable Borrower or with the proceeds of a Revolving Borrowing or Swingline Borrowing, each Revolving Facility Lender shall promptly pay over to the Administrative Agent, in immediately available funds, an amount in U.S. Dollars equal to such Lender’s Revolving Facility Percentage of such undrawn face amountamount or (to the extent it has not already done so) such unreimbursed drawing, as applicable, together with interest thereon from the CAM Exchange Date to the date on which such amount shall be paid to the Administrative Agent at the rate that would be applicable at the time to an ABR Revolving Loan in a principal amount equal to such undrawn face amount or unreimbursed drawing, as applicable. The Administrative Agent shall establish a separate account (each, an “RF a “ Reserve Account”) or accounts for each Lender for the amounts received with respect to each such RF Letter of Credit pursuant to the preceding sentence. On the CAM Exchange Date, the Administrative Agent shall request the Deposit Bank to withdraw all amounts remaining in the Credit-Linked Deposit Account (after giving effect to withdrawals therefrom made pursuant to Section 2.08(d)) less the aggregate amount (if any) equal to all unreimbursed L/C Disbursements made in respect of CL Letters of Credit not yet founded by application of Credit-Linked Deposits as contemplated by Section 2.05(e) and deposit same in a new separate account maintained with the Administrative Agent (each a “CL Reserve Account” and together with the RF Reserve Account, the “Reserve Accounts”) or accounts for such Lender. The Administrative Agent shall deposit in each Lender’s RF Reserve Account or CL Reserve Account, as the case may be, such Lender’s CAM Percentage of the amounts received from the Revolving Facility Lenders or the Credit-Linked Deposit Account, as the case may be, as provided above. For the purposes of this paragraph, the U.S. Dollar Equivalent of each Lender’s participation in each Letter of Credit denominated in an Alternative Currency shall be the amount in U.S. Dollars determined by the Administrative Agent to be required in order for the Administrative Agent to purchase currency in the applicable Alternative Currency in an amount sufficient to enable it to deposit the actual amount of such participation in such undrawn Letter of Credit in the applicable Alternative Currency in such Lender’s Reserve Account. The Administrative Agent shall have sole dominion and control over each Reserve Account, and the amounts deposited in each Reserve Account shall be held in such Reserve Account until withdrawn as provided in paragraph (b), (c), (d) or (e) below. The Administrative Agent shall maintain records enabling it to determine the amounts paid over to it and deposited in the Reserve Accounts in respect of each Letter of Credit and the amounts on deposit in respect of each Letter of Credit attributable to each Lender’s CAM Percentage. The amounts held in each Lender’s RF Reserve Account or CL Reserve Account, as the case may be, shall be held as a reserve against the Revolving L/C Exposures or CL L/C Exposures, as the case may beExposure, shall be the property of such Lender, shall not constitute Loans to or give rise to any claim of or against any Loan Party and shall not give rise to any obligation on the part of any Borrower Loan Party to pay interest to such LenderLender or any other obligation of any Loan Party, it being agreed that the reimbursement obligations in respect of Letters of Credit shall arise only at such times as drawings are made thereunder, as provided in Section 2.05.

Letters of Credit. (a) In the event that on the CAM Exchange Date any RF Letter of Credit shall be outstanding and undrawn in whole or in part, or any amount drawn under a Letter of Credit shall not have been reimbursed by any Borrower or with the proceeds of a Revolving Loan, each Revolving Facility Lender shall promptly pay over to the Administrative Agent, in immediately available fundsfunds and in dollars, an amount in Dollars equal to such Revolving Lender’s Revolving Facility Applicable Percentage (as notified to such Lender by the Administrative Agent) of such Letter of Credit’s undrawn face amountamount (or, in the case of any Letter of Credit denominated in a currency other than dollars, the Dollar Equivalent thereof) or (to the extent it has not already done so) such Letter of Credit’s unreimbursed drawing (or, in the case of any Letter of Credit denominated in a currency other than dollars, the Dollar Equivalent thereof), together with interest thereon from the CAM Exchange Date to the date on which such amount shall be paid to the Administrative Agent at the rate that would be applicable at the time to an ABR Revolving Loan in a principal amount equal to such undrawn face amount or unreimbursed drawingamount, as applicablethe case may be. The Administrative Agent shall establish a separate account or accounts for each Revolving Lender (each, an “RF LC Reserve Account”) or accounts for each Lender for the amounts received with respect to each such RF Letter of Credit pursuant to the preceding sentence. On the CAM Exchange Date, the Administrative Agent shall request the Deposit Bank to withdraw all amounts remaining in the Credit-Linked Deposit Account (after giving effect to withdrawals therefrom made pursuant to Section 2.08(d)) less the aggregate amount (if any) equal to all unreimbursed L/C Disbursements made in respect of CL Letters of Credit not yet founded by application of Credit-Linked Deposits as contemplated by Section 2.05(e) and deposit same in a new separate account maintained with the Administrative Agent (each a “CL Reserve Account” and together with the RF Reserve Account, the “Reserve Accounts”) or accounts for such Lender. The Administrative Agent shall deposit in each Revolving Lender’s RF LC Reserve Account or CL Reserve Account, as the case may be, such Lender’s CAM Percentage of the amounts received from the Revolving Facility Lenders or the Credit-Linked Deposit Account, as the case may be, as provided above. The Administrative Agent shall have sole dominion and control over each LC Reserve Account, and the amounts deposited in each LC Reserve Account shall be held in such LC Reserve Account until withdrawn as provided in paragraph (b), (c), (d) or (e) below. The Administrative Agent shall maintain records enabling it to determine the amounts paid over to it and deposited in the LC Reserve Accounts in respect of each Letter of Credit and the amounts on deposit in respect of each Letter of Credit attributable to each Lender’s CAM Percentage. The amounts held in each Lender’s RF LC Reserve Account or CL Reserve Account, as the case may be, shall be held as a reserve against the Revolving L/C Exposures or CL L/C Exposures, as the case may beLC Exposure, shall be the property of such Lender, shall not constitute Loans to or give rise to any claim of or against any Loan Party and shall not give rise to any obligation on the part of the Parent Borrower or any other Borrower to pay interest to such Lender, it being agreed that the reimbursement obligations in respect of Letters of Credit shall arise only at such times as drawings are made thereunder, as provided in Section 2.05.. CREDIT AGREEMENT, Page 171

Letters of Credit. (a) In the event that on the CAM Exchange Date any RF Letter of Credit shall be outstanding and undrawn in whole or in part, or any amount drawn under a Letter of Credit shall not have been reimbursed either by Canco or with the proceeds of a Revolving Credit Borrowing, each Revolving Facility Lender shall promptly pay over to the Administrative Agent, in immediately available fundsfunds in the same currency as such Letter of Credit, in the case of any undrawn amount, and in U.S. Dollars, in the case of any unreimbursed amount, an amount in Dollars equal to such 105 Revolving Lender’s Revolving Facility 's Applicable Percentage of such undrawn face amountamount or (to the extent it has not already done so) such unreimbursed drawing, as the case may be, together with interest thereon from the CAM Exchange Date to the date on which such amount shall be paid to the Administrative Agent at the rate that would be applicable at the time to an ABR Revolving Loan or Canadian Prime Rate Loan, as the case may be, in a principal amount equal to such undrawn face amount or unreimbursed drawing, as applicableamount. The Administrative Agent shall establish a separate account (each, an “RF Reserve Account”) or accounts for each Lender (each, an "LC Reserve Account") for the amounts received with respect to ------------------ each such RF Letter of Credit pursuant to the preceding sentence. On the CAM Exchange Date, the Administrative Agent shall request the Deposit Bank to withdraw all amounts remaining in the Credit-Linked Deposit Account (after giving effect to withdrawals therefrom made pursuant to Section 2.08(d)) less the aggregate amount (if any) equal to all unreimbursed L/C Disbursements made in respect of CL Letters of Credit not yet founded by application of Credit-Linked Deposits as contemplated by Section 2.05(e) and deposit same in a new separate account maintained with the Administrative Agent (each a “CL Reserve Account” and together with the RF Reserve Account, the “Reserve Accounts”) or accounts for such Lender. The Administrative Agent shall deposit in each Lender’s RF 's LC Reserve Account or CL Reserve Account, as the case may be, such Lender’s 's CAM Percentage of the amounts received from the Revolving Facility Lenders or the Credit-Linked Deposit Account, as the case may be, as provided above. The Administrative Agent shall have sole dominion and control over each LC Reserve Account, and the amounts deposited in each LC Reserve Account shall be held in such L/C Reserve Account until withdrawn as provided in paragraph (b), (c), (d) or (e) below. The Administrative Agent shall maintain --- --- --- --- records enabling it to determine the amounts paid over to it and deposited in the LC Reserve Accounts in respect of each Letter of Credit and the amounts on deposit in respect of each Letter of Credit attributable to each Lender’s 's CAM Percentage. The amounts held in each Lender’s RF 's LC Reserve Account or CL Reserve Account, as the case may be, shall be held as a reserve against the Revolving outstanding L/C Exposures or CL L/C Exposures, as the case may beExposure, shall be the property of such Lender, shall not constitute Loans to or give rise to any claim of or against any Loan Party and shall not give rise to any obligation on the part of any either Borrower to pay interest to such Lender, it being agreed that the reimbursement obligations in respect of Letters of Credit shall arise only at such times as drawings are made thereunder, as provided in Section 2.05.Article III. -----------

Letters of Credit. (a) In the event that on the CAM Exchange Date any RF Letter of Credit shall be outstanding and undrawn in whole or in part, or any amount drawn under a Letter of Credit shall not have been reimbursed either by the Borrowers or with the proceeds of a Revolving Loan, each Revolving Facility Lender shall promptly pay over to the Administrative Agent, in immediately available fundsfunds in the same currency as such Letter of Credit, as the case may be, in the case of any undrawn amount, and in Dollars, in the case of any unreimbursed amount, an amount in Dollars equal to such Lender’s Revolving Facility Applicable Revolver Percentage (before giving effect to the CAM Exchange) of such undrawn face amountamount or (to the extent it has not already done so) such unreimbursed drawing, as the case may be, together with interest thereon from the CAM Exchange Date to the date on which such amount shall be paid to the Administrative Agent at the rate that would be applicable at the time to an ABR Revolving Loan Borrowing, in a principal amount equal to such undrawn face amount or unreimbursed drawing, as applicableamount. The Administrative Agent shall establish a separate interest bearing account or accounts for each Lender (each, an “RF LC Reserve Account”) or accounts for each Lender for the amounts received with respect to each such RF Letter of Credit pursuant to the preceding sentence. On the CAM Exchange Date, the Administrative Agent shall request the Deposit Bank to withdraw all amounts remaining in the Credit-Linked Deposit Account (after giving effect to withdrawals therefrom made pursuant to Section 2.08(d)) less the aggregate amount (if any) equal to all unreimbursed L/C Disbursements made in respect of CL Letters of Credit not yet founded by application of Credit-Linked Deposits as contemplated by Section 2.05(e) and deposit same in a new separate account maintained with the Administrative Agent (each a “CL Reserve Account” and together with the RF Reserve Account, the “Reserve Accounts”) or accounts for such Lender. The Administrative Agent shall deposit in each Lender’s RF LC Reserve Account or CL Reserve Account, as the case may be, such Lender’s CAM Percentage of the amounts received from the Revolving Facility Lenders or the Credit-Linked Deposit Account, as the case may be, as provided above. The Administrative Agent shall have sole dominion and control over each LC Reserve Account, and the amounts deposited in each LC Reserve Account shall be held in such LC Reserve Account until withdrawn as provided in paragraph (b), (c), (d) or (e) below. The Administrative Agent shall maintain records enabling it to determine the amounts paid over to it and deposited in the LC Reserve Accounts in respect of each Letter of Credit and the amounts on deposit in respect of each Letter of Credit attributable to each Lender’s CAM Percentage. The amounts held in each Lender’s RF LC Reserve Account or CL Reserve Account, as the case may be, shall be held as a reserve against the Revolving L/C Exposures or CL L/C Exposures, as the case may beLetters of Credit, shall be the property of such Lender, shall not constitute Loans to or give rise to any claim of or against any Loan Credit Party and shall not give rise to any obligation on the part of any Borrower to pay interest to such Lender, it being agreed that the reimbursement obligations in respect of Letters of Credit shall arise only at such times as drawings are made thereunder, as provided in Section 2.052.06.

