Common use of Agreement to Repay Letter of Credit Drawings Clause in Contracts

Agreement to Repay Letter of Credit Drawings. (a) The Borrower agrees to reimburse each Issuing Lender, by making payment to the Administrative Agent in immediately available funds at the Payment Office, for any payment or disbursement made by such Issuing Lender under any Letter of Credit issued by it (each such amount, so paid until reimbursed by the Borrower, an “Unpaid Drawing”), by making payment in Dollars (in the case of all Dollar Denominated Letters of Credit), Euros (in the case of Euro Denominated Letters of Credit) or Sterling (in the case of Sterling Denominated Letters of Credit) not later than one Business Day following receipt by the Borrower of notice of such payment or disbursement (provided that no such notice shall be required to be given if a Default or an Event of Default under Section 11.05 shall have occurred and be continuing, in which case the Unpaid Drawing shall be due and payable immediately without presentment, demand, protest or notice of any kind (all of which are hereby waived by the Borrower)), with interest on the amount so paid or disbursed by such Issuing Lender, to the extent not reimbursed prior to 1:00 P.M. (New York City time) on the date of such payment or disbursement, from and including the date paid or disbursed to but excluding the date such Issuing Lender was reimbursed by the Borrower therefor at a rate per annum equal to the Base Rate as in effect from time to time plus the Applicable Margin as in effect from time to time for Revolving Loans that are maintained as Base Rate Loans; provided, however, to the extent such amounts are not reimbursed prior to 1:00 P.M. (New York time) on the third Business Day following notice to the Borrower by the Administrative Agent or the respective Issuing Lender of such payment or disbursement, interest shall thereafter accrue on the amounts so paid or disbursed by such Issuing Lender (and until reimbursed by the respective Account Party) at a rate per annum which shall be (x) in the case of Dollar Denominated Letters of Credit, Sterling Denominated Letters of Credit, the Base Rate in effect from time to time plus the Applicable Margin for Revolving Loans in each case maintained as Base Rate Loans, as in effect from time to time plus 2% and (y) in the case of Euro Denominated Letters of Credit, the Overnight Euro Rate in effect from time to time plus the Applicable Margin for Euro Denominated Loans as in effect from time to time plus any Mandatory Costs plus 2%, in each such case, with interest to be payable on demand, provided further, that it is understood and agreed, however, that the notices referred to above in this clause (a) and in the immediately preceding proviso shall not be required to be given if a Default or an Event of Default under Section 11.05 shall have occurred and be continuing (in which case the Unpaid Drawings shall be due and payable immediately without presentment, demand, protest or notice of any kind (all of which are hereby waived by each Credit Party) and shall bear interest at the rate provided in the foregoing proviso on and after the third Business Day following the respective Drawing). The respective Issuing Lender shall give the Borrower prompt notice of each Drawing under any Letter of Credit, provided that the failure to give, or any delay in giving, any such notice shall in no way affect, impair or diminish the Borrower’s obligations under this Agreement.

Agreement to Repay Letter of Credit Drawings. (a) The Subject to Section 3.05(b), (i) the U.S. Borrowers hereby jointly and severally agree (with respect to the U.S. Letters of Credit), (ii) the Canadian Borrower agrees (with respect to the Canadian Letters of Credit) and (iii) the European Borrower agrees (with respect to the European Letters of Credit) to reimburse each Issuing Lender, Lender by making payment to the Administrative Agent in the relevant Available Currency in immediately available funds at the Payment Office, Office for any payment or disbursement made by such Issuing Lender under any Letter of Credit issued by it (each such amount, so paid until reimbursed by the Borrowerapplicable Account Party, an “Unpaid Drawing”), by making payment in Dollars (in the case of all Dollar Denominated Letters of Credit), Euros (in the case of Euro Denominated Letters of Credit) or Sterling (in the case of Sterling Denominated Letters of Credit) not later than one (1) Business Day following receipt by the Borrower applicable Account Party of notice of such payment or disbursement (provided that no such notice shall be required to be given if a Default or an Event of Default under Section 11.05 shall have occurred and be continuing, in which case the Unpaid Drawing shall be due and payable immediately without presentment, demand, protest or notice of any kind (all of which are hereby waived by the BorrowerBorrowers)), with interest on the amount so paid or disbursed by such Issuing Lender, to the extent not reimbursed prior to 1:00 P.M. 12:00 noon (New York City time) on the date of such payment or disbursement, from and including the date paid or disbursed to but excluding the date such Issuing Lender was reimbursed by the Borrower respective Account Parties therefor at a rate per annum equal to the Base Rate as (or the Canadian Prime Rate in the case of Canadian Letters of Credit) in effect from time to time plus the Applicable Margin as in effect from time to time for Revolving Loans that are maintained as Base Rate LoansLoans (or Canadian Prime Rate Loans in the case of Canadian Letters of Credit); provided, however, to the extent such amounts are not reimbursed prior to 1:00 P.M. 12:00 noon (New York time) on the third Business Day following notice to the Borrower receipt by the Administrative Agent or the respective Issuing Lender Account Parties of notice of such payment or disbursementdisbursement or following the occurrence of a Default or an Event of Default under Section 11.05, interest shall thereafter accrue on the amounts so paid or disbursed by such Issuing Lender (and until reimbursed by the respective Account Party) at a rate per annum which shall be (x) in equal to the case of Dollar Denominated Letters of Creditrate otherwise applicable to the respective Unpaid Drawing as provided above, Sterling Denominated Letters of Credit, the Base Rate in effect from time to time plus the Applicable Margin for Revolving Loans in each case maintained as Base Rate Loans, as in effect from time to time plus 2% and (y) in the case of Euro Denominated Letters of Credit, the Overnight Euro Rate in effect from time to time plus the Applicable Margin for Euro Denominated Loans as in effect from time to time plus any Mandatory Costs plus 2%, in each with all such case, with interest payable pursuant to this Section 3.05 to be payable on demand, provided further, that it is understood and agreed, however, that . Notwithstanding anything to the notices referred to above in this clause (a) and contrary in the immediately preceding proviso shall not sentence, the relevant Account Party may, subject to the conditions to borrowing set forth herein, request in accordance with Section 2.03 that such payment be required financed with a Revolving Loan or a Swingline Loan, in an equivalent amount and, to be given if a Default or an Event of Default under Section 11.05 shall have occurred and be continuing (in which case the Unpaid Drawings extent so financed, such Account Party’s obligation to make such reimbursement shall be due discharged and payable immediately without presentment, demand, protest replaced by the resulting Revolving Loan or notice of any kind (all of which are hereby waived by each Credit Party) and shall bear interest at the rate provided in the foregoing proviso on and after the third Business Day following the respective Drawing)Swingline Loan. The respective Each Issuing Lender shall give the Borrower respective Account Parties and the Administrative Agent prompt written notice of each Drawing under any Letter of CreditCredit issued by it, provided that the failure to give, or any delay in giving, give any such notice shall in no way affect, impair or diminish the Borrower’s Borrowers’ obligations under this Agreementhereunder.

Agreement to Repay Letter of Credit Drawings. (a) The Each Borrower hereby jointly and severally agrees to reimburse each Issuing Lender, by making payment to the Administrative Agent in Dollars in immediately available funds at the Payment Office, for any payment or disbursement made by such Issuing Lender under any Letter of Credit issued by it (each such amount, so paid until reimbursed by the respective Borrower, an “Unpaid Drawing”), by making payment in Dollars (in the case of all Dollar Denominated Letters of Credit), Euros (in the case of Euro Denominated Letters of Credit) or Sterling (in the case of Sterling Denominated Letters of Credit) not later than one Business Day following receipt by the respective Borrower of notice of such payment or disbursement (provided that provided, that, no such notice shall be required to be given if a Default or an Event of Default under Section 11.05 shall have occurred and be continuing, in which case the Unpaid Drawing shall be due and payable immediately without presentment, demand, protest or notice of any kind (all of which are hereby waived by the BorrowerBorrowers)), with interest on the amount so paid or disbursed by such Issuing Lender, to the extent not reimbursed prior to 1:00 P.M. 12:00 Noon (New York City time) on the date of such payment or disbursement, disbursement from and including the date paid or disbursed to but excluding the date such Issuing Lender was reimbursed by the respective Borrower therefor at a rate per annum equal to the Base Rate as in effect from time to time plus the Applicable Margin as in effect from time to time for Revolving Loans that are maintained as Base Rate Loans; provided, however, to the extent such amounts are not reimbursed prior to 1:00 P.M. 12:00 Noon (New York City time) on the third Business Day following notice to the Borrower receipt by the Administrative Agent or the respective Issuing Lender Borrower of notice of such payment or disbursementdisbursement or following the occurrence of a Default or an Event of Default under Section 11.05, interest shall thereafter accrue on the amounts so paid or disbursed by such Issuing Lender (and until reimbursed by the respective Account PartyBorrowers) at a rate per annum which shall be (x) in the case of Dollar Denominated Letters of Credit, Sterling Denominated Letters of Credit, equal to the Base Rate as in effect from time to time plus the Applicable Margin for Revolving Loans in each case that are maintained as Base Rate Loans, Loans as in effect from time to time plus 2% and (y) in the case of Euro Denominated Letters of Credit, the Overnight Euro Rate in effect from time to time plus the Applicable Margin for Euro Denominated Loans as in effect from time to time plus any Mandatory Costs plus 2%, in each with such case, with interest to be payable on demand, provided further, that it is understood and agreed, however, that the notices referred to above in this clause (a) and in the immediately preceding proviso shall not be required to be given if a Default or an Event of Default under Section 11.05 shall have occurred and be continuing (in which case the Unpaid Drawings shall be due and payable immediately without presentment, demand, protest or notice of any kind (all of which are hereby waived by each Credit Party) and shall bear interest at the rate provided in the foregoing proviso on and after the third Business Day following the respective Drawing). The respective Each Issuing Lender shall give the respective Borrower prompt written notice of each Drawing under any Letter of CreditCredit issued by it; provided, provided that that, the failure to give, or any delay in giving, give any such notice shall in no way affect, impair or diminish the Borrower’s Borrowers’ obligations under this Agreementhereunder.

Agreement to Repay Letter of Credit Drawings. (a) The Borrower hereby agrees to reimburse each Issuing Lenderthe Letter of Credit Issuer, by making payment to the Administrative Agent in Dollars in immediately available funds at the Payment Administrative Agent's Office, for any payment or disbursement made by such Issuing Lender the Letter of Credit Issuer under any Letter of Credit issued by it (each such amount, amount so paid until reimbursed by the Borrowerreimbursed, an “"Unpaid Drawing”)") immediately after, by making payment and in Dollars (in any event on the case of all Dollar Denominated Letters of Credit)date of, Euros (in the case of Euro Denominated Letters of Credit) or Sterling (in the case of Sterling Denominated Letters of Credit) not later than one Business Day following receipt by the Borrower of notice of such payment or disbursement (provided that no such notice shall be required to be given if a Default or an Event of Default under Section 11.05 shall have occurred and be continuing, in which case the Unpaid Drawing shall be due and payable immediately without presentment, demand, protest or notice of any kind (all of which are hereby waived by the Borrower))payment, with interest on the amount so paid or disbursed by such Issuing Lenderthe Letter of Credit Issuer, to the extent not reimbursed prior to 1:00 5:00 P.M. (New York City time) on the date of such payment or disbursement, from and including the date paid or disbursed to but excluding the date such Issuing Lender was the Letter of Credit Issuer is reimbursed by the Borrower therefor therefor, at a rate per annum equal to that shall at all times be the Base Rate Applicable ABR Margin plus the ABR as in effect from time to time plus the Applicable Margin as time, provided that, notwithstanding anything contained in effect from time to time for Revolving Loans that are maintained as Base Rate Loans; provided, however, this Agreement to the extent such amounts are not reimbursed contrary, (i) unless the Borrower shall have notified the Administrative Agent and the Letter of Credit Issuer prior to 1:00 P.M. 10:00 A.M. on the date of such drawing that the Borrower intends to reimburse the Letter of Credit Issuer for the amount of such drawing with funds other than the proceeds of Loans, the Borrower shall be deemed to have given a Notice of Borrowing to the Administrative Agent requesting that the Lenders make Revolving Credit Loans (New York timewhich shall initially be ABR Loans) on the third Business Day following notice date on which such drawing is honored in an amount equal to the Borrower by the Administrative Agent or the respective Issuing Lender amount of such payment or disbursementdrawing and (ii) each Lender shall, interest shall thereafter accrue on the amounts so paid or disbursed by such Issuing Lender (and until reimbursed by the respective Account Party) at a rate per annum which shall be (x) in the case of Dollar Denominated Letters of Creditdate, Sterling Denominated Letters of Credit, the Base Rate in effect from time to time plus the Applicable Margin for make Revolving Credit Loans in each case maintained as Base Rate Loans, as an amount equal to such Lender's pro rata portion of such Borrowing in effect from time to time plus 2% and (y) in accordance with the case provisions of Euro Denominated Letters of Credit, the Overnight Euro Rate in effect from time to time plus the Applicable Margin for Euro Denominated Loans as in effect from time to time plus any Mandatory Costs plus 2%, in each such case, with interest to be payable on demand, provided further, that it is understood and agreed, however, that the notices referred to above in this clause (a) and in the immediately preceding proviso shall not be required to be given if a Default or an Event of Default under Section 11.05 shall have occurred and be continuing (in which case the Unpaid Drawings shall be due and payable immediately without presentment, demand, protest or notice of any kind (all of which are hereby waived by each Credit Party) and shall bear interest at the rate provided in the foregoing proviso on and after the third Business Day following the respective Drawing). The respective Issuing Lender shall give the Borrower prompt notice of each Drawing under any Letter of Credit, provided that the failure to give, or any delay in giving, any such notice shall in no way affect, impair or diminish the Borrower’s obligations under this Agreement2.4.

Agreement to Repay Letter of Credit Drawings. (a) The U.S. Borrower hereby agrees (in the case of U.S Borrower Letters of Credit), and the Bermuda Borrower hereby agrees (in the case of Bermuda Borrower Letters of Credit) to reimburse each the respective Issuing Lender, by making payment in Dollars (or, if the respective Letter of Credit is denominated in an Alternative Currency, in an amount equal to the Dollar Equivalent of the respective payment or disbursement, as determined by the Administrative Agent on the date of such payment or disbursement) to the Administrative Agent in immediately available funds at the Payment OfficeOffice (or by making the payment directly to such Issuing Lender at such location as may otherwise have been agreed upon by the respective Account Party and such Issuing Lender), for any payment or disbursement (in the case of any such payment or disbursement under any Non-Dollar Denominated Letter of Credit, taking the Dollar Equivalent, as determined by the Administrative Agent, of the amount of the respective payment or disbursement on the date upon which the respective payment or disbursement is made) made by such Issuing Lender under any Letter of Credit issued by it (each such amount, amount so paid until reimbursed by the Borrowerreimbursed, an “Unpaid Drawing”), by making payment in Dollars (in the case of all Dollar Denominated Letters of Credit), Euros (in the case of Euro Denominated Letters of Credit) or Sterling (in the case of Sterling Denominated Letters of Credit) not later than one the third Business Day following receipt by after the Borrower of notice Administrative Agent or the Issuing Lender notifies the respective Account Party of such payment or disbursement (provided that no such notice shall be required to be given if a Default or an Event of Default under Section 11.05 10.05 shall have occurred and be continuing, in which case the all such Unpaid Drawing Drawings shall be due and payable immediately without presentment, demand, protest or notice of any kind (all of which are hereby waived by the Borrowerrespective Account Party)), with interest on the amount so paid or disbursed by such Issuing Lender, to the extent not reimbursed prior to 1:00 P.M. (New York City time) ), on the date of such payment or disbursement, from and including the date paid or disbursed to but excluding the date such Issuing Lender was is reimbursed by the Borrower respective Account Party therefor at a rate per annum equal to the Base Rate as in effect from time to time plus the Applicable Margin for Tranche B Term Loans maintained as Base Rate Loans, as in effect from time to time for Revolving Loans that are maintained as Base Rate Loanstime; provided, however, to the extent such amounts are not reimbursed prior to 1:00 P.M. (New York time) on the third Business Day following the receipt by the Account Party of notice to the Borrower respective Account Party by the Administrative Agent or the respective Issuing Lender of such payment or disbursementdisbursement (or, if sooner, from the date of occurrence of a Default or an Event of Default under Section 10.05), interest shall thereafter accrue on the amounts so paid or disbursed by such Issuing Lender (and until reimbursed by the respective Account Party) at a rate per annum which shall be (x) in the case of Dollar Denominated Letters of Credit, Sterling Denominated Letters of Credit, the Base Rate in effect from time to time plus the Applicable Margin for Revolving Loans in each case maintained as Base Rate Loans, as in effect from time to time plus is 2% and (y) in excess of the case of Euro Denominated Letters of Credit, rate otherwise applicable to the Overnight Euro Rate in effect from time to time plus the Applicable Margin for Euro Denominated Loans respective Unpaid Drawing as in effect from time to time plus any Mandatory Costs plus 2%, in each such caseprovided above, with all such interest payable pursuant to this Section 2A.05 to be payable on demand, provided further, that it is understood and agreed, however, that the notices referred to above in this clause (a) and in the immediately preceding proviso shall not be required to be given if a Default or an Event of Default under Section 11.05 shall have occurred and be continuing (in which case the Unpaid Drawings shall be due and payable immediately without presentment, demand, protest or notice of any kind (all of which are hereby waived by each Credit Party) and shall bear interest at the rate provided in the foregoing proviso on and after the third Business Day following the respective Drawing). The respective Issuing Lender shall give the Borrower respective Account Party prompt notice of each Drawing under any Letter of Credit, provided that the failure to give, or any delay in giving, any such notice shall in no way affect, impair or diminish the Borrowerrespective Account Party’s obligations under this Agreement. The obligations of the respective Account Party to repay Unpaid Drawings as required above shall not be reduced, or satisfied, in any respect by payments made to the Issuing Lender with any amounts on deposit in the Credit-Linked Deposit Account or as otherwise provided in Section 2A.04(c).

Agreement to Repay Letter of Credit Drawings. (a) The Each Borrower hereby jointly and severally agrees to reimburse each Issuing Lender, by making payment to the Administrative Agent in Dollars in immediately available funds at the Payment Office, for any payment or disbursement made by such Issuing Lender under any Letter of Credit issued by it (each such amount, so paid until reimbursed by the BorrowerBorrowers, an “Unpaid Drawing”), by making payment in Dollars (in the case of all Dollar Denominated Letters of Credit), Euros (in the case of Euro Denominated Letters of Credit) or Sterling (in the case of Sterling Denominated Letters of Credit) not later than one Business Day following receipt by the Borrower Company of notice of such payment or disbursement (provided provided, that no such notice shall be required to be given if a Default or an Event of Default under Section 11.05 11.01(e) shall have occurred and be continuing, in which case the Unpaid Drawing shall be due and payable immediately without presentment, demand, protest or notice of any kind (all of which are hereby waived by the BorrowerBorrowers)), with interest on the amount so paid or disbursed by such Issuing Lender, to the extent not reimbursed prior to 1:00 12:00 P.M. (noon) (New York City time) on the date of such payment or disbursement, disbursement from and including the date paid or disbursed to but excluding the date such Issuing Lender was reimbursed by the Borrower Borrowers therefor at a rate per annum equal to the Base Rate as in effect from time to time plus the Applicable Margin as in effect from time to time for Revolving Loans that are maintained as Base Rate Loans; provided, however, to the extent such amounts are not reimbursed prior to 1:00 12:00 P.M. (noon) (New York City time) on the third Business Day following notice to the Borrower receipt by the Administrative Agent or the respective Issuing Lender Company of notice of such payment or disbursementdisbursement or following the occurrence of a Default or an Event of Default under Section 11.01(e), interest shall thereafter accrue on the amounts so paid or disbursed by such Issuing Lender (and until reimbursed by the respective Account PartyBorrowers) at a rate per annum which shall be (x) in the case of Dollar Denominated Letters of Credit, Sterling Denominated Letters of Credit, equal to the Base Rate as in effect from time to time plus the Applicable Margin for Revolving Loans in each case that are maintained as Base Rate Loans, Loans as in effect from time to time plus 2% and (y) in the case of Euro Denominated Letters of Credit, the Overnight Euro Rate in effect from time to time plus the Applicable Margin for Euro Denominated Loans as in effect from time to time plus any Mandatory Costs plus 2%, in each with such case, with interest to be payable on demand, provided further, that it is understood and agreed, however, that the notices referred to above in this clause (a) and in the immediately preceding proviso shall not be required to be given if a Default or an Event of Default under Section 11.05 shall have occurred and be continuing (in which case the Unpaid Drawings shall be due and payable immediately without presentment, demand, protest or notice of any kind (all of which are hereby waived by each Credit Party) and shall bear interest at the rate provided in the foregoing proviso on and after the third Business Day following the respective Drawing). The respective Each Issuing Lender shall give the Borrower Company prompt written notice of each Drawing under any Letter of CreditCredit issued by it; provided, provided that the failure to give, or any delay in giving, give any such notice shall in no way affect, impair or diminish the Borrower’s Borrowers’ obligations under this Agreementhereunder.

Agreement to Repay Letter of Credit Drawings. (a) The Borrower hereby agrees to reimburse (or cause any Subsidiary for whose account a Letter of Credit was issued to reimburse) each Issuing LenderLetter of Credit Issuer, by making payment directly to the Administrative Agent such Letter of Credit Issuer in immediately available funds at the Payment Officepayment office of such Letter of Credit Issuer, for any payment or disbursement made by such Issuing Lender Letter of Credit Issuer under any Letter of Credit issued by it (each such amount, amount so paid or disbursed until reimbursed by the Borrowerreimbursed, an “Unpaid Drawing”), by making payment in Dollars (in the case of all Dollar Denominated Letters of Credit), Euros (in the case of Euro Denominated Letters of Credit) or Sterling (in the case of Sterling Denominated Letters of Credit"UNPAID DRAWING") not later than one the Business Day immediately following receipt by the Business Day on which such Letter of Credit Issuer notifies the Borrower (or any such Subsidiary for whose account such Letter of notice Credit was issued) of such payment or disbursement (provided that no which notice to the Borrower (or such notice Subsidiary) shall be required delivered reasonably promptly after any such payment or disbursement), such payment to be given if a Default or an Event of Default under Section 11.05 shall have occurred and be continuing, made in which case the Unpaid Drawing shall be due and payable immediately without presentment, demand, protest or notice of any kind (all of which are hereby waived by the Borrower))Dollars, with interest on the amount so paid or disbursed by such Issuing LenderLetter of Credit Issuer, to the extent not reimbursed prior to 1:00 P.M. (New York City timelocal time at the payment office of the Letter of Credit Issuer) on the date of such payment or disbursement, from and including the date paid or disbursed to but excluding not including the date such Issuing Lender was Letter of Credit Issuer is reimbursed by the Borrower therefor at a rate per annum equal to the Base Rate as in effect from time to time plus the Applicable Margin as in effect from time to time for Revolving Loans that are maintained as Base Rate Loans; provided, however, to the extent such amounts are not reimbursed prior to 1:00 P.M. (New York time) on the third Business Day following notice to the Borrower by the Administrative Agent or the respective Issuing Lender of such payment or disbursement, interest shall thereafter accrue on the amounts so paid or disbursed by such Issuing Lender (and until reimbursed by the respective Account Party) at a rate per annum which shall be the rate then applicable to Loans which are Prime Rate Loans (x) in the case of Dollar Denominated Letters of Credit, Sterling Denominated Letters of Credit, the Base Rate in effect from time to time plus the Applicable Margin for Revolving Loans in each case maintained as Base Rate Loans, as in effect from time to time plus an additional 2% and (y) in per annum if not reimbursed by the case third Business Day after the date of Euro Denominated Letters of Creditsuch payment or disbursement), the Overnight Euro Rate in effect from time to time plus the Applicable Margin for Euro Denominated Loans as in effect from time to time plus any Mandatory Costs plus 2%, in each such case, with interest also to be payable on demand. If by 11:00 A.M. on the Business Day immediately following notice to it of its obligation to make reimbursement in respect of an Unpaid Drawing, provided furtherthe Borrower has not made such reimbursement out of its available cash on hand or a contemporaneous Borrowing hereunder, that it is understood (x) the Borrower will be deemed to have given a Notice of Borrowing for Prime Rate Loans in an aggregate principal amount sufficient to reimburse such Unpaid Drawing (and agreedthe Administrative Agent shall promptly give notice to the Lenders of such deemed Notice of Borrowing), however(y) the Lenders shall, that unless they are legally prohibited from doing so, make the notices referred Loans contemplated by such deemed Notice of Borrowing (which Loans shall be considered made under section 2.1 hereof), and (z) the proceeds of such Prime Rate Loans shall be disbursed directly to above in this clause (a) and in the immediately preceding proviso shall not be required applicable Letter of Credit Issuer to the extent necessary to effect such reimbursement, with any excess proceeds to be given if a Default or an Event of Default under Section 11.05 shall have occurred and be continuing (in which case the Unpaid Drawings shall be due and payable immediately without presentment, demand, protest or notice of any kind (all of which are hereby waived by each Credit Party) and shall bear interest at the rate provided in the foregoing proviso on and after the third Business Day following the respective Drawing). The respective Issuing Lender shall give made available to the Borrower prompt notice in accordance with the applicable provisions of each Drawing under any Letter of Credit, provided that the failure to give, or any delay in giving, any such notice shall in no way affect, impair or diminish the Borrower’s obligations under this Agreement.

Agreement to Repay Letter of Credit Drawings. (a) The Borrower agrees Borrowers hereby agree to reimburse each Issuing Lenderthe Letter of Credit Issuer, by making payment in Dollars to the Administrative Agent in immediately available funds at the Payment Office, for any payment or disbursement made by such Issuing Lender the Letter of Credit Issuer under any Letter of Credit issued by it (each such amount, amount so paid until reimbursed by the Borrowerreimbursed, an “Unpaid Drawing”), by making payment in Dollars (in the case of all Dollar Denominated Letters of Credit), Euros (in the case of Euro Denominated Letters of Credit) or Sterling (in the case of Sterling Denominated Letters of Credit) not no later than the date that is one Business Day following receipt by after the date on which the Parent Borrower of receives notice of such payment or disbursement (provided that no such notice shall be required to be given if a Default or an Event of Default under Section 11.05 shall have occurred and be continuing, in which case the Unpaid Drawing shall be due and payable immediately without presentment, demand, protest or notice of any kind (all of which are hereby waived by the Borrower)“Reimbursement Date”), with interest on the amount so paid or disbursed by such Issuing Lenderthe Letter of Credit Issuer, to the extent not reimbursed prior to 1:00 P.M. 5:00 p.m. (New York City time) on the date of such payment or disbursementReimbursement Date, from and including the Reimbursement Date to the date paid or disbursed to but excluding the date such Issuing Lender was Letter of Credit Issuer is reimbursed by the Borrower therefor at a rate per annum equal to that shall at all times be the Base Rate Applicable ABR Margin plus the ABR as in effect from time to time plus time; provided that, notwithstanding anything contained in this Agreement to the Applicable Margin contrary, (i) unless the Parent Borrower shall have notified the Administrative Agent and the relevant Letter of Credit Issuer prior to 12:00 noon (New York City time) on the Reimbursement Date that the Parent Borrower on behalf of the Borrowers intends to reimburse the relevant Letter of Credit Issuer for the amount of such drawing with funds other than the proceeds of Loans, the Parent Borrower on behalf of the Borrowers shall be deemed to have given a Notice of Borrowing requesting that, with respect to Letters of Credit, the Lenders with Revolving Credit Commitments make Revolving Credit Loans (which shall be ABR Loans) on the Reimbursement Date in the amount of such drawing and (ii) the Administrative Agent shall promptly notify each relevant L/C Participant of such drawing and the amount of its Revolving Credit Loan to be made in respect thereof, and each L/C Participant shall be irrevocably obligated to make a Revolving Credit Loan to the Parent Borrower on behalf of the Borrowers in the manner deemed to have been requested in the amount of its Revolving Credit Commitment Percentage of the applicable Unpaid Drawing by 2:00 p.m. (New York City time) on such Reimbursement Date by making the amount of such Revolving Credit Loan available to the Administrative Agent. Such Revolving Credit Loans shall be made without regard to the Minimum Borrowing Amount. The Administrative Agent shall use the proceeds of such Revolving Credit Loans solely for purpose of reimbursing the Letter of Credit Issuer for the related Unpaid Drawing. In the event that the Parent Borrower fails to Cash Collateralize any Letter of Credit that is outstanding on the Final Maturity Date, the full amount of the Letters of Credit Outstanding in respect of such Letter of Credit shall be deemed to be an Unpaid Drawing subject to the provisions of this Section 3.4 except that the Letter of Credit Issuer shall hold the proceeds received from the L/C Participants as contemplated above as cash collateral for such Letter of Credit to reimburse any Drawing under such Letter of Credit and shall use such proceeds first, to reimburse itself for any Drawings made in effect from time to time for Revolving Loans that are maintained as Base Rate Loans; providedrespect of such Letter of Credit following the L/C Maturity Date, howeversecond, to the extent such amounts are not reimbursed prior to 1:00 P.M. (New York time) on the third Business Day following notice Letter of Credit expires or is returned undrawn while any such cash collateral remains, to the repayment of obligations in respect of any Revolving Credit Loans that have not paid at such time and third, to the Parent Borrower or as otherwise directed by the Administrative Agent or the respective Issuing Lender a court of such payment or disbursement, interest shall thereafter accrue on the amounts so paid or disbursed by such Issuing Lender (and until reimbursed by the respective Account Party) at a rate per annum which shall be (x) in the case of Dollar Denominated Letters of Credit, Sterling Denominated Letters of Credit, the Base Rate in effect from time to time plus the Applicable Margin for Revolving Loans in each case maintained as Base Rate Loans, as in effect from time to time plus 2% and (y) in the case of Euro Denominated Letters of Credit, the Overnight Euro Rate in effect from time to time plus the Applicable Margin for Euro Denominated Loans as in effect from time to time plus any Mandatory Costs plus 2%, in each such case, with interest to be payable on demand, provided further, that it is understood and agreed, however, that the notices referred to above competent jurisdiction. Nothing in this clause (aSection 3.4(a) and in shall affect the immediately preceding proviso shall not be required to be given if a Default or an Event of Default under Section 11.05 shall have occurred and be continuing (in which case the Unpaid Drawings shall be due and payable immediately without presentment, demand, protest or notice of any kind (all of which are hereby waived by each Credit Party) and shall bear interest at the rate provided in the foregoing proviso on and after the third Business Day following the respective Drawing). The respective Issuing Lender shall give the Borrower prompt notice of each Drawing under any Letter of Credit, provided that the failure to give, or any delay in giving, any such notice shall in no way affect, impair or diminish the Parent Borrower’s obligations under obligation to repay all outstanding Revolving Credit Loans when due in accordance with the terms of this Agreement.

Agreement to Repay Letter of Credit Drawings. (a) The Borrower agrees to reimburse each Issuing Lender, by making payment to the Administrative Agent in immediately available funds at the Payment Office, for any payment or disbursement made by such Issuing Lender under any Letter of Credit issued by it (each such amount, so paid until reimbursed by the Borrower, an “Unpaid Drawing”), by making payment in Dollars (in the case of all Dollar Denominated Letters of Credit), Euros (in the case of Euro Denominated Letters of Credit) or Sterling (in the case of Sterling Denominated Letters of Credit) not later than one two Business Day Days following receipt by the Borrower of notice of such payment or disbursement (provided that no such notice shall be required to be given if a Default or an Event of Default under Section 11.05 12(h) or 12(i) shall have occurred and be continuing, in which case the Unpaid Drawing shall be due and payable immediately without presentment, demand, protest or notice of any kind (all of which are hereby waived by the Borrower)), with interest on the amount so paid or disbursed by such Issuing Lender, to the extent not reimbursed prior to 1:00 P.M. 12:00 Noon (New York City time) on the date of such payment or disbursement, from and including the date paid or disbursed to but excluding the date such Issuing Lender was reimbursed by the Borrower therefor at a rate per annum equal to the Base Rate as in effect from time to time plus the Applicable Margin as in effect from time to time for Revolving Loans that are maintained as Base Rate Loans; provided, however, to the extent such amounts are not reimbursed prior to 1:00 P.M. 12:00 Noon (New York City time) on the third Business Day following notice to the receipt by the Borrower by the Administrative Agent or the respective Issuing Lender of notice of such payment or disbursementdisbursement or following the occurrence of a Default or an Event of Default under Section 12(h) or 12(i), interest shall thereafter accrue on the amounts so paid or disbursed by such Issuing Lender (and until reimbursed by the respective Account PartyBorrower) at a rate per annum which shall be (x) in the case of Dollar Denominated Letters of Credit, Sterling Denominated Letters of Credit, equal to the Base Rate as in effect from time to time plus the Applicable Margin for Revolving Loans in each case that are maintained as Base Rate Loans, Loans as in effect from time to time plus 2% and (y) in the case of Euro Denominated Letters of Credit, the Overnight Euro Rate in effect from time to time plus the Applicable Margin for Euro Denominated Loans as in effect from time to time plus any Mandatory Costs plus 2%, in each with such case, with interest to be payable on demand, provided further, that it is understood and agreed, however, that the notices referred to above in this clause (a) and in the immediately preceding proviso shall not be required to be given if a Default or an Event of Default under Section 11.05 shall have occurred and be continuing (in which case the Unpaid Drawings shall be due and payable immediately without presentment, demand, protest or notice of any kind (all of which are hereby waived by each Credit Party) and shall bear interest at the rate provided in the foregoing proviso on and after the third Business Day following the respective Drawing). The respective Each Issuing Lender shall give the Borrower prompt written notice of each Drawing under any Letter of CreditCredit issued by it, provided that the failure to give, or any delay in giving, give any such notice shall in no way affect, impair or diminish the Borrower’s obligations under this Agreementobligation to repay such drawing and interest thereon as provided herein.

Agreement to Repay Letter of Credit Drawings. (a) The Borrower hereby agrees to reimburse each the respective Issuing LenderBank, by making payment directly to the Administrative Agent such Issuing Bank in immediately available funds at the Payment Officefunds, for any payment or disbursement made by such Issuing Lender it under any Letter of Credit issued by it (each such amount, so paid until reimbursed by the Borrowerreimbursed, an “"Unpaid Drawing”"), by making payment in Dollars (in the case of all Dollar Denominated Letters of Credit), Euros (in the case of Euro Denominated Letters of Credit) or Sterling (in the case of Sterling Denominated Letters of Credit) not no later than one three Business Day following receipt by Days after the Borrower of notice date of such payment or disbursement (provided that no such notice shall be required to be given if a Default or an Event of Default under Section 11.05 shall have occurred and be continuing, in which case the Unpaid Drawing shall be due and payable immediately without presentment, demand, protest or notice of any kind (all of which are hereby waived by the Borrower))disbursement, with interest on the amount so paid or disbursed by such Issuing LenderBank, to the extent not reimbursed prior to 1:00 P.M. 12:00 Noon (New York City time) on the date of such payment or disbursement, from and including the date paid or disbursed to but excluding the date such Issuing Lender Bank was reimbursed by the Borrower therefor at a rate per annum equal to which shall be the Base Rate as in effect from time to time plus the Applicable Margin as in effect from time to time for Revolving Loans that are maintained as Base Rate Loans; provided, however, to the extent such amounts are not reimbursed prior to 1:00 P.M. 12:00 Noon (New York time) on the third fifth Business Day following notice to the Borrower by the Administrative Agent or the respective Issuing Lender of such payment or disbursement, interest shall thereafter accrue on the amounts so paid or disbursed by such Issuing Lender Bank (and until reimbursed by the respective Account PartyBorrower) at a rate per annum which shall be (x) in the case of Dollar Denominated Letters of Credit, Sterling Denominated Letters of Credit, the Base Rate in effect from time to time plus the Applicable Margin for Revolving Loans in each case maintained as Base Rate Loans, as in effect from time to time plus 2% and (y) in the case of Euro Denominated Letters of Credit, the Overnight Euro Rate in effect from time to time plus the Applicable Margin for Euro Denominated Loans as in effect from time to time plus any Mandatory Costs plus 2%, in each such case, with interest to be payable on demand, provided further, that it is understood and agreed, however, that the notices referred to above in this clause (a) and in the immediately preceding proviso shall not be required to be given if a Default or an Event of Default under Section 11.05 shall have occurred and be continuing (in which case the Unpaid Drawings shall be due and payable immediately without presentment, demand, protest or notice of any kind (all of which are hereby waived by each Credit Party) and shall bear interest at the rate provided in the foregoing proviso on and after the third Business Day following the respective Drawing). The respective Issuing Lender Bank shall give the Borrower prompt notice of each Drawing under any Letter of Credit, provided that the failure to give, or any delay in giving, give any such notice shall in no way affect, impair or diminish the Borrower’s 's obligations under this Agreementhereunder.

Agreement to Repay Letter of Credit Drawings. (a) The Borrower hereby agrees to reimburse each Issuing Lenderthe Letter of Credit Issuer in Dollars with respect to any drawing under any Letter of Credit, by making payment payment, whether with its own funds, with the proceeds of Revolving Credit Loans or any other source, to the Administrative Agent for the account of the Letter of Credit Issuer in immediately available funds at the Payment Officefunds, for any payment or disbursement made by such Issuing Lender the Letter of Credit Issuer under any Letter of Credit issued by it (with respect to each such amount, amount so paid under a Letter of Credit until reimbursed by the Borrowerreimbursed, an a “Unpaid Drawing”), by making payment in Dollars ” (in the case of all Dollar Denominated Letters of Credit), Euros (in the case of Euro Denominated Letters of Crediti) or Sterling (in the case of Sterling Denominated Letters of Credit) not later than within one Business Day following receipt by of the Borrower of notice date of such payment or disbursement (provided that no or within two Business Days from such date of payment or disbursement, if the aggregate Revolving Credit Exposures of the applicable Class of Lenders equals the Total Revolving Credit Commitments of such Class of Lenders on the date of payment or disbursement), if the Letter of Credit Issuer provides notice to the Borrower of such payment or disbursement prior to 11:00 a.m. (New York City time) on such next succeeding Business Day after the date of such payment or disbursement or (ii) if such notice shall be is received after such time, on the next Business Day from the receipt of such notice (or within two Business Days from the receipt of such notice, if the aggregate Revolving Credit Exposures of the applicable Class of Lenders equals the Total Revolving Credit Commitments of such Class of Lenders on the date of payment or disbursement) following the date of receipt of such notice (such required to be given if a Default date for reimbursement under clause (i) or an Event of Default under Section 11.05 shall have occurred and be continuing(ii), in which case as applicable (the Unpaid Drawing shall be due and payable immediately without presentment, demand, protest or notice of any kind (all of which are hereby waived by the Borrower)“Required Reimbursement Date”), with interest on the amount so paid or disbursed by such Issuing LenderLetter of Credit Issuer, from and including the date of such payment or disbursement to but excluding the Required Reimbursement Date, at the per annum rate for each day equal to the extent not reimbursed rate described in Section 2.8(a); provided that, notwithstanding anything contained in this Agreement to the contrary, with respect to any Letter of Credit, (i) unless the Borrower shall have notified the Administrative Agent and the Letter of Credit Issuer prior to 1:00 P.M. 11:00 a.m. (New York City time) on the date Required Reimbursement Date that the Borrower intends to reimburse the Letter of Credit Issuer for the amount of such drawing with funds other than the proceeds of Revolving Credit Loans, the Borrower shall be deemed to have given a Notice of Borrowing requesting that the Lenders with Revolving Credit Commitments make Revolving Credit Loans (which shall be ABR Loans) on the Required Reimbursement Date in an amount equal to the amount of such drawing, and (ii) the Administrative Agent shall promptly notify each Letter of Credit Participant of such drawing and the amount of its Revolving Credit Loan to be made in respect thereof, and each Letter of Credit Participant shall be irrevocably obligated to make a Revolving Credit Loan to the Borrower in the manner deemed to have been requested in the amount of its Revolving Credit Commitment Percentage of the applicable Unpaid Drawing by 12:00 noon (New York City time) on such Required Reimbursement Date by making the amount of such Revolving Credit Loan available to the Administrative Agent. Such Revolving Credit Loans made in respect of such Unpaid Drawing on such Required Reimbursement Date shall be made without regard to the Minimum Borrowing Amount and without regard to the satisfaction of the conditions set forth in Section 7. The Administrative Agent shall use the proceeds of such Revolving Credit Loans solely for the purpose of reimbursing the Letter of Credit Issuer for the related Unpaid Drawing. If and to the extent such Letter of Credit Participant shall not have so made its Revolving Credit Commitment Percentage of the amount of such payment available to the Administrative Agent for the account of the Letter of Credit Issuer, or disbursementthat in the sole judgment of the Letter of Credit Issuer, from and including such Revolving Credit Loan cannot for any reason be made on the date paid or disbursed otherwise required above (including as a result of the commencement of a proceeding under any Debtor Relief Law in respect of the Borrower), each Letter of Credit Participant hereby agrees that its participation in such Unpaid Drawing shall remain outstanding in lieu of funding its portion of such Revolving Credit Loan and such Letter of Credit Participant agrees to but excluding pay to the Administrative Agent for the account of the Letter of Credit Issuer, forthwith on demand, such amount, together with interest thereon for each day from such date until the date such Issuing Lender was reimbursed by amount is paid to the Borrower therefor Administrative Agent for the account of the Letter of Credit Issuer at a rate per annum equal to the Base Overnight Rate as in effect from time to time then in effect, plus any administrative, processing or similar fees customarily charged by the Applicable Margin as Letter of Credit Issuer in effect from time connection with the foregoing. The failure of any Letter of Credit Participant to time for Revolving Loans that are maintained as Base Rate Loans; provided, however, make available to the extent such amounts are not reimbursed prior to 1:00 P.M. (New York time) on the third Business Day following notice to the Borrower by the Administrative Agent or for the respective Issuing Lender account of such payment or disbursement, interest shall thereafter accrue on the amounts so paid or disbursed by such Issuing Lender (and until reimbursed by the respective Account Party) at a rate per annum which shall be (x) in the case Letter of Dollar Denominated Letters of Credit, Sterling Denominated Letters of Credit, the Base Rate in effect from time to time plus the Applicable Margin for Credit Issuer its Revolving Loans in each case maintained as Base Rate Loans, as in effect from time to time plus 2% and (y) in the case of Euro Denominated Letters of Credit, the Overnight Euro Rate in effect from time to time plus the Applicable Margin for Euro Denominated Loans as in effect from time to time plus any Mandatory Costs plus 2%, in each such case, with interest to be payable on demand, provided further, that it is understood and agreed, however, that the notices referred to above in this clause (a) and in the immediately preceding proviso shall not be required to be given if a Default or an Event of Default under Section 11.05 shall have occurred and be continuing (in which case the Unpaid Drawings shall be due and payable immediately without presentment, demand, protest or notice Credit Commitment Percentage of any kind (all of which are hereby waived by each Credit Party) and shall bear interest at the rate provided in the foregoing proviso on and after the third Business Day following the respective Drawing). The respective Issuing Lender shall give the Borrower prompt notice of each Drawing payment under any Letter of CreditCredit shall not relieve any other Letter of Credit Participant of its obligation hereunder to make available to the Administrative Agent for the account of the Letter of Credit Issuer its Revolving Credit Commitment Percentage of any payment under such Letter of Credit on the date required, provided that as specified above, but no Letter of Credit Participant shall be responsible for the failure of any other Letter of Credit Participant to give, or any delay in giving, make available to the Administrative Agent such other Letter of Credit Participant’s Revolving Credit Commitment Percentage of any such notice shall in no way affect, impair or diminish the Borrower’s obligations under this Agreementpayment.

Agreement to Repay Letter of Credit Drawings. (a) The Borrower hereby agrees to reimburse each Issuing Lenderthe Letter of Credit Issuer, by making payment with respect to any drawing under any Letter of Credit to the Revolver Administrative Agent in the same currency in which such drawing was made unless the Letter of Credit Issuer (at its option) shall have specified in the notice of drawing that it will require reimbursement in Dollars. In the case of any reimbursement in Dollars of a drawing of a Letter of Credit denominated in an Alternative Currency, the Letter of Credit Issuer shall notify the Borrower of the Dollar Equivalent of the amount of the drawing promptly following the determination thereof. Any such reimbursement shall be made by the Borrower to the Revolver Administrative Agent in immediately available funds at the Payment Office, for any payment or disbursement made by such Issuing Lender the Letter of Credit Issuer under any Letter of Credit issued by it (each such amount, amount so paid until reimbursed by the Borrowerreimbursed, an “Unpaid Drawing”), by making payment in Dollars (in the case of all Dollar Denominated Letters of Credit), Euros (in the case of Euro Denominated Letters of Credit) or Sterling (in the case of Sterling Denominated Letters of Credit) not no later than the date that is one Business Day following receipt by after the date on which the Borrower of receives written notice of such payment or disbursement (provided that no such notice shall be required to be given if a Default or an Event of Default under Section 11.05 shall have occurred and be continuing, in which case the Unpaid Drawing shall be due and payable immediately without presentment, demand, protest or notice of any kind (all of which are hereby waived by the Borrower)“Reimbursement Date”), with interest on the amount so paid or disbursed by such Issuing Lenderthe Letter of Credit Issuer, to the extent not reimbursed prior to 1:00 P.M. 5:00 p.m. (New York City time) on the date of such payment or disbursementReimbursement Date, from and including the Reimbursement Date to the date paid or disbursed to but excluding the date such Issuing Lender was Letter of Credit Issuer is reimbursed by the Borrower therefor at a rate per annum equal to that shall at all times be the Base Rate Applicable Margin for ABR Loans that are Revolving Credit Loans plus the ABR as in effect from time to time plus time, provided that, notwithstanding anything contained in this Agreement to the Applicable Margin contrary, (i) unless the Borrower shall have notified the Revolver Administrative Agent and the relevant Letter of Credit Issuer prior to 1:00 p.m. (New York City time) on the Reimbursement Date that the Borrower intends to reimburse the relevant Letter of Credit Issuer for the amount of such drawing with funds other than the proceeds of Loans, the Borrower shall be deemed to have given a Notice of Borrowing requesting that, with respect to Letters of Credit, the Revolving Credit Lenders make Revolving Credit Loans (which shall be denominated in Dollars and which shall be ABR Loans) on the Reimbursement Date in the amount, or Dollar Equivalent of the amount, as applicable, of such drawing and (ii) the Revolver Administrative Agent shall promptly notify each L/C Participant of such drawing and the amount of its Revolving Credit Loan to be made in effect respect thereof, and each L/C Participant shall be irrevocably obligated to make a Revolving Credit Loan to the Borrower in Dollars in the manner deemed to have been requested in the amount of its Revolving Credit Commitment Percentage of the applicable Unpaid Drawing by 2:00 p.m. (New York City time) on such Reimbursement Date by making the amount of such Revolving Credit Loan available to the Revolver Administrative Agent. Such Revolving Credit Loans shall be made without regard to the Minimum Borrowing Amount. The Revolver Administrative Agent shall use the proceeds of such Revolving Credit Loans solely for purpose of reimbursing the Letter of Credit Issuer for the related Unpaid Drawing. In the event that the Borrower fails to Cash Collateralize any Letter of Credit that is outstanding on the L/C Facility Maturity Date, the full amount of the Letters of Credit Outstanding in respect of such Letter of Credit shall be deemed to be an Unpaid Drawing subject to the provisions of this Section 3.4 except that the Letter of Credit Issuer shall hold the proceeds received from time the L/C Participants as contemplated above as cash collateral for such Letter of Credit to time reimburse any Unpaid Drawing under such Letter of Credit and shall use such proceeds first, to reimburse itself for Revolving Loans that are maintained as Base Rate Loans; providedany Unpaid Drawings made in respect of such Letter of Credit following the L/C Facility Maturity Date, howeversecond, to the extent such amounts are Letter of Credit expires or is returned undrawn while any such cash collateral remains, to the repayment of obligations in respect of any Revolving Credit Loans that have not reimbursed prior to 1:00 P.M. (New York time) on the third Business Day following notice been paid at such time and third, to the Borrower or as otherwise directed by the Administrative Agent or the respective Issuing Lender a court of such payment or disbursement, interest shall thereafter accrue on the amounts so paid or disbursed by such Issuing Lender (and until reimbursed by the respective Account Party) at a rate per annum which shall be (x) in the case of Dollar Denominated Letters of Credit, Sterling Denominated Letters of Credit, the Base Rate in effect from time to time plus the Applicable Margin for Revolving Loans in each case maintained as Base Rate Loans, as in effect from time to time plus 2% and (y) in the case of Euro Denominated Letters of Credit, the Overnight Euro Rate in effect from time to time plus the Applicable Margin for Euro Denominated Loans as in effect from time to time plus any Mandatory Costs plus 2%, in each such case, with interest to be payable on demand, provided further, that it is understood and agreed, however, that the notices referred to above competent jurisdiction. Nothing in this clause (aSection 3.4(a) and in the immediately preceding proviso shall not be required to be given if a Default or an Event of Default under Section 11.05 shall have occurred and be continuing (in which case the Unpaid Drawings shall be due and payable immediately without presentment, demand, protest or notice of any kind (all of which are hereby waived by each Credit Party) and shall bear interest at the rate provided in the foregoing proviso on and after the third Business Day following the respective Drawing). The respective Issuing Lender shall give the Borrower prompt notice of each Drawing under any Letter of Credit, provided that the failure to give, or any delay in giving, any such notice shall in no way affect, impair or diminish affect the Borrower’s obligations under obligation to repay all outstanding Revolving Credit Loans when due in accordance with the terms of this Agreement.

Agreement to Repay Letter of Credit Drawings. (a) The U.S. Borrower hereby agrees (in the case of U.S. Borrower Letters of Credit), and the Canadian Borrower hereby agrees (in the case of Canadian Borrower Letters of Credit), to reimburse each the respective Issuing Lender, by making payment in U.S. Dollars (in the case of all Dollar Denominated Letters of Credit) or Canadian Dollars (in the case of Canadian Dollar Denominated Letters of Credit) to the Administrative Agent in immediately available funds at the Payment Office, for any payment or disbursement made by such Issuing Lender under any Letter of Credit issued by it (each such amount, so paid until reimbursed by the Borrowerreimbursed, an “Unpaid Drawing”), by making payment in Dollars (in the case of all Dollar Denominated Letters of Credit), Euros (in the case of Euro Denominated Letters of Credit) or Sterling (in the case of Sterling Denominated Letters of Credit) not later than one Business Day following receipt by the respective Borrower of notice of such payment or disbursement (provided that no such notice shall be required to be given if a Default or an Event of Default under Section 11.05 shall have occurred and be continuing, in which case the Unpaid Drawing shall be due and payable immediately without presentment, demand, protest or notice of any kind (all of which are hereby waived by the Borrowerrespective Borrower to the fullest extent permitted under law)), with interest on the amount so paid or disbursed by such Issuing Lender, to the extent not reimbursed prior to 1:00 P.M. 12:00 Noon (New York City time) on the date of such payment or disbursement, from and including the date paid or disbursed to but excluding the date such Issuing Lender was reimbursed by the U.S. Borrower or the Canadian Borrower, as the case may be, therefor at a rate per annum equal to (x) in the case of Dollar Denominated Letters of Credit, the Base Rate as in effect from time to time plus the Applicable Margin for Canadian Borrower Revolving Loans (in the case of Canadian Borrower Letters of Credit) or U.S. Borrower Revolving Loans (in the case of U.S. Borrower Letters of Credit) in each case maintained as Base Rate Loans, as in effect from time to time and (y) in the case of Canadian Dollar Denominated Letters of Credit, the Canadian Prime Rate in effect from time to time plus the Applicable Margin for Canadian Dollar Denominated Revolving Loans that are maintained as Base Rate Loansin effect from time to time; provided, however, to the extent such amounts are not reimbursed prior to 1:00 P.M. 12:00 Noon (New York City time) on the third Business Day following notice to the respective Borrower by the Administrative Agent or the respective Issuing Lender of such payment or disbursementdisbursement or following the occurrence of a Default or an Event of Default under Section 11.05, interest shall thereafter accrue on the amounts so paid or disbursed by such Issuing Lender (and until reimbursed by the respective Account PartyBorrower) at a rate per annum which shall be (x) in the case of Dollar Denominated Letters of Credit, Sterling Denominated Letters of Credit, the Base Rate in effect from time to time plus the Applicable Margin for Canadian Borrower Revolving Loans (in the case of Canadian Borrower Letters of Credit) or U.S. Borrower Revolving Loans (in the case of U.S. Borrower Letters of Credit) in each case maintained as Base Rate Loans, as in effect from time to time plus 2% and (y) in the case of Euro Canadian Dollar Denominated Letters of Credit, the Overnight Euro Canadian Prime Rate in effect from time to time plus the Applicable Margin for Euro Denominated Canadian Borrower Revolving Loans maintained as Canadian Prime Rate Loans as in effect from time to time plus any Mandatory Costs plus 2%, in each such case, with such interest to be payable on demand, provided further, that it is understood and agreed, however, that the notices referred to above in this clause (a) and in the immediately preceding proviso shall not be required to be given if a Default or an Event of Default under Section 11.05 shall have occurred and be continuing (in which case the Unpaid Drawings shall be due and payable immediately without presentment, demand, protest or notice of any kind (all of which are hereby waived by each Credit Party) and shall bear interest at the rate provided in the foregoing proviso on and after the third Business Day following the respective Drawing). The respective Each Issuing Lender shall give the respective Borrower prompt written notice of each Drawing under any Letter of CreditCredit issued by it, provided that the failure to give, or any delay in giving, give any such notice shall in no way affect, impair or diminish the respective Borrower’s obligations under this Agreementhereunder.

Agreement to Repay Letter of Credit Drawings. (a) The Borrower -------------------------------------------- hereby agrees to reimburse each the respective Issuing LenderBank, by making payment to the Administrative Agent in immediately available funds at the Payment Office, for any payment or disbursement made by such Issuing Lender Bank under any Letter of Credit issued by it (each such amount, so paid until reimbursed by the Borrowerreimbursed, an “"Unpaid Drawing”"), by making payment immediately after, and in Dollars (in any event on the case of all Dollar Denominated Letters of Credit)date of, Euros (in the case of Euro Denominated Letters of Credit) or Sterling (in the case of Sterling Denominated Letters of Credit) not later than one Business Day following receipt by the Borrower of notice of such payment or disbursement (provided that no such notice shall be required to be given if a Default or an Event of Default under Section 11.05 shall have occurred and be continuing, in which case the Unpaid Drawing shall be due and payable immediately without presentment, demand, protest or notice of any kind (all of which are hereby waived by the Borrower))disbursement, with interest on the amount so paid or disbursed by such Issuing LenderBank, to the extent not reimbursed prior to 1:00 3:00 P.M. (New York City time) on the date of such payment or disbursement, from and including the date paid or disbursed to but excluding the date such Issuing Lender Bank was reimbursed by the Borrower therefor at a rate per annum equal to which shall be the Base Rate as in effect from time to time plus the Applicable Margin as in effect from time to time for Revolving Loans that are maintained as Base Rate Loans; provided, however, to the extent such amounts are not -------- ------- reimbursed prior to 1:00 3:00 P.M. (New York time) on the third Business Day following notice to the receipt by the Borrower by the Administrative Agent or the respective Issuing Lender of notice of such payment or disbursementdisbursement or following the occurrence of a Default or an Event of Default under Section 10.05, interest shall thereafter accrue on the amounts so paid or disbursed by such Issuing Lender Bank (and until reimbursed by the respective Account PartyBorrower) at a rate per annum which shall be (x) in the case of Dollar Denominated Letters of Credit, Sterling Denominated Letters of Credit, the Base Rate in effect from time to time plus the Applicable Margin for Revolving Loans in each case maintained as Base Rate Loans, as in effect from time to time plus 2% and (y) in the case of Euro Denominated Letters of Credit, the Overnight Euro Rate in effect from time to time plus the Applicable Margin for Euro Denominated Loans as in effect from time to time plus any Mandatory Costs plus 2%, in each such case, with interest to be payable on demand, provided further, that it is understood and agreed, however, that the notices referred to above in this clause (a) and in the immediately preceding proviso shall not be required to be given if a Default or an Event of Default under Section 11.05 shall have occurred and be continuing (in which case the Unpaid Drawings shall be due and payable immediately without presentment, demand, protest or notice of any kind (all of which are hereby waived by each Credit Party) and shall bear interest at the rate provided in the foregoing proviso on and after the third Business Day following the respective Drawing). The respective Issuing Lender Bank shall give the Borrower prompt written notice of each Drawing under any Letter of Credit, provided that the failure to give, or any delay in giving, give any such notice shall in no way -------- affect, impair or diminish the Borrower’s 's obligations under this Agreementhereunder.

Agreement to Repay Letter of Credit Drawings. (a) The Each Revolving Loan Borrower hereby severally agrees to reimburse each the respective Issuing LenderBank, by making payment in Dollars directly to the Administrative Agent in immediately available funds at the Payment Officesuch Issuing Bank, for any payment or disbursement (or, in the case of payments or disbursements made in Pounds Sterling, the Dollar Equivalent thereof) made by such Issuing Lender Bank under any Letter of Credit issued by it for the account of such Revolving Loan Borrower (with each such amountamount so paid, so paid until reimbursed by the Borrowerreimbursed, an “"Unpaid Drawing”"), by making payment immediately after, and in Dollars (in any event on the case of all Dollar Denominated Letters of Credit)date of, Euros (in the case of Euro Denominated Letters of Credit) or Sterling (in the case of Sterling Denominated Letters of Credit) not later than one Business Day following receipt by the Borrower of notice of such payment or disbursement (provided that no such notice shall be required to be given if a Default or an Event of Default under Section 11.05 shall have occurred and be continuing, in which case the Unpaid Drawing shall be due and payable immediately without presentment, demand, protest or notice of any kind (all of which are hereby waived by the Borrower))disbursement, with interest on the amount so paid or disbursed by such Issuing LenderBank, to the extent not reimbursed prior to 1:00 2:00 P.M. (New York City time or, in the case of Xxxxxxxx Letters of Credit, London time) on the date of such payment or disbursement, from and including the date paid or disbursed to but excluding the date such Issuing Lender Bank was reimbursed by Adience or Xxxxxxxx, as the Borrower case may be, therefor at a rate per annum equal to which shall be the Base Rate as in effect from time to time plus the Applicable Margin as in effect from time to time for Revolving Loans that are maintained as Base Rate Loans; provided, however, to the extent such amounts are not reimbursed prior to 1:00 P.M. 12:00 Noon (New York time or, in the case of Xxxxxxxx Letters of Credit, London time) on the third Business Day following the receipt by Adience or Xxxxxxxx, as the case may be, of notice to the Borrower by the Administrative Agent or the respective Issuing Lender of such payment or disbursementdisbursement or upon the occurrence of a Default or an Event of Default under Section 10.05, interest shall thereafter accrue on the amounts so paid or disbursed by such Issuing Lender Bank (and until reimbursed by Adience or Xxxxxxxx, as the respective Account Partycase may be) at a rate per annum which shall be (x) in the case of Dollar Denominated Letters of Credit, Sterling Denominated Letters of Credit, the Base Rate in effect from time to time plus the Applicable Margin for Revolving Loans in each case maintained as Base Rate Loans, as in effect from time to time plus 2% and (y) in the case of Euro Denominated Letters of Credit, the Overnight Euro Rate in effect from time to time plus the Applicable Margin for Euro Denominated Loans as in effect from time to time plus any Mandatory Costs plus 2%, in each such case, with interest to be payable on demand, provided further, that it is understood and agreed, however, that the notices referred to above in this clause (a) and in the immediately preceding proviso shall not be required to be given if a Default or an Event of Default under Section 11.05 shall have occurred and be continuing (in which case the Unpaid Drawings shall be due and payable immediately without presentment, demand, protest or notice of any kind (all of which are hereby waived by each Credit Party) and shall bear interest at the rate provided in the foregoing proviso on and after the third Business Day following the respective Drawing). The respective Issuing Lender Bank shall give Adience or Xxxxxxxx, as the Borrower case may be, prompt written notice of each Drawing under any Letter of Credit, provided that the failure to give, or any delay in giving, give any such notice shall in no way affect, impair or diminish the respective Revolving Loan Borrower’s 's obligations under this Agreementhereunder.

Agreement to Repay Letter of Credit Drawings. (a) The Borrower agrees Borrowers hereby agree to reimburse each Issuing Lenderthe Letter of Credit Issuer, by making payment in Dollars to the Administrative Agent in immediately available funds at the Payment Office, for any payment or disbursement made by such Issuing Lender the Letter of Credit Issuer under any Letter of Credit issued by it (each such amount, amount so paid until reimbursed by the Borrowerreimbursed, an “Unpaid Drawing”), by making payment in Dollars (in the case of all Dollar Denominated Letters of Credit), Euros (in the case of Euro Denominated Letters of Credit) or Sterling (in the case of Sterling Denominated Letters of Credit) not no later than the date that is one Business Day following receipt by after the date on which the Parent Borrower of receives notice of such payment or disbursement (provided that no such notice shall be required to be given if a Default or an Event of Default under Section 11.05 shall have occurred and be continuing, in which case the Unpaid Drawing shall be due and payable immediately without presentment, demand, protest or notice of any kind (all of which are hereby waived by the Borrower)“Reimbursement Date”), with interest on the amount so paid or disbursed by such Issuing Lenderthe Letter of Credit Issuer, to the extent not reimbursed prior to 1:00 P.M. 5:00 p.m. (New York City time) on the date of such payment or disbursementReimbursement Date, from and including the Reimbursement Date to the date paid or disbursed to but excluding the date such Issuing Lender was Letter of Credit Issuer is reimbursed by the Borrower therefor at a rate per annum equal to that shall at all times be the Base Rate Applicable ABR Margin plus the ABR as in effect from time to time plus time; provided that, notwithstanding anything contained in this Agreement to the Applicable Margin contrary, (i) unless the Parent Borrower shall have notified the Administrative Agent and the relevant Letter of Credit Issuer prior to 12:00 noon (New York City time) on the Reimbursement Date that the Parent Borrower, on behalf of the Borrowers, intends to reimburse the relevant Letter of Credit Issuer for the amount of such drawing with funds other than the proceeds of Loans, the Parent Borrower, on behalf of the Borrowers, shall be deemed to have given a Notice of Borrowing requesting that, with respect to Letters of Credit, the Lenders with Revolving Credit Commitments make Revolving Credit Loans (which shall be ABR Loans) on the Reimbursement Date in the amount of such drawing and (ii) the Administrative Agent shall promptly notify each relevant L/C Participant of such drawing and the amount of its Revolving Credit Loan to be made in respect thereof, and each L/C Participant shall be irrevocably obligated to make a Revolving Credit Loan to the Parent Borrower on behalf of the Borrowers in the manner deemed to have been requested in the amount of its Revolving Credit Commitment Percentage of the applicable Unpaid Drawing by 2:00 p.m. (New York City time) on such Reimbursement Date by making the amount of such Revolving Credit Loan available to the Administrative Agent. Such Revolving Credit Loans shall be made without regard to the Minimum Borrowing Amount. The Administrative Agent shall use the proceeds of such Revolving Credit Loans solely for purpose of reimbursing the Letter of Credit Issuer for the related Unpaid Drawing. In the event that the Parent Borrower fails to Cash Collateralize any Letter of Credit that is outstanding on the Final Maturity Date, the full amount of the Letters of Credit Outstanding in respect of such Letter of Credit shall be deemed to be an Unpaid Drawing subject to the provisions of this Section 3.4 except that the Letter of Credit Issuer shall hold the proceeds received from the L/C Participants as contemplated above as cash collateral for such Letter of Credit to reimburse any Drawing under such Letter of Credit and shall use such proceeds first, to reimburse itself for any Drawings made in effect from time to time for Revolving Loans that are maintained as Base Rate Loans; providedrespect of such Letter of Credit following the L/C Maturity Date, howeversecond, to the extent such amounts are not reimbursed prior to 1:00 P.M. (New York time) on the third Business Day following notice Letter of Credit expires or is returned undrawn while any such cash collateral remains, to the repayment of obligations in respect of any Revolving Credit Loans that have not paid at such time and third, to the Parent Borrower or as otherwise directed by the Administrative Agent or the respective Issuing Lender a court of such payment or disbursement, interest shall thereafter accrue on the amounts so paid or disbursed by such Issuing Lender (and until reimbursed by the respective Account Party) at a rate per annum which shall be (x) in the case of Dollar Denominated Letters of Credit, Sterling Denominated Letters of Credit, the Base Rate in effect from time to time plus the Applicable Margin for Revolving Loans in each case maintained as Base Rate Loans, as in effect from time to time plus 2% and (y) in the case of Euro Denominated Letters of Credit, the Overnight Euro Rate in effect from time to time plus the Applicable Margin for Euro Denominated Loans as in effect from time to time plus any Mandatory Costs plus 2%, in each such case, with interest to be payable on demand, provided further, that it is understood and agreed, however, that the notices referred to above competent jurisdiction. Nothing in this clause (aSection 3.4(a) and in shall affect the immediately preceding proviso shall not be required to be given if a Default or an Event of Default under Section 11.05 shall have occurred and be continuing (in which case the Unpaid Drawings shall be due and payable immediately without presentment, demand, protest or notice of any kind (all of which are hereby waived by each Credit Party) and shall bear interest at the rate provided in the foregoing proviso on and after the third Business Day following the respective Drawing). The respective Issuing Lender shall give the Borrower prompt notice of each Drawing under any Letter of Credit, provided that the failure to give, or any delay in giving, any such notice shall in no way affect, impair or diminish the Parent Borrower’s obligations under obligation to repay all outstanding Revolving Credit Loans when due in accordance with the terms of this Agreement.