Letters of Credit. (a) In the event that on the CAM Exchange Date any RF Letter of Credit shall be outstanding and undrawn in whole or in part, or any L/C Disbursement shall not have been reimbursed by the Company or with the proceeds of a U.S. Revolving Loan or Swingline Borrowing, each Revolving Facility U.S. Lender shall promptly pay over to the U.S. Administrative Agent, in immediately available funds, an amount in U.S. Dollars equal to such U.S. Lender’s Revolving Facility 's Applicable Percentage of such undrawn face amountamount or (to the extent it has not already done so) such unreimbursed drawing, as applicable, together with interest thereon from the CAM Exchange Date to the date on which such amount shall be paid to the U.S. Administrative Agent at the rate that would be applicable at the time to an ABR U.S. Revolving Loan in a principal amount equal to such undrawn face amount or unreimbursed drawing, as applicable. The U.S. Administrative Agent shall establish a separate account (each, an “RF a "Reserve Account”") or accounts for each Lender for the amounts received with respect to each such RF Letter of Credit pursuant to the preceding sentence. On the CAM Exchange Date, the Administrative Agent shall request the Deposit Bank to withdraw all amounts remaining in the Credit-Linked Deposit Account (after giving effect to withdrawals therefrom made pursuant to Section 2.08(d)) less the aggregate amount (if any) equal to all unreimbursed L/C Disbursements made in respect of CL Letters of Credit not yet founded by application of Credit-Linked Deposits as contemplated by Section 2.05(e) and deposit same in a new separate account maintained with the Administrative Agent (each a “CL Reserve Account” and together with the RF Reserve Account, the “Reserve Accounts”) or accounts for such Lender. The U.S. Administrative Agent shall deposit in each such Lender’s RF 's Reserve Account or CL Reserve Account, as the case may be, such Lender’s 's CAM Percentage of the amounts received from the Revolving Facility U.S. Lenders or the Credit-Linked Deposit Account, as the case may be, as provided above. The U.S. Administrative Agent shall have sole dominion and control over each Reserve Account, and the amounts deposited in each Reserve Account shall be held in such Reserve Account until withdrawn as provided below in paragraph (b), (c), (d) or (e) belowthis Section. The U.S. Administrative Agent shall maintain records enabling it to determine the amounts paid over to it and deposited in the Reserve Accounts in respect of each Letter of Credit and the amounts on deposit in respect of each Letter of Credit attributable to each Lender’s 's CAM Percentage. The amounts held in each such Lender’s RF 's Reserve Account or CL Reserve Account, as the case may be, shall be held as a reserve against the Revolving L/C Exposures or CL L/C LC Exposures, as the case may be, shall be the property of such Lender, shall not constitute Loans to or give rise to any claim of or against any Loan Party either Borrower and shall not give rise to any obligation on the part of any either Borrower to pay interest to such Lender, it being agreed that the reimbursement obligations in respect of Letters of Credit shall arise only at such times as drawings are made thereunder, as provided in Section 2.052.04.

Letters of Credit. (a) In As part of the event amount of the Loan available to the Company pursuant to Section 1.1, the Company shall have the right to obtain from the Administrative Agent standby letters of credit in face amounts aggregating up to $25,000,000.00 at any one time outstanding, provided that on no letter of credit shall have an expiry date later than one year from the CAM Exchange date of issuance, nor shall any such expiry date be later than the Termination Date any RF Letter unless such standby letter of Credit credit is secured through the deposit with the Administrative Agent for the benefit of the Banks of cash equal to the face amount of the letter of credit. Each letter of credit shall be issued by The Huntington National Bank as Administrative Agent in the name of The Huntington National Bank. Each of the Banks hereby absolutely and unconditionally purchases from The Huntington National Bank, and The Huntington National Bank hereby sells to each of the Banks, an undivided participation interest in each letter of credit issued under this Agreement and in each letter of credit issued and outstanding under the First Restated Agreement in an amount equal to each Bank's Pro Rata Share. At the time of and undrawn in whole or in partas a condition to the issuance of each standby letter of credit under this Agreement, each Revolving Facility Lender the Company shall promptly pay over to the Administrative Agent, in immediately available fundsfor the benefit of the Banks, an amount in Dollars annual issuance fee equal to such Lender’s Revolving Facility Percentage one percent (1%) of such undrawn the face amount, together with interest thereon from amount of the CAM Exchange Date letter of credit. The Company shall pay to the date on which Administrative Agent, individually, its customary fees associated with the administration of standby letters of credit, including but not limited to those fees associated with the issuance of routine amendments and the processing of drawings. The Company's obligation to reimburse the Banks for the amount of a drawing under any standby letter of credit issued as part of the Loan shall be evidenced by a reimbursement agreement in the form customarily used by The Huntington National Bank. Upon any failure of the Company promptly to reimburse the Administrative Agent pursuant to the terms of any reimbursement agreement executed and delivered in connection with the Loan, following any drawing upon a letter of credit, such reimbursement amount shall be paid to immediately funded by the Administrative Agent at through the rate that would be applicable at making of an Advance under the time to an ABR Revolving Loan in a principal amount equal to such undrawn face amount or unreimbursed drawing, as applicableLoan. The Administrative Agent shall establish a separate account (each, an “RF Reserve Account”) or accounts for each Lender Advances for the amounts received with respect purpose of paying unreimbursed letter of credit drawings shall continue to each such RF Letter of Credit pursuant to the preceding sentence. On the CAM Exchange Date, be made by the Administrative Agent and funded by the Banks pro rata notwithstanding the existence of any Event of Default or any other cause; provided, however, that in no event shall request the Deposit Bank Banks be obligated to withdraw all amounts remaining lend more than $190,000,000.00 in the Credit-Linked Deposit Account (after giving effect aggregate, nor shall any individual Bank be obligated to withdrawals therefrom made pursuant to Section 2.08(d)) less lend more than the aggregate amount (if any) equal to all unreimbursed L/C Disbursements made in respect of CL Letters of Credit not yet founded by application of Credit-Linked Deposits as contemplated by Section 2.05(e) and deposit same in a new separate account maintained with the Administrative Agent (each a “CL Reserve Account” and together with the RF Reserve Account, the “Reserve Accounts”) or accounts for such Lender. The Administrative Agent shall deposit in each Lender’s RF Reserve Account or CL Reserve Account, as the case may be, such Lender’s CAM Percentage of the amounts received from the Revolving Facility Lenders or the Credit-Linked Deposit Account, as the case may be, as provided above. The Administrative Agent shall have sole dominion and control over each Reserve Account, and the amounts deposited in each Reserve Account shall be held in such Reserve Account until withdrawn as provided in paragraph (b), (c), (d) or (e) below. The Administrative Agent shall maintain records enabling it to determine the amounts paid over to it and deposited in the Reserve Accounts in respect of each Letter of Credit and the amounts on deposit in respect of each Letter of Credit attributable to each Lender’s CAM Percentage. The amounts held in each Lender’s RF Reserve Account or CL Reserve Account, as the case may be, shall be held as a reserve against the Revolving L/C Exposures or CL L/C Exposures, as the case may be, shall be the property of such Lender, shall not constitute Loans to or give rise to any claim of or against any Loan Party and shall not give rise to any obligation on the part of any Borrower to pay interest to such Lender, it being agreed that the reimbursement obligations in respect of Letters of Credit shall arise only at such times as drawings are made thereunder, as provided in Section 2.05its Commitment Limit.

Letters of Credit. (ai) In the event that on the CAM FAM Exchange Date any RF Letter of Credit shall be outstanding and undrawn in whole or in partpart or there shall be any unpaid L/C Obligation under any such Letter of Credit, each Revolving Facility applicable Lender shall shall, before giving effect to the FAM Exchange, promptly pay over to the Administrative Agent, in immediately available fundsfunds and in the currency that each such Letter of Credit is denominated, an amount in Dollars equal to such Lender’s Revolving Facility Applicable Percentage of U.S. Revolving Credit Loans or Australian Revolving Credit Loans, as applicable, of each such Letter of Credit’s undrawn face amountamount or (to the extent it has not already done so) such L/C Obligation, as the case may be, together with interest thereon from the CAM FAM Exchange Date to the date on which such amount shall be paid to the Administrative Agent at the rate that would be applicable at the time to an ABR a U.S. Revolving Credit Loan that is a Base Rate Loan in a principal amount equal to such undrawn face amount or unreimbursed drawingamount, as applicablethe case may be. The Administrative Agent shall establish a separate account or accounts for each Lender (each, an “RF L/C Reserve Account”) or accounts for each Lender for the amounts received with respect to each such RF Letter of Credit and/or L/C Obligation pursuant to the preceding sentence. On the CAM Exchange Date, the Administrative Agent shall request the Deposit Bank to withdraw all amounts remaining in the Credit-Linked Deposit Account (after giving effect to withdrawals therefrom made pursuant to Section 2.08(d)) less the aggregate amount (if any) equal to all unreimbursed L/C Disbursements made in respect of CL Letters of Credit not yet founded by application of Credit-Linked Deposits as contemplated by Section 2.05(e) and deposit same in a new separate account maintained with the Administrative Agent (each a “CL Reserve Account” and together with the RF Reserve Account, the “Reserve Accounts”) or accounts for such Lender. The Administrative Agent shall deposit in each Lender’s RF L/C Reserve Account or CL Reserve Account, as the case may be, such Lender’s CAM FAM Percentage of the amounts received from the Revolving Facility Lenders or the Credit-Linked Deposit Account, as the case may be, as provided above. The Administrative Agent shall have sole dominion and control over each L/C Reserve Account, and the amounts deposited in each L/C Reserve Account shall be held in such L/C Reserve Account until withdrawn as provided in paragraph (bii), (ciii), (div) or (ev) below. The Administrative Agent shall maintain records enabling it to determine the amounts paid over to it and deposited in the L/C Reserve Accounts in respect of each Letter of Credit and/or L/C Obligation and the amounts on deposit in respect of each Letter of Credit and/or L/C Obligation attributable to each Lender’s CAM FAM Percentage. The amounts held in each Lender’s RF L/C Reserve Account or CL Reserve Account, as the case may be, shall be held as a reserve against such Lender’s Applicable Percentage of the Revolving L/C Exposures or CL L/C Exposures, as the case may beObligations then outstanding, shall be the property of such Lender, shall not constitute Loans to or give rise to any claim of or against any Loan Party and shall not give rise to any obligation on the part of any Borrower to pay interest to such Lender, it being agreed that the reimbursement obligations in respect of Letters of Credit shall arise only at such times as drawings are made thereunder, as provided in Section 2.052.03.

Letters of Credit. (a) In the event that on the date on which a CAM Exchange Date occurs any RF Letter of Credit shall be outstanding and undrawn in whole or in part, or any amount drawn under any such Letter of Credit shall not have been reimbursed by the applicable Borrower or with the proceeds of a Revolving Loan, each Revolving Facility Lender having, on such date and prior to giving effect to the CAM Exchange, LC Exposure with respect to such Letter of Credit shall promptly pay over to the Administrative Agent, in immediately available funds, in the case of any undrawn amount, and in U.S. Dollars, in the case of any unreimbursed amount, an amount in Dollars equal to such Lender’s Revolving Facility Applicable Percentage of such undrawn face amountamount or (to the extent it has not already done so) such unreimbursed drawing, as the case may be, together with interest thereon from the date on which such CAM Exchange Date occurs to the date on which such amount shall be paid to the Administrative Agent at the rate that would be applicable at the time to an ABR Revolving Loan in a principal amount equal to such undrawn face amount or unreimbursed drawing, as applicableamount. The Administrative Agent shall establish a separate account or accounts for each Lender (each, an “RF LC Reserve Account”) or accounts for each Lender for the amounts received with respect to each such RF Letter of Credit pursuant to the preceding sentence. On the CAM Exchange Date, the Administrative Agent shall request the Deposit Bank to withdraw all amounts remaining in the Credit-Linked Deposit Account (after giving effect to withdrawals therefrom made pursuant to Section 2.08(d)) less the aggregate amount (if any) equal to all unreimbursed L/C Disbursements made in respect of CL Letters of Credit not yet founded by application of Credit-Linked Deposits as contemplated by Section 2.05(e) and deposit same in a new separate account maintained with the Administrative Agent (each a “CL Reserve Account” and together with the RF Reserve Account, the “Reserve Accounts”) or accounts for such Lender. The Administrative Agent shall deposit in each Lender’s RF LC Reserve Account or CL Reserve Account, as the case may be, such Lender’s CAM Percentage of the amounts received from the Revolving Facility Lenders or the Credit-Linked Deposit Account, as the case may be, as provided above. The Administrative Agent shall have sole dominion and control over each LC Reserve Account, and the amounts deposited in each LC Reserve Account shall be held in such LC Reserve Account until withdrawn as provided in paragraph (b), (c), (d) or (e) below. The Administrative Agent shall maintain records enabling it to determine the amounts paid over to it and deposited in the LC Reserve Accounts in respect of each Letter of Credit and the amounts on deposit in respect of each Letter of Credit attributable to each Lender’s CAM Percentage. The amounts held in each Lender’s RF LC Reserve Account or CL Reserve Account, as the case may be, shall be held as a reserve against the Revolving L/C Exposures or CL L/C Exposures, as the case may beoutstanding LC Exposure, shall be the property of such Lender, shall not constitute Loans to or give rise to any claim of or against any Loan Party and shall not give rise to any obligation on the part of any either Borrower to pay interest to such Lender, it being agreed that the reimbursement obligations in respect of Letters of Credit shall arise only at such times as drawings are made thereunder, as provided in Section 2.05Article II.

Letters of Credit. (a) In the event that on the CAM Exchange Date any RF Letter of Credit shall be outstanding and undrawn in whole or in part, or any amount drawn under a Letter of Credit shall not have been reimbursed by the applicable Borrower or with the proceeds of a Revolving Borrowing, each Revolving Facility Lender shall promptly pay over to the Administrative Agent, in immediately available funds, an amount in Dollars equal to such Revolving Lender’s Revolving Facility Applicable Percentage (as notified to such Lender by the Administrative Agent) of such Letter of Credit’s undrawn face amountamount or (to the extent it has not already done so) such Letter of Credit’s unreimbursed drawing (in each case, based on the Dollar Amount thereof, in the case of any Local Letters of Credit), together with interest thereon from the CAM Exchange Date to the date on which such amount shall be paid to the Administrative Agent at the rate that would be applicable at the time to an ABR Revolving Loan in a principal amount equal to such undrawn face amount or unreimbursed drawingamount, as applicablethe case may be. The Administrative Agent shall establish a separate account or accounts for each Lender (each, an “RF LC Reserve Account”) or accounts for each Lender for the amounts received with respect to each such RF Letter of Credit pursuant to the preceding sentence. On the CAM Exchange Date, the Administrative Agent shall request the Deposit Bank to withdraw all amounts remaining in the Credit-Linked Deposit Account (after giving effect to withdrawals therefrom made pursuant to Section 2.08(d)) less the aggregate amount (if any) equal to all unreimbursed L/C Disbursements made in respect of CL Letters of Credit not yet founded by application of Credit-Linked Deposits as contemplated by Section 2.05(e) and deposit same in a new separate account maintained with the Administrative Agent (each a “CL Reserve Account” and together with the RF Reserve Account, the “Reserve Accounts”) or accounts for such Lender. The Administrative Agent shall deposit in each Lender’s RF LC Reserve Account or CL Reserve Account, as the case may be, such Lender’s CAM Percentage of the amounts received from the Revolving Facility Lenders or the Credit-Linked Deposit Account, as the case may be, as provided above. The Administrative Agent shall have sole dominion and control over each LC Reserve Account, and the amounts deposited in each LC Reserve Account shall be held in such LC Reserve Account until withdrawn as provided in paragraph (b), (c), (d) or (e) below. The Administrative Agent shall maintain records enabling it to determine the amounts paid over to it and deposited in the LC Reserve Accounts in respect of each Letter of Credit and the amounts on deposit in respect of each Letter of Credit attributable to each Lender’s CAM Percentage. The amounts held in each Lender’s RF LC Reserve Account or CL Reserve Account, as the case may be, shall be held as a reserve against the Revolving L/C Exposures or CL L/C Exposures, as the case may beLC Exposure, shall be the property of such Lender, shall not constitute Loans to or give rise to any claim of or against any Loan Party and shall not give rise to any obligation on the part of any Borrower to pay interest to such Lender, it being agreed that the reimbursement obligations in respect of Letters of Credit shall arise only at such times as drawings are made thereunder, as provided in Section 2.05.

Letters of Credit. (a) In the event that on the CAM Exchange Date any RF Letter of Credit shall be outstanding and undrawn in whole or in part, each Revolving Facility Lender shall promptly pay over to the Administrative Agent, in immediately available funds, an amount in Dollars equal to such Lender’s Revolving Facility Percentage of such undrawn face amount, together with interest thereon from the CAM Exchange Date to the date on which such amount shall be paid to the Administrative Agent at the rate that would be applicable at the time to an ABR Revolving Loan in a principal amount equal to such undrawn face amount or unreimbursed drawing, as applicable. The Administrative Agent shall establish a separate account (each, an a “RF Reserve Account”) or accounts for each Lender for the amounts received with respect to each such RF Letter of Credit pursuant to the preceding sentence. On the CAM Exchange Date, the Administrative Agent shall request the Deposit Bank to withdraw all amounts remaining in the Credit-Linked Deposit Account (after giving effect to withdrawals therefrom made pursuant to Section 2.08(d)) less the aggregate amount (if any) equal to all unreimbursed L/C Disbursements made in respect of CL Letters of Credit not yet founded by application of Credit-Linked Deposits as contemplated by Section 2.05(e) and deposit same in a new separate account maintained with the Administrative Agent (each a “CL Reserve Account” and together with the RF Reserve Account, the “Reserve Accounts”) or accounts for such Lender. The Administrative Agent shall deposit in each Lender’s RF Reserve Account or CL Reserve Account, as the case may be, such Lender’s CAM Percentage of the amounts received from the Revolving Facility Lenders or the Credit-Linked Deposit Account, as the case may be, as provided above. The Administrative Agent shall have sole dominion and control over each Reserve Account, and the amounts deposited in each Reserve Account shall be held in such Reserve Account until withdrawn as provided in paragraph (b), (c), (d) or (e) below. The Administrative Agent shall maintain records enabling it to determine the amounts paid over to it and deposited in the Reserve Accounts in respect of each Letter of Credit and the amounts on deposit in respect of each Letter of Credit attributable to each Lender’s CAM Percentage. The amounts held in each Lender’s RF Reserve Account or CL Reserve Account, as the case may be, shall be held as a reserve against the Revolving L/C Exposures or CL L/C Exposures, as the case may be, shall be the property of such Lender, shall not constitute Loans to or give rise to any claim of or against any Loan Party and shall not give rise to any obligation on the part of any Borrower to pay interest to such Lender, it being agreed that the reimbursement obligations in respect of Letters of Credit shall arise only at such times as drawings are made thereunder, as provided in Section 2.05.. 148

Letters of Credit. (a) In the event that on the CAM DAM Exchange Date any RF Letter of Credit shall be outstanding and undrawn in whole or in partpart or there are any Unreimbursed Amounts, each Multicurrency Revolving Facility Credit Lender shall shall, before giving effect to the DAM Exchange, promptly pay over to the Applicable Administrative Agent, in immediately available fundsfunds and in the currencies in which Letters of Credit are denominated, an amount in Dollars equal to such Lender’s Revolving Facility Applicable Percentage of the Multicurrency Revolving Credit Facility (as notified to such Lender by the Applicable Administrative Agent), of such Letter of Credit’s undrawn face amountamount or (to the extent it has not already done so) such Letter of Credit’s Unreimbursed Amount (less any Cash Collateral held by the issuer of such Letter of Credit in respect thereof), as the case may be, together with interest thereon from the CAM DAM Exchange Date to the date on which such amount shall be paid to the Applicable Administrative Agent at the rate that would be applicable at the time to an ABR a Revolving Credit Loan that is a Base Rate Loan in a principal amount equal to such undrawn face amount or unreimbursed drawingamount, as applicablethe case may be. The Applicable Administrative Agent shall establish a separate account or accounts for each Multicurrency Revolving Credit Lender (each, an “RF L/C Reserve Account”) or accounts for each Lender for the amounts received with respect to each such RF Letter of Credit pursuant to the preceding sentence. On the CAM Exchange Date, the Administrative Agent shall request the Deposit Bank to withdraw all amounts remaining in the Credit-Linked Deposit Account (after giving effect to withdrawals therefrom made pursuant to Section 2.08(d)) less the aggregate amount (if any) equal to all unreimbursed L/C Disbursements made in respect of CL Letters of Credit not yet founded by application of Credit-Linked Deposits as contemplated by Section 2.05(e) and deposit same in a new separate account maintained with the Administrative Agent (each a “CL Reserve Account” and together with the RF Reserve Account, the “Reserve Accounts”) or accounts for such Lender. The Applicable Administrative Agent shall deposit in each Multicurrency Revolving Credit Lender’s RF L/C Reserve Account or CL Reserve Account, as the case may be, such Lender’s CAM Percentage of the amounts amount received from the such Multicurrency Revolving Facility Lenders or the Credit-Linked Deposit Account, as the case may be, Credit Lender as provided above. The Applicable Administrative Agent shall have sole dominion and control over each L/C Reserve Account, and the amounts deposited in each L/C Reserve Account shall be held in such L/C Reserve Account until withdrawn as provided in paragraph (b), (c), (d) or (e) below. The Applicable Administrative Agent shall maintain records enabling it to determine the amounts paid over to it and deposited in the L/C Reserve Accounts in respect of each Letter of Credit and the amounts on deposit in respect of each Letter of Credit attributable to each Multicurrency Revolving Credit Lender’s CAM PercentageApplicable Percentage of the Multicurrency Revolving Credit Facility. The amounts held in each Multicurrency Revolving Credit Lender’s RF L/C Reserve Account or CL Reserve Account, as the case may be, shall be held as a reserve against the Revolving L/C Exposures or CL L/C Exposures, as the case may beoutstanding Letter of Credit Obligations, shall be the property of such Multicurrency Revolving Credit Lender, shall not constitute Loans to or give rise to any claim of or against any Loan Party and shall not give rise to any obligation on the part of any Borrower the Borrowers to pay interest to such Multicurrency Revolving Credit Lender, it being agreed that the reimbursement obligations in respect of Letters of Credit shall arise only at such times as drawings are made thereunder, as provided in Section 2.052.03.

Letters of Credit. Upon the Borrower’s application from time to time by use of the Letter of Credit Issuer’s standard form Letter of Credit Application Agreement and subject to the terms and provisions therein and herein set forth, the Letter of Credit Issuer agrees to issue Letters of Credit on behalf of the Borrower under the Commitment in an aggregate unfunded amount not in excess of the LC Commitment; provided that (ai) In the event that all Letters of Credit issued on behalf of or on the CAM Exchange Date any RF account of the Borrower shall have a term of not more than one (1) year, and (ii) no Letter of Credit shall have an expiry date that is later than five (5) days before the Maturity Date, and (iii) no Letter of Credit will be issued on behalf of or for the account of the Borrower if at the time of issuance the outstanding amount of all unpaid Revolver Loan advances (including the aggregate outstanding and undrawn in whole unfunded amount of unexpired Letters of Credit then existing) under the aggregate Commitment as evidenced by the Notes plus the maximum amount of such Letter of Credit then being requested would exceed the lesser of (i) the Revolving Credit Borrowing Base, or in part(ii) the aggregate Commitment Amount. If any letter of credit is drawn upon at any time, each Revolving Facility Lender amount drawn, whether a full or partial draw thereon, shall promptly be automatically reflected as an advance on the Notes effective as of the date of the Letter of Credit Issuer’s honoring the sight draft. In consideration of the Letter of Credit Issuer’s agreement to issue standby letters of credit hereunder, the Borrower agrees to pay over to the Administrative AgentLetter of Credit Issuer, in immediately available funds, an amount in Dollars a fronting fee which shall accrue at a rate equal to such Lender’s one-eighth of one percent (0.125%) per annum of the average daily amount of the Letter of Credit Exposure. The Borrower agrees to pay to the Agent for the account of each Revolving Facility Percentage Bank a participation fee with respect to its participations in Letters of Credit under Section 2.13.5, which shall accrue at the same Applicable Margin as interest on Libor Loans on the average daily amount of such undrawn face amount, together with interest thereon Bank’s LC Exposure (excluding any portion thereof attributable to unreimbursed disbursements under Letters of Credit) during the period from and including the CAM Exchange Closing Date to but excluding the later of the date on which such amount Bank’s Commitment terminates and the date on which such Bank ceases to have any LC Exposure. Such fronting fees and participation fees shall be paid to the Administrative Agent at the rate that would be applicable at the time to an ABR Revolving Loan due quarterly in a principal amount equal to such undrawn face amount or unreimbursed drawing, arrears as applicable. The Administrative Agent shall establish a separate account (each, an “RF Reserve Account”) or accounts for each Lender for the amounts received with respect to each such RF Letter of Credit pursuant to the preceding sentence. On the CAM Exchange Date, the Administrative Agent shall request the Deposit Bank to withdraw all amounts remaining in the Credit-Linked Deposit Account (after giving effect to withdrawals therefrom made pursuant to Section 2.08(d)) less the aggregate amount (if any) equal to all unreimbursed L/C Disbursements made in respect of CL Letters of Credit not yet founded by application of Credit-Linked Deposits as contemplated by Section 2.05(e) and deposit same in a new separate account maintained with the Administrative Agent (each a “CL Reserve Account” and together with the RF Reserve Account, the “Reserve Accounts”) or accounts for such Lender. The Administrative Agent shall deposit in each Lender’s RF Reserve Account or CL Reserve Account, as the case may be, such Lender’s CAM Percentage of the amounts received from the Revolving Facility Lenders or the Credit-Linked Deposit Account, as the case may be, as provided above. The Administrative Agent shall have sole dominion and control over each Reserve Account, and the amounts deposited in each Reserve Account shall be held in such Reserve Account until withdrawn as provided in paragraph (b), (c), (d) or (e) below. The Administrative Agent shall maintain records enabling it to determine the amounts paid over to it and deposited in the Reserve Accounts in respect last day of each Letter of Credit and the amounts on deposit in respect of each Letter of Credit attributable to each Lender’s CAM Percentage. The amounts held in each Lender’s RF Reserve Account or CL Reserve Accountcalendar quarter, as the case may becommencing September 30, shall be held as a reserve against the Revolving L/C Exposures or CL L/C Exposures2006, as the case may be, shall be the property of such Lender, shall not constitute Loans to or give rise to any claim of or against any Loan Party and shall not give rise to any obligation calculated on the part basis of any Borrower to pay interest to such Lender, it being agreed that the reimbursement obligations in respect of Letters of Credit shall arise only at such times as drawings are made thereunder, as provided in Section 2.05a 360-day year.