Agreement to Repay Letter of Credit Drawings. (a) The Each Borrower hereby agrees to reimburse each Issuing Lender, by making payment to the Administrative Facility Agent in Pounds Sterling (or, in the case of any unreimbursed payment made in a currency other than Pounds Sterling, the Pounds Sterling Equivalent of such payment or disbursement as determined by the respective Issuing Lender on the date of such payment or disbursement) in immediately available funds at the Payment Office, for any payment or disbursement made by such Issuing Lender under any Letter of Credit issued by it for the account of such Borrower, as the case may be (each such amountamount (or the Pounds Sterling Equivalent thereof, as the case may be), so paid until reimbursed by such Borrower, as the Borrowercase may be, an “Unpaid Drawing”), by making payment in Dollars (in the case of all Dollar Denominated Letters of Credit), Euros (in the case of Euro Denominated Letters of Credit) or Sterling (in the case of Sterling Denominated Letters of Credit) not later than one Business Day following receipt by any such Borrower, as the Borrower case may be, of notice of such payment or disbursement (provided that no such notice shall be required to be given if a Default or an Event of Default under Section 11.05 11.01(e) shall have occurred and be continuing, in which case the Unpaid Drawing shall be due and payable immediately without presentment, demand, protest or notice of any kind (all of which are hereby waived by the BorrowerBorrowers)), with interest on the amount so paid or disbursed by such Issuing Lender, to the extent not reimbursed prior to 1:00 P.M. 12:00 Noon (New York City London time) on the date of such payment or disbursement, from and including the date paid or disbursed to but excluding the date such Issuing Lender was reimbursed by such Borrower, as the Borrower therefor case may be, at a rate per annum equal to the Base applicable Euro Rate as in effect from time to time plus the Applicable Margin as in effect from time to time for Revolving Loans that are maintained as Base Rate U.S. Dollar Loans; provided, however, to the extent such amounts are not reimbursed prior to 1:00 P.M. 12:00 Noon (New York London time) on the third Business Day following the receipt by any such Borrower, as the case may be, of notice to the Borrower by the Administrative Agent or the respective Issuing Lender of such payment or disbursementdisbursement or following the occurrence of a Default or an Event of Default under Section 11.01(e), interest shall thereafter accrue on the amounts so paid or disbursed by such Issuing Lender (and until reimbursed by such Borrower, as the respective Account Party) case may be, at a rate per annum which shall be (x) in equal to the case of Dollar Denominated Letters of Credit, Sterling Denominated Letters of Credit, the Base applicable Euro Rate as in effect from time to time plus the Applicable Margin for Revolving U.S. Dollar Loans in each case maintained as Base Rate Loans, as in effect from time to time plus 2% and (y) in the case of Euro Denominated Letters of Credit, the Overnight Euro Rate in effect from time to time plus the Applicable Margin for Euro Denominated Loans as in effect from time to time plus any Mandatory Costs plus 2%, in each with such case, with interest to be payable on demand, provided further, that it is understood and agreed, however, that the notices referred to above in this clause (a) and in the immediately preceding proviso shall not be required to be given if a Default or an Event of Default under Section 11.05 shall have occurred and be continuing (in which case the Unpaid Drawings shall be due and payable immediately without presentment, demand, protest or notice of any kind (all of which are hereby waived by each Credit Party) and shall bear interest at the rate provided in the foregoing proviso on and after the third Business Day following the respective Drawing). The respective Each Issuing Lender shall give the Borrower Borrowers prompt written notice of each Drawing under any Letter of CreditCredit issued by it for the account of such Borrower, as the case may be; provided that the failure to give, or any delay in giving, give any such notice shall in no way affect, impair or diminish the Borrower’s obligations under this Agreementof such Borrowers hereunder.

Agreement to Repay Letter of Credit Drawings. (a) The Borrower hereby agrees to reimburse each the respective Issuing Lender, by making payment to the Administrative Agent in immediately available funds at the Payment Office, for any payment or disbursement made by such Issuing Lender under any Letter of Credit issued by it (each such amount, so paid until reimbursed by the Borrowerreimbursed, an “"Unpaid Drawing”"), by making payment immediately after, and in Dollars (in any event on the case of all Dollar Denominated Letters of Credit)date of, Euros (in the case of Euro Denominated Letters of Credit) or Sterling (in the case of Sterling Denominated Letters of Credit) not later than one Business Day following receipt by the Borrower of notice of such payment or disbursement (provided that no such notice shall be required to be given if a Default or an Event of Default under Section 11.05 shall have occurred and be continuing, in which case the Unpaid Drawing shall be due and payable immediately without presentment, demand, protest or notice of any kind (all of which are hereby waived by the Borrower))disbursement, with interest on the amount so paid or disbursed by such Issuing Lender, to the extent not reimbursed prior to 1:00 3:00 P.M. (New York City time) on the date of such payment or disbursement, from and including the date paid or disbursed to but excluding the date such Issuing Lender was reimbursed by the Borrower therefor at a rate per annum equal to which shall be the Base Rate as in effect from time to time plus the Applicable Margin as in effect from time to time for Revolving Loans that are maintained as Base Rate Loans; provided, however, to the extent such amounts are not reimbursed prior to 1:00 3:00 P.M. (New York time) on the third Business Day following notice to the receipt by the Borrower by the Administrative Agent or the respective Issuing Lender of notice of such payment or disbursementdisbursement or following the occurrence of a Default or an Event of Default under Section 10.05, interest shall thereafter accrue on the amounts so paid or disbursed by such Issuing Lender (and until reimbursed by the respective Account PartyBorrower) at a rate per annum which shall be (x) in the case of Dollar Denominated Letters of Credit, Sterling Denominated Letters of Credit, the Base Rate in effect from time to time plus the Applicable Margin for Revolving Loans in each case maintained as Base Rate Loans, as in effect from time to time plus 2% and (y) in the case of Euro Denominated Letters of Credit, the Overnight Euro Rate in effect from time to time plus the Applicable Margin for Euro Denominated Loans as in effect from time to time plus any Mandatory Costs plus 2%, in each such case, with interest to be payable on demand, provided further, that it is understood and agreed, however, that the notices referred to above in this clause (a) and in the immediately preceding proviso shall not be required to be given if a Default or an Event of Default under Section 11.05 shall have occurred and be continuing (in which case the Unpaid Drawings shall be due and payable immediately without presentment, demand, protest or notice of any kind (all of which are hereby waived by each Credit Party) and shall bear interest at the rate provided in the foregoing proviso on and after the third Business Day following the respective Drawing). The respective Issuing Lender shall give the Borrower prompt written notice of each Drawing under any Letter of Credit, provided that the failure to give, or any delay in giving, give any such notice shall in no way affect, impair or diminish the Borrower’s 's obligations under this Agreementhereunder.

Agreement to Repay Letter of Credit Drawings. (a) The 3.5 Each U.S. Dollar Borrower hereby agrees to reimburse each Issuing Lender, the Letter of Credit Issuer by making payment in U.S. Dollars to the Asian Administrative Agent (in the case of reimbursement made by such Borrower) in immediately available funds at the Payment Office, for any payment or disbursement made by such Issuing Lender the Letter of Credit Issuer under any Letter of Credit issued by it (each such amount, amount so paid until reimbursed by the Borrowerreimbursed, an “Unpaid Drawing”)) immediately after, by making payment and in Dollars (in any event on the case of all Dollar Denominated Letters of Credit)date of, Euros (in the case of Euro Denominated Letters of Credit) or Sterling (in the case of Sterling Denominated Letters of Credit) not later than one Business Day following receipt by the Borrower of notice of such payment or disbursement (provided that no such notice shall be required to be given if a Default or an Event of Default under Section 11.05 shall have occurred and be continuing, in which case the Unpaid Drawing shall be due and payable immediately without presentment, demand, protest or notice of any kind (all of which are hereby waived by the Borrower))payment, with interest on the amount so paid or disbursed by such Issuing Lenderthe Letter of Credit Issuer, to the extent not reimbursed prior to 1:00 P.M. 5:00 p.m. (New York City Hong Kong time) on the date of such payment or disbursement, from and including the date paid or disbursed to but excluding the date such Issuing Lender was the Letter of Credit Issuer is reimbursed by the Borrower therefor at a rate per annum equal to that shall at all times be the Base Applicable LIBOR Margin plus the LIBOR Rate as in effect from time to time plus the Applicable Margin as time, provided that, notwithstanding anything contained in effect from time to time for Revolving Loans that are maintained as Base Rate Loans; provided, however, this Agreement to the extent such amounts are not reimbursed contrary, (i) unless the applicable Borrower shall have notified the Asian Administrative Agent and the Letter of Credit Issuer prior to 1:00 P.M. 10:00 a.m. (New York Hong Kong time) on the third Business Day following notice to the Borrower by the Administrative Agent or the respective Issuing Lender date of such payment or disbursementdrawing that such Borrower intends to reimburse the Letter of Credit Issuer for the amount of such drawing with funds other than the proceeds of Loans, interest shall thereafter accrue on the amounts so paid or disbursed by such Issuing Lender (and until reimbursed by the respective Account Party) at a rate per annum which Borrower shall be (x) in the case deemed to have given a Notice of Dollar Denominated Borrowing requesting that, with respect to Letters of Credit, Sterling Denominated Letters of Creditthat the Lenders with U.S. Dollar Revolving Credit Commitments or make U.S. Dollar Revolving Credit Loans (which shall be LIBOR Loans), the Base Rate in effect from time to time plus the Applicable Margin for Revolving Loans in each case maintained as Base Rate Loans, as in effect from time to time plus 2% and (yii) the Asian Administrative Agent shall promptly notify each L/C Participant of such drawing and the amount of its Revolving Credit Loan to be made in respect thereof, and each such L/C Participant shall be irrevocably obligated to make a U.S. Dollar Revolving Credit Loan to the applicable Borrower in the case of Euro Denominated Letters of Credit, the Overnight Euro Rate in effect from time manner deemed to time plus the Applicable Margin for Euro Denominated Loans as in effect from time to time plus any Mandatory Costs plus 2%, in each such case, with interest to be payable on demand, provided further, that it is understood and agreed, however, that the notices referred to above in this clause (a) and have been requested in the immediately preceding proviso shall not be required amount of its U.S. Dollar Revolving Credit Commitment Percentage of the applicable Unpaid Drawing by 12:00 noon (Hong Kong) on such Business Day by making the amount of such U.S. Dollar Revolving Credit Loan available to be given if a Default or an Event of Default under Section 11.05 shall have occurred and be continuing (in which case the Unpaid Drawings Asian Administrative Agent. Such U.S. Dollar Revolving Credit Loans shall be due and payable immediately made without presentment, demand, protest or notice of any kind (all of which are hereby waived by each Credit Party) and shall bear interest at regard to the rate provided in the foregoing proviso on and after the third Business Day following the respective Drawing)Minimum Borrowing Amount. The respective Issuing Lender Asian Administrative Agent shall give use the Borrower prompt notice proceeds of each Drawing under any such Revolving Credit Loans solely for purpose of reimbursing the Letter of Credit, provided that Credit Issuer for the failure to give, or any delay in giving, any such notice shall in no way affect, impair or diminish the Borrower’s obligations under this Agreementrelated Unpaid Drawing.

Agreement to Repay Letter of Credit Drawings. (a) The Borrower hereby agrees to reimburse each Issuing LenderLetter of Credit Issuer, by making payment to the Administrative Agent in U.S. Dollars in immediately available funds at the Payment Office, for any payment or disbursement (in the case of any such payment or disbursement under any Letter of Credit denominated in a currency other than U.S. Dollars, taking the Dollar Equivalent of the amount of the respective payment or disbursement on the date upon which the respective payment or disbursement is made) made by such Issuing Lender Letter of Credit Issuer under any Letter of Credit issued by it (each such amount, amount so paid or disbursed until reimbursed by the Borrowerreimbursed, an “Unpaid Drawing”), by making payment in Dollars (in the case of all Dollar Denominated Letters of Credit), Euros (in the case of Euro Denominated Letters of Credit) or Sterling (in the case of Sterling Denominated Letters of Credit) not no later than one two Business Day following receipt by Days after the Administrative Agent notifies the Borrower of notice of such payment or disbursement (provided that no such notice shall be required to be given if a Default or an Event of Default under Section 11.05 shall have occurred and be continuing, in which case the Unpaid Drawing shall be due and payable immediately without presentment, demand, protest or notice of any kind (all of which are hereby waived by the Borrower))disbursement, with interest on the amount so paid or disbursed by such Issuing LenderLetter of Credit Issuer, to the extent not reimbursed prior to 1:00 2:00 P.M. (New York City time) on the date of such payment or disbursement, from and including the date paid or disbursed to but excluding not including the date such Issuing Lender was Letter of Credit Issuer is reimbursed by the Borrower therefor at a rate per annum equal to the Base Rate as in effect from time to time plus the Applicable Margin as in effect from time to time for Revolving Loans that are maintained as Base Rate Loans; provided, however, to the extent such amounts are not reimbursed prior to 1:00 P.M. (New York time) on the third Business Day following notice to the Borrower by the Administrative Agent or the respective Issuing Lender of such payment or disbursement, interest shall thereafter accrue on the amounts so paid or disbursed by such Issuing Lender (and until reimbursed by the respective Account Party) at a rate per annum which shall be (x) in the case of Dollar Denominated Letters of Credit, Sterling Denominated Letters of Credit, the Base Rate in effect from time to time plus the then Applicable Margin for Revolving Loans in each case maintained as Base Rate LoansLoans plus the Base Rate, each as in effect from time to time (plus an additional 2% and (y) in per annum if not reimbursed by the case second Business Day after the date the Borrower is given notice of Euro Denominated Letters of Creditsuch payment or disbursement), the Overnight Euro Rate in effect from time to time plus the Applicable Margin for Euro Denominated Loans as in effect from time to time plus any Mandatory Costs plus 2%, in each such case, with interest also to be payable on demand, ; provided further, that it is understood and agreed, however, that the notices referred to above in this clause (a) and in the immediately preceding proviso shall not be required to be given if a Default or an Event of Default under such Section 11.05 shall have occurred and be continuing (in which case the Unpaid Drawings shall be due and payable immediately without presentment, demand, protest or notice of any kind (all of which are hereby waived by each Credit Party) and shall bear interest at a rate per annum which shall be (x) until the rate provided third Business Day following the respective Unpaid Drawing, the Applicable Margin for Revolving Loans maintained as Base Rate Loans plus the Base Rate, each as in the foregoing proviso effect from time to time, and (y) at all times on and after the third Business Day following the respective Drawing, the rate per annum specified in preceding clause (x) plus 2%). The respective Issuing Lender Each Letter of Credit Issuer shall give provide the Borrower prompt notice of each Drawing any payment or disbursement made by it under any Letter of CreditCredit issued by it, provided that although the failure to giveof, or any delay in givingin, giving any such notice shall in no way affect, impair not release or diminish the Borrower’s obligations of the Borrower under this Section 3.04(a) or under any other Section of this Agreement.

Agreement to Repay Letter of Credit Drawings. (a) The Borrower hereby agrees to reimburse each Issuing Lenderthe relevant Letter of Credit Issuer, by making payment in Dollars to the Administrative Agent (in the case of reimbursement made by the Borrower) in immediately available funds at the Payment Office, for any payment or disbursement made by such Issuing Lender the Letter of Credit Issuer under any Letter of Credit issued by it (each such amount, amount so paid until reimbursed by the Borrowerreimbursed, an “Unpaid Drawing”)) immediately after, by making payment and in Dollars (in any event on the case of all Dollar Denominated Letters of Credit)date of, Euros (in the case of Euro Denominated Letters of Credit) or Sterling (in the case of Sterling Denominated Letters of Credit) not later than one Business Day following receipt by the Borrower of notice of such payment or disbursement (provided that no such notice shall be required to be given if a Default or an Event of Default under Section 11.05 shall have occurred and be continuing, in which case the Unpaid Drawing shall be due and payable immediately without presentment, demand, protest or notice of any kind (all of which are hereby waived by the Borrower))payment, with interest on the amount so paid or disbursed by such Issuing Lenderthe Letter of Credit Issuer, to the extent not reimbursed prior to 1:00 P.M. 5:00 p.m. (New York City time) on the date of such payment or disbursement, from and including the date paid or disbursed to but excluding the date such Issuing Lender was the Letter of Credit Issuer is reimbursed by the Borrower therefor at a rate per annum equal to that shall at all times be the Base Applicable ABR Margin plus the ABR Rate as in effect from time to time plus the Applicable Margin as time, provided that, notwithstanding anything contained in effect from time to time for Revolving Loans that are maintained as Base Rate Loans; provided, however, this Agreement to the extent such amounts are not reimbursed contrary, (i) unless the Borrower shall have notified the Administrative Agent and the relevant Letter of Credit Issuer prior to 1:00 P.M. 10:00 a.m. (New York City time) on the third Business Day following notice to date of such drawing that the Borrower by intends to reimburse the Administrative Agent or relevant Letter of Credit Issuer for the respective Issuing Lender amount of such payment or disbursementdrawing with funds other than the proceeds of Loans, interest shall thereafter accrue on the amounts so paid or disbursed by such Issuing Lender (and until reimbursed by the respective Account Party) at a rate per annum which Borrower shall be (x) in the case deemed to have given a Notice of Dollar Denominated Borrowing requesting that, with respect to Letters of Credit, Sterling Denominated Letters of Credit, that the Base Rate in effect from time to time plus the Applicable Margin for Lenders with Revolving Credit Commitments make Revolving Credit Loans in each case maintained as Base Rate (which shall be ABR Loans, as in effect from time to time plus 2% ) and (yii) the Administrative Agent shall promptly notify each relevant L/C Participant of such drawing and the amount of its Revolving Credit Loan to be made in respect thereof, and each L/C Participant shall be irrevocably obligated to make a Revolving Credit Loan to the Borrower in the case of Euro Denominated Letters of Credit, the Overnight Euro Rate in effect from time manner deemed to time plus the Applicable Margin for Euro Denominated Loans as in effect from time to time plus any Mandatory Costs plus 2%, in each such case, with interest to be payable on demand, provided further, that it is understood and agreed, however, that the notices referred to above in this clause (a) and have been requested in the immediately preceding proviso shall not be required amount of its Revolving Credit Commitment Percentage of the applicable Unpaid Drawing by 12:00 noon (New York City time) on such Business Day by making the amount of such Revolving Credit Loan available to be given if a Default or an Event of Default under Section 11.05 shall have occurred and be continuing (in which case the Unpaid Drawings Administrative Agent. Such Revolving Credit Loans shall be due and payable immediately made without presentment, demand, protest or notice of any kind (all of which are hereby waived by each Credit Party) and shall bear interest at regard to the rate provided in the foregoing proviso on and after the third Business Day following the respective Drawing)Minimum Borrowing Amount. The respective Issuing Lender Administrative Agent shall give use the Borrower prompt notice proceeds of each Drawing under any such Revolving Credit Loans solely for purpose of reimbursing the Letter of Credit, provided that Credit Issuer for the failure to give, or any delay in giving, any such notice shall in no way affect, impair or diminish the Borrower’s obligations under this Agreementrelated Unpaid Drawing.

Agreement to Repay Letter of Credit Drawings. (a) The Subject to Section 3.05(b), the U.S. Borrower hereby agrees to reimburse each the Issuing LenderBank, by making payment in Dollars and in immediately available funds directly to the Administrative Agent in immediately available funds at the Payment OfficeOffice for the benefit of the Issuing Bank, for any payment or disbursement made by such the Issuing Lender Bank under any Letter of Credit issued by it (with each such amountamount so paid, so paid until reimbursed by the Borrowerreimbursed, an “Unpaid Drawing”), by making payment immediately after, and in Dollars (in any event on the case of all Dollar Denominated Letters of Credit)date of, Euros (in the case of Euro Denominated Letters of Credit) or Sterling (in the case of Sterling Denominated Letters of Credit) not later than one Business Day following receipt by the Borrower of notice of such payment or disbursement (provided that no such notice shall be required to be given if a Default or an Event of Default under Section 11.05 shall have occurred and be continuing, in which case the Unpaid Drawing shall be due and payable immediately without presentment, demand, protest or notice of any kind (all of which are hereby waived by the Borrower))disbursement, with interest on the amount so paid or disbursed by such the Issuing LenderBank, to the extent not reimbursed prior to 1:00 2:00 P.M. (New York City time) on the date of such payment or disbursement, from and including the date paid or disbursed to but excluding the date such the Issuing Lender Bank was reimbursed by the U.S. Borrower therefor at a rate per annum equal to which shall be the Base Rate as in effect from time to time plus the Applicable Margin as in effect from time to time for Dollar Revolving Loans that are under the same Tranche as the applicable Letter of Credit maintained as Base Rate Loans; provided, however, to the extent such amounts are not reimbursed prior to 1:00 P.M. 12:00 Noon (New York time) on the third Business Day following the receipt of notice to the Borrower by the Administrative Agent or the respective Issuing Lender of such payment or disbursementdisbursement or upon the occurrence of a Default or an Event of Default under Section 12.05, interest shall thereafter accrue on the amounts so paid or disbursed by such the Issuing Lender Bank (and until reimbursed by the respective Account PartyU.S. Borrower) at a rate per annum which shall be (x) in the case of Dollar Denominated Letters of Credit, Sterling Denominated Letters of Credit, the Base Rate in effect from time to time plus the Applicable Margin for Dollar Revolving Loans in each case under the same Tranche as the applicable Letter of Credit maintained as Base Rate Loans, as in effect from time to time plus 2% and (y) in the case Loans of Euro Denominated Letters of Credit, the Overnight Euro Rate in effect from time to time plus the Applicable Margin for Euro Denominated Loans as in effect from time to time plus any Mandatory Costs such Tranche plus 2%, in each such case, with interest to be payable on demand, provided further, that it is understood and agreed, however, that the notices referred to above in this clause (a) and in the immediately preceding proviso shall not be required to be given if a Default or an Event of Default under Section 11.05 shall have occurred and be continuing (in which case the Unpaid Drawings shall be due and payable immediately without presentment, demand, protest or notice of any kind (all of which are hereby waived by each Credit Party) and shall bear interest at the rate provided in the foregoing proviso on and after the third Business Day following the respective Drawing). The respective Issuing Lender Bank shall give the U.S. Borrower and the Administrative Agent prompt written notice of each Drawing under any Letter of Credit, provided that except as provided in the immediately preceding sentence, the failure to give, or any delay in giving, give any such notice shall in no way affect, impair or diminish the U.S. Borrower’s obligations under this Agreementhereunder.

Agreement to Repay Letter of Credit Drawings. (a) The Borrower hereby agrees to reimburse each the respective Issuing Lender, by making payment to the Administrative Agent in immediately available funds at the Payment Office, for any payment or disbursement made by such Issuing Lender under any Letter of Credit issued by it (each such amount, so paid until reimbursed by the Borrowerreimbursed, an “Unpaid Drawing”), by making payment in Dollars (in the case of all Dollar Denominated Letters of Credit), Euros (in the case of Euro Denominated Letters of Credit) or Sterling (in the case of Sterling Denominated Letters of Credit) not later than one Business Day following receipt by the Borrower of notice of such payment or disbursement (provided that no such notice shall be required to be given if a Default or an Event of Default under Section 11.05 shall have occurred and be continuing, in which case the Unpaid Drawing shall be due and payable immediately without presentment, demand, protest or notice of any kind (all of which are hereby waived by the Borrowerrespective Borrower to the fullest extent permitted under law)), with interest on the amount so paid or disbursed by such Issuing Lender, to the extent not reimbursed prior to 1:00 P.M. 12:00 Noon (New York City time) on the date of such payment or disbursement, from and including the date paid or disbursed to but excluding the date such Issuing Lender was reimbursed by the Borrower therefor at a rate per annum equal to the Base Rate as in effect from time to time plus the Applicable Margin as in effect from time to time for Revolving Loans that are maintained as Base Rate Loans; provided, however, to the extent such amounts are not reimbursed prior to 1:00 P.M. 12:00 Noon (New York City time) on the third Business Day following notice to the Borrower by the Administrative Agent or the respective Issuing Lender of such payment or disbursementdisbursement or following the occurrence of a Default or an Event of Default under Section 11.05, interest shall thereafter accrue on the amounts so paid or disbursed by such Issuing Lender (and until reimbursed by the respective Account PartyBorrower) at a rate per annum which shall be (x) in the case of Dollar Denominated Letters of Credit, Sterling Denominated Letters of Credit, the Base Rate in effect from time to time plus the Applicable Margin for Revolving Loans in each case maintained as Base Rate Loans, as in effect from time to time plus 2% and (y) in the case of Euro Denominated Letters of Credit, the Overnight Euro Rate in effect from time to time plus the Applicable Margin for Euro Denominated Loans as in effect from time to time plus any Mandatory Costs plus 2%, in each with such case, with interest to be payable on demand, provided further, that it is understood and agreed, however, that the notices referred to above in this clause (a) and in the immediately preceding proviso shall not be required to be given if a Default or an Event of Default under Section 11.05 shall have occurred and be continuing (in which case the Unpaid Drawings shall be due and payable immediately without presentment, demand, protest or notice of any kind (all of which are hereby waived by each Credit Party) and shall bear interest at the rate provided in the foregoing proviso on and after the third Business Day following the respective Drawing). The respective Each Issuing Lender shall give the Borrower prompt written notice of each Drawing under any Letter of CreditCredit issued by it, provided that the failure to give, or any delay in giving, give any such notice shall in no way affect, impair or diminish the Borrower’s obligations under this Agreementhereunder.

Agreement to Repay Letter of Credit Drawings. (a) The Borrower hereby agrees to reimburse each Issuing Lenderthe Letter of Credit Issuer, by making payment in Dollars to the Administrative Agent in immediately available funds at the Payment Officefunds, for any payment or disbursement made by such Issuing Lender the Letter of Credit Issuer under any Letter of Credit issued by it (each such amount, amount so paid until reimbursed by the Borrowerreimbursed, an “Unpaid Drawing”), by making payment in Dollars ) (in the case of all Dollar Denominated Letters of Credit), Euros (in the case of Euro Denominated Letters of Crediti) or Sterling (in the case of Sterling Denominated Letters of Credit) not later than within one Business Day following receipt by after the date on which such payment or disbursement is made, if the Letter of Credit Issuer provides notice to the Borrower of notice of such payment or disbursement prior to 10:00 a.m. on the next succeeding Business Day of such payment or disbursement or (provided that no ii) if such notice shall be is received after such time, on the next Business Day following the date of receipt of such notice (such required to be given if a Default date for reimbursement under clause (i) or an Event of Default under Section 11.05 shall have occurred and be continuing(ii), in which case as applicable, the Unpaid Drawing shall be due and payable immediately without presentment, demand, protest or notice of any kind (all of which are hereby waived by the Borrower)“Reimbursement Date”), with interest on the amount so paid or disbursed by such Issuing Lenderthe Letter of Credit Issuer, to the extent not reimbursed prior to 1:00 P.M. (New York City time) 5:00 p.m. on the date of such payment or disbursementReimbursement Date, from and including the Reimbursement Date to the date paid or disbursed to but excluding the date such Issuing Lender was Letter of Credit Issuer is reimbursed by the Borrower therefor at a rate per annum equal to that shall at all times be the Base Rate Applicable Margin plus the ABR as in effect from time to time plus time; provided that, notwithstanding anything contained in this Agreement to the Applicable Margin contrary, (i) unless the Borrower shall have notified the Administrative Agent and the relevant Letter of Credit Issuer prior to 10:00 a.m. on the Reimbursement Date that the Borrower intends to reimburse the relevant Letter of Credit Issuer for the amount of such drawing with funds other than the proceeds of Loans, the Borrower shall be deemed to have given a Notice of Borrowing requesting that, with respect to Letters of Credit, the Lenders make Loans (which shall be ABR Loans) on the Reimbursement Date in the amount of such drawing and (ii) the Administrative Agent shall promptly notify each Lender of such drawing and the amount of its Loan to be made in respect thereof, and each L/C Participant shall be irrevocably obligated to make a Loan to the Borrower in the manner deemed to have been requested in the amount of its Commitment Percentage of the applicable Unpaid Drawing by 1:00 p.m. on such Reimbursement Date by making the amount of such Loan available to the Administrative Agent. Such Loans shall be made without regard to the Minimum Borrowing Amount. The Administrative Agent shall use the proceeds of such Loans solely for purpose of reimbursing the Letter of Credit Issuer for the related Unpaid Drawing. In the event that the Borrower fails to Cash Collateralize any Letter of Credit that is outstanding on the Maturity Date, the full amount of the Letters of Credit Outstanding in respect of such Letter of Credit shall be deemed to be an Unpaid Drawing subject to the provisions of this Section 3.4 except that the Letter of Credit Issuer shall hold the proceeds received from the Lenders as contemplated above as cash collateral for such Letter of Credit to reimburse any Drawing under such Letter of Credit and shall use such proceeds first, to reimburse itself for any Drawings made in effect from time to time for Revolving Loans that are maintained as Base Rate Loans; providedrespect of such Letter of Credit following the L/C Maturity Date, howeversecond, to the extent such amounts are Letter of Credit expires or is returned undrawn while any such cash collateral remains, to the repayment of obligations in respect of any Loans that have not reimbursed prior to 1:00 P.M. (New York time) on the third Business Day following notice paid at such time and third, to the Borrower or as otherwise directed by the Administrative Agent or the respective Issuing Lender a court of such payment or disbursement, interest shall thereafter accrue on the amounts so paid or disbursed by such Issuing Lender (and until reimbursed by the respective Account Party) at a rate per annum which shall be (x) in the case of Dollar Denominated Letters of Credit, Sterling Denominated Letters of Credit, the Base Rate in effect from time to time plus the Applicable Margin for Revolving Loans in each case maintained as Base Rate Loans, as in effect from time to time plus 2% and (y) in the case of Euro Denominated Letters of Credit, the Overnight Euro Rate in effect from time to time plus the Applicable Margin for Euro Denominated Loans as in effect from time to time plus any Mandatory Costs plus 2%, in each such case, with interest to be payable on demand, provided further, that it is understood and agreed, however, that the notices referred to above competent jurisdiction. Nothing in this clause (aSection 3.4(a) and in the immediately preceding proviso shall not be required to be given if a Default or an Event of Default under Section 11.05 shall have occurred and be continuing (in which case the Unpaid Drawings shall be due and payable immediately without presentment, demand, protest or notice of any kind (all of which are hereby waived by each Credit Party) and shall bear interest at the rate provided in the foregoing proviso on and after the third Business Day following the respective Drawing). The respective Issuing Lender shall give the Borrower prompt notice of each Drawing under any Letter of Credit, provided that the failure to give, or any delay in giving, any such notice shall in no way affect, impair or diminish affect the Borrower’s obligations under obligation to repay all outstanding Loans when due in accordance with the terms of this Agreement.

Agreement to Repay Letter of Credit Drawings. (a) The Borrower hereby agrees to reimburse each Issuing LenderBTCo, by making payment in Dollars (in an amount equal to the Administrative Agent Dollar Equivalent of any payments or disbursements in respect of Letters of Credit denominated in an Alternate Currency determined on the date of such payment or disbursement) to BTCo in immediately available funds at the Payment Office, for any payment or disbursement made by such Issuing Lender BTCo under any Letter of Credit issued by it (each such amountamount (using the Dollar Equivalent of any Letters of Credit denominated in an Alternate Currency determined on the date of such payment or disbursement), so paid until reimbursed by the Borrowerreimbursed, an “"Unpaid Drawing”"), by making payment in Dollars (in the case of all Dollar Denominated Letters of Credit), Euros (in the case of Euro Denominated Letters of Credit) or Sterling (in the case of Sterling Denominated Letters of Credit) not later than one Business Day following upon receipt by the Borrower of notice by BTCo of such payment or disbursement prior to 11:00 A.M. (provided that no New York time) on the date of, such notice shall be required to be given if a Default payment or an Event of Default under Section 11.05 shall have occurred and be continuing, in which case the Unpaid Drawing shall be due and payable immediately without presentment, demand, protest or notice of any kind (all of which are hereby waived by the Borrower))disbursement, with interest on the amount so paid or disbursed by such Issuing LenderBTCo, to the extent not reimbursed prior to 1:00 P.M. 12:00 Noon (New York City time) on the date of such payment or disbursement, from and including the date paid or disbursed to but excluding the date such Issuing Lender BTCo was reimbursed by the Borrower therefor at a rate per annum equal to which shall be the Base Rate as in effect from time to time plus the Applicable Margin as in effect from time to time for Revolving Loans that are maintained as Base Rate Loans; Margin, provided, however, to the extent such amounts are not reimbursed prior to 1:00 P.M. 12:00 Noon (New York time) on the third Business Day following notice to the receipt by the Borrower by the Administrative Agent or the respective Issuing Lender of notice of such payment or disbursementdisbursement or the occurrence of a Default under Section 10.05, interest shall thereafter accrue on the amounts so paid or disbursed by such Issuing Lender BTCo (and until reimbursed by the respective Account PartyBorrower) at a rate per annum which shall be (x) in the case of Dollar Denominated Letters of Credit, Sterling Denominated Letters of Credit, the Base Rate in effect from time to time plus the Applicable Margin for Revolving Loans in each case maintained as Base Rate Loans, as in effect from time to time plus 2% and (y) in the case of Euro Denominated Letters of Credit, the Overnight Euro Rate in effect from time to time plus the Applicable Margin for Euro Denominated Loans as in effect from time to time plus any Mandatory Costs plus 2%, in each such case, with interest to be payable on demand, provided further, that it is understood and agreed, however, that the notices referred to above in this clause (a) and in the immediately preceding proviso shall not be required to be given if a Default or an Event of Default under Section 11.05 shall have occurred and be continuing (in which case the Unpaid Drawings shall be due and payable immediately without presentment, demand, protest or notice of any kind (all of which are hereby waived by each Credit Party) and shall bear interest at the rate provided in the foregoing proviso on and after the third Business Day following the respective Drawing). The respective Issuing Lender BTCo shall give the Borrower prompt written notice of each Drawing under any Letter of Credit, provided that the failure to give, or any delay in giving, give any such notice shall in no way affect, impair or diminish the Borrower’s 's obligations under this Agreementhereunder.

Agreement to Repay Letter of Credit Drawings. (a) The Borrower Each Account Party hereby agrees to reimburse each the respective Issuing LenderBank, by making payment in Dollars (or, in the case of a reimbursement under a Non-Dollar Alternate Currency Letter of Credit, at any time prior to the occurrence of a Sharing Event, the Non-Dollar Alternate Currency in which such Non-Dollar Alternate Currency Letter of Credit is denominated) and in immediately available funds directly to the Administrative Agent in immediately available funds at the Payment OfficeOffice for the benefit of such Issuing Bank, for any payment or disbursement (in the case of any such payment or disbursement under any Alternate Currency Letter of Credit which is unpaid on the date of the occurrence of a Sharing Event, or which payments or disbursements are made thereafter, taking the Dollar Equivalent of the amount of the respective payment or disbursement made in the respective Non-Dollar Alternate Currency in which such Non-Dollar Alternate Currency Letter of Credit is denominated as such Dollar Equivalent is determined on the first date upon which the respective Sharing Event occurs or, if later, the date upon which the respective payment or disbursement is made) made by such Issuing Lender Bank under any Letter of Credit issued by it for the account of the respective Account Party (with each such amountamount so paid, so paid until reimbursed by the Borrowerreimbursed, an “Unpaid Drawing”), by making payment in Dollars (in the case of all Dollar Denominated Letters of Credit), Euros (in the case of Euro Denominated Letters of Credit) or Sterling (in the case of Sterling Denominated Letters of Credit) not later than one two Business Day following receipt by Days after the Borrower of notice Administrative Agent or such Issuing Bank notifies the respective Account Party of such payment or disbursement (provided that no such notice shall be required to be given if a Default or an Event of Default under Section 11.05 shall have occurred and be continuing, in which case the Unpaid Drawing shall be due and payable immediately without presentment, demand, protest or notice of any kind (all of which are hereby waived by the Borrower))disbursement, with interest on the amount so paid or disbursed by such Issuing LenderBank, to the extent not reimbursed prior to 1:00 2:00 P.M. (New York City time) ), on the date of such payment or disbursement, from and including the date paid or disbursed to but excluding the date such Issuing Lender was Bank is reimbursed by the Borrower respective Account Party therefor at a rate per annum equal to which shall be (x) in the case of Dollar Letters of Credit and other amounts owing in Dollars after the occurrence of a Sharing Event, the Base Rate as in effect from time to time plus the Applicable Margin for Dollar Revolving Loans maintained as Base Rate Loans as in effect from time to time and (y) in the case of Non-Dollar Alternate Currency Letters of Credit denominated in a given Non-Dollar Alternate Currency for periods occurring prior to the occurrence of a Sharing Event, the relevant Euro Rate (as determined on the basis provided in the proviso appearing in the definition of the relevant Euro Rate and for an Interest Period of one month) or relevant Alternate Currency Non-LIBOR Rate, as applicable, in effect from time to time plus the Applicable Margin for Non-Dollar Alternate Currency Revolving Loans that are maintained as Base Rate Loans; in effect from time to time plus any Mandatory Costs, provided, however, to the extent such amounts are not reimbursed prior to 1:00 P.M. 12:00 Noon (New York time) on the third Business Day following the receipt of notice to by the Borrower by respective Account Party from the Administrative Agent or the respective Issuing Lender Bank of such payment or disbursementdisbursement or upon the occurrence of a Default or an Event of Default, in each case, under Section 10.05, upon the request of such Issuing Bank, interest shall thereafter accrue on the amounts so paid or disbursed by such Issuing Lender Bank (and until reimbursed by the respective Account Party) at a rate per annum which shall be (x) in the case of Dollar Denominated Letters of Credit, Sterling Denominated Letters Credit and other amounts owing in Dollars after the occurrence of Credita Sharing Event, the Base Rate in effect from time to time plus the Applicable Margin for Dollar Revolving Loans in each case maintained as Base Rate Loans, Loans as in effect from time to time plus 2% and (y) in the case of Euro Denominated Non-Dollar Alternate Currency Letters of CreditCredit denominated in a given Non-Dollar Alternate Currency for periods occurring prior to the occurrence of a Sharing Event, the Overnight relevant Euro Rate (as determined on the basis provided in the proviso appearing in the definition of the relevant Euro Rate and for an Interest Period of one month) or relevant Alternate Currency Non-LIBOR Rate, as applicable, in effect from time to time plus the Applicable Margin for Euro Denominated Non-Dollar Alternate Currency Revolving Loans as in effect from time to time plus any Mandatory Costs plus 2%, in each such case, with interest to be payable on demand, provided further, that it is understood and agreed, however, agreed that the notices notice referred to above in this clause (a) and in the immediately preceding proviso shall not be required to be given if a Default or an Event of Default Default, in each case, under Section 11.05 10.05 shall have occurred and be continuing (in which case the Unpaid Drawings shall be due and payable immediately without presentment, demand, protest or notice of any kind (all of which are hereby waived by each Credit Account Party) and shall bear interest at the rate provided in the foregoing proviso on and after the third Business Day following the respective Drawingproviso). The respective Issuing Lender Bank shall give the Borrower respective Account Party and the Administrative Agent (if not the Issuing Bank under the respective Letter of Credit) prompt written notice of each Drawing under any Letter of Credit, provided that the failure to give, or any delay in giving, give any such notice shall in no way affect, impair or diminish the Borrowerrespective, Account Party’s obligations under this Agreementhereunder.

Agreement to Repay Letter of Credit Drawings. (a) The Borrower hereby agrees to reimburse each Issuing Lender, by making payment to the Administrative Agent in immediately available funds at the Payment Office, for any payment or disbursement made by such Issuing Lender under any Letter of Credit issued by it (each such amount, so paid until reimbursed by the Borrowerreimbursed, an “Unpaid Drawing”), by making payment in Dollars (in the case of all Dollar Denominated Letters of Credit), Euros (in the case of Euro Denominated Letters of Credit) or Sterling (in the case of Sterling Denominated Letters of Credit) not later than one four Business Day Days following receipt by the Borrower of notice of such payment or disbursement (provided that no such notice shall be required to be given if a Default or an Event of Default under Section 11.05 10.05 shall have occurred and be continuing, in which case the Unpaid Drawing shall be due and payable immediately without presentment, demand, protest or notice of any kind (all of which are hereby waived by the Borrower)), with interest on the amount so paid or disbursed by such Issuing Lender, to the extent not reimbursed prior to 1:00 P.M. 12:00 Noon (New York City London time) on the date of such payment or disbursement, from and including the date paid or disbursed to but excluding the date such Issuing Lender was reimbursed by the Borrower therefor at a rate per annum equal to the Base Eurodollar Rate as in effect from time to time for successive Interest Periods, each of a duration selected by the Administrative Agent plus the Applicable Margin as in effect from time to time for Revolving Loans that are maintained as Base Rate LoansMargin; provided, however, to the extent such amounts are not reimbursed prior to 1:00 P.M. 12:00 Noon (New York London time) on the third fourth Business Day following notice to the receipt by the Borrower by the Administrative Agent or the respective Issuing Lender of notice of such payment or disbursementdisbursement or following the occurrence of an Event of Default under Section 10.05, interest shall thereafter accrue on the amounts so paid or disbursed by such Issuing Lender (and until reimbursed by the respective Account PartyBorrower) at a rate per annum which shall be (x) in the case of Dollar Denominated Letters of Credit, Sterling Denominated Letters of Credit, the Base Rate in effect from time determined pursuant to time plus the Applicable Margin for Revolving Loans in each case maintained as Base Rate Loans, as in effect from time to time plus 2% and (y) in the case of Euro Denominated Letters of Credit, the Overnight Euro Rate in effect from time to time plus the Applicable Margin for Euro Denominated Loans as in effect from time to time plus any Mandatory Costs plus 2%, in each such caseSection 1.07(c), with such interest to be payable on demand, provided further, that it is understood and agreed, however, that the notices referred to above in this clause (a) and in the immediately preceding proviso shall not be required to be given if a Default or an Event of Default under Section 11.05 shall have occurred and be continuing (in which case the Unpaid Drawings shall be due and payable immediately without presentment, demand, protest or notice of any kind (all of which are hereby waived by each Credit Party) and shall bear interest at the rate provided in the foregoing proviso on and after the third Business Day following the respective Drawing). The respective Each Issuing Lender shall give the Borrower prompt written notice of each Drawing under any Letter of CreditCredit issued by it, provided that the failure to give, or any delay in giving, give any such notice shall in no way affect, impair or diminish the Borrower’s obligations under this Agreementhereunder.

Agreement to Repay Letter of Credit Drawings. (a) The Borrower agrees (i) Each U.S. Borrower, in the case of a Letter of Credit issued for the account of a U.S. Borrower, hereby jointly and severally agrees, and (ii) each Dutch Borrower, in the case of a Letter of Credit issued for the account of a Dutch Borrower, hereby jointly and severally agrees, in each case, to reimburse each Issuing Lender, by making payment to the Administrative Agent Agent, for the account of the applicable Issuing Bank, in U.S. Dollars (or, in the case of any unreimbursed payment made in Euros or an Acceptable Foreign Currency, such currency) in immediately available funds at the Payment Office, for any payment or disbursement made by such Issuing Lender under any Letter of Credit issued by it for the account of any U.S. Borrower or any Dutch Borrower, as applicable (each such amount, so paid until reimbursed by the such U.S. Borrower or such Dutch Borrower, as applicable, an “Unpaid Drawing”), by making payment in Dollars (in the case of all Dollar Denominated Letters of Credit), Euros (in the case of Euro Denominated Letters of Credit) or Sterling (in the case of Sterling Denominated Letters of Credit) not later than one Business Day following receipt by any U.S. Borrower or any Dutch Borrower, as the Borrower case may be, of notice of such payment or disbursement (provided that no such notice shall be required to be given if a Default or an Event of Default under Section 11.05 shall have occurred and be continuing, in which case the Unpaid Drawing shall be due and payable immediately without presentment, demand, protest or notice of any kind (all of which are hereby waived by the BorrowerBorrowers to the extent permitted by applicable law)), with interest on the amount so paid or disbursed by such Issuing Lender, to the extent not reimbursed prior to 1:00 2:00 P.M. (New York City time) on the date of such payment or disbursement, disbursement from and including the date paid or disbursed to but excluding the date such Issuing Lender was reimbursed by the any U.S. Borrower therefor or any Dutch Borrower, as applicable, at a rate per annum equal to the Base Rate as in effect from time to time plus the Applicable Margin as in effect from time to time for U.S. Dollar Denominated Revolving Loans that are maintained as Base Rate Loans; provided, however, to the extent such amounts are not reimbursed prior to 1:00 2:00 P.M. (New York City time) on the third Business Day following the receipt by any U.S. Borrower or any Dutch Borrower, as applicable, of notice to the Borrower by the Administrative Agent or the respective Issuing Lender of such payment or disbursementdisbursement or following the occurrence of a Default or an Event of Default under Section 11.05, interest shall thereafter accrue on the amounts so paid or disbursed by such Issuing Lender (and until reimbursed by the respective Account Partyany U.S. Borrower or any Dutch Borrower, as applicable) at a rate per annum which shall be (x) in the case of Dollar Denominated Letters of Credit, Sterling Denominated Letters of Credit, equal to the Base Rate as in effect from time to time plus the Applicable Margin for U.S. Dollar Denominated Revolving Loans in each case that are maintained as Base Rate Loans, Loans as in effect from time to time plus 2% and (y) in the case of Euro Denominated Letters of Credit, the Overnight Euro Rate in effect from time to time plus the Applicable Margin for Euro Denominated Loans as in effect from time to time plus any Mandatory Costs plus 2%, in each with such case, with interest to be payable on demand, provided further, that it is understood and agreed, however, that . Amounts paid to the notices referred to above Administrative Agent in this clause (a) and in accordance with the immediately preceding proviso shall not be required to be given if a Default or an Event of Default under Section 11.05 shall have occurred and be continuing (in which case the Unpaid Drawings sentence shall be due and payable immediately without presentment, demand, protest or notice of any kind (all of which are hereby waived by each Credit Party) and shall bear interest at promptly disbursed to the rate provided in the foregoing proviso on and after the third Business Day following the respective Drawing)applicable Issuing Lender. The respective Each Issuing Lender shall give the Borrower applicable U.S. Borrowers or Dutch Borrowers, as the case may be, prompt written notice of each Drawing under any Letter of CreditCredit issued by it for the account of such U.S. Borrowers or Dutch Borrowers, as the case may be; provided that the failure to give, or any delay in giving, give any such notice shall in no way affect, impair or diminish the obligations of any such Borrower to reimburse such Unpaid Drawing. Each Drawing under any Letter of Credit shall (unless (x) the Company notifies the Administrative Agent in writing to the contrary, (y) the Borrowers are unable to satisfy the conditions precedent to the making of Revolving Loans set forth in Section 7, or (z) (i) with respect to Drawings under Letters of Credit issued for the account of any U.S. Borrower’s obligations , the Aggregate U.S. Borrower Exposure at such time exceeds 100% (or, during an Agent Advance Period, 105%) of the U.S. Borrowing Base at such time, (ii) with respect to Drawings under Letters of Credit issued for the account of any Dutch Borrower, the Aggregate Dutch Borrower Exposure at such time exceeds the 100% (or, during an Agent Advance Period, 105%) of the Dutch Borrowing Base at such time, (iii) the Aggregate Exposure at such time exceeds the Total Revolving Loan Commitment at such time or (iv) during a Reduced Availability Period, Excess Availability is less than 10% of Availability at such time, in which case the procedures specified above in this AgreementSection 3.05 and in Section 3.04 for funding by the Participants shall apply) constitute a request by the applicable Borrower to the Administrative Agent for a Borrowing of Revolving Loans pursuant to Section 2.03(a) constituting Base Rate Loans (or, at the option of the Administrative Agent and the Swingline Lender in their sole discretion, a Borrowing of Swingline Loans pursuant to Section 2.03(b)) in the amount of such Drawing, and the date with respect to such Borrowing shall be the date of payment of the relevant Drawing (it being understood that, in each such case, the Administrative Agent shall notify the Lenders (or the Swingline Lender, as applicable) thereof and the Lenders (or the Swingline Lender, as applicable) shall make available to the Administrative Agent their pro rata portion of such Borrowing (or, in the case of Swingline Loans, the Swingline Lender will make available the full amount thereof) and the proceeds thereof shall be applied to reimburse the respective Issuing Lender for such Drawing).

Agreement to Repay Letter of Credit Drawings. (a) The Each Borrower agrees to reimburse each Issuing Lender, by making payment to the Administrative Agent in immediately available funds at the Payment Office, for any payment or disbursement made by such Issuing Lender under any Letter of Credit issued by it for the account of such Borrower (each such amountamount (or the Dollar Equivalent thereof, as the case may be), so paid until reimbursed by the such Borrower, an “Unpaid Drawing”), by making payment in Dollars (in the case of all Dollar Denominated Letters of Credit), Euros (in the case of Euro Denominated Letters of Credit) or Sterling (in the case of Sterling Denominated Letters of Credit) not later than one the same Business Day following receipt by the on which such Borrower of shall have received notice of such payment or disbursement (provided that no such notice shall be required to be given if a Default or an Event of Default under Section 11.05 shall have occurred and be continuing, in which case the Unpaid Drawing shall be due and payable immediately without presentment, demand, protest or notice of any kind (all of which are hereby waived by the BorrowerBorrowers)), with interest on the amount so paid or disbursed by such Issuing Lender, to the extent not reimbursed prior to 1:00 P.M. 12:00 Noon (New York City time) on the date of such payment or disbursement, from and including the date paid or disbursed to but excluding the date such Issuing Lender was reimbursed by the such Borrower therefor at a rate per annum equal to the Base Rate as in effect from time to time plus the Applicable Margin as in effect from time to time for Revolving Loans that are maintained as Base Rate Loans; provided, however, to the extent such amounts are not reimbursed prior to 1:00 P.M. 12:00 Noon (New York City time) on the third fifth Business Day following notice to the Borrower receipt by the Administrative Agent or the respective Issuing Lender Borrowers of notice of such payment or disbursementdisbursement or following the occurrence of a Default or an Event of Default under Section 11.05, interest shall thereafter accrue on the amounts so paid or disbursed by such Issuing Lender (and until reimbursed by the respective Account PartyBorrowers) at a rate per annum which shall be (x) in the case of Dollar Denominated Letters of Credit, Sterling Denominated Letters of Credit, equal to the Base Rate as in effect from time to time plus the Applicable Margin for Revolving Loans in each case that are maintained as Base Rate Loans, Loans as in effect from time to time plus 2% and (y) in the case of Euro Denominated Letters of Credit, the Overnight Euro Rate in effect from time to time plus the Applicable Margin for Euro Denominated Loans as in effect from time to time plus any Mandatory Costs plus 2%, in each with such case, with interest to be payable on demand, provided further, that it is understood and agreed, however, that the notices referred to above in this clause (a) and in the immediately preceding proviso shall not be required to be given if a Default or an Event of Default under Section 11.05 shall have occurred and be continuing (in which case the Unpaid Drawings shall be due and payable immediately without presentment, demand, protest or notice of any kind (all of which are hereby waived by each Credit Party) and shall bear interest at the rate provided in the foregoing proviso on and after the third Business Day following the respective Drawing). The respective Each Issuing Lender shall give the relevant Borrower prompt written notice of each Drawing for which payment has been made under any Letter of CreditCredit issued by it for the account of such Borrower, provided that the failure to give, or any delay in giving, give any such notice shall in no way affect, impair or diminish the Borrower’s obligations under this Agreementof any such Borrower hereunder.

Agreement to Repay Letter of Credit Drawings. (a) The Borrower hereby agrees to reimburse (or cause any Letter of Credit Obligor for whose account a Letter of Credit was issued to reimburse) each Issuing LenderLetter of Credit Issuer, by making payment directly to the Administrative Agent such Letter of Credit Issuer in immediately available funds at the Payment Officepayment office of such Letter of Credit Issuer, for any payment or disbursement made by such Issuing Lender Letter of Credit Issuer under any Letter of Credit issued by it (each such amount, amount so paid or disbursed until reimbursed by the Borrowerreimbursed, an “Unpaid Drawing”)) immediately after, by making payment and in Dollars (in any event on the case date on which, such Letter of all Dollar Denominated Letters of Credit), Euros (in the case of Euro Denominated Letters of Credit) or Sterling (in the case of Sterling Denominated Letters of Credit) not later than one Business Day following receipt by Credit Issuer notifies the Borrower (or any such other Letter of notice Credit Obligor for whose account such Letter of Credit was issued) of such payment or disbursement (provided that no which notice to the Borrower (or such notice other Letter of Credit Obligor) shall be required delivered reasonably promptly after any such payment or disbursement), such payment to be given if a Default or an Event of Default under Section 11.05 shall have occurred and be continuing, made in which case the Unpaid Drawing shall be due and payable immediately without presentment, demand, protest or notice of any kind (all of which are hereby waived by the Borrower))Dollars, with interest on the amount so paid or disbursed by such Issuing LenderLetter of Credit Issuer, to the extent not reimbursed prior to 1:00 P.M. (New York City timelocal time at the payment office of the Letter of Credit Issuer) on the date of such payment or disbursement, from and including the date paid or disbursed to but excluding not including the date such Issuing Lender was Letter of Credit Issuer is reimbursed by the Borrower therefor at a rate per annum equal that shall be the rate then applicable to the Base Rate as in effect from time to time plus the Applicable Margin as in effect from time to time for Revolving Loans that are maintained as Base Rate Loans; provided, however, to the extent such amounts are Loans (plus an additional 2% per annum if not reimbursed prior to 1:00 P.M. (New York time) on the third Business Day following notice to the Borrower by the Administrative Agent or the respective Issuing Lender date of such payment or disbursement), any such interest shall thereafter accrue on the amounts so paid or disbursed by such Issuing Lender (and until reimbursed by the respective Account Party) at a rate per annum which shall be (x) in the case of Dollar Denominated Letters of Credit, Sterling Denominated Letters of Credit, the Base Rate in effect from time to time plus the Applicable Margin for Revolving Loans in each case maintained as Base Rate Loans, as in effect from time to time plus 2% and (y) in the case of Euro Denominated Letters of Credit, the Overnight Euro Rate in effect from time to time plus the Applicable Margin for Euro Denominated Loans as in effect from time to time plus any Mandatory Costs plus 2%, in each such case, with interest also to be payable on demand. If by 11:00 A.M. on the Business Day immediately following notice to it of its obligation to make reimbursement in respect of an Unpaid Drawing, provided furtherthe Borrower has not made such reimbursement out of its available cash on hand or a contemporaneous Borrowing hereunder, that it is understood (x) the Borrower will be deemed to have given a Notice of Borrowing for Base Rate Loans in an aggregate principal amount sufficient to reimburse such Unpaid Drawing (and agreedthe Administrative Agent shall promptly give notice to the Lenders of such deemed Notice of Borrowing), however(y) the Lenders shall, that unless they are legally prohibited from doing so, make the notices referred Loans contemplated by such deemed Notice of Borrowing (which Loans shall be considered made under Section 2.1 hereof), and (z) the proceeds of such Base Rate Loans shall be disbursed directly to above in this clause (a) and in the immediately preceding proviso shall not be required applicable Letter of Credit Issuer to the extent necessary to effect such reimbursement, with any excess proceeds to be given if a Default or an Event of Default under Section 11.05 shall have occurred and be continuing (in which case the Unpaid Drawings shall be due and payable immediately without presentment, demand, protest or notice of any kind (all of which are hereby waived by each Credit Party) and shall bear interest at the rate provided in the foregoing proviso on and after the third Business Day following the respective Drawing). The respective Issuing Lender shall give made available to the Borrower prompt notice in accordance with the applicable provisions of each Drawing under any Letter of Credit, provided that the failure to give, or any delay in giving, any such notice shall in no way affect, impair or diminish the Borrower’s obligations under this Agreement.

Agreement to Repay Letter of Credit Drawings. (a) The Borrower agrees to reimburse each the Issuing Lender, by making payment to the Administrative Agent in Dollars and in immediately available funds at the Payment Office, for any payment or disbursement made by such the Issuing Lender under any Letter of Credit issued by it (each such amount, amount so paid or disbursed until reimbursed by the Borrowerreimbursed, an “Unpaid Drawing”)) immediately after, by making payment and in Dollars (in any event on the case of all Dollar Denominated Letters of Credit), Euros (in the case of Euro Denominated Letters of Credit) or Sterling (in the case of Sterling Denominated Letters of Credit) not later than one Business Day following receipt by the Borrower of notice date of such payment or disbursement (provided that no such notice shall be required to be given if a Default or an Event of Default under Section 11.05 shall have occurred and be continuing, in which case the Unpaid Drawing shall be due and payable immediately without presentment, demand, protest or notice of any kind (all of which are hereby waived by the Borrower))disbursement, with interest on the amount so paid or disbursed by such the Issuing Lender, to the extent not reimbursed prior to 1:00 P.M. (New York City time) on the date of such payment or disbursement, from and including the date paid or disbursed to but excluding not including the date such the Issuing Lender was is reimbursed by the Borrower therefor at a rate per annum equal to the Base Rate as in effect from time to time plus the Applicable Margin as in effect from time to time for Revolving Loans that are maintained as Base Rate Loans; provided, however, to the extent such amounts are not reimbursed prior to 1:00 P.M. (New York time) on the third Business Day following notice to the Borrower by the Administrative Agent or the respective Issuing Lender of such payment or disbursement, interest shall thereafter accrue on the amounts so paid or disbursed by such Issuing Lender (and until reimbursed by the respective Account Party) at a rate per annum which shall be (x) in the case of Dollar Denominated Letters of Credit, Sterling Denominated Letters of Credit, the Base Rate in effect from time to time plus the Applicable Margin for Revolving Loans in each case maintained as Base Rate Loans, as in effect from time to time plus 2% and (y) in the case of Euro Denominated Letters of Credit, the Overnight Euro Rate in effect from time to time plus the Applicable Margin for Euro Denominated Loans as in effect from time to time (or, if the Total Commitment has been terminated and all Revolving Loans have been repaid, the Applicable Margin that would have been in effect for Revolving Loans maintained as Base Rate Loans) (plus any Mandatory Costs plus an additional 2%% per annum, in each such case, with interest to be payable on demand, provided further, that it is understood and agreed, however, that the notices referred to above in this clause (a) and in the immediately preceding proviso shall if not be required to be given if a Default or an Event of Default under Section 11.05 shall have occurred and be continuing (in which case the Unpaid Drawings shall be due and payable immediately without presentment, demand, protest or notice of any kind (all of which are hereby waived reimbursed by each Credit Party) and shall bear interest at the rate provided in the foregoing proviso on and after the third Business Day following after the respective Drawingdate of such payment or disbursement). The respective Issuing Lender shall give provide the Borrower prompt notice of each Drawing any payment or disbursement made by it under any Letter of CreditCredit issued by it, provided that although the failure to giveof, or any delay in givingin, giving any such notice shall in no way affect, impair not release or diminish the Borrower’s obligations of the Borrower under this Section 2.04(a) or under any other Section of this Agreement.

Agreement to Repay Letter of Credit Drawings. (a) The Borrower agrees Borrowers hereby agree to reimburse (or cause any Letter of Credit Obligor for whose account a Letter of Credit was issued to reimburse) each Issuing LenderLetter of Credit Issuer, by making payment directly to the Administrative Agent such Letter of Credit Issuer in immediately available funds at the Payment Officepayment office of such Letter of Credit Issuer, for any payment or disbursement made by such Issuing Lender Letter of Credit Issuer under any Letter of Credit issued by it (each such amount, amount so paid or disbursed until reimbursed by the Borrowerreimbursed, an “Unpaid Drawing”)) immediately after, by making payment and in Dollars any event on the date on which, such Letter of Credit Issuer notifies the Borrowers (in the case or any such other Letter of all Dollar Denominated Letters Credit Obligor for whose account such Letter of Credit), Euros (in the case of Euro Denominated Letters of CreditCredit was issued) or Sterling (in the case of Sterling Denominated Letters of Credit) not later than one Business Day following receipt by the Borrower of notice of such payment or disbursement (provided that no which notice to the Borrowers (or such notice other Letter of Credit Obligor) shall be required delivered reasonably promptly after any such payment or disbursement), such payment to be given if a Default or an Event of Default under Section 11.05 shall have occurred and be continuing, made in which case the Unpaid Drawing shall be due and payable immediately without presentment, demand, protest or notice of any kind (all of which are hereby waived by the Borrower))Dollars, with interest on the amount so paid or disbursed by such Issuing LenderLetter of Credit Issuer, to the extent not reimbursed prior to 1:00 P.M. (New York City timelocal time at the payment office of the Letter of Credit Issuer) on the date of such payment or disbursement, from and including the date paid or disbursed to but excluding not including the date such Issuing Lender was Letter of Credit Issuer is reimbursed by the Borrower therefor at a rate per annum equal that shall be the rate then applicable to the Base Rate as in effect from time to time plus the Applicable Margin as in effect from time to time for Revolving Loans that are maintained as Base Rate Loans; provided, however, to the extent such amounts are Loans (plus an additional 2% per annum if not reimbursed prior to 1:00 P.M. (New York time) on the third Business Day following notice to the Borrower by the Administrative Agent or the respective Issuing Lender date of such payment or disbursement), any such interest shall thereafter accrue on the amounts so paid or disbursed by such Issuing Lender (and until reimbursed by the respective Account Party) at a rate per annum which shall be (x) in the case of Dollar Denominated Letters of Credit, Sterling Denominated Letters of Credit, the Base Rate in effect from time to time plus the Applicable Margin for Revolving Loans in each case maintained as Base Rate Loans, as in effect from time to time plus 2% and (y) in the case of Euro Denominated Letters of Credit, the Overnight Euro Rate in effect from time to time plus the Applicable Margin for Euro Denominated Loans as in effect from time to time plus any Mandatory Costs plus 2%, in each such case, with interest also to be payable on demand. If by 11:00 A.M. on the Business Day immediately following notice to it of its obligation to make reimbursement in respect of an Unpaid Drawing, provided furtherthe Borrowers have not made such reimbursement out of its available cash on hand or a contemporaneous Borrowing hereunder, that it is understood (x) the Borrowers will be deemed to have given a Notice of Borrowing for Base Rate Loans in an aggregate principal amount sufficient to reimburse such Unpaid Drawing (and agreedthe Administrative Agent shall promptly give notice to the Lenders of such deemed Notice of Borrowing), however(y) the Lenders shall, that unless they are legally prohibited from doing so, make the notices referred Loans contemplated by such deemed Notice of Borrowing (which Loans shall be considered made under Section 2.1 hereof), and (z) the proceeds of such Base Rate Loans shall be disbursed directly to above in this clause (a) and in the immediately preceding proviso shall not be required applicable Letter of Credit Issuer to the extent necessary to effect such reimbursement, with any excess proceeds to be given if a Default or an Event made available to the Borrowers in accordance with the applicable provisions of Default under Section 11.05 shall have occurred and be continuing (in which case the Unpaid Drawings shall be due and payable immediately without presentment, demand, protest or notice of any kind (all of which are hereby waived by each Credit Party) and shall bear interest at the rate provided in the foregoing proviso on and after the third Business Day following the respective Drawing). The respective Issuing Lender shall give the Borrower prompt notice of each Drawing under any Letter of Credit, provided that the failure to give, or any delay in giving, any such notice shall in no way affect, impair or diminish the Borrower’s obligations under this Agreement.