Letters of Credit. (aIf an Issuing Bank shall not have received from the Borrower the payment required to be made by Section 2.17(e) In within the event that on time specified in such Section 2.17(e), such Issuing Bank will promptly notify the CAM Exchange Date any RF Letter Administrative Agent of Credit shall be outstanding the LC Disbursement and undrawn in whole or in part, the Administrative Agent will promptly notify each Revolving Facility Lender of such LC Disbursement and its Pro Rata Percentage thereof. Each Revolving Lender shall promptly pay over by wire transfer of immediately available funds to the Administrative AgentAgent on such date (or, in if such Revolving Lender shall have received such notice later than 1:00 p.m. (New York City time), on any day, not later than 11:00 a.m. (New York City time), on the immediately available fundsfollowing Business Day), an amount in Dollars equal to such Lender’s Revolving Facility Pro Rata Percentage of such undrawn face amount, together with interest thereon from the CAM Exchange Date to the date on which LC Disbursement (it being understood that such amount shall be paid deemed to constitute a Base Rate Loan of such Revolving Lender, and such payment shall be deemed to have reduced the LC Exposure), and the Administrative Agent will promptly pay to such Issuing Bank amounts so received by it from the Revolving Lenders. The Administrative Agent will promptly pay to the applicable Issuing Bank any amounts received by it from the Borrower pursuant to Section 2.17(e) prior to the time that any Revolving Lender makes any payment pursuant to this paragraph (iv); any such amounts received by the Administrative Agent thereafter will be promptly remitted by the Administrative Agent to the Revolving Lenders that shall have made such payments and to the Issuing Banks, as their interests may appear. If any Revolving Lender shall not have made its Pro Rata Percentage of such LC Disbursement available to the Administrative Agent at as provided above, such Lender and the rate that would be applicable at the time Borrower severally agree to an ABR Revolving Loan in a principal amount equal to pay interest on such undrawn face amount or unreimbursed drawingamount, as applicable. The Administrative Agent shall establish a separate account (each, an “RF Reserve Account”) or accounts for each Lender for day from and including the amounts received date such amount is required to be paid in accordance with respect this paragraph (iv) to each but excluding the date such RF Letter of Credit pursuant amount is paid, to the preceding sentence. On the CAM Exchange Date, the Administrative Agent shall request for the Deposit account of the applicable Issuing Bank to withdraw all amounts remaining at (i) in the Credit-Linked Deposit Account (after giving effect case of the Borrower, a rate per annum equal to withdrawals therefrom made the interest rate applicable to 2023 Revolving Loans pursuant to Section 2.08(d2.08(a), and (ii) less the aggregate amount (if any) equal to all unreimbursed L/C Disbursements made in respect of CL Letters of Credit not yet founded by application of Credit-Linked Deposits as contemplated by Section 2.05(e) and deposit same in a new separate account maintained with the Administrative Agent (each a “CL Reserve Account” and together with the RF Reserve Account, the “Reserve Accounts”) or accounts for such Lender. The Administrative Agent shall deposit in each Lender’s RF Reserve Account or CL Reserve Account, as the case may be, such Lender’s CAM Percentage of the amounts received from the Revolving Facility Lenders or the Credit-Linked Deposit Account, as the case may be, as provided above. The Administrative Agent shall have sole dominion and control over each Reserve Account, and the amounts deposited in each Reserve Account shall be held in such Reserve Account until withdrawn as provided in paragraph (b), (c), (d) or (e) below. The Administrative Agent shall maintain records enabling it to determine the amounts paid over to it and deposited in the Reserve Accounts in respect of each Letter of Credit and the amounts on deposit in respect of each Letter of Credit attributable to each Lender’s CAM Percentage. The amounts held in each Lender’s RF Reserve Account or CL Reserve Account, as the case may be, shall be held as a reserve against the Revolving L/C Exposures or CL L/C Exposures, as the case may be, shall be the property of such Lender, shall not constitute Loans to or give rise to any claim of or against any Loan Party for the first such day, the Federal Funds Effective Rate, and shall not give rise to any obligation on for each day thereafter, the part of any Borrower to pay interest to such Lender, it being agreed that the reimbursement obligations in respect of Letters of Credit shall arise only at such times as drawings are made thereunder, as provided in Section 2.05Base Rate.

Letters of Credit. (a) In the event that on the CAM Exchange Date any RF Letter of Credit shall be outstanding and undrawn in whole or in part, or any amount drawn under a Letter of Credit shall not have been reimbursed either by the Parent Borrower or any Foreign Subsidiary Borrower, as the case may be, or with the proceeds of a Revolving Loan, each Revolving Facility Lender shall promptly pay over to the Administrative Agent, in immediately available fundsfunds and in U.S. Dollarsdollars, an amount in Dollars equal to such Revolving Lender’s Revolving Facility Applicable Percentage (as notified to such Lender by the Administrative Agent) of such Letter of Credit’s undrawn face amountamount (or, in the case of any Letter of Credit denominated in a currency other than dollars, the Dollar Equivalent thereof) or (to the extent it has not already done so) such Letter of Credit’s unreimbursed drawing (or, in the case of any Letter of Credit denominated in a currency other than dollars, the Dollar Equivalent thereof), together with interest thereon from the CAM Exchange Date to the date on which such amount shall be paid to the Administrative Agent at the rate that would be applicable at the time to an ABR Revolving Loan in a principal amount equal to such undrawn face amount or unreimbursed drawingamount, as applicablethe case may be. The Administrative Agent shall establish a separate account or accounts for each Revolving Lender (each, an “RF LC Reserve Account”) or accounts for each Lender for the amounts received with respect to each such RF Letter of Credit pursuant to the preceding sentence. On the CAM Exchange Date, the Administrative Agent shall request the Deposit Bank to withdraw all amounts remaining in the Credit-Linked Deposit Account (after giving effect to withdrawals therefrom made pursuant to Section 2.08(d)) less the aggregate amount (if any) equal to all unreimbursed L/C Disbursements made in respect of CL Letters of Credit not yet founded by application of Credit-Linked Deposits as contemplated by Section 2.05(e) and deposit same in a new separate account maintained with the Administrative Agent (each a “CL Reserve Account” and together with the RF Reserve Account, the “Reserve Accounts”) or accounts for such Lender. The Administrative Agent shall deposit in each Revolving Lender’s RF LC Reserve Account or CL Reserve Account, as the case may be, such Lender’s CAM Percentage of the amounts received from the Revolving Facility Lenders or the Credit-Linked Deposit Account, as the case may be, as provided above. The Administrative Agent shall have sole dominion and control over each LC Reserve Account, and the amounts deposited in each LC Reserve Account shall be held in such LC Reserve Account until withdrawn as provided in paragraph (b), (c), (d) or (e) below. The Administrative Agent shall maintain records enabling it to determine the amounts paid over to it and deposited in the LC Reserve Accounts in respect of each Letter of Credit and the amounts on deposit in respect of each Letter of Credit attributable to each Lender’s CAM Percentage. The amounts held in each Lender’s RF LC Reserve Account or CL Reserve Account, as the case may be, shall be held as a reserve against the Revolving L/C Exposures or CL L/C Exposures, as the case may beLC Exposure, shall be the property of such Lender, shall not constitute Loans to or give rise to any claim of or against any Loan Party and shall not give rise to any obligation on the part of any the Parent Borrower or the Foreign Subsidiary Borrowers to pay interest to such Lender, it being agreed that the reimbursement obligations in respect of Letters of Credit shall arise only at such times as drawings are made thereunder, as provided in Section 2.05.

Letters of Credit. (ai) In the event that on the CAM Exchange Date any RF Letter of Credit shall be outstanding and undrawn in whole or in part, or any L/C Disbursement shall not have been reimbursed by the applicable Borrower, (x) in the case of U.S./Canadian Letters of Credit, each Revolving Lender with a U.S./Canadian Revolving Facility shall promptly pay over to the Administrative Agent, in immediately available funds, an amount in Dollars equal to such Revolving Lender’s Revolving Facility Percentage of such undrawn face amount or (to the extent it has not already done so) such unreimbursed drawing, as applicable (y) in the case of French Letters of Credit, each French Revolving Lender shall promptly pay over to the Administrative Agent, in immediately available funds, an amount in Dollars equal to such French Revolving Lender’s Revolving Facility Percentage of such undrawn face amount, together with interest thereon from the CAM Exchange Date amount or (to the date on which extent it has not already done so) such amount unreimbursed drawing, as applicable and (z) in the case of European Letters of Credit, each Revolving Lender with a European Revolving Facility Commitment shall be paid promptly pay over to the Administrative Agent at the rate that would be applicable at the time to Agent, in immediately available funds, an ABR Revolving Loan amount in a principal amount Dollars equal to such Revolving Lender’s Revolving Facility Percentage of such undrawn face amount or (to the extent it has not already done so) such unreimbursed drawing, as applicable. The Administrative Agent shall establish a separate account (each, an a “RF Reserve Account”) or accounts for each Lender for the amounts received with respect to each such RF Letter of Credit pursuant to the preceding sentence. On the CAM Exchange Date, the Administrative Agent shall request the Deposit Bank to withdraw all amounts remaining in the Credit-Linked Deposit Account (after giving effect to withdrawals therefrom made pursuant to Section 2.08(d)) less the aggregate amount (if any) equal to all unreimbursed L/C Disbursements made in respect of CL Letters of Credit not yet founded by application of Credit-Linked Deposits as contemplated by Section 2.05(e) and deposit same in a new separate account maintained with the Administrative Agent (each a “CL Reserve Account” and together with the RF Reserve Account, the “Reserve Accounts”) or accounts for such Lender. The Administrative Agent shall deposit in each Lender’s RF Reserve Account or CL Reserve Account, as the case may be, such Lender’s CAM Percentage of the amounts received from the Revolving Facility Lenders or the Credit-Linked Deposit Account, as the case may be, as provided above. The Administrative Agent shall have sole dominion and control over each Reserve Account, and the amounts deposited in each Reserve Account shall 150 be held in such Reserve Account until withdrawn as provided in paragraph (b), (c), (d) or (e) below. The Administrative Agent shall maintain records enabling it to determine the amounts paid over to it and deposited in the Reserve Accounts in respect of each Letter of Credit and the amounts on deposit in respect of each Letter of Credit attributable to each Lender’s CAM Percentage. The amounts held in each Lender’s RF Reserve Account or CL Reserve Account, as the case may be, shall be held as a reserve against the Revolving L/C Exposures or CL L/C Exposures, as the case may beExposure, shall be the property of such Lender, shall not constitute Loans to or give rise to any claim of or against any Loan Party and shall not give rise to any obligation on the part of any Borrower Loan Party to pay interest to such LenderLender or any other obligation of any Loan Party, it being agreed that the reimbursement obligations in respect of Letters of Credit shall arise only at such times as drawings are made thereunder, as provided in Section 2.05.