Agreement to Repay Letter of Credit Drawings. (a) The U.S. Borrower hereby agrees (in the case of U.S. Borrower Multicurrency Facility Letters of Credit and U.S. Borrower Dollar Facility Letters of Credit), and the Bermuda Borrower hereby agrees (in the case of Bermuda Borrower Multicurrency Facility Letters of Credit and Bermuda Borrower Dollar Facility Letters of Credit), to reimburse each the respective Issuing Lender, by making payment in Dollars (in the case of all Dollar Denominated Letters of Credit and Sterling Denominated Letters of Credit or, after a Sharing Event, all Letters of Credit) or Euros (in the case of Euro Denominated Letters of Credit at any time prior to a Sharing Event) to the Administrative Agent in immediately available funds at the Payment OfficeOffice (or by making the payment directly to such Issuing Lender at such location as may otherwise have been agreed upon by the respective Account Party and such Issuing Lender), for any payment or disbursement (in the case of any such payment or disbursement under (x) any Sterling Denominated Letter of Credit, taking the Dollar Equivalent of the amount of the respective payment or disbursement on the date upon which the respective payment or disbursement is made and (y) any Euro Denominated Letter of Credit which is unpaid on the date of the occurrence of a Sharing Event, or which payments or disbursements are made thereafter, taking the Dollar Equivalent of the amount of the respective payment or disbursement made in Euros as such Dollar Equivalent is determined on the first date upon which the respective Sharing Event occurs or, if later, the date upon which the respective payment or disbursement is made) made by such Issuing Lender under any Letter of Credit issued by it (each such amount, amount so paid until reimbursed by the Borrowerreimbursed, an “"Unpaid Drawing”"), by making payment in Dollars (in the case of all Dollar Denominated Letters of Credit), Euros (in the case of Euro Denominated Letters of Credit) or Sterling (in the case of Sterling Denominated Letters of Credit) not later than one the third Business Day following receipt by after the Administrative Agent or the Issuing Lender notifies the respective Borrower of notice of such payment or disbursement (provided that no such notice shall be required to be given if a Default or an Event of Default under Section 11.05 shall have occurred and be continuing, in which case the Unpaid Drawing shall be due and payable immediately without presentment, demand, protest or notice of any kind (all of which are hereby waived by the Borrower))disbursement, with interest on the amount so paid or disbursed by such Issuing Lender, to the extent not reimbursed prior to 1:00 P.M. (New York City time) ), on the date of such payment or disbursement, from and including the date paid or disbursed to but excluding the date such Issuing Lender was is reimbursed by the U.S. Borrower or the Bermuda Borrower, as the case may be, therefor at a rate per annum equal to which shall be (x) in the case of Dollar Denominated Letters of Credit, Sterling Denominated Letters of Credit and other amounts owing in Dollars after the occurrence of a Sharing Event, the Base Rate as in effect from time to time plus the Applicable Margin for Multicurrency Facility Revolving Loans (in the case of Multicurrency Facility Letters of Credit) or Dollar Facility Revolving Loans (in the case of Dollar Facility Letters of Credit) in each case maintained as Base Rate Loans, as in effect from time to time and (y) in the case of Euro Denominated Letters of Credit for periods occurring prior to the occurrence of a Sharing Event, the Overnight Euro Rate in effect from time to time plus the Applicable Margin for Euro Denominated Revolving Loans that are maintained as Base Rate Loans; in effect from time to time plus any Mandatory Costs, provided, however, to the extent such amounts are not reimbursed prior to 1:00 P.M. (New York time) on the third Business Day following notice to the Borrower respective Account Party by the Administrative Agent or the respective Issuing Lender of such payment or disbursement, interest shall thereafter accrue on the amounts so paid or disbursed by such Issuing Lender (and until reimbursed by the respective Account Party) at a rate per annum which shall be (x) in the case of Dollar Denominated Letters of Credit, Sterling Denominated Letters of CreditCredit and other amounts owing in Dollars after the occurrence of a Sharing Event, the Base Rate in effect from time to time plus the Applicable Margin for Multicurrency Facility Revolving Loans (in the case of Multicurrency Facility Letters of Credit) or Dollar Facility Revolving Loans (in the case of Dollar Facility Letters of Credit) in each case maintained as Base Rate Loans, as in effect from time to time plus 2% and (y) in the case of Euro Denominated Letters of CreditCredit for periods occurring prior to the occurrence of a Sharing Event, the Overnight Euro Rate in effect from time to time plus the Applicable Margin for Euro Denominated Revolving Loans as in effect from time to time plus any Mandatory Costs plus 2%, in each such case, with interest to be payable on demand, provided further, that it is understood and agreed, however, that the notices referred to above in this clause (a) and in the immediately preceding proviso shall not be required to be given if a Default or an Event of Default under Section 11.05 10.05 shall have occurred and be continuing (in which case the Unpaid Drawings shall be due and payable immediately without presentment, demand, protest or notice of any kind (all of which are hereby waived by each Credit Party) and shall bear interest at the rate provided in the foregoing proviso on and after the third Business Day following the respective Drawing). The respective Issuing Lender shall give the Borrower respective Account Party prompt notice of each Drawing under any Letter of Credit, provided that the failure to give, or any delay in giving, any such notice shall in no way affect, impair or diminish the Borrower’s respective Account Party's obligations under this Agreement.

Agreement to Repay Letter of Credit Drawings. (a) The Borrower hereby agrees to reimburse each Issuing Lenderthe Letter of Credit Issuer, by making payment with respect to any drawing under any Letter of Credit to the Revolver Administrative Agent in the same currency in which such drawing was made unless the Letter of Credit Issuer (at its option) shall have specified in the notice of drawing that it will require reimbursement in Dollars. In the case of any reimbursement in Dollars of a drawing of a Letter of Credit denominated in an Alternative Currency, the Letter of Credit Issuer shall notify the Borrower of the Dollar Equivalent of the amount of the drawing promptly following the determination thereof. Any such reimbursement shall be made by the Borrower to the Revolver Administrative Agent in immediately available funds at the Payment Office, for any payment or disbursement made by such Issuing Lender the Letter of Credit Issuer under any Letter of Credit issued by it (each such amount, amount so paid until reimbursed by the Borrowerreimbursed, an “Unpaid Drawing”), by making payment in Dollars (in the case of all Dollar Denominated Letters of Credit), Euros (in the case of Euro Denominated Letters of Credit) or Sterling (in the case of Sterling Denominated Letters of Credit) not no later than the date that is one Business Day following receipt by after the date on which the Borrower of receives written notice of such payment or disbursement (provided that no such notice shall be required to be given if a Default or an Event of Default under Section 11.05 shall have occurred and be continuing, in which case the Unpaid Drawing shall be due and payable immediately without presentment, demand, protest or notice of any kind (all of which are hereby waived by the Borrower)“Reimbursement Date”), with interest on the amount so paid or disbursed by such Issuing Lenderthe Letter of Credit Issuer, to the extent not reimbursed prior to 1:00 P.M. 5:00 p.m. (New York City time) on the date of such payment or disbursementReimbursement Date, from and including the Reimbursement Date to the date paid or disbursed to but excluding the date such Issuing Lender was Letter of Credit Issuer is reimbursed by the Borrower therefor at a rate per annum equal to that shall at all times be the Base Rate Applicable 105 Margin for ABR Loans that are Revolving Credit Loans plus the ABR as in effect from time to time plus time, provided that, notwithstanding anything contained in this Agreement to the Applicable Margin contrary, (i) unless the Borrower shall have notified the Revolver Administrative Agent and the relevant Letter of Credit Issuer prior to 1:00 p.m. (New York City time) on the Reimbursement Date that the Borrower intends to reimburse the relevant Letter of Credit Issuer for the amount of such drawing with funds other than the proceeds of Loans, the Borrower shall be deemed to have given a Notice of Borrowing requesting that, with respect to Letters of Credit, the Revolving Credit Lenders make Revolving Credit Loans (which shall be denominated in Dollars and which shall be ABR Loans) on the Reimbursement Date in the amount, or Dollar Equivalent of the amount, as applicable, of such drawing and (ii) the Revolver Administrative Agent shall promptly notify each L/C Participant of such drawing and the amount of its Revolving Credit Loan to be made in effect respect thereof, and each L/C Participant shall be irrevocably obligated to make a Revolving Credit Loan to the Borrower in Dollars in the manner deemed to have been requested in the amount of its Revolving Credit Commitment Percentage of the applicable Unpaid Drawing by 2:00 p.m. (New York City time) on such Reimbursement Date by making the amount of such Revolving Credit Loan available to the Revolver Administrative Agent. Such Revolving Credit Loans shall be made without regard to the Minimum Borrowing Amount. The Revolver Administrative Agent shall use the proceeds of such Revolving Credit Loans solely for purpose of reimbursing the Letter of Credit Issuer for the related Unpaid Drawing. In the event that the Borrower fails to Cash Collateralize any Letter of Credit that is outstanding on the L/C Facility Maturity Date, the full amount of the Letters of Credit Outstanding in respect of such Letter of Credit shall be deemed to be an Unpaid Drawing subject to the provisions of this Section 3.4 except that the Letter of Credit Issuer shall hold the proceeds received from time the L/C Participants as contemplated above as cash collateral for such Letter of Credit to time reimburse any Unpaid Drawing under such Letter of Credit and shall use such proceeds first, to reimburse itself for Revolving Loans that are maintained as Base Rate Loans; providedany Unpaid Drawings made in respect of such Letter of Credit following the L/C Facility Maturity Date, howeversecond, to the extent such amounts are Letter of Credit expires or is returned undrawn while any such cash collateral remains, to the repayment of obligations in respect of any Revolving Credit Loans that have not reimbursed prior to 1:00 P.M. (New York time) on the third Business Day following notice been paid at such time and third, to the Borrower or as otherwise directed by the Administrative Agent or the respective Issuing Lender a court of such payment or disbursement, interest shall thereafter accrue on the amounts so paid or disbursed by such Issuing Lender (and until reimbursed by the respective Account Party) at a rate per annum which shall be (x) in the case of Dollar Denominated Letters of Credit, Sterling Denominated Letters of Credit, the Base Rate in effect from time to time plus the Applicable Margin for Revolving Loans in each case maintained as Base Rate Loans, as in effect from time to time plus 2% and (y) in the case of Euro Denominated Letters of Credit, the Overnight Euro Rate in effect from time to time plus the Applicable Margin for Euro Denominated Loans as in effect from time to time plus any Mandatory Costs plus 2%, in each such case, with interest to be payable on demand, provided further, that it is understood and agreed, however, that the notices referred to above competent jurisdiction. Nothing in this clause (aSection 3.4(a) and in the immediately preceding proviso shall not be required to be given if a Default or an Event of Default under Section 11.05 shall have occurred and be continuing (in which case the Unpaid Drawings shall be due and payable immediately without presentment, demand, protest or notice of any kind (all of which are hereby waived by each Credit Party) and shall bear interest at the rate provided in the foregoing proviso on and after the third Business Day following the respective Drawing). The respective Issuing Lender shall give the Borrower prompt notice of each Drawing under any Letter of Credit, provided that the failure to give, or any delay in giving, any such notice shall in no way affect, impair or diminish affect the Borrower’s obligations under obligation to repay all outstanding Revolving Credit Loans when due in accordance with the terms of this Agreement.

Agreement to Repay Letter of Credit Drawings. (a) The Borrower agrees to reimburse each Issuing Lender, by making payment to the Administrative Agent in immediately available funds at the Payment Office, for any payment or disbursement made by such Issuing Lender under any Letter of Credit issued by it (each such amount, so paid until reimbursed by the Borrowerreimbursed, an “Unpaid Drawing”), by making payment in Dollars (in the case of all Dollar Denominated Letters of Credit), Euros (in the case of Euro Denominated Letters of Credit) or Sterling (in the case of Sterling Denominated Letters of Credit) not later than one Business Day following receipt by the Borrower of notice of such payment or disbursement (provided that no such notice shall be required to be given if a Default or an Event of Default under Section 11.05 shall have occurred and be continuing, in which case the Unpaid Drawing shall be due and payable immediately without presentment, demand, protest or notice of any kind (all of which are hereby waived by the Borrower)), with interest on the amount so paid or disbursed by such Issuing Lender, to the extent not reimbursed prior to 1:00 P.M. 12:00 Noon (New York City time) on the date of such payment or disbursement, from and including the date paid or disbursed to but excluding the date such Issuing Lender was reimbursed by the Borrower therefor at a rate per annum equal to the Base Rate Rate, as in effect from time to time time, plus the Applicable Margin as in effect from time to time for Revolving Loans that are maintained as Base Rate Loansminus 1.00%; provided, however, to the extent such amounts are not reimbursed prior to 1:00 P.M. 12:00 Noon (New York time) on the third Business Day following notice to the receipt by the Borrower by the Administrative Agent or the respective Issuing Lender of notice of such payment or disbursementdisbursement or following the occurrence of a Default or an Event of Default under Section 11.05, interest shall thereafter accrue on the amounts so paid or disbursed by such Issuing Lender (and until reimbursed by the respective Account PartyBorrower) at a rate per annum which shall be (x) in the case of Dollar Denominated Letters of Credit, Sterling Denominated Letters of Credit, equal to the Base Rate in effect from time to time plus the Applicable Margin for Revolving Loans in each case maintained as Base Rate Loans, as in effect from time to time plus 2% and (y) in the case of Euro Denominated Letters of Credit, the Overnight Euro Rate in effect from time to time plus the Applicable Margin for Euro Denominated Loans as in effect from time to time plus any Mandatory Costs plus 21%, in each with such case, with interest to be payable on demand, provided further, that it is understood and agreed, however, that the notices referred to above in this clause (a) and in the immediately preceding proviso shall not be required to be given if a Default or an Event of Default under Section 11.05 shall have occurred and be continuing (in which case the Unpaid Drawings shall be due and payable immediately without presentment, demand, protest or notice of any kind (all of which are hereby waived by each Credit Party) and shall bear interest at the rate provided in the foregoing proviso on and after the third Business Day following the respective Drawing). The respective Each Issuing Lender shall give the Borrower prompt written notice of each Drawing under any Letter of CreditCredit issued by it, provided that the failure to give, or any delay in giving, give any such notice shall in no way affect, impair or diminish the Borrower’s obligations under this Agreementhereunder.

Agreement to Repay Letter of Credit Drawings. (a) The Each Borrower hereby agrees to reimburse each Issuing Lenderthe Letter of Credit Issuer, by making payment with respect to any drawing under any Letter of Credit issued for the account of such Borrower (or under which such Borrower is the primary obligor) in the currency of such Letter of Credit. Any such reimbursement shall be made by the applicable Borrower to the Administrative Agent in immediately available Same Day Funds (whether with its own funds at or with the Payment Office, proceeds of any Borrowings under this Agreement) for any payment or disbursement made by such Issuing Lender the Letter of Credit Issuer under any Letter of Credit issued by it (each such amount, amount so paid until reimbursed by the Borrowerreimbursed, an “Unpaid Drawing”), by making payment in Dollars (in the case of all Dollar Denominated Letters of Credit), Euros (in the case of Euro Denominated Letters of Credit) or Sterling (in the case of Sterling Denominated Letters of Credit) not no later than the date that is one (1) Business Day following receipt by after the date on which the Borrower of Representative receives written notice of such payment or disbursement (provided that no such notice shall be required to be given if a Default or an Event of Default under Section 11.05 shall have occurred and be continuing, in which case the Unpaid Drawing shall be due and payable immediately without presentment, demand, protest or notice of any kind (all of which are hereby waived by the Borrower)“Reimbursement Date”), with interest on the amount so paid or disbursed by such Issuing Lenderthe Letter of Credit Issuer, to the extent not reimbursed prior to 1:00 P.M. 5:00 p.m. (New York City Toronto time) on the date of such payment or disbursementReimbursement Date, from and including the Reimbursement Date to the date paid or disbursed to but excluding the date such Issuing Lender was Letter of Credit Issuer is reimbursed by the Borrower therefor at a rate per annum equal that shall at all times be (v) the Applicable Margin for Prime Rate Loans that are Revolving Credit Loans, plus the Prime Rate as in effect from time to time if the payment or reimbursement obligation is in Dollars, (w) the Applicable Margin for ABR Loans that are Revolving Credit Loans, plus the ABR as in effect from time to time if the payment or reimbursement obligation is in U.S. Dollars, (x) the Applicable Margin for European Base Rate Loans that are Revolving Credit Loans, plus the European Base Rate as in effect from time to time plus if the Applicable Margin as payment or reimbursement obligation is in effect from time Euros, (y) the rate referred to time in clause (v) above in respect of Letters of Credit issued to CGI Borrower in any currency other than Dollars or U.S. Dollars on the Equivalent Amount in Dollars of the reimbursement obligation, and (z) the rate referred to in clause (w) above in respect of Letters of Credit issued to Swiss Borrower in any currency other than U.S. Dollars or Euros on the Equivalent Amount in U.S. Dollars of the reimbursement obligation; provided that, notwithstanding anything contained in this Agreement to the contrary, (i) unless the Borrower Representative shall have notified the Administrative Agent and the relevant Letter of Credit Issuer prior to 1:00 p.m. (Toronto time) on the Reimbursement Date that the Borrower intends to reimburse the relevant Letter of Credit Issuer for Revolving the amount of such drawing with funds other than the proceeds of Loans, the Borrower Representative shall be deemed to have given a Notice of Borrowing requesting that, with respect to Letters of Credit, the Lenders make Prime Rate Loans that are maintained as for Letters of Credit in Dollars (which shall be Prime Rate Loans), ABR Loans for Letters of Credit in U.S. Dollars (which shall be ABR Loans) or European Base Rate Loans for Letters of Credit in Euros (which shall be European Base Rate Loans; provided) on the Reimbursement Date in the amount of such drawing and (ii) the Administrative Agent shall promptly notify each L/C Participant of such drawing and the amount of its Revolving Loan to be made in respect thereof, howeverand each L/C Participant shall be irrevocably obligated to make a Revolving Loan to the Borrowers in such currency in the manner deemed to have been requested in the amount of its Revolving Credit Commitment Percentage of the applicable Unpaid Drawing by 2:00 p.m. (Toronto time) on such Reimbursement Date by making the amount of such Revolving Loan available to the Administrative Agent. Such Revolving Loans shall be made without regard to the Minimum Borrowing Amount. The Administrative Agent shall use the proceeds of such Revolving Loans solely for purpose of reimbursing the Letter of Credit Issuer for the related Unpaid Drawing. In the event that the Borrowers fail to Cash Collateralize any Letter of Credit that is outstanding on the L/C Facility Maturity Date, the full amount of the Letters of Credit Outstanding in respect of such Letter of Credit shall be deemed to be an Unpaid Drawing subject to the provisions of this Section 3.4, except that the Letter of Credit Issuer shall hold the proceeds received from the L/C Participants as contemplated above as Cash Collateral for such Letter of Credit to reimburse any drawing under such Letter of Credit and shall use such proceeds first, to reimburse itself for any drawings made in respect of such Letter of Credit following the L/C Facility Maturity Date, second, to the extent such amounts are not reimbursed prior to 1:00 P.M. (New York time) on the third Business Day following notice Letter of Credit expires or is returned undrawn while any such Cash Collateral remains, to the Borrower by the Administrative Agent or the respective Issuing Lender repayment of such payment or disbursement, interest shall thereafter accrue on the amounts so paid or disbursed by such Issuing Lender (and until reimbursed by the respective Account Party) at a rate per annum which shall be (x) obligations in the case respect of Dollar Denominated Letters of Credit, Sterling Denominated Letters of Credit, the Base Rate in effect from time to time plus the Applicable Margin for any Revolving Loans in each case maintained that have not been paid at such time and third, to the Borrowers or as Base Rate Loans, as in effect from time to time plus 2% and (y) in the case otherwise directed by a court of Euro Denominated Letters of Credit, the Overnight Euro Rate in effect from time to time plus the Applicable Margin for Euro Denominated Loans as in effect from time to time plus any Mandatory Costs plus 2%, in each such case, with interest to be payable on demand, provided further, that it is understood and agreed, however, that the notices referred to above competent jurisdiction. Nothing in this clause (aSection 3.4(a) and in the immediately preceding proviso shall not be required to be given if a Default or an Event of Default under Section 11.05 shall have occurred and be continuing (in which case the Unpaid Drawings shall be due and payable immediately without presentment, demand, protest or notice of any kind (all of which are hereby waived by affect each Credit Party) and shall bear interest at the rate provided in the foregoing proviso on and after the third Business Day following the respective Drawing). The respective Issuing Lender shall give the Borrower prompt notice of each Drawing under any Letter of Credit, provided that the failure to give, or any delay in giving, any such notice shall in no way affect, impair or diminish the Borrower’s obligations under obligation to repay all outstanding Revolving Loans made to such Borrower when due in accordance with the terms of this Agreement.

Agreement to Repay Letter of Credit Drawings. (a) The Borrower Company hereby agrees to reimburse each the Issuing LenderAgent, by making payment to the Administrative Agent in immediately available funds at the Payment OfficeOffice of the Administrative Agent, for any payment or disbursement made by such the Issuing Lender Agent under any Letter of Credit issued by it (each such amount, so paid until reimbursed by the Borrowerreimbursed, an “"Unpaid Drawing”"), by making payment in Dollars (in i) on the case of all Dollar Denominated Letters of Credit), Euros (in the case of Euro Denominated Letters of Credit) or Sterling (in the case of Sterling Denominated Letters of Credit) not later than one Business Day following receipt by the Borrower of notice date of such payment or disbursement, if the Issuing Agent provides notice to the Company by 12:00 Noon (New York time) that it has made a payment or disbursement of such amount with respect to a Letter of Credit or (provided ii) by 12:00 Noon (New York time) on the next Business Day, if the Issuing Agent provides notice to the Borrower after 12:00 Noon (New York time) that no it has made a payment or disbursement of such notice shall be required amount with respect to be given if a Default or an Event Letter of Default under Section 11.05 shall have occurred and be continuingCredit, in which each case the Unpaid Drawing shall be due and payable immediately without presentment, demand, protest or notice of any kind (all of which are hereby waived by the Borrower)), together with interest on the amount so paid or disbursed by such the Issuing LenderAgent, to the extent not reimbursed prior to 1:00 P.M. 12:00 Noon (New York City time) on the date of such payment or disbursement, from and including the date paid or disbursed to but excluding the date such the Issuing Lender Agent was reimbursed by the Borrower Company therefor at a rate per annum equal to which shall be the Base Rate as in effect from time to time plus the Applicable Margin as in effect from time to time for Revolving Loans that are maintained as Base Rate Loanstime; provided, however, to the extent such amounts are not reimbursed prior to 1:00 P.M. 12:00 Noon (New York time) on the third Business Day following notice to the Borrower by the Administrative Agent or the respective Issuing Lender of such payment or disbursement, interest shall thereafter accrue on the amounts so paid or disbursed by such the Issuing Lender Agent (and until reimbursed by the respective Account PartyCompany) at a rate per annum which shall be (x) in the case of Dollar Denominated Letters of Credit, Sterling Denominated Letters of Credit, the Base Rate in effect from time to time plus the Applicable Margin for Revolving Loans in each case maintained as Base Rate Loans, as in effect from time to time plus 2% and (y) in the case of Euro Denominated Letters of Credit, the Overnight Euro Rate in effect from time to time plus the Applicable Margin for Euro Denominated Loans as in effect from time to time plus any Mandatory Costs plus 2%, in each with such case, with interest to be payable on demand, provided further, that it is understood and agreed, however, that the notices referred to above in this clause (a) and in the immediately preceding proviso shall not be required to be given if a Default or an Event of Default under Section 11.05 shall have occurred and be continuing (in which case the Unpaid Drawings shall be due and payable immediately without presentment, demand, protest or notice of any kind (all of which are hereby waived by each Credit Party) and shall bear interest at the rate provided in the foregoing proviso on and after the third Business Day following the respective Drawing). The respective Issuing Lender Agent shall give the Borrower Company prompt notice of each Drawing under any Letter of Credit, provided that the failure to give, or any delay in giving, give any such notice shall in no way affect, impair or diminish the Borrower’s Company's obligations under this Agreementhereunder.

Agreement to Repay Letter of Credit Drawings. (a) The Borrower hereby agrees to reimburse each the relevant Issuing Lender, Bank by making payment in Dollars to such Issuing Bank or to the Administrative Agent for the account of such Issuing Bank (whether with its own funds or with proceeds of the Loans) in immediately available funds at the Payment Officefunds, for any payment or disbursement made by such Issuing Lender Bank under any Letter of Credit issued by it (each such amount, amount so paid until reimbursed by the Borrowerreimbursed, an “Unpaid Drawing”), by making payment in Dollars ) (in the case of all Dollar Denominated Letters of Credit), Euros (in the case of Euro Denominated Letters of Crediti) or Sterling (in the case of Sterling Denominated Letters of Credit) not later than within one Business Day following receipt by of the Borrower of notice date of such payment or disbursement if such Issuing Bank provides notice to the Borrower of such payment or disbursement prior to 11:00 a.m. (provided that no Fort Worth, Texas time) on such next succeeding Business Day (from the date of such payment or disbursement) or (ii) if such notice shall be is received after such time, on the next Business Day following the date of receipt of such notice (such required to be given if a Default date for reimbursement under clause (i) or an Event of Default under Section 11.05 shall have occurred and be continuing(ii), in which case as applicable, the Unpaid Drawing shall be due and payable immediately without presentment, demand, protest or notice of any kind (all of which are hereby waived by the Borrower)“Reimbursement Date”), with interest on the amount so paid or disbursed by such Issuing LenderBank, to the extent not reimbursed prior to 1:00 P.M. (New York City time) on from and including the date of such payment or disbursement, from and including the date paid or disbursed disbursement to but excluding the date such Issuing Lender was reimbursed by Reimbursement Date, at the Borrower therefor at a rate per annum rate for each day equal to the Base Rate rate described in Section 2.7(a); provided that, notwithstanding anything contained in this Agreement to the contrary, with respect to any Letter of Credit, (A) unless the Borrower shall have notified the Administrative Agent and such Issuing Bank prior to 11:00 a.m. (Fort Worth, Texas time) on the Reimbursement Date that the Borrower intends to reimburse such Issuing Bank for the amount of such drawing with funds other than the proceeds of Loans, the Borrower shall be deemed to have given a Notice of Borrowing requesting that the Lenders make Loans (which shall be ABR Loans) on the Reimbursement Date in an amount equal to the amount of such drawing, and (B) the Administrative Agent shall promptly notify each L/C Participant of such drawing and the amount of its Loan to be made in respect thereof, and each L/C Participant shall be irrevocably obligated to make a Loan to the Borrower in the manner deemed to have been requested in the amount of its Commitment Percentage of the applicable Unpaid Drawing by 12:00 noon (Fort Worth, Texas time) on such Reimbursement Date by making the amount of such Loan available to the Administrative Agent. Such Loans made in respect of such Unpaid Drawing on such Reimbursement Date shall be made without regard to the satisfaction of the conditions set forth in Article VII. The Administrative Agent shall use the proceeds of such Loans solely for purpose of reimbursing the relevant Issuing Bank for the related Unpaid Drawing. In the event that the Borrower fails to Cash Collateralize any Letter of Credit that is outstanding on the L/C Maturity Date, the full amount of the Letters of Credit Outstanding in respect of such Letter of Credit shall be deemed to be an Unpaid Drawing subject to the provisions of this Section 3.4 except that such Issuing Bank shall hold the proceeds received from the Lenders as contemplated above as cash collateral for such Letter of Credit to reimburse any Drawing under such Letter of Credit and shall use such proceeds first, to reimburse itself for any Drawings made in effect from time to time plus respect of such Letter of Credit following the Applicable Margin as in effect from time to time for Revolving Loans that are maintained as Base Rate Loans; providedL/C Maturity Date, howeversecond, to the extent such amounts are Letter of Credit expires or is returned undrawn while any such cash collateral remains, to the repayment of obligations in respect of any Loans that have not reimbursed prior to 1:00 P.M. (New York time) on the third Business Day following notice paid at such time and third, to the Borrower or as otherwise directed by the Administrative Agent or the respective Issuing Lender a court of such payment or disbursement, interest shall thereafter accrue on the amounts so paid or disbursed by such Issuing Lender (and until reimbursed by the respective Account Party) at a rate per annum which shall be (x) in the case of Dollar Denominated Letters of Credit, Sterling Denominated Letters of Credit, the Base Rate in effect from time to time plus the Applicable Margin for Revolving Loans in each case maintained as Base Rate Loans, as in effect from time to time plus 2% and (y) in the case of Euro Denominated Letters of Credit, the Overnight Euro Rate in effect from time to time plus the Applicable Margin for Euro Denominated Loans as in effect from time to time plus any Mandatory Costs plus 2%, in each such case, with interest to be payable on demand, provided further, that it is understood and agreed, however, that the notices referred to above competent jurisdiction. Nothing in this clause (aSection 3.4(a) and in the immediately preceding proviso shall not be required to be given if a Default or an Event of Default under Section 11.05 shall have occurred and be continuing (in which case the Unpaid Drawings shall be due and payable immediately without presentment, demand, protest or notice of any kind (all of which are hereby waived by each Credit Party) and shall bear interest at the rate provided in the foregoing proviso on and after the third Business Day following the respective Drawing). The respective Issuing Lender shall give the Borrower prompt notice of each Drawing under any Letter of Credit, provided that the failure to give, or any delay in giving, any such notice shall in no way affect, impair or diminish affect the Borrower’s obligations under obligation to repay all outstanding Loans when due in accordance with the terms of this Agreement.

Agreement to Repay Letter of Credit Drawings. (a) The Borrower hereby agrees to reimburse each Issuing Lenderthe Letter of Credit Issuer, by making payment to the Administrative Agent in Dollars or in the applicable Foreign Currency, as the case may be, in immediately available funds at the Payment Administrative Agent’s Office, for any payment or disbursement made by such Issuing Lender the Letter of Credit Issuer under any Letter of Credit issued by it (each such amount, amount (including the Dollar Equivalent thereof) so paid until reimbursed by the Borrowerreimbursed, an “Unpaid Drawing”)) immediately after, by making payment and in Dollars (in any event on the case of all Dollar Denominated Letters of Credit)date of, Euros (in the case of Euro Denominated Letters of Credit) or Sterling (in the case of Sterling Denominated Letters of Credit) not later than one Business Day following receipt by the Borrower of notice of such payment or disbursement (provided that no such notice shall be required to be given if a Default or an Event of Default under Section 11.05 shall have occurred and be continuing, in which case the Unpaid Drawing shall be due and payable immediately without presentment, demand, protest or notice of any kind (all of which are hereby waived by the Borrower))payment, with interest on the amount so paid or disbursed by such Issuing Lenderthe Letter of Credit Issuer, to the extent not reimbursed prior to 1:00 P.M. 5:00 p.m. (New York City timeLocal Time) on the date of such payment or disbursement, from and including the date paid or disbursed to but excluding the date such Issuing Lender was the Letter of Credit Issuer is reimbursed by the Borrower therefor at a rate per annum equal to that shall at all times be the Base Rate Applicable ABR Margin plus the ABR as in effect from time to time plus the Applicable Margin as in effect from time to time for Revolving Loans that are maintained as Base Rate Loanstime; provided, howeverthat, notwithstanding anything contained in this Agreement to the extent such amounts are not reimbursed contrary, (i) unless the Borrower shall have notified the Administrative Agent and the Letter of Credit Issuer prior to 1:00 P.M. 10:00 a.m. (New York timeLocal Time) on the third Business Day following notice to date of such drawing that the Borrower by intends to reimburse the Letter of Credit Issuer for the amount of such drawing with funds other than the proceeds of Loans, the Borrower shall be deemed to have given a Notice of Borrowing to the Administrative Agent requesting that the Lenders make Dollar Revolving Credit Loans (which shall initially be ABR Loans) or the respective Issuing Lender Foreign Currency Revolving Credit Loans (each of such payment or disbursement, interest shall thereafter accrue on the amounts so paid or disbursed by such Issuing Lender (and until reimbursed by the respective Account Party) at a rate per annum which shall be Eurodollar Loans with an Interest Period of one month denominated in Sterling or Euro), as the case may be, on the date on which such drawing is honored in an amount equal to the amount of such drawing and (ii) the Administrative Agent shall promptly notify each L/C Participant of such drawing and the amount of its Revolving Credit Loan to be made in respect thereof, and (x) in the case respect of Dollar Denominated Letters of Credit, Sterling Denominated Letters each L/C Participant shall be irrevocably obligated to make a Dollar Revolving Credit Loan that is an ABR Loan to the Borrower in the amount of Credit, its Revolving Credit Commitment Percentage of the Base Rate in effect from time applicable Unpaid Drawing by 12:00 noon (Local Time) on such Business Day by making the amount of such Dollar Revolving Credit Loan available to time plus the Applicable Margin for Revolving Loans in each case maintained as Base Rate Loans, as in effect from time to time plus 2% Administrative Agent at the Administrative Agent’s Office and (y) in the case respect of Euro Denominated Foreign Currency Letters of Credit, each L/C Participant shall be irrevocably obligated to make a Foreign Currency Revolving Credit Loan that is a Eurodollar Loan with an Interest Period of one month to the Overnight Euro Rate Borrower, denominated in effect from time to time plus Sterling or Euro, as the Applicable Margin for Euro Denominated Loans as in effect from time to time plus any Mandatory Costs plus 2%case may be, in each the amount of its Revolving Credit Commitment Percentage of the applicable Unpaid Drawing by 12:00 noon (London time) on such case, with interest Business Day by making the amount of such Foreign Currency Revolving Credit Loan available to be payable on demand, provided further, that it is understood and agreed, however, that the notices referred to above in this clause (a) and in Administrative Agent at the immediately preceding proviso shall not be required to be given if a Default Administrative Agent’s Office. Such Dollar Revolving Credit Loans or an Event of Default under Section 11.05 shall have occurred and be continuing (in which case the Unpaid Drawings Foreign Currency Revolving Credit Loans shall be due and payable immediately made without presentment, demand, protest or notice of any kind (all of which are hereby waived by each Credit Party) and shall bear interest at regard to the rate provided in the foregoing proviso on and after the third Business Day following the respective Drawing)Minimum Borrowing Amount. The respective Issuing Lender Administrative Agent shall give use the Borrower prompt notice proceeds of each Drawing under any such Revolving Credit Loans solely for the purpose of reimbursing the Letter of Credit, provided that Credit Issuer for the failure to give, or any delay in giving, any such notice shall in no way affect, impair or diminish the Borrower’s obligations under this Agreementrelated Unpaid Drawing.

Agreement to Repay Letter of Credit Drawings. (a) Upon receipt from the beneficiary of any Letter of Credit of any notice of a drawing under such Letter of Credit, the applicable Letter of Credit Issuer shall notify the Borrower and the Administrative Agent thereof (such notification provided by such Letter of Credit Issuer to the Borrower and the Administrative Agent being referred to herein as an “L/C Draw Notice”). The Borrower hereby agrees to reimburse each Issuing LenderLetter of Credit Issuer, by making payment with respect to any drawing under any Letter of Credit in the same currency in which such drawing was made unless such Letter of Credit Issuer (at its option) shall have specified in the notice of drawing that it will require reimbursement in Dollars. Any such reimbursement shall be made by the Borrower to the Administrative Agent in immediately available funds at the Payment Office, for any payment or disbursement made by such Issuing Lender a Letter of Credit Issuer under any Letter of Credit issued by it (each such amount, amount so paid until reimbursed by the Borrowerreimbursed, an “Unpaid Drawing”) if (i) an L/C Draw Notice with respect to a Letter of Credit is received by the Borrower (x) on or prior to 11:00 a.m. on the date of any payment by the applicable Letter of Credit Issuer (each such date a payment is made by a Letter of Credit Issuer under a Letter of Credit being referred to herein as an “Honor Date”), by making payment in Dollars (in the case of all Dollar Denominated Letters of Credit)then, Euros (in the case of Euro Denominated Letters of Credit) or Sterling (in the case of Sterling Denominated Letters of Credit) not later than one 3:00 p.m. on the Honor Date or (y) after 11:00 a.m. on the Honor Date, then, not later than 3:00 p.m. on the first Business Day following receipt by the Borrower Honor Date, (such date on which the Borrower, pursuant to clauses (x) and (y) of notice of such payment or disbursement (provided that no such notice shall be this sentence, are required to be given reimburse a Letter of Credit Issuer for a drawing under a Letter of Credit is referred to herein as the “Reimbursement Date”); provided, however, that if the Reimbursement Date for a Default or an Event drawing under a Letter of Default under Section 11.05 shall have occurred and be continuing, in which case Credit is the Business Day following the Honor Date pursuant to clause (y) of this sentence then the Unpaid Drawing shall be due and payable immediately without presentment, demand, protest or notice of any kind (all of which are hereby waived by the Borrower)), with accrue interest on the amount so paid or disbursed by such Issuing Lender, to the extent not reimbursed prior to 1:00 P.M. (New York City time) on the date of such payment or disbursement, from and including the date paid or disbursed Honor Date to but excluding the date such Issuing Lender was the Letter of Credit Issuer is reimbursed in full therefor (whether through payment by the Borrower therefor and/or the L/C Participants in accordance with Section 3.3(c)) at a rate per annum equal to (A) for the period from and including the Honor Date to but excluding the first Business Day to occur thereafter, the Applicable Margin for Base Rate Loans that are Revolving Credit Loans plus the Base Rate as in effect from time to time plus and (B) thereafter, at the Applicable Margin as Default Rate in effect from time accordance with Section 2.8(c)). Interest accruing on the Unpaid Drawing pursuant to time the proviso to the immediately preceding sentence shall be payable by the Borrower promptly to the Administrative Agent, solely for the account of the applicable Letter of Credit Issuer. Notwithstanding anything contained in this Agreement to the contrary, (i) unless the Borrower shall have notified the Administrative Agent and the relevant Letter of Credit Issuer prior to 11:00 a.m. on the Reimbursement Date that the Borrower intends to reimburse the relevant Letter of Credit Issuer for the amount of such drawing with funds other than the proceeds of Loans, the Borrower shall be deemed to have given a Committed Loan Notice requesting that, with respect to Letters of Credit, the Revolving Credit Lenders make Revolving Credit Loans that are maintained as (which shall be denominated in Dollars and which shall be Base Rate Loans; provided) on the Reimbursement Date in the amount of such drawing and (ii) the Administrative Agent shall promptly notify each L/C Participant of such drawing and the amount of its Revolving Credit Loan to be made in respect thereof, howeverand each L/C Participant shall be irrevocably obligated to make a Revolving Credit Loan to the Borrower in Dollars in the manner deemed to have been requested in the amount of its Revolving Credit Commitment Percentage of the applicable Unpaid Drawing by 2:00 p.m. on such Reimbursement Date by making the amount of such Revolving Credit Loan available to the Administrative Agent. Such Revolving Credit Loans shall be made without regard to the Minimum Borrowing Amount. The Administrative Agent shall use the proceeds of such Revolving Credit Loans solely for purposes of reimbursing the relevant Letter of Credit Issuer for the related Unpaid Drawing. In the event that the Borrower fails to Cash Collateralize any Letter of Credit that is outstanding on the L/C Maturity Date, the full amount of the L/C Obligations in respect of such Letter of Credit shall be deemed to be an Unpaid Drawing subject to the provisions of this Section 3.4 except that the relevant Letter of Credit Issuer shall hold the proceeds received from the L/C Participants as contemplated above as cash collateral for such Letter of Credit to reimburse any drawing under such Letter of Credit and shall use such proceeds first, to reimburse itself for any drawings made in respect of such Letter of Credit following the L/C Maturity Date, second, to the extent such amounts are Letter of Credit expires or is returned undrawn while any such cash collateral remains, to the repayment of obligations in respect of any Revolving Credit Loans that have not reimbursed prior to 1:00 P.M. (New York time) on the third Business Day following notice been paid at such time and third, to the Borrower or as otherwise directed by the Administrative Agent or the respective Issuing Lender a court of such payment or disbursement, interest shall thereafter accrue on the amounts so paid or disbursed by such Issuing Lender (and until reimbursed by the respective Account Party) at a rate per annum which shall be (x) in the case of Dollar Denominated Letters of Credit, Sterling Denominated Letters of Credit, the Base Rate in effect from time to time plus the Applicable Margin for Revolving Loans in each case maintained as Base Rate Loans, as in effect from time to time plus 2% and (y) in the case of Euro Denominated Letters of Credit, the Overnight Euro Rate in effect from time to time plus the Applicable Margin for Euro Denominated Loans as in effect from time to time plus any Mandatory Costs plus 2%, in each such case, with interest to be payable on demand, provided further, that it is understood and agreed, however, that the notices referred to above competent jurisdiction. Nothing in this clause (aSection 3.4(a) and in the immediately preceding proviso shall not be required to be given if a Default or an Event of Default under Section 11.05 shall have occurred and be continuing (in which case the Unpaid Drawings shall be due and payable immediately without presentment, demand, protest or notice of any kind (all of which are hereby waived by each Credit Party) and shall bear interest at the rate provided in the foregoing proviso on and after the third Business Day following the respective Drawing). The respective Issuing Lender shall give the Borrower prompt notice of each Drawing under any Letter of Credit, provided that the failure to give, or any delay in giving, any such notice shall in no way affect, impair or diminish affect the Borrower’s obligations under obligation to repay all outstanding Revolving Credit Loans when due in accordance with the terms of this Agreement.

Agreement to Repay Letter of Credit Drawings. (a) The Borrower agrees to reimburse each Issuing Lender, by making payment to the Administrative Agent applicable Issuing Lender in immediately available funds at the applicable Payment Office, for any payment or disbursement made by such Issuing Lender under any Letter of Credit issued by it (each such amount, so paid until reimbursed by the Borrower, an “Unpaid Drawing”), by making payment in Dollars (in the case of all Dollar Denominated Letters of Credit)prior to 12:00 noon, Euros (in the case of Euro Denominated Letters of Credit) or Sterling (in the case of Sterling Denominated Letters of Credit) not later than one (1) Business Day following receipt by the Borrower of written notice of such payment or disbursement (disbursement; provided that no such notice shall be required to be given if a Default or an Event of Default under Section 11.05 shall have occurred and be continuing, in which case the Unpaid Drawing shall be due and payable immediately without presentment, demand, protest or notice of any kind (all of which are hereby waived by the Borrower)), with interest on the amount so paid or disbursed by such Issuing Lender, to the extent not reimbursed prior to 1:00 P.M. (New York City time) on the date absence of such payment or disbursement, from and including the date paid or disbursed to but excluding the date such Issuing Lender was reimbursed reimbursement by the Borrower therefor at within the period provided above, the amount of the Drawing shall immediately and automatically be deemed to be a rate per annum equal Revolving Loan hereunder (with each Participant in the respective Letter of Credit being required to the Base Rate as in effect from time to time plus the Applicable Margin as in effect from time to time for fund its Revolving Loans that are maintained as Base Rate Loans; provided, however, to the extent such amounts are not reimbursed prior to 1:00 P.M. Percentage (New York time) on the third Business Day following notice to the Borrower by the Administrative Agent or the Dollar Equivalent thereof) of the respective Issuing Lender Unpaid Drawing in accordance with the provisions of Section 3.04(c), which amounts shall immediately and automatically be deemed a part of such payment or disbursementRevolving Loan hereunder) and, interest shall thereafter accrue on the amounts so paid or disbursed by such Issuing Lender (and until reimbursed by the respective Account Party) at a rate per annum which shall be (x) in the case of Dollar Denominated Letters of Creditinitially, Sterling Denominated Letters of Credit, the Base Rate in effect from time to time plus the Applicable Margin for Revolving Loans in each case maintained as Base Rate Loans, as in effect from time to time plus 2% and (y) in the case of Euro Denominated Letters of Credit, the Overnight Euro Rate in effect from time to time plus the Applicable Margin for Euro Denominated Loans as in effect from time to time plus any Mandatory Costs plus 2%, in each such case, with interest to be payable on demand, provided further, that it is understood and agreed, however, that the notices referred to above in this clause (a) and in the immediately preceding proviso shall not be required to be given if a Default or an Event of Default under Section 11.05 shall have occurred and be continuing (in which case the Unpaid Drawings shall be due and payable immediately without presentment, demand, protest or notice of any kind (all of which are hereby waived by each Credit Party) and shall bear interest at the rate provided in then applicable to Revolving Loans that are Base Rate Loans. If a Drawing is deemed to be a Revolving Loan hereunder, the foregoing proviso on Borrower’s obligation to pay the amount of such Drawing shall be discharged and after replaced by the third Business Day following the respective Drawing)resulting Revolving Loan. The respective Each Issuing Lender shall give the Borrower prompt written notice of each Drawing under any Letter of Credit, Credit issued by it; provided that the failure to give, or any delay in giving, give any such notice shall in no way affect, impair or diminish the Borrower’s obligations hereunder. The obligations of the Borrower under this AgreementSection 3.05 to reimburse each Issuing Lender with respect to drafts, demands and other presentations for payment under Letters of Credit issued by it (each, a “Drawing”) (including, in each case, interest thereon) shall be absolute, unconditional and irrevocable under any and all circumstances and irrespective of any setoff, counterclaim or defense to payment which the Borrower or any Subsidiary of the Borrower may have or have had against any Lender (including in its capacity as an Issuing Lender or as a Participant), including, without limitation, any defense based upon the failure of any drawing under a Letter of Credit to conform to the terms of the Letter of Credit or any nonapplication or misapplication by the beneficiary of the proceeds of such Drawing; provided, however, that the Borrower shall not be obligated to reimburse any Issuing Lender for any wrongful payment made by such Issuing Lender under a Letter of Credit issued by it as a result of acts or omissions constituting gross negligence, bad faith or willful misconduct or material breach of this Agreement on the part of such Issuing Lender (in each case, as determined by a court of competent jurisdiction in a final and non-appealable decision). Neither the Administrative Agent nor the Lenders, nor any Affiliate of the foregoing Persons nor any of the respective directors, officers, employees, agents and advisors of such Person and such Person’s Affiliates, shall have any liability or responsibility by reason of or in connection with the issuance or transfer of any Letter of Credit or any payment or failure to make any payment thereunder (irrespective of any of the circumstances referred to in the preceding sentence), or any error, omission, interruption, loss or delay in transmission or delivery of any draft, notice or other communication under or relating to any Letter of Credit (including any document required to make a drawing thereunder), any error in interpretation of technical terms or any consequence arising from causes beyond the control of the Lender; provided that the foregoing shall not be construed to excuse the Lender from liability to the Borrower or any Subsidiary of the Borrower to the extent of any direct damages (as opposed to special, indirect, consequential or punitive damages, claims in respect of which are hereby waived by the Borrower and its Subsidiaries to the extent permitted by applicable law) suffered by the Borrower or any Subsidiary that are caused by the Lender’s failure to exercise care when determining whether drafts and other documents presented under a Letter of Credit comply with the terms thereof. The parties hereto expressly agree that, in the absence of gross negligence, bad faith or willful misconduct or material breach of this Agreement on the part of the Issuing Bank (as finally determined by a court of competent jurisdiction), the Issuing Bank shall be deemed to have exercised care in each such determination.

Agreement to Repay Letter of Credit Drawings. (a) The Borrower agrees to reimburse each Issuing Lender, by making payment to the Administrative Agent in immediately available funds at the Payment Office, for any payment or disbursement made by such Issuing Lender under any Letter of Credit issued by it (each such amount, so paid until reimbursed by the Borrowerreimbursed, an “"Unpaid Drawing”"), by making payment in Dollars (in the case of all Dollar Denominated Letters of Credit), Euros (in the case of Euro Denominated Letters of Credit) or Sterling (in the case of Sterling Denominated Letters of Credit) not later than one Business Day following receipt by the Borrower of notice of such payment or disbursement (provided that no such notice shall be required to be given if a Default or an Event of Default under Section 11.05 10.05 shall have occurred and be continuing, in which case the Unpaid Drawing shall be due and payable immediately without presentment, demand, protest or notice of any kind (all of which are hereby waived by the Borrower)), with interest on the amount so paid or disbursed by such Issuing Lender, to the extent not reimbursed prior to 1:00 P.M. 12:00 Noon (New York City time) on the date of such payment or disbursement, from and including the date paid or disbursed to but excluding the date such Issuing Lender was reimbursed by the Borrower therefor at a rate per annum equal to the Base Rate as in effect from time to time plus the Applicable Margin as in effect from time to time for Revolving Loans that are maintained as Base Rate Loans; provided, however, to the extent such amounts are not reimbursed prior to 1:00 P.M. 12:00 Noon (New York time) on the third Business Day following notice to the receipt by the Borrower by the Administrative Agent or the respective Issuing Lender of notice of such payment or disbursementdisbursement or following the occurrence of a Default or an Event of Default under Section 10.05, interest shall thereafter accrue on the amounts so paid or disbursed by such Issuing Lender (and until reimbursed by the respective Account PartyBorrower) at a rate per annum which shall be (x) in the case of Dollar Denominated Letters of Credit, Sterling Denominated Letters of Credit, equal to the Base Rate in effect from time to time plus the Applicable Margin for Revolving Loans in each case that are maintained as Base Rate Loans, Loans as in effect from time to time plus 2% and (y) in the case of Euro Denominated Letters of Credit, the Overnight Euro Rate in effect from time to time plus the Applicable Margin for Euro Denominated Loans as in effect from time to time plus any Mandatory Costs plus 2%, in each with such case, with interest to be payable on demand, provided further, that it is understood and agreed, however, that the notices referred to above in this clause (a) and in the immediately preceding proviso shall not be required to be given if a Default or an Event of Default under Section 11.05 shall have occurred and be continuing (in which case the Unpaid Drawings shall be due and payable immediately without presentment, demand, protest or notice of any kind (all of which are hereby waived by each Credit Party) and shall bear interest at the rate provided in the foregoing proviso on and after the third Business Day following the respective Drawing). The respective Each Issuing Lender shall give the Borrower prompt written notice of each Drawing under any Letter of CreditCredit issued by it, provided that the failure to give, or any delay in giving, give any such notice shall in no way affect, impair or diminish the Borrower’s 's obligations under this Agreementhereunder.

Agreement to Repay Letter of Credit Drawings. (a) The Borrower agrees to reimburse each the Issuing Lender, by making payment to the Administrative Agent in immediately available funds at the Payment Office, for any payment or disbursement made by such the Issuing Lender under any Letter of Credit issued by it (each such amount, so paid until reimbursed by the Borrowerreimbursed, an “"Unpaid Drawing”"), by making payment in Dollars (in the case of all Dollar Denominated Letters of Credit), Euros (in the case of Euro Denominated Letters of Credit) or Sterling (in the case of Sterling Denominated Letters of Credit) not later than one Business Day following receipt by the Borrower of notice of such payment or disbursement (provided that no such notice shall be required to be given if a Default or an Event of Default under Section 11.05 10.5 shall have occurred and be continuing, in which case the Unpaid Drawing shall be due and payable immediately without presentment, demand, protest or notice of any kind (all of which are hereby waived by the Borrower)), with interest on the amount so paid or disbursed by such the Issuing Lender, to the extent not reimbursed prior to 1:00 P.M. 12:00 Noon (New York City Chicago time) on the date of such payment or disbursement, from and including the date paid or disbursed to but excluding the date such Issuing Lender was reimbursed by the Borrower therefor at a rate per annum equal to the Base Rate as in effect from time to time plus the Applicable Margin as in effect from time to time for Revolving Loans that are maintained as Base Rate Loans; provided, however, to the extent such amounts are not reimbursed prior to 1:00 P.M. 12:00 Noon (New York Chicago time) on the third Business Day following notice to the receipt by the Borrower by the Administrative Agent or the respective Issuing Lender of notice of such payment or disbursementdisbursement or following the occurrence of a Default or an Event of Default under Section 10.5, interest shall thereafter accrue on the amounts so paid or disbursed by such the Issuing Lender (and until reimbursed by the respective Account PartyBorrower) at a rate per annum which shall be (x) in the case of Dollar Denominated Letters of Credit, Sterling Denominated Letters of Credit, equal to the Base Rate in effect from time to time plus the Applicable Margin for Revolving Loans in each case that are maintained as Base Rate Loans, Loans as in effect from time to time plus 2% and (y) in the case of Euro Denominated Letters of Credit, the Overnight Euro Rate in effect from time to time plus the Applicable Margin for Euro Denominated Loans as in effect from time to time plus any Mandatory Costs plus 2%, in each with such case, with interest to be payable on demand, provided further, that it is understood and agreed, however, that the notices referred to above in this clause (a) and in the immediately preceding proviso shall not be required to be given if a Default or an Event of Default under Section 11.05 shall have occurred and be continuing (in which case the Unpaid Drawings shall be due and payable immediately without presentment, demand, protest or notice of any kind (all of which are hereby waived by each Credit Party) and shall bear interest at the rate provided in the foregoing proviso on and after the third Business Day following the respective Drawing). The respective Issuing Lender shall give the Borrower prompt written notice of each Drawing under any Letter of CreditCredit issued by it, provided that the failure to give, or any delay in giving, give any such notice shall in no way affect, impair or diminish the Borrower’s 's obligations under this Agreementhereunder.

Agreement to Repay Letter of Credit Drawings. (a) The Borrower agrees to reimburse each Issuing LenderBank, by making payment to the Administrative Agent in immediately available funds at the Payment Office, for any payment or disbursement made by such Issuing Lender Bank under any Letter of Credit issued by it (each such amount, so paid until reimbursed by the Borrowerreimbursed, an “"Unpaid Drawing”"), by making payment in Dollars (in the case of all Dollar Denominated Letters of Credit), Euros (in the case of Euro Denominated Letters of Credit) or Sterling (in the case of Sterling Denominated Letters of Credit) not later than one Business Day following receipt by the Borrower of notice of such payment or disbursement (provided that no such notice shall be required to be given if a Default or an Event of Default under Section 11.05 10.05 shall have occurred and be continuing, in which case the Unpaid Drawing shall be due and payable immediately without presentment, demand, protest or notice of any kind (all of which are hereby waived by the Borrower)), with interest on the amount so paid or disbursed by such Issuing LenderBank, to the extent not reimbursed prior to 1:00 P.M. (New York City time) on the date of such payment or disbursement, from and including the date paid or disbursed to but excluding the date such Issuing Lender Bank was reimbursed by the Borrower therefor at a rate per annum equal to which shall be the Base Rate as in effect from time to time plus the Applicable Margin as in effect from time to time for Revolving Loans that are maintained as Base Rate Loanstime; provided, however, to the extent such amounts are not reimbursed prior to 1:00 P.M. 12:00 Noon (New York time) on the third Business Day following notice to the receipt by the Borrower by the Administrative Agent or the respective Issuing Lender of notice of such payment or disbursementdisbursement or during the continuance of an Event of Default under Section 10.05, interest shall thereafter accrue on the amounts so paid or disbursed by such Issuing Lender Bank (and until reimbursed by the respective Account PartyBorrower) at a rate per annum which shall be (x) in the case of Dollar Denominated Letters of Credit, Sterling Denominated Letters of Credit, the Base Rate in effect from time to time plus the Applicable Margin for Revolving Loans in each case maintained as Base Rate Loans, as in effect from time to time plus 2% and (y) in the case of Euro Denominated Letters of Credit, the Overnight Euro Rate in effect from time to time plus the Applicable Margin for Euro Denominated Loans as in effect from time to time plus any Mandatory Costs plus 2%, in each such case, with interest to be payable on demand, provided further, that it is understood and agreed, however, that . Each Issuing Bank shall use its best efforts to give the notices referred to above in this clause (a) and in the immediately preceding proviso shall not be required to be given if a Default or an Event of Default under Section 11.05 shall have occurred and be continuing (in which case the Unpaid Drawings shall be due and payable immediately without presentment, demand, protest or Borrower notice of the date and amount of any kind (all draft presented under any Letter of which are hereby waived by each Credit Party) prior to payment thereof and shall bear interest at the rate provided in the foregoing proviso on and after the third Business Day following the respective Drawing). The respective Issuing Lender shall give the Borrower prompt written notice of each Drawing under any Letter of CreditCredit issued by it, provided that the failure to give, or any delay in giving, give any such notice shall in no way affect, impair or diminish the Borrower’s 's obligations under this Agreementhereunder.

Agreement to Repay Letter of Credit Drawings. (a) The Borrower hereby agrees to reimburse each the respective Issuing LenderBank, by making payment to the Administrative Agent in immediately available funds at the Payment Office, for any payment or disbursement made by such Issuing Lender Bank under any Letter of Credit issued by it such Issuing Bank (each such amount, so paid until reimbursed by the Borrowerreimbursed, an “"Unpaid Drawing”"), by making payment in Dollars (in the case of all Dollar Denominated Letters of Credit), Euros (in the case of Euro Denominated Letters of Credit) or Sterling (in the case of Sterling Denominated Letters of Credit) not no later than one three Business Day following receipt by Days after the Borrower of notice date of such payment or disbursement (provided that no such notice shall be required to be given if a Default or an Event of Default under Section 11.05 shall have occurred and be continuing, in which case the Unpaid Drawing shall be due and payable immediately without presentment, demand, protest or notice of any kind (all of which are hereby waived by the Borrower))disbursement, with interest on the amount so paid or disbursed by such Issuing LenderBank, to the extent not reimbursed prior to 1:00 P.M. (New York City time) on the date of such payment or disbursement, from and including the date paid or disbursed to but excluding the date such Issuing Lender Bank was reimbursed by the Borrower therefor at a rate per annum equal to which shall be the Base Rate as in effect from time to time plus the Applicable Margin as in effect from time to time for Revolving Loans that are maintained as Base Rate Loans; provided, however, that to the extent such amounts are not reimbursed prior to 1:00 P.M. (New York time) on the third fifth Business Day following notice to the Borrower by the Administrative Agent or the respective Issuing Lender of such payment or disbursement, interest shall thereafter accrue on the amounts so paid or disbursed by such Issuing Lender Bank (and until reimbursed by the respective Account PartyBorrower) at a rate per annum which shall be (x) in the case of Dollar Denominated Letters of Credit, Sterling Denominated Letters of Credit, the Base Rate in effect from time to time plus the Applicable Margin for Revolving Loans in each case maintained as Base Rate Loans, as in effect from time to time plus 2% and (y) in the case of Euro Denominated Letters of Credit, the Overnight Euro Rate in effect from time to time plus the Applicable Margin for Euro Denominated Loans as in effect from time to time plus any Mandatory Costs plus 2%, in each such case, with interest to be payable on demand, provided further, that it is understood and agreed, however, that the notices referred to above in this clause (a) and in the immediately preceding proviso shall not be required to be given if a Default or an Event of Default under Section 11.05 shall have occurred and be continuing (in which case the Unpaid Drawings shall be due and payable immediately without presentment, demand, protest or notice of any kind (all of which are hereby waived by each Credit Party) and shall bear interest at the rate provided in the foregoing proviso on and after the third Business Day following the respective Drawing). The respective Issuing Lender Bank shall give the Borrower prompt notice of each Drawing under any Letter of Credit, provided that the failure to give, or any delay in giving, give any such notice shall in no way affect, impair or diminish the Borrower’s 's obligations under this Agreementhereunder.

Agreement to Repay Letter of Credit Drawings. (a) The Subject to Section 3.05(b), the U.S. Borrower hereby agrees to reimburse each the Issuing LenderBank, by making payment in Dollars and in immediately available funds directly to the Administrative Agent in immediately available funds at the Payment OfficeOffice for the benefit of the Issuing Bank, for any payment or disbursement made by such the Issuing Lender Bank under any Letter of Credit issued by it (with each such amountamount so paid, so paid until reimbursed by the Borrowerreimbursed, an “Unpaid Drawing”), by making payment immediately after, and in Dollars (in any event on the case of all Dollar Denominated Letters of Credit)date of, Euros (in the case of Euro Denominated Letters of Credit) or Sterling (in the case of Sterling Denominated Letters of Credit) not later than one Business Day following receipt by the Borrower of notice of such payment or disbursement (provided that no such notice shall be required to be given if a Default or an Event of Default under Section 11.05 shall have occurred and be continuing, in which case the Unpaid Drawing shall be due and payable immediately without presentment, demand, protest or notice of any kind (all of which are hereby waived by the Borrower))disbursement, with interest on the amount so paid or disbursed by such the Issuing LenderBank, to the extent not reimbursed prior to 1:00 2:00 P.M. (New York City time) on the date of such payment or disbursement, from and including the date paid or disbursed to but excluding the date such the Issuing Lender Bank was reimbursed by the U.S. Borrower therefor at a rate per annum equal to which shall be the Base Rate as in effect from time to time plus the Applicable Margin as in effect from time to time for Dollar Revolving Loans that are maintained as Base Rate Loans; provided, however, to the extent such amounts are not reimbursed prior to 1:00 P.M. 12:00 Noon (New York time) on the third Business Day following the receipt of notice to the Borrower by the Administrative Agent or the respective Issuing Lender of such payment or disbursementdisbursement or upon the occurrence of a Default or an Event of Default under Section 12.05, interest shall thereafter accrue on the amounts so paid or disbursed by such the Issuing Lender Bank (and until reimbursed by the respective Account PartyU.S. Borrower) at a rate per annum which shall be (x) in the case of Dollar Denominated Letters of Credit, Sterling Denominated Letters of Credit, the Base Rate in effect from time to time plus the Applicable Margin for Dollar Revolving Loans in each case maintained as Base Rate Loans, as in effect from time to time plus 2% and (y) in the case of Euro Denominated Letters of Credit, the Overnight Euro Rate in effect from time to time plus the Applicable Margin for Euro Denominated Loans as in effect from time to time plus any Mandatory Costs plus 2%, in each such case, with interest to be payable on demand, provided further, that it is understood and agreed, however, that the notices referred to above in this clause (a) and in the immediately preceding proviso shall not be required to be given if a Default or an Event of Default under Section 11.05 shall have occurred and be continuing (in which case the Unpaid Drawings shall be due and payable immediately without presentment, demand, protest or notice of any kind (all of which are hereby waived by each Credit Party) and shall bear interest at the rate provided in the foregoing proviso on and after the third Business Day following the respective Drawing). The respective Issuing Lender Bank shall give the U.S. Borrower and the Administrative Agent prompt written notice of each Drawing under any Letter of Credit, provided that except as provided in the immediately preceding sentence, the failure to give, or any delay in giving, give any such notice shall in no way affect, impair or diminish the U.S. Borrower’s obligations under this Agreementhereunder.