Letters of Credit. (a) In the event that on the CAM Exchange Date any RF Letter of Credit shall be outstanding and undrawn in whole or in part, each Revolving Facility Lender shall promptly pay over to the Administrative Agent, in immediately available funds, an amount in Dollars equal to such Lender’s 's Revolving Facility Percentage of such undrawn face amount, together with interest thereon from the CAM Exchange Date to the date on which such amount shall be paid to the Administrative Agent at the rate that would be applicable at the time to an ABR Revolving Loan in a principal amount equal to such undrawn face amount or unreimbursed drawing, as applicable. The Administrative Agent shall establish a separate account (each, an “"RF Reserve Account”") or accounts for each Lender for the amounts received with respect to each such RF Letter of Credit pursuant to the preceding sentence. On the CAM Exchange Date, the Administrative Agent shall request the Deposit Bank to withdraw all amounts remaining in the Credit-Linked Deposit Account (after giving effect to withdrawals therefrom made pursuant to Section 2.08(d)) less the aggregate amount (if any) equal to all unreimbursed L/C Disbursements made in respect of CL Letters of Credit not yet founded by application of Credit-Linked Deposits as contemplated by Section 2.05(e) and deposit same in a new separate account maintained with the Administrative Agent (each a “"CL Reserve Account” " and together with the RF Reserve Account, the “"Reserve Accounts”") or accounts for such Lender. The Administrative Agent shall deposit in each Lender’s 's RF Reserve Account or CL Reserve Account, as the case may be, such Lender’s 's CAM Percentage of the amounts received from the Revolving Facility Lenders or the Credit-Linked Deposit Account, as the case may be, as provided above. The Administrative Agent shall have sole dominion and control over each Reserve Account, and the amounts deposited in each Reserve Account shall be held in such Reserve Account until withdrawn as provided in paragraph (b), (c), (d) or (e) below. The Administrative Agent shall maintain records enabling it to determine the amounts paid over to it and deposited in the Reserve Accounts in respect of each Letter of Credit and the amounts on deposit in respect of each Letter of Credit attributable to each Lender’s 's CAM Percentage. The amounts held in each Lender’s 's RF Reserve Account or CL Reserve Account, as the case may be, shall be held as a reserve against the Revolving L/C Exposures or CL L/C Exposures, as the case may be, shall be the property of such Lender, shall not constitute Loans to or give rise to any claim of or against any Loan Party and shall not give rise to any obligation on the part of any Borrower to pay interest to such Lender, it being agreed that the reimbursement obligations in respect of Letters of Credit shall arise only at such times as drawings are made thereunder, as provided in Section 2.05.

Letters of Credit. (a) In the event that on the CAM ------------------ Exchange Date any RF Letter of Credit shall be outstanding and undrawn in whole or in part, or any amount drawn under a Letter of Credit shall not have been reimbursed either by the U.S. Borrower, or with the proceeds of a U.S. $ Revolving Borrowing, each U.S. $ Revolving Facility Lender shall promptly pay over to the U.S. Administrative Agent, in immediately available funds, an amount in Dollars equal to such U.S. $ Revolving Lender’s Revolving Facility 's Applicable Percentage (as notified to such Lender by the U.S. Administrative Agent) of such Letter of Credit undrawn face amountamount or (to the extent it has not already done so) such Letter of Credit unreimbursed drawing, together with interest thereon from the CAM Exchange Date to the date on which such amount shall be paid to the U.S. Administrative Agent at the rate that would be applicable at the time to an ABR U.S. $ Revolving Loan in a principal amount equal to such undrawn face amount or unreimbursed drawingamount, as applicablethe case may be. The U.S. Administrative Agent shall establish a separate account (each, an “RF Reserve Account”) or accounts for each Lender (each, an "LC Reserve Account") for the amounts received with respect to ------------------ each such RF Letter of Credit pursuant to the preceding sentence. On the CAM Exchange Date, the Administrative Agent shall request the Deposit Bank to withdraw all amounts remaining in the Credit-Linked Deposit Account (after giving effect to withdrawals therefrom made pursuant to Section 2.08(d)) less the aggregate amount (if any) equal to all unreimbursed L/C Disbursements made in respect of CL Letters of Credit not yet founded by application of Credit-Linked Deposits as contemplated by Section 2.05(e) and deposit same in a new separate account maintained with the Administrative Agent (each a “CL Reserve Account” and together with the RF Reserve Account, the “Reserve Accounts”) or accounts for such Lender. The U.S. Administrative Agent shall deposit in each Lender’s RF 's LC Reserve Account or CL Reserve Account, as the case may be, such Lender’s 's CAM Percentage of the amounts received from the U.S. $ Revolving Facility Lenders or the Credit-Linked Deposit Account, as the case may be, as provided above. The U.S. Administrative Agent shall have sole dominion and control over each LC Reserve Account, and the amounts deposited in each LC Reserve Account shall be held in such LC Reserve Account until withdrawn as provided in paragraph (b), (c), (d) or (e) below. The U.S. Administrative Agent shall maintain records enabling it to determine the amounts paid over to it and deposited in the LC Reserve Accounts in respect of 151 each Letter of Credit and the amounts on deposit in respect of each Letter of Credit attributable to each Lender’s 's CAM Percentage. The amounts held in each Lender’s RF 's LC Reserve Account or CL Reserve Account, as the case may be, shall be held as a reserve against the Revolving L/C Exposures or CL L/C Exposures, as the case may beLC Exposure, shall be the property of such Lender, shall not constitute Loans to or give rise to any claim of or against any Loan Party and shall not give rise to any obligation on the part of any Borrower to pay interest to such Lender, it being agreed that the reimbursement obligations in respect of Letters of Credit shall arise only at such times as drawings are made thereunder, as provided in Section 2.05.

Letters of Credit. (a) In On the event that terms and conditions hereinafter set forth, Agent shall from time to time during the period beginning on the CAM Exchange Effective Date and ending on the Maturity Date, upon request of the Borrowers, issue standby and/or commercial Letters of Credit for the account of the Borrowers (the "Letters of Credit") in such face amounts as the Borrowers may request. For the purpose of determining usage of the Revolving Commitment, the face amounts of all Letters of Credit issued and outstanding hereunder shall be included. Each payment made by Agent on any RF such Letter of Credit shall be outstanding considered an Advance funded under the Revolving Notes. Each Letter of Credit issued for the account of the Borrowers hereunder shall (i) be in favor of such beneficiaries as specifically requested by the Borrowers, (ii) have an expiration date not later than the earlier of (A) one year from the date of issuance, or (B) the Maturity Date, and undrawn (iii) contain such other terms and provisions as may be reasonably required by Agent. Each Bank (other than Agent) agrees that, upon issuance of any Letter of Credit hereunder, it shall automatically acquire a participation in whole or Agent's liability under such Letter of Credit in part, each Revolving Facility Lender shall promptly pay over to the Administrative Agent, in immediately available funds, an amount in Dollars equal to such Lender’s Bank's Revolving Facility Commitment Percentage of such undrawn face amountliability, together and each Bank (other than Agent) thereby shall absolutely, unconditionally and irrevocably assume, as primary obligor and not as surety, and shall be unconditionally obligated to Agent to pay and discharge when due, its Revolving Commitment Percentage of Agent's liability under such Letter of Credit. The Borrowers hereby unconditionally agree to pay and reimburse Agent for the amount of each demand for payment under any Letter of Credit that is in substantial compliance with interest thereon from the CAM Exchange Date provisions of any such Letter of Credit at or prior to the date on which such amount shall payment is to be paid made by Agent to the Administrative Agent at beneficiary thereunder, without presentment, demand, protest or other formalities of any kind. Upon receipt from the rate that would be applicable at the time to an ABR Revolving Loan in a principal amount equal to such undrawn face amount or unreimbursed drawing, as applicable. The Administrative Agent shall establish a separate account (each, an “RF Reserve Account”) or accounts for each Lender for the amounts received with respect to each such RF beneficiary of any Letter of Credit pursuant to the preceding sentence. On the CAM Exchange Dateof any demand for payment under such Letter of Credit, the Administrative Agent shall request promptly notify the Deposit Bank Borrowers of the demand and the date upon which such payment is to withdraw all amounts remaining in the Credit-Linked Deposit Account (after giving effect be made by Agent to withdrawals therefrom made pursuant to Section 2.08(d)) less the aggregate amount (if any) equal to all unreimbursed L/C Disbursements made such beneficiary in respect of CL Letters such demand. Forthwith upon receipt of Credit not yet founded by application of Credit-Linked Deposits as contemplated by Section 2.05(esuch notice from Agent, but in any event no later than one (1) and deposit same in a new separate account maintained with the Administrative Agent (each a “CL Reserve Account” and together with the RF Reserve Account, the “Reserve Accounts”) or accounts for such Lender. The Administrative Agent shall deposit in each Lender’s RF Reserve Account or CL Reserve Account, as the case may be, such Lender’s CAM Percentage of the amounts received day from the Revolving Facility Lenders date of Borrowers' receipt of such notice, Borrowers shall advise Agent whether or the Credit-Linked Deposit Account, as the case may be, as provided above. The Administrative Agent shall have sole dominion and control over each Reserve Accountnot they intend to borrow hereunder to finance their obligations to reimburse Agent, and the amounts deposited in each Reserve Account shall be held in such Reserve Account until withdrawn as provided in paragraph (b)if so, (c), (d) or (e) below. The Administrative Agent shall maintain records enabling it to determine the amounts paid over to it and deposited in the Reserve Accounts in respect submit a Notice of each Letter of Credit and the amounts on deposit in respect of each Letter of Credit attributable to each Lender’s CAM Percentage. The amounts held in each Lender’s RF Reserve Account or CL Reserve Account, as the case may be, shall be held as a reserve against the Revolving L/C Exposures or CL L/C Exposures, as the case may be, shall be the property of such Lender, shall not constitute Loans to or give rise to any claim of or against any Loan Party and shall not give rise to any obligation on the part of any Borrower to pay interest to such Lender, it being agreed that the reimbursement obligations in respect of Letters of Credit shall arise only at such times as drawings are made thereunder, Borrowing as provided in Section 2.052(b) above. If the Borrowers fail to so advise Agent and thereafter fail to reimburse Agent, Agent shall notify each Bank of the demand and the failure of the Borrowers to reimburse Agent, and each Bank shall reimburse Agent for its Revolving Commitment Percentage of each such draw paid by Agent and unreimbursed by the Borrowers. All such amounts paid by Agent and/or reimbursed by the Banks shall be treated as an Advance or Advances under the Revolving Commitment, which Advances shall be immediately due and payable and shall bear interest at the Default Rate.