Agreement to Repay Letter of Credit Drawings. (a) The Subject to the provisions of Section 2.05(b) below, the Borrower agrees to reimburse each Issuing Lender, by making payment to the Administrative Agent in immediately available funds at the Payment Office, such Issuing Lender for any payment or disbursement made by such Issuing Lender under any Letter of Credit issued by it (each such amount, so paid until reimbursed by the Borrower, an “Unpaid Drawing”), by making payment in Dollars (in the case of all Dollar Denominated Letters of Credit), Euros (in the case of Euro Denominated Letters of Credit) or Sterling (in the case of Sterling Denominated Letters of Credit) not later than one Business Day following receipt by the Borrower of notice of such payment or disbursement (provided that no such notice shall be required to be given if a Default or an Event of Default under Section 11.05 10.05 shall have occurred and be continuing, in which case the Unpaid Drawing shall be due and payable immediately without presentment, demand, protest or notice of any kind (all of which are hereby waived by the Borrower)), with interest on the amount so paid or disbursed by such Issuing Lender, to the extent not reimbursed prior to 1:00 P.M. 12:00 Noon (New York City time) on the date of such payment or disbursement, from and including the date paid or disbursed to but excluding the date such Issuing Lender was reimbursed by the Borrower therefor at a rate per annum equal to the Base Rate as in effect from time to time plus the Applicable Margin with respect to Revolving Loans as in effect from time to time for Revolving Loans that are maintained as Base Rate Loans; provided, however, to the extent such amounts are not reimbursed prior to 1:00 P.M. 12:00 Noon (New York time) on the third Business Day following notice to the receipt by the Borrower by the Administrative Agent or the respective Issuing Lender of notice of such payment or disbursementdisbursement or following the occurrence of a Default or an Event of Default under Section 10.05, interest shall thereafter accrue on the amounts so paid or disbursed by such Issuing Lender (and until reimbursed by the respective Account PartyBorrower) at a rate per annum which shall be (x) in the case of Dollar Denominated Letters of Credit, Sterling Denominated Letters of Credit, equal to the Base Rate in effect from time to time plus the Applicable Margin for Revolving Loans in each case maintained as Base Rate Loans, as in effect from time to time for Base Rate Loans plus 2% and (y) in the case of Euro Denominated Letters of Credit, the Overnight Euro Rate in effect from time to time plus the Applicable Margin for Euro Denominated Loans as in effect from time to time plus any Mandatory Costs plus 22.00%, in each with such case, with interest to be payable on demand, provided further, that it is understood and agreed, however, that the notices referred to above in this clause (a) and in the immediately preceding proviso shall not be required to be given if a Default or an Event of Default under Section 11.05 shall have occurred and be continuing (in which case the Unpaid Drawings shall be due and payable immediately without presentment, demand, protest or notice of any kind (all of which are hereby waived by each Credit Party) and shall bear interest at the rate provided in the foregoing proviso on and after the third Business Day following the respective Drawing). The respective Each Issuing Lender shall give the Borrower and the Administrative Agent prompt written notice of each Drawing under any Letter of CreditCredit issued by it, provided that the failure to give, or any delay in giving, give any such notice shall in no way affect, impair or diminish the Borrower’s obligations under this Agreementhereunder.

Agreement to Repay Letter of Credit Drawings. (ai) The Each Borrower hereby agrees to reimburse each the Issuing LenderBank, by making payment in Dollars or the applicable Approved Currency to the Administrative Agent in immediately available funds at the Payment Office, for any payment or disbursement made by such the Issuing Lender Bank under any Letter of Credit issued by it (the amount of each such amount, amount so paid until reimbursed by the Borrowerreimbursed, an “Unpaid Drawing”)) immediately after, by making payment and in Dollars (in the case of all Dollar Denominated Letters of Credit)any event within two Business Days of, Euros (in the case of Euro Denominated Letters of Credit) or Sterling (in the case of Sterling Denominated Letters of Credit) not later than one Business Day following receipt by the Borrower of notice of such payment or disbursement (provided that no such notice shall be required to be given if a Default or an Event of Default under Section 11.05 shall have occurred and be continuing, in which case the Unpaid Drawing shall be due and payable immediately without presentment, demand, protest or notice of any kind (all of which are hereby waived by the Borrower))payment, with interest on the amount so paid or disbursed by such the Issuing LenderBank, to the extent not reimbursed prior to 1:00 P.M. 5:00 p.m. (New York City time) on the date of second Business Day following such payment or disbursement, from and including the date paid or disbursed to but excluding the date such the Issuing Lender was Bank is reimbursed by the Borrower therefor at a rate per annum equal to that shall at all times be the Applicable Rate for Base Rate Loans plus the Base Rate as in effect from time to time plus the Applicable Margin as time, provided that, notwithstanding anything contained in effect from time to time for Revolving Loans that are maintained as Base Rate Loans; provided, however, this Agreement to the extent such amounts are not reimbursed contrary, (i) unless the applicable Borrower shall have notified the Administrative Agent and the Issuing Bank prior to 1:00 P.M. 10:00 a.m. (New York time) on the third Business Day following notice date of such drawing that such Borrower intends to reimburse the Issuing Bank for the amount of such drawing with funds other than the proceeds of Loans, such Borrower be shall be deemed to have given a Request for Borrowing requesting that the Lenders with Commitments make Revolving Loans (which shall be Base Rate Loans) on the date on which such drawing is honored in an amount equal to the Borrower by amount of such drawing and (ii) the Administrative Agent or the respective Issuing Lender shall promptly notify each relevant L/C Participant of such payment or disbursementdrawing and the amount of its Revolving Loan to be made in respect thereof, interest shall thereafter accrue on and, subject to the amounts so paid or disbursed by such Issuing Lender (and until reimbursed by the respective Account Party) at a rate per annum which conditions set forth in Section 2.01, each L/C Participant shall be (x) irrevocably obligated to make a Revolving Loan to such Borrower in the case manner deemed to have been requested in the amount of Dollar Denominated Letters its Applicable Percentage of Credit, Sterling Denominated Letters the applicable Unpaid Drawing by 12:00 noon (New York time) on such Business Day by making the amount of Credit, such Revolving Loan available to the Base Rate in effect from time to time plus the Applicable Margin for Administrative Agent. Such Revolving Loans in each case maintained as shall be made without regard to the minimum Borrowing amount for Base Rate Loans, as in effect from time to time plus 2% and (y) in the case of Euro Denominated Letters of Credit, the Overnight Euro Rate in effect from time to time plus the Applicable Margin for Euro Denominated Loans as in effect from time to time plus any Mandatory Costs plus 2%, in each such case, with interest to be payable on demand, provided further, that it is understood and agreed, however, that the notices referred to above in this clause (a) and in the immediately preceding proviso shall not be required to be given if a Default or an Event of Default under Section 11.05 shall have occurred and be continuing (in which case the Unpaid Drawings shall be due and payable immediately without presentment, demand, protest or notice of any kind (all of which are hereby waived by each Credit Party) and shall bear interest at the rate provided in the foregoing proviso on and after the third Business Day following the respective Drawing). The respective Administrative Agent shall use the proceeds of such Revolving Loans solely for purpose of reimbursing the Issuing Lender shall give Bank for the Borrower prompt notice of each Drawing under any Letter of Credit, provided that the failure to give, or any delay in giving, any such notice shall in no way affect, impair or diminish the Borrower’s obligations under this Agreementrelated Unpaid Drawing.

Agreement to Repay Letter of Credit Drawings. (a) The Borrower hereby agrees to reimburse (or cause any Subsidiary for whose account a Letter of Credit was issued to reimburse) each Issuing LenderLetter of Credit Issuer, by making payment directly to the Administrative Agent such Letter of Credit Issuer in immediately available funds at the Payment Officepayment office of such Letter of Credit Issuer, for any payment or disbursement made by such Issuing Lender Letter of Credit Issuer under any Letter of Credit issued by it (each such amount, amount so paid or disbursed until reimbursed by the Borrowerreimbursed, an “Unpaid Drawing”), by making payment in Dollars (in the case of all Dollar Denominated Letters of Credit), Euros (in the case of Euro Denominated Letters of Credit) or Sterling (in the case of Sterling Denominated Letters of Credit) not later than one the Business Day immediately following receipt by the Business Day on which such Letter of Credit Issuer notifies the Borrower (or any such Subsidiary for whose account such Letter of notice Credit was issued) of such payment or disbursement (provided that no which notice to the Borrower (or such notice Subsidiary) shall be required delivered reasonably promptly after any such payment or disbursement), such payment to be given if a Default or an Event of Default under Section 11.05 shall have occurred and be continuing, made in which case the Unpaid Drawing shall be due and payable immediately without presentment, demand, protest or notice of any kind (all of which are hereby waived by the Borrower))Dollars, with interest on the amount so paid or disbursed by such Issuing LenderLetter of Credit Issuer, to the extent not reimbursed prior to 1:00 P.M. (New York City timelocal time at the payment office of the Letter of Credit Issuer) on the date of such payment or disbursement, from and including the date paid or disbursed to but excluding not including the date such Issuing Lender was Letter of Credit Issuer is reimbursed by the Borrower therefor at a rate per annum equal that shall be the rate then applicable to the Base Rate as in effect from time to time plus the Applicable Margin as in effect from time to time for Revolving Loans that are maintained as Base Prime Rate Loans; provided, however, to the extent such amounts are Loans (plus an additional 2% per annum if not reimbursed prior to 1:00 P.M. (New York time) on by the third Business Day following notice to after the Borrower by the Administrative Agent or the respective Issuing Lender date of such payment or disbursement), any such interest shall thereafter accrue on the amounts so paid or disbursed by such Issuing Lender (and until reimbursed by the respective Account Party) at a rate per annum which shall be (x) in the case of Dollar Denominated Letters of Credit, Sterling Denominated Letters of Credit, the Base Rate in effect from time to time plus the Applicable Margin for Revolving Loans in each case maintained as Base Rate Loans, as in effect from time to time plus 2% and (y) in the case of Euro Denominated Letters of Credit, the Overnight Euro Rate in effect from time to time plus the Applicable Margin for Euro Denominated Loans as in effect from time to time plus any Mandatory Costs plus 2%, in each such case, with interest also to be payable on demand. If by 11:00 A.M. on the Business Day immediately following notice to it of its obligation to make reimbursement in respect of an Unpaid Drawing, provided furtherthe Borrower has not made such reimbursement out of its available cash on hand or a contemporaneous Borrowing hereunder, that it is understood (x) the Borrower will be deemed to have given a Notice of Borrowing for Prime Rate Loans in an aggregate principal amount sufficient to reimburse such Unpaid Drawing (and agreedthe Administrative Agent shall promptly give notice to the Lenders of such deemed Notice of Borrowing), however(y) the Lenders shall, that unless they are legally prohibited from doing so, make the notices referred Loans contemplated by such deemed Notice of Borrowing (which Loans shall be considered made under section 2.1 hereof), and (z) the proceeds of such Prime Rate Loans shall be disbursed directly to above in this clause (a) and in the immediately preceding proviso shall not be required applicable Letter of Credit Issuer to the extent necessary to effect such reimbursement, with any excess proceeds to be given if a Default or an Event of Default under Section 11.05 shall have occurred and be continuing (in which case the Unpaid Drawings shall be due and payable immediately without presentment, demand, protest or notice of any kind (all of which are hereby waived by each Credit Party) and shall bear interest at the rate provided in the foregoing proviso on and after the third Business Day following the respective Drawing). The respective Issuing Lender shall give made available to the Borrower prompt notice in accordance with the applicable provisions of each Drawing under any Letter of Credit, provided that the failure to give, or any delay in giving, any such notice shall in no way affect, impair or diminish the Borrower’s obligations under this Agreement.

Agreement to Repay Letter of Credit Drawings. (a) The Borrower agrees to reimburse each the respective Issuing Lender, by making payment in Dollars directly to the Administrative Agent in immediately available funds at the Payment Officesuch Issuing Lender, for any payment or disbursement made by such Issuing Lender under any Letter of Credit issued by it for the account of such Borrower (with each such amountamount so paid, so paid until reimbursed by the Borrowerreimbursed, an “and "Unpaid Drawing”)") immediately after, by making payment and in Dollars (in any event on the case of all Dollar Denominated Letters of Credit)date of, Euros (in the case of Euro Denominated Letters of Credit) or Sterling (in the case of Sterling Denominated Letters of Credit) not later than one Business Day following receipt by the Borrower of notice of such payment or disbursement (provided that no such notice shall be required to be given if a Default or an Event of Default under Section 11.05 shall have occurred and be continuing, in which case the Unpaid Drawing shall be due and payable immediately without presentment, demand, protest or notice of any kind (all of which are hereby waived by the Borrower))disbursement, with interest on the amount so paid or disbursed by such Issuing Lender, to the extent not reimbursed prior to 1:00 2:00 P.M. (New York City time) on the date of such payment or disbursement, from and including the date paid or disbursed to but excluding the date such Issuing Lender was reimbursed by the Borrower therefor at a rate per annum equal to which shall be the Base Rate as in effect from time to time plus the Applicable Margin as in effect from time to time for Revolving Loans that are maintained as Base Rate Loans; providedPROVIDED, howeverHOWEVER, to the extent such amounts are not reimbursed prior to 1:00 P.M. 12:00 Noon (New York time) on the third Business Day following notice to the receipt by the Borrower by the Administrative Agent or the respective Issuing Lender of notice of such payment or disbursementdisbursement or upon the occurrence of a Default or an Event of Default under Section 10.05, interest shall thereafter accrue on the amounts so paid or disbursed by such Issuing Lender (and until reimbursed by the respective Account PartyBorrower) at a rate per annum which shall be (x) in the case of Dollar Denominated Letters of Credit, Sterling Denominated Letters of Credit, the Base Rate in effect from time to time plus the Applicable Margin for Revolving Loans in each case maintained as Base Rate Loans, as in effect from time to time plus 2% and (y) in the case of Euro Denominated Letters of Credit, the Overnight Euro Rate in effect from time to time plus the Applicable Margin for Euro Denominated Loans as in effect from time to time plus any Mandatory Costs plus 2%, in each such case, with interest to be payable on demand, provided further, that it is understood and agreed, however, that the notices referred to above in this clause (a) and in the immediately preceding proviso shall not be required to be given if a Default or an Event of Default under Section 11.05 shall have occurred and be continuing (in which case the Unpaid Drawings shall be due and payable immediately without presentment, demand, protest or notice of any kind (all of which are hereby waived by each Credit Party) and shall bear interest at the rate provided in the foregoing proviso on and after the third Business Day following the respective Drawing). The respective Issuing Lender shall give the Borrower prompt written notice of each Drawing under any Letter of CreditCredit (each a "Drawing"), provided PROVIDED that the failure to give, or any delay in giving, give any such notice shall in no way affect, impair or diminish the Borrower’s 's obligations under this Agreementhereunder.

Agreement to Repay Letter of Credit Drawings. (a) The Each Borrower hereby agrees to reimburse each Issuing Lenderthe Letter of Credit Issuer, by making payment with respect to any drawing under any Letter of Credit issued for the account of such Borrower (or under which such Borrower is the primary obligor) in the currency of such Letter of Credit. Any such reimbursement shall be made by the applicable Borrower to the Administrative Agent in immediately available Same Day Funds (whether with its own funds at or with the Payment Office, proceeds of any Borrowings under this Agreement) for any payment or disbursement made by such Issuing Lender the Letter of Credit Issuer under any Letter of Credit issued by it (each such amount, amount so paid until reimbursed by the Borrowerreimbursed, an “Unpaid Drawing”), by making payment in Dollars (in the case of all Dollar Denominated Letters of Credit), Euros (in the case of Euro Denominated Letters of Credit) or Sterling (in the case of Sterling Denominated Letters of Credit) not no later than the date that is one (1) Business Day following receipt by after the date on which the Borrower of Representative receives written notice of such payment or disbursement (provided that no such notice shall be required to be given if a Default or an Event of Default under Section 11.05 shall have occurred and be continuing, in which case the Unpaid Drawing shall be due and payable immediately without presentment, demand, protest or notice of any kind (all of which are hereby waived by the Borrower)“Reimbursement Date”), with interest on the amount so paid or disbursed by such Issuing Lenderthe Letter of Credit Issuer, to the extent not reimbursed prior to 1:00 P.M. 5:00 p.m. (New York City Toronto time) on the date of such payment or disbursementReimbursement Date, from and including the Reimbursement Date to the date paid or disbursed to but excluding the date such Issuing Lender was Letter of Credit Issuer is reimbursed by the Borrower therefor at a rate per annum equal that shall at all times be (u) the Applicable Margin for Prime Rate Loans that are Revolving Credit Loans, plus the Prime Rate as in effect from time to time if the payment or reimbursement obligation is in Dollars, (v) the Applicable Margin for ABR Loans that are Revolving Credit Loans, plus the ABR as in effect from time to time if the payment or reimbursement obligation is in U.S. Dollars, (w) the Applicable Margin for European Base Rate Loans that are Revolving Credit Loans, plus the European Base Rate as in effect from time to time plus if the payment or reimbursement obligation is in Euros, (x) the Applicable Margin for LIBOR Loans that are Revolving Credit Loans, plus the LIBO Rate as in effect from time to time if the payment or reimbursement obligation is in Pounds Sterling, (y) the rate referred to in clause (u) above in respect of Letters of Credit issued to CGI Borrower in any currency other than Dollars, U.S. Dollars or Pounds Sterling on the Equivalent Amount in Dollars of the reimbursement obligation, and (z) the rate referred to in clause (v) above in respect of Letters of Credit issued to Swiss Borrower in any currency other than U.S. Dollars, Euros or Pounds Sterling on the Equivalent Amount in U.S. Dollars of the reimbursement obligation; provided that, notwithstanding anything contained in this Agreement to the contrary, (i) unless the Borrower Representative shall have notified the Administrative Agent and the relevant Letter of Credit Issuer prior to 1:00 p.m. (Toronto time) on the Reimbursement Date that the Borrower intends to reimburse the relevant Letter of Credit Issuer for Revolving the amount of such drawing with funds other than the proceeds of Loans, the Borrower Representative shall be deemed to have given a Notice of Borrowing requesting that, with respect to Letters of Credit, the Lenders make Prime Rate Loans that are maintained as for Letters of Credit in Dollars (which shall be Prime Rate Loans), ABR Loans for Letters of Credit in U.S. Dollars (which shall be ABR Loans), European Base Rate Loans for Letters of Credit in Euros (which shall be European Base Rate Loans; provided) or LIBOR Loans for Letters of Credit in Pounds Sterling (which shall be LIBOR Loans) on the Reimbursement Date in the amount of such drawing and (ii) the Administrative Agent shall promptly notify each L/C Participant of such drawing and the amount of its Revolving Loan to be made in respect thereof, howeverand each L/C Participant shall be irrevocably obligated to make a Revolving Loan to the Borrowers in such currency in the manner deemed to have been requested in the amount of its Revolving Credit Commitment Percentage of the applicable Unpaid Drawing by 2:00 p.m. (Toronto time) on such Reimbursement Date by making the amount of such Revolving Loan available to the Administrative Agent. Such Revolving Loans shall be made without regard to the Minimum Borrowing Amount. The Administrative Agent shall use the proceeds of such Revolving Loans solely for purpose of reimbursing the Letter of Credit Issuer for the related Unpaid Drawing. In the event that the Borrowers fail to Cash Collateralize any Letter of Credit that is outstanding on the L/C Facility Maturity Date, the full amount of the Letters of Credit Outstanding in respect of such Letter of Credit shall be deemed to be an Unpaid Drawing subject to the provisions of this Section 3.4, except that the Letter of Credit Issuer shall hold the proceeds received from the L/C Participants as contemplated above as Cash Collateral for such Letter of Credit to reimburse any drawing under such Letter of Credit and shall use such proceeds first, to reimburse itself for any drawings made in respect of such Letter of Credit following the L/C Facility Maturity Date, second, to the extent such amounts are not reimbursed prior to 1:00 P.M. (New York time) on the third Business Day following notice Letter of Credit expires or is returned undrawn while any such Cash Collateral remains, to the Borrower by the Administrative Agent or the respective Issuing Lender repayment of such payment or disbursement, interest shall thereafter accrue on the amounts so paid or disbursed by such Issuing Lender (and until reimbursed by the respective Account Party) at a rate per annum which shall be (x) obligations in the case respect of Dollar Denominated Letters of Credit, Sterling Denominated Letters of Credit, the Base Rate in effect from time to time plus the Applicable Margin for any Revolving Loans in each case maintained that have not been paid at such time and third, to the Borrowers or as Base Rate Loans, as in effect from time to time plus 2% and (y) in the case otherwise directed by a court of Euro Denominated Letters of Credit, the Overnight Euro Rate in effect from time to time plus the Applicable Margin for Euro Denominated Loans as in effect from time to time plus any Mandatory Costs plus 2%, in each such case, with interest to be payable on demand, provided further, that it is understood and agreed, however, that the notices referred to above competent jurisdiction. Nothing in this clause (aSection 3.4(a) and in the immediately preceding proviso shall not be required to be given if a Default or an Event of Default under Section 11.05 shall have occurred and be continuing (in which case the Unpaid Drawings shall be due and payable immediately without presentment, demand, protest or notice of any kind (all of which are hereby waived by affect each Credit Party) and shall bear interest at the rate provided in the foregoing proviso on and after the third Business Day following the respective Drawing). The respective Issuing Lender shall give the Borrower prompt notice of each Drawing under any Letter of Credit, provided that the failure to give, or any delay in giving, any such notice shall in no way affect, impair or diminish the Borrower’s obligations under obligation to repay all outstanding Revolving Loans made to such Borrower when due in accordance with the terms of this Agreement.

Agreement to Repay Letter of Credit Drawings. (a) The Borrower hereby agrees to reimburse each Issuing Lenderthe respective Letter of Credit Issuer, by making payment to the Administrative Agent in U.S. Dollars and immediately available funds at the Payment Administrative Agent’s Office, for any payment or disbursement made by such Issuing Lender Letter of Credit Issuer under any Letter of Credit issued by it (each such amount, amount so paid until reimbursed by the Borrowerreimbursed, an “Unpaid Drawing”)) promptly after, by making payment and in Dollars (in the case of all Dollar Denominated Letters of Credit), Euros (in the case of Euro Denominated Letters of Credit) or Sterling (in the case of Sterling Denominated Letters of Credit) not later than any event within one Business Day following receipt after the date of, notice given by such Letter of Credit Issuer to the Borrower of such payment (which notice each Letter of such Credit Issuer hereby agrees to give promptly after the making of any payment or disbursement (under a Letter of Credit, provided that no such notice shall be required to be given if a Default or an Event of Default under Section 11.05 9.05 shall have occurred and be continuing, in which case the Unpaid Drawing shall be due and payable immediately without presentment, demand, protest or notice of any kind (all of which are hereby waived by the Borrower)), with interest on the amount so paid or disbursed by such Issuing LenderLetter of Credit Issuer, to the extent not reimbursed prior to 1:00 P.M. (New York City time) on the date of such payment or disbursement, from and including the date paid or disbursed to but excluding the date such Issuing Lender was Letter of Credit Issuer is reimbursed by the Borrower therefor therefor, at a rate per annum equal to which shall be the Base Applicable Margin for Revolving Loans maintained as Reference Rate Loans plus the Reference Rate as in effect from time to time (plus the Applicable Margin as in effect from time to time for Revolving Loans that are maintained as Base Rate Loans; provided, however, to the extent such amounts are an additional 2% per annum if not reimbursed prior to 1:00 P.M. (New York time) on by the third second Business Day following any such notice to the Borrower by the Administrative Agent or the respective Issuing Lender of such payment or disbursement), interest shall thereafter accrue on the amounts so paid or disbursed by such Issuing Lender (and until reimbursed by the respective Account Party) at a rate per annum which shall be (x) in the case of Dollar Denominated Letters of Credit, Sterling Denominated Letters of Credit, the Base Rate in effect from time to time plus the Applicable Margin for Revolving Loans in each case maintained as Base Rate Loans, as in effect from time to time plus 2% and (y) in the case of Euro Denominated Letters of Credit, the Overnight Euro Rate in effect from time to time plus the Applicable Margin for Euro Denominated Loans as in effect from time to time plus any Mandatory Costs plus 2%, in each such case, with interest to be payable on demand. Notwithstanding the foregoing, provided furtherto the extent that a Letter of Credit Issuer of a Letter of Credit denominated in a currency other than U.S. Dollars has agreed in writing to such arrangement at the time of the issuance of such Letter of Credit, that it is understood and agreed, however, that the notices referred to above in this clause (a) and Borrower shall reimburse any Drawing thereunder in the immediately preceding proviso shall not be required to be given currency in which such Letter of Credit is denominated; provided that (x) if any such Drawing is made at a Default or time when there exists an Event of Default under Section 11.05 shall have occurred and be continuing or (in which case y) if such reimbursement is not made by the Unpaid Drawings shall be due and payable immediately without presentment, demand, protest or close of business two Business Days after the Borrower has received notice of any kind such Drawing, then, in either such case, such reimbursement shall instead be made in U.S. Dollars and in immediately available funds (all with the amount of which are hereby waived by each Credit Party) and shall bear interest at the rate such reimbursement to be calculated as provided in the foregoing proviso on and after the third Business Day following the respective DrawingSection 12.07(c). The respective Issuing Lender shall give the Borrower prompt notice of each Drawing under any Letter of Credit, provided that the failure to give, or any delay in giving, any such notice shall in no way affect, impair or diminish the Borrower’s obligations under this Agreement).

Agreement to Repay Letter of Credit Drawings. (a) The Each U.S. Borrower hereby jointly and severally agrees to reimburse each Issuing Lender, by making payment to the Administrative Agent in U.S. Dollars in immediately available funds at the Payment Office, for any payment or disbursement made by such Issuing Lender under any Letter of Credit issued by it (each such amount, so paid until reimbursed by the a U.S. Borrower, an “Unpaid Drawing”), by making payment in Dollars (in the case of all Dollar Denominated Letters of Credit), Euros (in the case of Euro Denominated Letters of Credit) or Sterling (in the case of Sterling Denominated Letters of Credit) not later than one Business Day following receipt by the any U.S. Borrower of notice of such payment or disbursement (provided that no such notice shall be required to be given if a Default or an Event of Default under Section 11.05 shall have occurred and be continuing, in which case the Unpaid Drawing shall be due and payable immediately without presentment, demand, protest or notice of any kind (all of which are hereby waived by the BorrowerU.S. Borrowers)), with interest on the amount so paid or disbursed by such Issuing Lender, to the extent not reimbursed prior to 1:00 P.M. 12:00 Noon (New York City time) on the date of such payment or disbursement, from and including the date paid or disbursed to but excluding the date such Issuing Lender was reimbursed by the a U.S. Borrower therefor at a rate per annum equal to the Base Rate as in effect from time to time plus the Applicable Margin as in effect from time to time for U.S. Borrower Revolving Loans that are maintained as Base Rate Loans; provided, however, to the extent such amounts are not reimbursed prior to 1:00 P.M. 12:00 Noon (New York City time) on the third Business Day following the receipt by any U.S. Borrower of notice to the Borrower by the Administrative Agent or the respective Issuing Lender of such payment or disbursementdisbursement or following the occurrence and during the continuance of a Default or an Event of Default under Section 11.05, interest shall thereafter accrue on the amounts so paid or disbursed by such Issuing Lender (and until reimbursed by the respective Account PartyU.S. Borrowers) at a rate per annum which shall be (x) in the case of Dollar Denominated Letters of Credit, Sterling Denominated Letters of Credit, equal to the Base Rate as in effect from time to time plus the Applicable Margin for U.S. Borrower Revolving Loans in each case that are maintained as Base Rate Loans, Loans as in effect from time to time plus 2% and (y) in the case of Euro Denominated Letters of Credit, the Overnight Euro Rate in effect from time to time plus the Applicable Margin for Euro Denominated Loans as in effect from time to time plus any Mandatory Costs plus 2%, in each with such case, with interest to be payable on demand, provided further, that it is understood and agreed, however, that the notices referred to above in this clause (a) and in the immediately preceding proviso shall not be required to be given if a Default or an Event of Default under Section 11.05 shall have occurred and be continuing (in which case the Unpaid Drawings shall be due and payable immediately without presentment, demand, protest or notice of any kind (all of which are hereby waived by each Credit Party) and shall bear interest at the rate provided in the foregoing proviso on and after the third Business Day following the respective Drawing). The respective Each Issuing Lender shall give the Borrower U.S. Borrowers prompt written notice of each Drawing under any Letter of Credit, Credit issued by it; provided that the failure to give, or any delay in giving, give any such notice shall in no way affect, impair or diminish the Borrower’s U.S. Borrowers’ obligations under this Agreementhereunder.

Agreement to Repay Letter of Credit Drawings. (a) The US Borrower or the UK Borrower, as the case may be, hereby agrees to reimburse each Issuing Lenderthe Letter of Credit Issuer, by making payment to the Administrative Agent in Dollars or in the applicable Foreign Currency, as the case may be, in immediately available funds at the Payment Administrative Agent's Office, for any payment or disbursement made by such Issuing Lender the Letter of Credit Issuer under any Letter of Credit issued by it (each such amount, amount (including the Dollar Equivalent thereof) so paid until reimbursed by the Borrowerreimbursed, an “"Unpaid Drawing”)") immediately after, by making payment and in Dollars (in 50 any event on the case of all Dollar Denominated Letters of Credit)date of, Euros (in the case of Euro Denominated Letters of Credit) or Sterling (in the case of Sterling Denominated Letters of Credit) not later than one Business Day following receipt by the Borrower of notice of such payment or disbursement (provided that no such notice shall be required to be given if a Default or an Event of Default under Section 11.05 shall have occurred and be continuing, in which case the Unpaid Drawing shall be due and payable immediately without presentment, demand, protest or notice of any kind (all of which are hereby waived by the Borrower))payment, with interest on the amount so paid or disbursed by such Issuing Lenderthe Letter of Credit Issuer, to the extent not reimbursed prior to 1:00 P.M. 5:00 p.m. (New York City timeLocal Time) on the date of such payment or disbursement, from and including the date paid or disbursed to but excluding the date such Issuing Lender was the Letter of Credit Issuer is reimbursed by the Borrower therefor at a rate per annum equal to that shall at all times be the Base Rate Applicable ABR Margin plus the ABR as in effect from time to time plus the Applicable Margin as time, provided that, notwithstanding anything contained in effect from time to time for Revolving Loans that are maintained as Base Rate Loans; provided, however, this Agreement to the extent such amounts are not reimbursed contrary, (i) unless the US Borrower or the UK Borrower, as the case may be, shall have notified the Administrative Agent and the Letter of Credit Issuer prior to 1:00 P.M. 10:00 a.m. (New York timeLocal Time) on the third Business Day following notice date of such drawing that the US Borrower or the UK Borrower, as the case may be, intends to reimburse the Letter of Credit Issuer for the amount of such drawing with funds other than the proceeds of Loans, the US Borrower by or the UK Borrower, as the case may be, shall be deemed to have given a Notice of Borrowing to the Administrative Agent requesting that the Lenders make Dollar Revolving Credit Loans (which shall initially be ABR Loans) or the respective Issuing Lender of such payment or disbursement, interest shall thereafter accrue on the amounts so paid or disbursed by such Issuing Lender Foreign Currency Revolving Credit Loans (and until reimbursed by the respective Account Party) at a rate per annum which shall be Eurodollar Loans with an Interest Period of one month denominated in Sterling or Euro), as the case may be, on the date on which such drawing is honored in an amount equal to the amount of such drawing and (ii) the Administrative Agent shall promptly notify each L/C Participant of such drawing and the amount of its Revolving Credit Loan to be made in respect thereof, and (x) in the case respect of Dollar Denominated Letters of Credit, Sterling Denominated Letters of Credit, each L/C Participant shall be irrevocably obligated to make a Dollar Revolving Credit Loan that is an ABR Loan to the Base Rate in effect from time to time plus US Borrower or the Applicable Margin for Revolving Loans in each case maintained as Base Rate LoansUK Borrower, as the case may be, in effect from time the amount of its Revolving Credit Commitment Percentage of the applicable Unpaid Drawing by 12:00 noon (Local Time) on such Business Day by making the amount of such Dollar Revolving Credit Loan available to time plus 2% the Administrative Agent at the Administrative Agent's Office and (y) in the case respect of Euro Denominated Foreign Currency Letters of Credit, each L/C Participant shall be irrevocably obligated to make a Foreign Currency Revolving Credit Loan that is a Eurodollar Loan with an Interest Period of one month to the Overnight Euro Rate US Borrower or the UK Borrower, as the case may be, denominated in effect from time to time plus the Applicable Margin for Euro Denominated Loans as in effect from time to time plus any Mandatory Costs plus 2%, in each such case, with interest to be payable on demand, provided further, that it is understood and agreed, however, that the notices referred to above in this clause (a) and Sterling in the immediately preceding proviso shall not be required amount of its Revolving Credit Commitment Percentage of the applicable Unpaid Drawing by 12:00 noon (London time) on such Business Day by making the amount of such Foreign Currency Revolving Credit Loan available to be given if a Default the Administrative Agent at the Administrative Agent's Office. Such Revolving Credit Loans or an Event of Default under Section 11.05 shall have occurred and be continuing (in which Foreign Currency Revolving Credit Loans, as the case the Unpaid Drawings may be, shall be due and payable immediately made without presentment, demand, protest or notice of any kind (all of which are hereby waived by each Credit Party) and shall bear interest at regard to the rate provided in the foregoing proviso on and after the third Business Day following the respective Drawing)Minimum Borrowing Amount. The respective Issuing Lender Administrative Agent shall give use the Borrower prompt notice proceeds of each Drawing under any such Revolving Credit Loans solely for purpose of reimbursing the Letter of Credit, provided that Credit Issuer for the failure to give, or any delay in giving, any such notice shall in no way affect, impair or diminish the Borrower’s obligations under this Agreementrelated Unpaid Drawing.