Letters of Credit. (ai) In the event that on the CAM Exchange Date any RF Letter of Credit shall be outstanding and undrawn in whole or in part, or any amount drawn under a Letter of Credit shall not have been reimbursed by the applicable Borrower or with the proceeds of a Revolving Loan, each Lender with Revolving Facility Lender Loan Exposure shall promptly pay over to the Administrative Agent, in immediately available funds, an amount in Dollars equal to such Lender’s Revolving Facility Percentage Pro Rata Share of such Letter of Credit’s undrawn face amountamount or (to the extent it has not already done so) such Letter of Credit’s unreimbursed drawing (in each case, based on the Dollar amount thereof, in the case of any Letters of Credit issued to Offshore Borrowers), together with interest thereon from the CAM Exchange Date to the date on which such amount shall be paid to the Administrative Agent at the rate that would be applicable at the time to an ABR a Base Rate Revolving Loan in a principal amount equal to such undrawn face amount or unreimbursed drawingamount, as applicablethe case may be. The Administrative Agent shall establish a separate account or accounts for each Lender (each, an “RF LC Reserve Account”) or accounts for each Lender for the amounts received with respect to each such RF Letter of Credit pursuant to the preceding sentence. On the CAM Exchange Date, the Administrative Agent shall request the Deposit Bank to withdraw all amounts remaining in the Credit-Linked Deposit Account (after giving effect to withdrawals therefrom made pursuant to Section 2.08(d)) less the aggregate amount (if any) equal to all unreimbursed L/C Disbursements made in respect of CL Letters of Credit not yet founded by application of Credit-Linked Deposits as contemplated by Section 2.05(e) and deposit same in a new separate account maintained with the Administrative Agent (each a “CL Reserve Account” and together with the RF Reserve Account, the “Reserve Accounts”) or accounts for such Lender. The Administrative Agent shall deposit in each Lender’s RF L/C Reserve Account or CL Reserve Account, as the case may be, such Lender’s CAM Percentage of the amounts received from the Lenders with Revolving Facility Lenders or the Credit-Linked Deposit Account, as the case may be, Loan Exposure as provided above. The Administrative Agent shall have sole dominion and control over each LC Reserve Account, and the amounts deposited in each LC Reserve Account shall be held in such LC Reserve Account until withdrawn as provided in paragraph clauses (bii), (ciii), (div) or and (ev) below. The Administrative Agent shall maintain records enabling it to determine the amounts paid over to it and deposited in the LC Reserve Accounts in respect of each Letter of Credit and the amounts on deposit in respect of each Letter of Credit attributable to each Lender’s CAM Percentage. The amounts held in each Lender’s RF LC Reserve Account or CL Reserve Account, as the case may be, shall be held as a reserve against the Revolving L/C Exposures or CL L/C Exposures, as the case may beLetter of Credit Usage, shall be the property of such Lender, shall not constitute Loans to or give rise to any claim of or against any Loan Party and shall not give rise to any obligation on the part of any Borrower to pay interest to such Lender, it being agreed that the reimbursement obligations in respect of Letters of Credit shall arise only at such times as drawings are made thereunder, as provided in Section 2.05subsection 2.8.

Letters of Credit. (a) In On the event that terms and conditions hereinafter set ----------------- forth, the Agent shall from time to time during the period beginning on the CAM Exchange Effective Date and ending on the Maturity Date upon request of Borrowers issue standby Letters of Credit for the account of Borrowers (the "Letters of Credit") in such face amounts as Borrowers may request, but not to exceed in the aggregate face amount at any RF Letter time outstanding the sum of Five Million Dollars ($5,000,000). The face amount of all Letters of Credit issued and outstanding hereunder shall be considered as Advances on the Commitment for Borrowing Base purposes and all payments made by the Agent on such Letters of Credit shall be outstanding considered as Advances under the Notes. Each Letter of Credit issued for the account of Borrowers hereunder shall (i) be in favor of such beneficiaries as specifically requested by Borrowers, (ii) have an expiration date not exceeding the earlier of (a) one year or (b) the Maturity Date, and undrawn (iii) contain such other terms and provisions as may be required by issuing Lender. Each Lender (other than Agent) agrees that, upon issuance of any Letter of Credit hereunder, it shall automatically acquire a participation in whole or the Agent's liability under such Letter of Credit in part, each Revolving Facility Lender shall promptly pay over to the Administrative Agent, in immediately available funds, an amount in Dollars equal to such Lender’s Revolving Facility 's Commitment Percentage of such undrawn face amountliability, together and each Lender (other than Agent) thereby shall absolutely, unconditionally and irrevocably assume, as primary obligor and not as surety, and shall be unconditionally obligated to Agent to pay and discharge when due, its Commitment Percentage of Agent's liability under such Letter of Credit. The Borrowers hereby unconditionally agree to pay and reimburse the Agent for the amount of each demand for payment under any Letter of Credit that is in substantial compliance with interest thereon from the CAM Exchange Date provisions of any such Letter of Credit at or prior to the date on which such amount shall payment is to be paid made by the Agent to the Administrative Agent at the rate that would be applicable at the time to an ABR Revolving Loan in a principal amount equal to such undrawn face amount beneficiary thereunder, without presentment, demand, protest or unreimbursed drawing, as applicableother formalities of any kind. The Administrative Agent shall establish a separate account (each, an “RF Reserve Account”) or accounts for each Lender for the amounts received with respect to each such RF Upon receipt from any beneficiary of any Letter of Credit pursuant to the preceding sentence. On the CAM Exchange Dateof any demand for payment under such Letter of Credit, the Administrative Agent shall request promptly notify the Deposit Bank Borrowers of the demand and the date upon which such payment is to withdraw all amounts remaining in be made by the Credit-Linked Deposit Account (after giving effect Agent to withdrawals therefrom made pursuant to Section 2.08(d)) less the aggregate amount (if any) equal to all unreimbursed L/C Disbursements made such beneficiary in respect of CL Letters such demand. Forthwith upon receipt of Credit not yet founded by application of Credit-Linked Deposits as contemplated by Section 2.05(e) and deposit same in a new separate account maintained with the Administrative Agent (each a “CL Reserve Account” and together with the RF Reserve Account, the “Reserve Accounts”) or accounts for such Lender. The Administrative Agent shall deposit in each Lender’s RF Reserve Account or CL Reserve Account, as the case may be, such Lender’s CAM Percentage of the amounts received notice from the Revolving Facility Lenders Agent, Borrowers shall advise the Agent whether or not they intend to borrow hereunder to finance their obligations to reimburse the Credit-Linked Deposit Account, as the case may be, as provided above. The Administrative Agent shall have sole dominion and control over each Reserve AccountAgent, and the amounts deposited in each Reserve Account shall be held in such Reserve Account until withdrawn as provided in paragraph (b)if so, (c), (d) or (e) below. The Administrative Agent shall maintain records enabling it to determine the amounts paid over to it and deposited in the Reserve Accounts in respect submit a Notice of each Letter of Credit and the amounts on deposit in respect of each Letter of Credit attributable to each Lender’s CAM Percentage. The amounts held in each Lender’s RF Reserve Account or CL Reserve Account, as the case may be, shall be held as a reserve against the Revolving L/C Exposures or CL L/C Exposures, as the case may be, shall be the property of such Lender, shall not constitute Loans to or give rise to any claim of or against any Loan Party and shall not give rise to any obligation on the part of any Borrower to pay interest to such Lender, it being agreed that the reimbursement obligations in respect of Letters of Credit shall arise only at such times as drawings are made thereunder, Borrowing as provided in Section 2.052(b) hereof. If Borrowers fail to so advise Agent and thereafter fail to reimburse Agent, the Agent shall notify each Lender of the demand and the failure of the Borrowers to reimburse the Agent, and each Lender shall reimburse the Agent for its Commitment Percentage of each such draw paid by the Agent and unreimbursed by the Borrowers. All such amounts paid by Agent and/or reimbursed by the Lenders shall be treated as an Advance or Advances under the Commitment, which Advances shall be immediately due and payable and shall bear interest at the Maximum Rate.

Letters of Credit. (ai) In the event that on the CAM Exchange Date any RF Letter of Credit shall be outstanding and undrawn in whole or in part, or any amount drawn under a Letter of Credit shall not have been reimbursed by the applicable Borrower or with the proceeds of a Revolving Loan, each Lender with Revolving Facility Lender Loan Exposure shall promptly pay over to the Administrative Agent, in immediately available funds, an amount in Dollars equal to such Lender’s Revolving Facility Percentage 's Pro Rata Share of such Letter of Credit's undrawn face amountamount or (to the extent it has not already done so) such Letter of Credit's unreimbursed drawing (in each case, based on the Dollar amount thereof, in the case of any Letters of Credit issued to Offshore Borrowers), together with interest thereon from the CAM Exchange Date to the date on which such amount shall be paid to the Administrative Agent at the rate that would be applicable at the time to an ABR a Base Rate Revolving Loan in a principal amount equal to such undrawn face amount or unreimbursed drawingamount, as applicablethe case may be. The Administrative Agent shall establish a separate account (each, an “RF Reserve Account”) or accounts for each Lender (each, an "LC Reserve Account") for the amounts received with respect to each such RF Letter of Credit pursuant to the preceding sentence. On the CAM Exchange Date, the Administrative Agent shall request the Deposit Bank to withdraw all amounts remaining in the Credit-Linked Deposit Account (after giving effect to withdrawals therefrom made pursuant to Section 2.08(d)) less the aggregate amount (if any) equal to all unreimbursed L/C Disbursements made in respect of CL Letters of Credit not yet founded by application of Credit-Linked Deposits as contemplated by Section 2.05(e) and deposit same in a new separate account maintained with the Administrative Agent (each a “CL Reserve Account” and together with the RF Reserve Account, the “Reserve Accounts”) or accounts for such Lender. The Administrative Agent shall deposit in each Lender’s RF 's L/C Reserve Account or CL Reserve Account, as the case may be, such Lender’s 's CAM Percentage of the amounts received from the Lenders with Revolving Facility Lenders or the Credit-Linked Deposit Account, as the case may be, Loan Exposure as provided above. The Administrative Agent shall have sole dominion and control over each LC Reserve Account, and the amounts deposited in each LC Reserve Account shall be held in such LC Reserve Account until withdrawn as provided in paragraph clauses (bii), (ciii), (div) or and (ev) below. The Administrative Agent shall maintain records enabling it to determine the amounts paid over to it and deposited in the LC Reserve Accounts in respect of each Letter of Credit and the amounts on deposit in respect of each Letter of Credit attributable to each Lender’s 's CAM Percentage. The amounts held in each Lender’s RF 's LC Reserve Account or CL Reserve Account, as the case may be, shall be held as a reserve against the Revolving L/C Exposures or CL L/C Exposures, as the case may beLetter of Credit Usage, shall be the property of such Lender, shall not constitute Loans to or give rise to any claim of or against any Loan Party and shall not give rise to any obligation on the part of any Borrower to pay interest to such Lender, it being agreed that the reimbursement obligations in respect of Letters of Credit shall arise only at such times as drawings are made thereunder, as provided in Section 2.05subsection 2.8.

Letters of Credit. (ai) In the event that on the CAM FAM Exchange Date any RF Letter of Credit shall be outstanding and undrawn in whole or in partpart or there shall be any unpaid Reimbursement Obligation under any such Letter of Credit, each Revolving Facility applicable Lender shall shall, before giving effect to the FAM Exchange, promptly pay over to the Administrative Agent, in immediately available fundsfunds and in the currency that each such Letter of Credit is denominated, an amount in Dollars equal to such Lender’s U.S. Revolving Facility Credit Percentage or Canadian Revolving Credit Percentage, as applicable, of each such Letter of Credit’s undrawn face amountamount or (to the extent it has not already done so) such Reimbursement Obligation, as the case may be, together with interest thereon from the CAM FAM Exchange Date to the date on which such amount shall be paid to the Administrative Agent at the rate that would be applicable at the time to an ABR a Revolving Loan that is a Base Rate Loan in a principal amount equal to such undrawn face amount or unreimbursed drawingamount, as applicablethe case may be. The Administrative Agent shall establish a separate account or accounts for each Lender (each, an “RF L/C Reserve Account”) or accounts for each Lender for the amounts received with respect to each such RF Letter of Credit and/or Reimbursement Obligation pursuant to the preceding sentence. On the CAM Exchange Date, the Administrative Agent shall request the Deposit Bank to withdraw all amounts remaining in the Credit-Linked Deposit Account (after giving effect to withdrawals therefrom made pursuant to Section 2.08(d)) less the aggregate amount (if any) equal to all unreimbursed L/C Disbursements made in respect of CL Letters of Credit not yet founded by application of Credit-Linked Deposits as contemplated by Section 2.05(e) and deposit same in a new separate account maintained with the Administrative Agent (each a “CL Reserve Account” and together with the RF Reserve Account, the “Reserve Accounts”) or accounts for such Lender. The Administrative Agent shall deposit in each Lender’s RF L/C Reserve Account or CL Reserve Account, as the case may be, such Lender’s CAM FAM Percentage of the amounts received from the Revolving Facility Lenders or the Credit-Linked Deposit Account, as the case may be, as provided above. The Administrative Agent shall have sole dominion and control over each L/C Reserve Account, and the amounts deposited in each L/C Reserve Account shall be held in such L/C Reserve Account until withdrawn as provided in paragraph (bii), (ciii), (div) or (ev) below. The Administrative Agent shall maintain records enabling it to determine the amounts paid over to it and deposited in the L/C Reserve Accounts in respect of each Letter of Credit and/or Reimbursement Obligation and the amounts on deposit in respect of each Letter of Credit and/or Reimbursement Obligation attributable to each Lender’s CAM FAM Percentage. The amounts held in each Lender’s RF L/C Reserve Account or CL Reserve Account, as the case may be, shall be held as a reserve against such Lender’s Revolving Percentage of the Revolving L/C Exposures or CL L/C Exposures, as the case may beObligations then outstanding, shall be the property of such Lender, shall not constitute Loans to or give rise to any claim of or against any Loan Party and shall not give rise to any obligation on the part of any the U.S. Borrower or the Canadian Borrower to pay interest to such Lender, it being agreed that the reimbursement obligations in respect of Letters of Credit shall arise only at such times as drawings are made thereunder, as provided in Section 2.053.11.

Letters of Credit. (a) In the event that on the CAM Exchange Date any RF Letter of Credit shall be outstanding and undrawn in whole or in part, or any LC Disbursement shall not have been reimbursed either by the U.S. Borrower or with the proceeds of a Borrowing, each Revolving Facility Lender shall promptly pay over to the Administrative Agent, in immediately available funds, an amount in Dollars equal to the Dollar Equivalent of such Lender’s Revolving Facility CAM Percentage of such undrawn face amountamount or (to the extent it has not already done so) such unreimbursed drawing, as applicable, together with interest thereon from the CAM Exchange Date to the date on which such amount shall be paid to the Administrative Agent at the rate that would be applicable at the time to an ABR Revolving Loan in a principal amount equal to such undrawn face amount or unreimbursed drawing, as applicable. The Administrative Agent shall establish a separate account (each, an a “RF Reserve Account”) or accounts for each Lender for the amounts received with respect to each such RF Letter of Credit pursuant to the preceding sentence. On the CAM Exchange Date, the Administrative Agent shall request the Deposit Bank to withdraw all amounts remaining in the Credit-Linked Deposit Account (after giving effect to withdrawals therefrom made pursuant to Section 2.08(d)) less the aggregate amount (if any) equal to all unreimbursed L/C Disbursements made in respect of CL Letters of Credit not yet founded by application of Credit-Linked Deposits as contemplated by Section 2.05(e) and deposit same in a new separate account maintained with the Administrative Agent (each a “CL Reserve Account” and together with the RF Reserve Account, the “Reserve Accounts”) or accounts for such Lender. The Administrative Agent shall deposit in each Lender’s RF Reserve Account or CL Reserve Account, as the case may be, such Lender’s CAM Percentage of the amounts received from the Revolving Facility Lenders or the Credit-Linked Deposit Account, as the case may be, as provided above. The Administrative Agent shall have sole dominion and control over each Reserve Account, and the amounts deposited in each Reserve Account shall be held in such Reserve Account until withdrawn as provided in paragraph (b), (c), (d) or (e) below. The Administrative Agent shall maintain records enabling it to determine the amounts paid over to it and deposited in the Reserve Accounts in respect of each Letter of Credit and the amounts on deposit in respect of each Letter of Credit attributable to each Lender’s CAM Percentage. The amounts held in each Lender’s RF Reserve Account or CL Reserve Account, as the case may be, shall be held as a reserve against the Revolving L/C Exposures or CL L/C LC Exposures, as the case may be, shall be the property of such Lender, shall not constitute Loans to or give rise to any claim of or against any Loan Party Borrower and shall not give rise to any obligation on the part of any the U.S. Borrower to pay interest to such Lender, it being agreed that the reimbursement obligations in respect of Letters of Credit shall arise only at such times as drawings are made thereunder, as provided in Section 2.05.-119-

Letters of Credit. (a) In the event that on the CAM Exchange Date any RF Letter of Credit shall be outstanding and undrawn in whole or in part, or any amount drawn under a Letter of Credit shall not have been reimbursed either by the Parent Borrower or any Foreign Subsidiary Borrower, as the case may be, or with the proceeds of a Revolving Borrowing, each Revolving Facility Lender shall promptly pay over to the Administrative Agent, in immediately available fundsfunds and in the currency that such Letters of Credit are denominated, an amount in Dollars equal to such Revolving Lender’s Revolving Facility Applicable Percentage (as notified to such Lender by the Administrative Agent) of such Letter of Credit’s undrawn face amountamount or (to the extent it has not already done so) such Letter of Credit’s unreimbursed drawing, together with interest thereon from the CAM Exchange Date to the date on which such amount shall be paid to the Administrative Agent at the rate that would be applicable at the time to an ABR Revolving Loan in a principal amount equal to such undrawn face amount or unreimbursed drawingamount, as applicablethe case may be. The Administrative Agent shall establish a separate account or accounts for each Lender (each, an “RF LC Reserve Account”) or accounts for each Lender for the amounts received with respect to each such RF Letter of Credit pursuant to the preceding sentence. On the CAM Exchange Date, the Administrative Agent shall request the Deposit Bank to withdraw all amounts remaining in the Credit-Linked Deposit Account (after giving effect to withdrawals therefrom made pursuant to Section 2.08(d)) less the aggregate amount (if any) equal to all unreimbursed L/C Disbursements made in respect of CL Letters of Credit not yet founded by application of Credit-Linked Deposits as contemplated by Section 2.05(e) and deposit same in a new separate account maintained with the Administrative Agent (each a “CL Reserve Account” and together with the RF Reserve Account, the “Reserve Accounts”) or accounts for such Lender. The Administrative Agent shall deposit in each Lender’s RF LC Reserve Account or CL Reserve Account, as the case may be, such Lender’s CAM Percentage of the amounts received from the Revolving Facility Lenders or the Credit-Linked Deposit Account, as the case may be, as provided above. The Administrative Agent shall have sole dominion and control over each LC Reserve Account, and the amounts deposited in each LC Reserve Account shall be held in such LC Reserve Account until withdrawn as provided in paragraph (b), (c), (d) or (e) below. The Administrative Agent shall maintain records enabling it to determine the amounts paid over to it and deposited in the LC Reserve Accounts in respect of each Letter of Credit and the amounts on deposit in respect of each Letter of Credit attributable to each Lender’s CAM Percentage. The amounts held in each Lender’s RF LC Reserve Account or CL Reserve Account, as the case may be, shall be held as a reserve against the Revolving L/C Exposures or CL L/C Exposures, as the case may beLC Exposure, shall be the property of such Lender, shall not constitute Loans to or give rise to any claim of or against any Loan Party and shall not give rise to any obligation on the part of any the Parent Borrower or the Foreign Subsidiary Borrowers to pay interest to such Lender, it being agreed that the reimbursement obligations in respect of Letters of Credit shall arise only at such times as drawings are made thereunder, as provided in Section 2.05.

Letters of Credit. (a) In the event that on the CAM Exchange Date any RF Letter of Credit shall be outstanding and undrawn in whole or in part, or any LC Disbursement shall not have been reimbursed either by the Cayman Borrower or, in the case of any LC Disbursement made in dollars, with the proceeds of a Revolving Borrowing, each Revolving Facility Lender shall promptly pay over to the Administrative Agent, in immediately available funds, an amount in Dollars dollars equal to such Revolving Lender’s Revolving Facility 's Applicable Percentage of such undrawn face amount (or, in the case of any Alternative Currency Letter of Credit, the Dollar Equivalent of such face amount) or (to the extent it has not already done so) such unreimbursed drawing, as the case may be, together with interest thereon from the CAM Exchange Date to the date on which such amount shall be paid to the Administrative Agent at the rate that would be applicable at the time to an ABR Revolving Loan in a principal amount equal to such undrawn face amount or unreimbursed drawing, as applicableamount. The Administrative Agent shall establish a separate account (each, an “RF Reserve Account”) or accounts for each Lender (each, an "LC Reserve Account") for the amounts received with respect to each such RF Letter of Credit pursuant to the preceding sentence. On the CAM Exchange Date, the Administrative Agent shall request the Deposit Bank to withdraw all amounts remaining in the Credit-Linked Deposit Account (after giving effect to withdrawals therefrom made pursuant to Section 2.08(d)) less the aggregate amount (if any) equal to all unreimbursed L/C Disbursements made in respect of CL Letters of Credit not yet founded by application of Credit-Linked Deposits as contemplated by Section 2.05(e) and deposit same in a new separate account maintained with the Administrative Agent (each a “CL Reserve Account” and together with the RF Reserve Account, the “Reserve Accounts”) or accounts for such Lender. The Administrative Agent shall deposit in each Lender’s RF 's LC Reserve Account or CL Reserve Account, as the case may be, such Lender’s 's CAM Percentage of the amounts received from the Revolving Facility Lenders or the Credit-Linked Deposit Account, as the case may be, as provided above, provided that in the case of amounts received in respect of Alternative Currency Letters of Credit, the Administrative Agent may, in its sole discretion, convert any or all of such amounts into the applicable Alternative Currency prior to or at any time after deposit. The Administrative Agent shall have sole dominion and control over each LC Reserve Account, and the amounts deposited in each LC Reserve Account shall be held in such LC Reserve Account until withdrawn as provided in paragraph (b), (c), (d) or (ec) below. The Administrative Agent shall maintain records enabling it to determine the amounts paid over to it and deposited in the LC Reserve Accounts in respect of each Letter 175 168 of Credit and the amounts on deposit in respect of each Letter of Credit attributable to each Lender’s 's CAM Percentage. The amounts held in each Lender’s RF 's LC Reserve Account or CL Reserve Account, as the case may be, shall be held as a reserve against the Revolving L/C Exposures or CL L/C LC Exposures, as the case may be, shall be the property of such Lender, shall not constitute Loans to or give rise to any claim of or against any Loan Party and shall not give rise to any obligation on the part of any either Borrower to pay interest to such Lender, it being agreed that the reimbursement obligations in respect of Letters of Credit shall arise only at such times as drawings are made thereunder, as provided in Section 2.05.

Letters of Credit. (a) In the event that on the CAM Exchange Date Date, any RF Letter of Credit shall be outstanding and undrawn in whole or in part, or any amount drawn under a Letter of Credit shall not have been reimbursed (an “Unpaid Drawing”), each Revolving Facility Lender shall shall, at the request of the Administrative Agent, promptly pay over to the Administrative Agent, in immediately available fundsfunds and in the currency that such Letters of Credit are denominated, an amount in Dollars equal to such Lender’s Revolving Facility CAM Percentage (as notified to such Lender by the Administrative Agent), of such Letter of Credit’s undrawn face amountamount or (to the extent it has not already done so) such Letter of Credit’s Unpaid Drawing, as the case may be, together with interest thereon from the CAM Exchange Date Business Day following such request to the date on which such amount shall be paid to the Administrative Agent at the rate that would be applicable at the time to a Revolving Loan that is an ABR Revolving Loan in a principal amount equal to such undrawn face amount or unreimbursed drawing, as applicableamount. The Administrative Agent shall establish a separate account or accounts for each Lender (each, an “RF L/C Reserve Account”) or accounts for each Lender for the amounts received with respect to each such RF Letter of Credit pursuant to the preceding sentence. On the CAM Exchange Date, the Administrative Agent shall request the Deposit Bank to withdraw all amounts remaining in the Credit-Linked Deposit Account (after giving effect to withdrawals therefrom made pursuant to Section 2.08(d)) less the aggregate amount (if any) equal to all unreimbursed L/C Disbursements made in respect of CL Letters of Credit not yet founded by application of Credit-Linked Deposits as contemplated by Section 2.05(e) and deposit same in a new separate account maintained with the Administrative Agent (each a “CL Reserve Account” and together with the RF Reserve Account, the “Reserve Accounts”) or accounts for such Lender. The Administrative Agent shall deposit in each Lender’s RF L/C Reserve Account or CL Reserve Account, as the case may be, such Lender’s CAM Percentage of the amounts received from the Revolving Facility Lenders or the Credit-Linked Deposit Account, as the case may be, as provided above. The Administrative Agent shall have sole dominion and control over each L/C Reserve Account, and the amounts deposited in each L/C Reserve Account shall be held in such L/C Reserve Account until withdrawn as provided in paragraph (b), (c), (d) or (e) below. The Administrative Agent shall maintain records enabling it to determine the amounts paid over to it and deposited in the L/C Reserve Accounts in respect of each Letter of Credit and the amounts on deposit in respect of each Letter of Credit attributable to each Lender’s CAM Percentage. The amounts held in each Lender’s RF L/C Reserve Account or CL Reserve Account, as the case may be, shall be held as a reserve against the Revolving L/C Exposures or CL L/C Exposures, as the case may beExposure, shall be the property of such Lender, shall not constitute Loans to or give rise to any claim of or against any Loan Party and shall not give rise to any obligation on the part of any Borrower to pay interest to such Lender, it being agreed that the reimbursement obligations in respect of Letters of Credit shall arise only at such times as drawings are made thereunder, as provided in Section 2.053.

Letters of Credit. (a) In the event that on the CAM Exchange Date any RF Letter of Credit shall be outstanding and undrawn in whole or in part, or any amount drawn under a Letter of Credit shall not have been reimbursed by any Borrower or with the proceeds of a Revolving Loan, each Revolving Facility Lender shall promptly pay over to the Administrative Agent, in immediately available fundsfunds and in dollars, an amount in Dollars equal to such Revolving Lender’s Revolving Facility Applicable Percentage (as notified to such Lender by the Administrative Agent) of such Letter of Credit’s undrawn face amountamount (or, in the case of any Letter of Credit denominated in a currency other than dollars, the Dollar Equivalent thereof) or (to the extent it has not already done so) such Letter of Credit’s unreimbursed drawing (or, in the case of any Letter of Credit denominated in a currency other than dollars, the Dollar Equivalent thereof), together with interest thereon from the CAM Exchange Date to the date on which such amount shall be paid to the Administrative Agent at the rate that would be applicable at the time to an ABR Revolving Loan in a principal amount equal to such undrawn face amount or unreimbursed drawingamount, as applicablethe case may be. The Administrative Agent shall establish a separate account or accounts for each Revolving Lender (each, an “RF LC Reserve Account”) or accounts for each Lender for the amounts received with respect to each such RF Letter of Credit pursuant to the preceding sentence. On the CAM Exchange Date, the Administrative Agent shall request the Deposit Bank to withdraw all amounts remaining in the Credit-Linked Deposit Account (after giving effect to withdrawals therefrom made pursuant to Section 2.08(d)) less the aggregate amount (if any) equal to all unreimbursed L/C Disbursements made in respect of CL Letters of Credit not yet founded by application of Credit-Linked Deposits as contemplated by Section 2.05(e) and deposit same in a new separate account maintained with the Administrative Agent (each a “CL Reserve Account” and together with the RF Reserve Account, the “Reserve Accounts”) or accounts for such Lender. The Administrative Agent shall deposit in each Revolving Lender’s RF LC Reserve Account or CL Reserve Account, as the case may be, such Lender’s CAM Percentage of the amounts received from the Revolving Facility Lenders or the Credit-Linked Deposit Account, as the case may be, as provided above. The Administrative Agent shall have sole dominion and control over each LC Reserve Account, and the amounts deposited in each LC Reserve Account shall be held in such LC Reserve Account until withdrawn as provided in paragraph (b), (c), (d) or (e) below. The Administrative Agent shall maintain records enabling it to determine the amounts paid over to it and deposited in the LC Reserve Accounts in respect of each Letter of Credit and the amounts on deposit in respect of each Letter of Credit attributable to each Lender’s CAM Percentage. The amounts held in each Lender’s RF LC Reserve Account or CL Reserve Account, as the case may be, shall be held as a reserve against the Revolving L/C Exposures or CL L/C Exposures, as the case may beLC Exposure, shall be the property of such Lender, shall not constitute Loans to or give rise to any claim of or against any Loan Party and shall not give rise to any obligation on the part of the Parent Borrower or any other Borrower to pay interest to such Lender, it being agreed that the reimbursement obligations in respect of Letters of Credit shall arise only at such times as drawings are made thereunder, as provided in Section 2.05.

Letters of Credit. (a) In the event that on the CAM Exchange Date any RF Letter of Credit shall be outstanding and undrawn in whole or in part, or any LC Disbursement shall not have been reimbursed by the applicable Borrower or with the proceeds of a Borrowing, each Revolving Facility ABT Lender shall promptly pay over to the Administrative Agent, in immediately available funds, an amount in Dollars Euro equal to such Lender’s Revolving Facility ABT Percentage of the Euro Equivalent of such Lender’s participation in the undrawn face amountamount of each Letter of Credit and (to the extent it has not already done so) such Lender’s participation in such unreimbursed LC Disbursement, as applicable, together with interest thereon from the CAM Exchange Date to the date on which such amount shall be paid to the Administrative Agent at the rate that would be applicable at the time to an ABR Revolving Loan in a principal amount equal to such undrawn face amount or unreimbursed drawing, as applicableLC Disbursement. The Administrative Agent shall establish a separate account (each, an a “RF Reserve Account”) or accounts for each Lender for the amounts received with respect to each such RF Letter of Credit pursuant to the preceding sentence. On the CAM Exchange Date, the Administrative Agent shall request the Deposit Bank to withdraw all amounts remaining in the Credit-Linked Deposit Account (after giving effect to withdrawals therefrom made pursuant to Section 2.08(d)) less the aggregate amount (if any) equal to all unreimbursed L/C Disbursements made in respect of CL Letters of Credit not yet founded by application of Credit-Linked Deposits as contemplated by Section 2.05(e) and deposit same in a new separate account maintained with the Administrative Agent (each a “CL Reserve Account” and together with the RF Reserve Account, the “Reserve Accounts”) or accounts for such Lender. The Administrative Agent shall deposit in each Lender’s RF Reserve Account or CL Reserve Account, as the case may be, such Lender’s CAM Percentage of the amounts received from the Revolving Facility ABT Lenders or the Credit-Linked Deposit Account, as the case may be, as provided above. For the purposes of this paragraph, the Euro Equivalent of each Lender’s participation in each Letter of Credit shall be the amount in Euros determined by the Administrative Agent to be required in order for the Administrative Agent to purchase currency in the currency in which such Letter of Credit is denominated in an amount sufficient to enable it to deposit the actual amount of such participation in such undrawn Letter of Credit in such currency in such Lender’s Reserve Account. The Administrative Agent shall have sole dominion and control over each Reserve AccountAccount for the benefit of the Issuing Banks, and the amounts deposited in each Reserve Account shall be held in such Reserve Account until withdrawn as provided in paragraph (b), (c), (d) or (e) below. The Administrative Agent shall maintain records enabling it to determine the amounts paid over to it and deposited in the Reserve Accounts in respect of each Letter of Credit and the amounts on deposit in respect of each Letter of Credit attributable to each Lender’s CAM Percentage. The amounts held in each Lender’s RF Reserve Account or CL Reserve Account, as the case may be, shall be held as a reserve against the Revolving L/C Exposures or CL L/C LC Exposures, as the case may be, shall be the property of such Lender, shall not constitute Loans to or give rise to any claim of or against any Loan Credit Party and shall not give rise to any obligation on the part of any Borrower to pay interest to such Lender, it being agreed that the reimbursement obligations in respect of Letters of Credit shall arise only at such times as drawings are made thereunder, as provided in Section 2.052.04.

Letters of Credit. (a) In the event that on the CAM Exchange Date any RF Letter of Credit shall be outstanding and undrawn in whole or in part, each Revolving Facility Lender shall promptly pay over to the Administrative Agent, in immediately available funds, an amount in Dollars equal to such Lender’s Revolving Facility Percentage of such undrawn face amount, together with interest thereon from the CAM Exchange Date to the date on which such amount shall be paid to the Administrative Agent at the rate that would be applicable at the time to an ABR Revolving Loan in a principal amount equal to such undrawn face amount or unreimbursed drawing, as applicable. The Administrative Agent shall establish a separate account (each, an xxx “RF Reserve Account”) or accounts for each Lender for the amounts received with respect to each such RF Letter of Credit pursuant to the preceding sentence. On the CAM Exchange Date, the Administrative Agent shall request the Deposit Bank to withdraw all amounts remaining in the Credit-Linked Deposit Account (after giving effect to withdrawals therefrom made pursuant to Section 2.08(d)) less the aggregate amount (if any) equal to all unreimbursed L/C Disbursements made in respect of CL Letters of Credit not yet founded by application of Credit-Linked Deposits as contemplated by Section 2.05(e) and deposit same in a new separate account maintained with the Administrative Agent (each a “CL Reserve Account” and together with the RF Reserve Account, the “Reserve Accounts”) or accounts for such Lender. The Administrative Agent shall deposit in each Lender’s RF Reserve Account or CL Reserve Account, as the case may be, such Lender’s CAM Percentage of the amounts received from the Revolving Facility Lenders or the Credit-Linked Deposit Account, as the case may be, as provided above. The Administrative Agent shall have sole dominion and control over each Reserve Account, and the amounts deposited in each Reserve Account shall be held in such Reserve Account until withdrawn as provided in paragraph (b), (c), (d) or (e) below. The Administrative Agent shall maintain records enabling it to determine the amounts paid over to it and deposited in the Reserve Accounts in respect of each Letter of Credit and the amounts on deposit in respect of each Letter of Credit attributable to each Lender’s CAM Percentage. The amounts held in each Lender’s RF Reserve Account or CL Reserve Account, as the case may be, shall be held as a reserve against the Revolving L/C Exposures or CL L/C Exposures, as the case may be, shall be the property of such Lender, shall not constitute Loans to or give rise to any claim of or against any Loan Party and shall not give rise to any obligation on the part of any Borrower to pay interest to such Lender, it being agreed that the reimbursement obligations in respect of Letters of Credit shall arise only at such times as drawings are made thereunder, as provided in Section 2.05.

Letters of Credit. (a) In the event that on the CAM Exchange Date any RF Letter of Credit under a Tranche shall be outstanding and undrawn in whole or in part, or any L/C Disbursement shall not have been reimbursed by the Borrower or with the proceeds of a Revolving Borrowing or Swingline Borrowing, each Revolving Facility Lender under such Tranche shall promptly pay over to the Administrative Agent, in immediately available funds, an amount in Dollars equal to such Lender’s Revolving Facility Available Percentage of such undrawn face amountamount or (to the extent it has not already done so) such unreimbursed drawing, as applicable, together with interest thereon from the CAM Exchange Date to the date on which such amount shall be paid to the Administrative Agent at the rate that would be applicable at the time to an a US Tranche ABR Revolving Loan in a principal amount equal to such undrawn face amount or unreimbursed drawing, as applicable. The Administrative Agent shall establish a separate account (each, an a “RF Reserve Account”) or accounts for each Lender for the amounts received with respect to each such RF Letter of Credit pursuant to the preceding sentence. On the CAM Exchange Date, the Administrative Agent shall request the Deposit Bank to withdraw all amounts remaining in the Credit-Linked Deposit Account (after giving effect to withdrawals therefrom made pursuant to Section 2.08(d)) less the aggregate amount (if any) equal to all unreimbursed L/C Disbursements made in respect of CL Letters of Credit not yet founded by application of Credit-Linked Deposits as contemplated by Section 2.05(e) and deposit same in a new separate account maintained with the Administrative Agent (each a “CL Reserve Account” and together with the RF Reserve Account, the “Reserve Accounts”) or accounts for such Lender. The Administrative Agent shall deposit in each Lender’s RF Reserve Account or CL Reserve Account, as the case may be, such Lender’s CAM Percentage of the amounts received from the Revolving Facility Lenders or the Credit-Linked Deposit Account, as the case may be, as provided above. For the purposes of this paragraph, the Dollar Equivalent of each Lender’s participation in each Letter of Credit denominated in an Available Currency other than Dollars shall be the amount in Dollars determined by the Administrative Agent to be required in order for the Administrative Agent to purchase currency in the applicable Available Currency in an amount sufficient to enable it to deposit the actual amount of such participation in such undrawn Letter of Credit in the applicable Available Currency in such Lender’s Reserve Account. The Administrative Agent shall have sole dominion and control over each Reserve Account, and the amounts deposited in each Reserve Account shall be held in such Reserve Account until withdrawn as provided in paragraph (b), (c), (d) or (e) below. The Administrative Agent shall maintain records enabling it to determine the amounts paid over to it and deposited in the Reserve Accounts in respect of each Letter of Credit and the amounts on deposit in respect of each Letter of Credit attributable to each Lender’s CAM Percentage. The amounts held in each Lender’s RF Reserve Account or CL Reserve Account, as the case may be, shall be held as a reserve against the Revolving L/C Exposures or CL L/C LC Exposures, as the case may be, shall be the property of such Lender, shall not constitute Loans to or give rise to any claim of or against any Loan Party Borrower and shall not give rise to any obligation on the part of any Borrower to pay interest to such Lender, it being agreed that the reimbursement obligations in respect of Letters of Credit shall arise only at such times as drawings are made thereunder, as provided in Section 2.052.06.