Agreement to Repay Letter of Credit Drawings. (a) The Borrower agrees to reimburse each Issuing Lender, by making payment to the Administrative Agent in immediately available funds at the Payment Office, for any payment or disbursement made by such Issuing Lender under any Letter of Credit issued by it (each such amount, so paid until reimbursed by the Borrowerreimbursed, an “Unpaid Drawing”), by making payment in Dollars (in the case of all Dollar Denominated Letters of Credit), Euros (in the case of Euro Denominated Letters of Credit) or Sterling (in the case of Sterling Denominated Letters of Credit) not later than one Business Day following receipt by the Borrower of notice of such payment or disbursement (provided that no such notice shall be required to be given if a Default or an Event of Default under Section 11.05 shall have occurred and be continuing, in which case the Unpaid Drawing shall be due and payable immediately without presentment, demand, protest or notice of any kind (all of which are hereby waived by the Borrower)), with interest on the amount so paid or disbursed by such Issuing Lender, to the extent not reimbursed prior to 1:00 P.M. 12:00 Noon (New York City time) on the date of such payment or disbursement, from and including the date paid or disbursed to but excluding the date such Issuing Lender was reimbursed by the Borrower therefor at a rate per annum equal to the Base Rate Rate, as in effect from time to time time, plus the Applicable Margin as in effect from time to time for Revolving Loans that are maintained as Base Rate LoansMargin; provided, however, to the extent such amounts are not reimbursed (pursuant to the Borrowing pursuant to clause (b) below or otherwise) prior to 1:00 P.M. 12:00 Noon (New York time) on the third Business Day following notice to the receipt by the Borrower by the Administrative Agent or the respective Issuing Lender of notice of such payment or disbursementdisbursement or following the occurrence of a Default or an Event of Default under Section 11.05, interest shall thereafter accrue on the amounts so paid or disbursed by such Issuing Lender (and until reimbursed by the respective Account PartyBorrower) at a rate per annum which shall be (x) in the case of Dollar Denominated Letters of Credit, Sterling Denominated Letters of Credit, equal to the Base Rate in effect from time to time plus the Applicable Margin for Revolving Loans in each case maintained as Base Rate Loans, as in effect from time to time plus 2% and (y) in the case of Euro Denominated Letters of Credit, the Overnight Euro Rate in effect from time to time plus the Applicable Margin for Euro Denominated Loans as in effect from time to time plus any Mandatory Costs plus 2%, in each with such case, with interest to be payable on demand, provided further, that it is understood and agreed, however, that the notices referred to above in this clause (a) and in the immediately preceding proviso shall not be required to be given if a Default or an Event of Default under Section 11.05 shall have occurred and be continuing (in which case the Unpaid Drawings shall be due and payable immediately without presentment, demand, protest or notice of any kind (all of which are hereby waived by each Credit Party) and shall bear interest at the rate provided in the foregoing proviso on and after the third Business Day following the respective Drawing). The respective Each Issuing Lender shall give the Borrower prompt written notice of each Drawing under any Letter of CreditCredit issued by it, provided that the failure to give, or any delay in giving, give any such notice shall in no way affect, impair or diminish the Borrower’s obligations under this Agreementhereunder. Upon a written notice from the Administrative Agent, each Lender agrees to make Revolving Loans to the Borrower in an amount equal to its Percentage of an Unpaid Drawing the proceeds of which shall be applied to the repayment of such Unpaid Drawing whether or not the conditions set forth in Section 7 are satisfied at such time. The Revolving Loans made pursuant to the immediately succeeding sentence shall initially be Base Rate Loans.

Agreement to Repay Letter of Credit Drawings. (a) The Borrower hereby agrees to reimburse each Issuing Lender, Letter of Credit Issuer by making payment with respect to any unpaid drawing under any Letter of Credit issued by such Letter of Credit Issuer in the same amount and in the same currency in which such drawing was made unless the applicable Letter of Credit Issuer (at its option) shall have specified in the notice of drawing that it will require reimbursement in Dollars. In the case of any such reimbursement in Dollars of a drawing under a Letter of Credit denominated in an Alternative Currency, the applicable Letter of Credit Issuer shall notify the Borrower of the amount of the drawing promptly following the determination thereof. Any such reimbursement shall be made by the Borrower to the Administrative Agent applicable Letter of Credit Issuer in immediately available funds at and in the Payment Office, applicable currency (whether with its own funds or with the proceeds of any Borrowings of Revolving Loans under this Agreement) for any payment or disbursement made by such Issuing Lender the applicable Letter of Credit Issuer under any Letter of Credit issued by it (each such amount, amount so paid until reimbursed by the Borrowerreimbursed, an “Unpaid Drawing”), by making payment in Dollars (in the case of all Dollar Denominated Letters of Credit), Euros (in the case of Euro Denominated Letters of Credit) or Sterling (in the case of Sterling Denominated Letters of Credit) not no later than one the date that is two (2) Business Day following receipt by Days after the date on which the Borrower receives a written notice (the “Notice of notice Drawing”) of such payment or disbursement (provided that no such notice shall be required to be given if a Default or an Event the “Reimbursement Date”) (which Notice of Default under Section 11.05 shall have occurred and be continuing, in which case the Unpaid Drawing shall also be due and payable immediately without presentment, demand, protest or notice of any kind (all of which are hereby waived by delivered to the Borrower)Administrative Agent), with interest on the amount so paid or disbursed by such Issuing Lenderthe applicable Letter of Credit Issuer, to the extent not reimbursed prior to 1:00 P.M. (New York City time) 5:00 p.m. on the date of such payment or disbursementReimbursement Date, from and including the Reimbursement Date to the date paid or disbursed to but excluding the date such Issuing Lender was applicable Letter of Credit Issuer is reimbursed by the Borrower therefor at a rate per annum equal that shall at all times be (i) with respect to a Letter of Credit denominated in Dollars, the Base Rate Applicable Margin for ABR Loans that are Revolving Credit Loans plus the ABR as in effect from time to time plus and (ii) with respect to a Letter of Credit denominated in an Alternative Currency, the Applicable Margin for Term SOFR Loans that are Revolving Credit Loans plus Term SOFR as in effect from time to time time, provided that, notwithstanding anything contained in this Agreement to the contrary, (i) unless the Borrower shall have notified the Administrative Agent and the relevant applicable Letter of Credit Issuer prior to 1:00 p.m. on the Reimbursement Date that the Borrower intends to reimburse the relevant Letter of Credit Issuer for the amount of such drawing with funds other than the proceeds of Loans, the Borrower shall be deemed to have given a Notice of Borrowing requesting that, with respect to Letters of Credit, the Revolving Lenders make Revolving Loans (which shall be ABR Loans) in Dollars on the Reimbursement Date in the amount of such drawing and (ii) the Administrative Agent shall promptly notify each L/C Participant of such drawing and the amount of its Revolving Loan to be made in respect thereof, and each L/C Participant shall be irrevocably obligated to make a Revolving Loan to the Borrower in the manner deemed to have been requested in the amount of its Revolving Credit Commitment Percentage of the applicable Unpaid Drawing by 2:00 p.m. on such Reimbursement Date by making the amount of such Revolving Loan available to the Administrative Agent. Such Revolving Loans shall be made without regard to the Minimum Borrowing Amount. The Administrative Agent shall use the proceeds of such Revolving Loans solely for the purpose of reimbursing the relevant Letter of Credit Issuer for the related Unpaid Drawing. In the event that are maintained the Borrower fails to Cash Collateralize, “roll” or “grandfather” into a new credit facility or backstop in a manner reasonably acceptable to the applicable Letter of Credit Issuer and the Administrative Agent any Letter of Credit that is outstanding on the L/C Facility Maturity Date, the full amount of the Letters of Credit Outstanding in respect of such Letter of Credit shall be deemed to be an Unpaid Drawing subject to the provisions of this Section 3.4 except that the applicable Letter of Credit Issuer shall hold the proceeds received from the L/C Participants as Base Rate Loans; providedcontemplated above as cash collateral for such Letter of Credit to reimburse any unpaid drawing under such Letter of Credit and shall use such proceeds first, howeverto reimburse itself for any unpaid drawings made in respect of such Letter of Credit following the L/C Facility Maturity Date, second, to the extent such amounts are Letter of Credit expires or is returned undrawn while any such cash collateral remains, to the repayment of obligations in respect of any Revolving Loans that have not reimbursed prior to 1:00 P.M. (New York time) on the third Business Day following notice been paid at such time and third, to the Borrower or as otherwise directed by the Administrative Agent or the respective Issuing Lender a court of such payment or disbursement, interest shall thereafter accrue on the amounts so paid or disbursed by such Issuing Lender (and until reimbursed by the respective Account Party) at a rate per annum which shall be (x) in the case of Dollar Denominated Letters of Credit, Sterling Denominated Letters of Credit, the Base Rate in effect from time to time plus the Applicable Margin for Revolving Loans in each case maintained as Base Rate Loans, as in effect from time to time plus 2% and (y) in the case of Euro Denominated Letters of Credit, the Overnight Euro Rate in effect from time to time plus the Applicable Margin for Euro Denominated Loans as in effect from time to time plus any Mandatory Costs plus 2%, in each such case, with interest to be payable on demand, provided further, that it is understood and agreed, however, that the notices referred to above competent jurisdiction. Nothing in this clause (aSection 3.4(a) and in the immediately preceding proviso shall not be required to be given if a Default or an Event of Default under Section 11.05 shall have occurred and be continuing (in which case the Unpaid Drawings shall be due and payable immediately without presentment, demand, protest or notice of any kind (all of which are hereby waived by each Credit Party) and shall bear interest at the rate provided in the foregoing proviso on and after the third Business Day following the respective Drawing). The respective Issuing Lender shall give the Borrower prompt notice of each Drawing under any Letter of Credit, provided that the failure to give, or any delay in giving, any such notice shall in no way affect, impair or diminish affect the Borrower’s obligations under obligation to repay all outstanding Revolving Loans when due in accordance with the terms of this Agreement.

Agreement to Repay Letter of Credit Drawings. (a) The Borrower agrees to reimburse each the Issuing LenderBank, by making payment to the Administrative Agent in immediately available funds at the Payment Office, for any payment or disbursement made by such the Issuing Lender Bank under any Letter of Credit issued by it (each such amount, so paid until reimbursed by the Borrowerreimbursed, an “"Unpaid Drawing”"), by making payment in Dollars (in the case of all Dollar Denominated Letters of Credit), Euros (in the case of Euro Denominated Letters of Credit) or Sterling (in the case of Sterling Denominated Letters of Credit) not later than one Business Day following receipt by the Borrower of notice of such payment or disbursement (provided that no such notice shall be required to be given if a Default or an Event of Default under Section 11.05 10.05 shall have occurred and be continuing, in which case the Unpaid Drawing shall be due and payable immediately without presentment, demand, protest or notice of any kind (all of which are hereby waived by the Borrower)), with interest on the amount so paid or disbursed by such the Issuing LenderBank, to the extent not reimbursed prior to 1:00 P.M. (New York City time) on the date of such payment or disbursement, from and including the date paid or disbursed to but excluding the date such the Issuing Lender Bank was reimbursed by the Borrower therefor at a rate per annum equal to which shall be the Base Rate plus the Applicable Base Rate Margin, each as in effect from time to time plus the Applicable Margin as in effect from time to time for Revolving Loans that are maintained as Base Rate Loanstime; providedPROVIDED, howeverHOWEVER, to the extent such amounts are not reimbursed prior to 1:00 P.M. (New York time) on the third Business Day following notice to the receipt by the Borrower by the Administrative Agent or the respective Issuing Lender of notice of such payment or disbursementdisbursement or following the occurrence of a Default or an Event of Default under Section 10.05, interest shall thereafter accrue on the amounts so paid or disbursed by such the Issuing Lender Bank (and until reimbursed by the respective Account PartyBorrower) at a rate per annum which shall be (x) in the case of Dollar Denominated Letters of Credit, Sterling Denominated Letters of Credit, the Base Rate in effect from time to time plus the Applicable Base Rate Margin for Revolving Loans in each case maintained as Base Rate Loans, as in effect from time to time plus 2% and (y) in the case of Euro Denominated Letters of Credit, the Overnight Euro Rate in effect from time to time plus the Applicable Margin for Euro Denominated Loans as in effect from time to time plus any Mandatory Costs plus 2%, in each such case, with interest to be payable on demand, provided further, that it is understood and agreed, however, that the notices referred to above in this clause (a) and in the immediately preceding proviso shall not be required to be given if a Default or an Event of Default under Section 11.05 shall have occurred and be continuing (in which case the Unpaid Drawings shall be due and payable immediately without presentment, demand, protest or notice of any kind (all of which are hereby waived by each Credit Party) and shall bear interest at the rate provided in the foregoing proviso on and after the third Business Day following the respective Drawing). The respective Issuing Lender Bank shall give the Borrower prompt written notice of each Drawing under any Letter of Credit, provided PROVIDED that the failure to give, or any delay in giving, give any such notice shall in no way affect, impair or diminish the Borrower’s 's obligations under this Agreementhereunder.

Agreement to Repay Letter of Credit Drawings. (a) The Each Borrower hereby jointly and severally agrees to reimburse each Issuing Lender, by making payment to the Administrative Agent in Dollars in immediately available funds at the Payment Office, for any payment or disbursement made by such Issuing Lender under any Letter of Credit issued by it (each such amount, so paid until reimbursed by the respective Borrower, an “Unpaid Drawing”), by making payment in Dollars (in the case of all Dollar Denominated Letters of Credit), Euros (in the case of Euro Denominated Letters of Credit) or Sterling (in the case of Sterling Denominated Letters of Credit) not later than one Business Day following receipt by the respective Borrower of notice of such payment or disbursement (provided that no such notice shall be required to be given if a Default or an Event of Default under Section 11.05 shall have occurred and be continuing, in which case the Unpaid Drawing shall be due and payable immediately without presentment, demand, protest or notice of any kind (all of which are hereby waived by the BorrowerBorrowers)), with interest on the amount so paid or disbursed by such Issuing Lender, to the extent not reimbursed prior to 1:00 P.M. pm (New York City time) on the date of such payment or disbursement, disbursement from and including the date paid or disbursed to but excluding the date such Issuing Lender was reimbursed by the respective Borrower therefor at a rate per annum equal to the Base Rate as in effect from time to time plus the Applicable Margin as in effect from time to time for Revolving Loans that are maintained as Base Rate Loans; provided, however, to the extent such amounts are not reimbursed prior to 1:00 P.M. pm (New York City time) on the third Business Day following notice to the Borrower receipt by the Administrative Agent or the respective Issuing Lender Borrower of notice of such payment or disbursementdisbursement or following the occurrence of a Default or an Event of Default under Section 11.05, interest shall thereafter accrue on the amounts so paid or disbursed by such Issuing Lender (and until reimbursed by the respective Account PartyBorrowers) at a rate per annum which shall be (x) in the case of Dollar Denominated Letters of Credit, Sterling Denominated Letters of Credit, equal to the Base Rate as in effect from time to time plus the Applicable Margin for Revolving Loans in each case that are maintained as Base Rate Loans, Loans as in effect from time to time plus 2% and (y) in the case of Euro Denominated Letters of Credit, the Overnight Euro Rate in effect from time to time plus the Applicable Margin for Euro Denominated Loans as in effect from time to time plus any Mandatory Costs plus 2%, in each with such case, with interest to be payable on demand, provided further, that it is understood and agreed, however, that the notices referred to above in this clause (a) and in the immediately preceding proviso shall not be required to be given if a Default or an Event of Default under Section 11.05 shall have occurred and be continuing (in which case the Unpaid Drawings shall be due and payable immediately without presentment, demand, protest or notice of any kind (all of which are hereby waived by each Credit Party) and shall bear interest at the rate provided in the foregoing proviso on and after the third Business Day following the respective Drawing). The respective Each Issuing Lender shall give the respective Borrower prompt written notice of each Drawing under any Letter of Credit, Credit issued by it; provided that the failure to give, or any delay in giving, give any such notice shall in no way affect, impair or diminish the Borrower’s Borrowers’ obligations under this Agreementhereunder.

Agreement to Repay Letter of Credit Drawings. (a) The Borrower agrees to reimburse each Issuing Lender, by making payment to the Administrative Agent in immediately available funds at the Payment Office, for any payment or disbursement made by such Issuing Lender under any Letter of Credit issued by it (each such amount, so paid until reimbursed by the Borrowerreimbursed, an “Unpaid Drawing”), by making payment in Dollars (in the case of all Dollar Denominated Letters of Credit), Euros (in the case of Euro Denominated Letters of Credit) or Sterling (in the case of Sterling Denominated Letters of Credit) not later than one Business Day following receipt by the Borrower of notice of such payment or disbursement (provided that no such notice shall be required to be given if a Default or an Event of Default under Section 11.05 10.05 shall have occurred and be continuing, in which case the Unpaid Drawing shall be due and payable immediately without presentment, demand, protest or notice of any kind (all of which are hereby waived by the Borrower)), with interest on the amount so paid or disbursed by such Issuing Lender, to the extent not reimbursed prior to 1:00 P.M. 12:00 Noon (New York City time) on the date of such payment or disbursement, from and including the date paid or disbursed to but excluding the date such Issuing Lender was reimbursed by the Borrower therefor at a rate per annum equal to the Base Rate as in effect from time to time plus the Applicable Margin as in effect from time to time for Revolving Loans that are maintained as Base Rate Loans; provided, however, to the extent such amounts are not reimbursed prior to 1:00 P.M. 12:00 Noon (New York time) on the third Business Day following notice to the receipt by the Borrower by the Administrative Agent or the respective Issuing Lender of notice of such payment or disbursementdisbursement or following the occurrence of a Default or an Event of Default under Section 10.05, interest shall thereafter accrue on the amounts so paid or disbursed by such Issuing Lender (and until reimbursed by the respective Account PartyBorrower) at a rate per annum which shall be (x) in the case of Dollar Denominated Letters of Credit, Sterling Denominated Letters of Credit, equal to the Base Rate in effect from time to time plus the Applicable Margin for Revolving Loans in each case that are maintained as Base Rate Loans, Loans as in effect from time to time plus 2% and (y) in the case of Euro Denominated Letters of Credit, the Overnight Euro Rate in effect from time to time plus the Applicable Margin for Euro Denominated Loans as in effect from time to time plus any Mandatory Costs plus 2%, in each with such case, with interest to be payable on demand, provided further, that it is understood and agreed, however, that the notices referred to above in this clause (a) and in the immediately preceding proviso shall not be required to be given if a Default or an Event of Default under Section 11.05 shall have occurred and be continuing (in which case the Unpaid Drawings shall be due and payable immediately without presentment, demand, protest or notice of any kind (all of which are hereby waived by each Credit Party) and shall bear interest at the rate provided in the foregoing proviso on and after the third Business Day following the respective Drawing). The respective Each Issuing Lender shall give the Borrower prompt written notice of each Drawing under any Letter of CreditCredit issued by it, provided that the failure to give, or any delay in giving, give any such notice shall in no way affect, impair or diminish the Borrower’s obligations under this Agreementhereunder.

Agreement to Repay Letter of Credit Drawings. (a) The Borrower agrees to reimburse each Issuing Lender, by making payment to the Administrative Agent in immediately available funds at the Payment Office, for any payment or disbursement made by such Issuing Lender under any Letter of Credit issued by it (each such amount, so paid until reimbursed by the Borrower, an “Unpaid Drawing”), by making payment in Dollars (in the case of all Dollar Denominated Letters of Credit), Euros (in the case of Euro Denominated Letters of Credit) or Sterling (in the case of Sterling Denominated Letters of Credit) not later than (x) one (1) Business Day following receipt by the Borrower of notice of such payment or disbursement if such notice is received on or prior to 11:00 A.M. (New York City time) or (y) two (2) Business Days following receipt by the Borrower of notice of such payment or disbursement if such notice is received after 11:00 A.M. (New York City time) (provided that no such notice shall be required to be given if a Default or an Event of Default under Section 11.05 11.1(f) shall have occurred and be continuing, in which case the Unpaid Drawing shall be due and payable immediately without presentment, demand, protest or notice of any kind (all of which are hereby waived by the Borrower)), with interest on the amount so paid or disbursed by such Issuing Lender, to the extent not reimbursed prior to 1:00 P.M. 12:00 Noon (New York City time) on the date of such payment or disbursement, from and including the date paid or disbursed to but excluding the date such Issuing Lender was reimbursed by the Borrower therefor at a rate per annum equal to the Base Rate as in effect from time to time plus the Applicable Margin as in effect from time to time for Revolving Loans that are maintained as Base Rate Loans; provided, however, to the extent such amounts are not reimbursed prior to 1:00 P.M. 12:00 Noon (New York City time) on the third date that is three (3) Business Day Days following notice to the receipt by the Borrower by the Administrative Agent or the respective Issuing Lender of notice of such payment or disbursementdisbursement or following the occurrence of a Default or an Event of Default under Section 11.1(f), interest shall thereafter accrue on the amounts so paid or disbursed by such Issuing Lender (and until reimbursed by the respective Account PartyBorrower) at a rate per annum which shall be (x) in the case of Dollar Denominated Letters of Credit, Sterling Denominated Letters of Credit, equal to the Base Rate as in effect from time to time plus the Applicable Margin for Revolving Loans in each case that are maintained as Base Rate Loans, Loans as in effect from time to time plus 2% and (y) in the case of Euro Denominated Letters of Credit, the Overnight Euro Rate in effect from time to time plus the Applicable Margin for Euro Denominated Loans as in effect from time to time plus any Mandatory Costs plus 2%, in each with such case, with interest to be payable on demand, provided further, that it is understood and agreed, however, that the notices referred to above in this clause (a) and in the immediately preceding proviso shall not be required to be given if a Default or an Event of Default under Section 11.05 shall have occurred and be continuing (in which case the Unpaid Drawings shall be due and payable immediately without presentment, demand, protest or notice of any kind (all of which are hereby waived by each Credit Party) and shall bear interest at the rate provided in the foregoing proviso on and after the third Business Day following the respective Drawing). The respective Each Issuing Lender shall give the Borrower prompt written notice of each Drawing under any Letter of Credit, Credit issued by it; provided that the failure to give, or any delay in giving, give any such notice shall in no way affect, impair or diminish the Borrower’s obligations hereunder. In the case of a Letter of Credit denominated in Dollars, the Borrower shall reimburse the Issuing Lender in Dollars. In the case of a Letter of Credit denominated in an Alternate Currency, the Borrower shall reimburse the Issuing Lender in such Alternate Currency, unless (x) Issuing Lender (at its option) shall have specified in such notice that it will require reimbursement in Dollars, or (y) in the absence of any such requirement for reimbursement in Dollars, the Borrower shall have notified Issuing Lender promptly following receipt of the notice of drawing that the Borrower will reimburse Issuing Lender in Dollars. In the case of any such reimbursement in Dollars of a drawing as of the applicable Revaluation Date under this Agreementa Letter of Credit denominated in an Alternate Currency, the Issuing Lender shall notify the Borrower of the Dollar Equivalent of the amount of the drawing promptly following the determination thereof.

Agreement to Repay Letter of Credit Drawings. (a) The Borrower agrees to reimburse each Issuing Lender, by making payment to the Administrative Agent in immediately available funds at the Payment Office, for any payment or disbursement made by such Issuing Lender under any Letter of Credit issued by it (each such amount, so paid until reimbursed by the Borrowerreimbursed, an “"Unpaid Drawing”"), by making payment in Dollars (in the case of all Dollar Denominated Letters of Credit), Euros (in the case of Euro Denominated Letters of Credit) or Sterling (in the case of Sterling Denominated Letters of Credit) not later than one Business Day following receipt by the Borrower of notice of such payment or disbursement (provided that no such notice shall be required to be given if a Default or an Event of Default under Section 11.05 10.05 shall have occurred and be continuing, in which case the Unpaid Drawing shall be due and payable immediately without presentment, demand, protest or notice of any kind (all of which are hereby waived by the Borrower)), with interest on the amount so paid or disbursed by such Issuing Lender, to the extent not reimbursed prior to 1:00 P.M. (New York City time) on the date of such payment or disbursement, from and including the date paid or disbursed to but excluding the date such Issuing Lender was reimbursed by the Borrower therefor at a rate per annum equal to the Base Rate as in effect from time to time plus the Applicable Margin as in effect from time to time for Revolving Loans that are maintained as Base Rate Loans; provided, however, to the extent such amounts are not reimbursed prior to 1:00 P.M. (New York time) on the third Business Day following notice to the receipt by the Borrower by the Administrative Agent or the respective Issuing Lender of notice of such payment or disbursementdisbursement or following the occurrence of a Default or an Event of Default under Section 10.05, interest shall thereafter accrue on the amounts so paid or disbursed by such Issuing Lender (and until reimbursed by the respective Account PartyBorrower) at a rate per annum which shall be (x) in the case of Dollar Denominated Letters of Credit, Sterling Denominated Letters of Credit, equal to the Base Rate in effect from time to time plus the Applicable Margin for Revolving Loans in each case that are maintained as Base Rate Loans, as in effect from time to time plus 2% and (y) in the case of Euro Denominated Letters of Credit, the Overnight Euro Rate in effect from time to time plus the Applicable Margin for Euro Denominated Loans as in effect from time to time plus any Mandatory Costs plus 2%, in each with such case, with interest to be payable on demand, provided further, that it is understood and agreed, however, that the notices referred to above in this clause (a) and in the immediately preceding proviso shall not be required to be given if a Default or an Event of Default under Section 11.05 shall have occurred and be continuing (in which case the Unpaid Drawings shall be due and payable immediately without presentment, demand, protest or notice of any kind (all of which are hereby waived by each Credit Party) and shall bear interest at the rate provided in the foregoing proviso on and after the third Business Day following the respective Drawing). The respective Each Issuing Lender shall give the Borrower prompt written notice of each Drawing under any Letter of CreditCredit issued by it, provided that the failure to give, or any delay in giving, give any such notice shall in no way affect, impair or diminish the Borrower’s 's obligations under this Agreementhereunder.

Agreement to Repay Letter of Credit Drawings. (a) The Borrower agrees to reimburse each Issuing Lender, by making payment to the Administrative Agent in immediately available funds at the Payment Office, for any payment or disbursement made by such Issuing Lender under any Letter of Credit issued by it (each such amount, so paid until reimbursed by the Borrower, an “Unpaid Drawing”), by making payment in Dollars (in the case of all Dollar Denominated Letters of Credit), Euros (in the case of Euro Denominated Letters of Credit) or Sterling (in the case of Sterling Denominated Letters of Credit) not later than one Business Day following follow­ing receipt by the Borrower of notice of such payment or disbursement (provided that no such notice shall be required to be given if a Default or an Event of Default under Section 11.05 shall have occurred and be continuing, in which case the Unpaid Drawing shall be due and payable immediately without presentment, demand, protest or notice of any kind (all of which are hereby waived by the Borrower)), with interest on the amount so paid or disbursed by such Issuing Lender, to the extent not reimbursed prior to 1:00 P.M. 12:00 Noon (New York City time) on the date of such payment or disbursement, from and including the date paid or disbursed to but excluding the date such Issuing Lender was reimbursed by the Borrower therefor at a rate per annum equal to the Base Rate as in effect from time to time plus the Applicable Margin as in effect from time to time for Revolving Loans that are maintained main­tained as Base Rate Loans; provided, however, to the extent such amounts are not reimbursed reim­bursed prior to 1:00 P.M. 12:00 Noon (New York time) on the third Business Day following notice to the receipt by the Borrower by the Administrative Agent or the respective Issuing Lender of notice of such payment or disbursementdisbursement or following the occurrence of a Default or an Event of Default under Section 11.05, interest shall thereafter accrue on the amounts so paid or disbursed by such Issuing Lender (and until reimbursed by the respective Account PartyBorrower) at a rate per annum which shall be (x) in the case of Dollar Denominated Letters of Credit, Sterling Denominated Letters of Credit, equal to the Base Rate as in effect from time to time plus the Applicable Margin for Revolving Loans in each case that are maintained as Base Rate Loans, Loans as in effect from time to time plus 2% and (y) in the case of Euro Denominated Letters of Credit, the Overnight Euro Rate in effect from time to time plus the Applicable Margin for Euro Denominated Loans as in effect from time to time plus any Mandatory Costs plus 2%, in each with such case, with interest to be payable on demand, provided further, that it is understood and agreed, however, that the notices referred to above in this clause (a) and in the immediately preceding proviso shall not be required to be given if a Default or an Event of Default under Section 11.05 shall have occurred and be continuing (in which case the Unpaid Drawings shall be due and payable immediately without presentment, demand, protest or notice of any kind (all of which are hereby waived by each Credit Party) and shall bear interest at the rate provided in the foregoing proviso on and after the third Business Day following the respective Drawing). The respective Each Issuing Lender shall give the Borrower prompt written notice of each Drawing under any Letter of CreditCredit issued by it, provided that the failure to give, or any delay in giving, give any such notice shall in no way affect, impair or diminish the Borrower’s obligations under this Agreementhereunder.

Agreement to Repay Letter of Credit Drawings. (a) The Borrower agrees to reimburse each Issuing Lender, by making payment to the Administrative Agent in immediately available funds at the Payment Office, for any payment or disbursement made by such Issuing Lender under any Letter of Credit issued by it (each such amount, so paid until reimbursed by the Borrower, an “Unpaid Drawing”), by making payment in Dollars (in the case of all Dollar Denominated Letters of Credit), Euros (in the case of Euro Denominated Letters of Credit) or Sterling (in the case of Sterling Denominated Letters of Credit) not later than one Business Day following receipt by the Borrower of notice of such payment or disbursement (provided that no such notice shall be required to be given if a Default or an Event of Default under Section 11.05 shall have occurred and be continuing, in which case the Unpaid Drawing shall be due and payable immediately without presentment, demand, protest or notice of any kind (all of which are hereby waived by the Borrower)), with interest on the amount so paid or disbursed by such Issuing Lender, to the extent not reimbursed prior to 1:00 P.M. (New York City time) on the date of such payment or disbursement, from and including the date paid or disbursed to but excluding the date such Issuing Lender was reimbursed by the Borrower therefor at a rate per annum equal to the Base Rate as in effect from time to time plus the Applicable Margin as in effect from time to time for Revolving Loans that are maintained as Base Rate Loans; provided, however, to the extent such amounts are not reimbursed prior to 1:00 P.M. (New York time) on the third Business Day following notice to the Borrower by the Administrative Agent or the respective Issuing Lender of such payment or disbursement, interest shall thereafter accrue on the amounts so paid or disbursed by such Issuing Lender (and until reimbursed by the respective Account Party) at a rate per annum which shall be (x) in the case of Dollar Denominated Letters of Credit, Sterling Denominated Letters of Credit, the Base Rate in effect from time to time plus the Applicable Margin for Revolving Loans in each case maintained as Base Rate Loans, as in effect from time to time plus 2% and (y) in the case of Euro Denominated Letters of Credit, the Overnight Euro Rate in effect from time to time plus the Applicable Margin for Euro Denominated Loans as in effect from time to time plus any Mandatory Costs plus 2%, in each such case, with interest to be payable on demand, ; provided further, that it is understood and agreed, however, that the notices referred to above in this clause (a) and in the immediately preceding proviso shall not be required to be given if a Default or an Event of Default under Section 11.05 shall have occurred and be continuing (in which case the Unpaid Drawings shall be due and payable immediately without presentment, demand, protest or notice of any kind (all of which are hereby waived by each Credit Party) and shall bear interest at the rate provided in the foregoing proviso on and after the third Business Day following the respective Drawing). The respective Issuing Lender shall give the Borrower prompt notice of each Drawing under any Letter of Credit, ; provided that the failure to give, or any delay in giving, any such notice shall in no way affect, impair or diminish the Borrower’s obligations under this Agreement.

Agreement to Repay Letter of Credit Drawings. (a) The Borrower hereby agrees to reimburse each the respective Issuing Lender, by making payment to the Administrative Agent in immediately available funds at the Payment Office, for any payment or disbursement made by such Issuing Lender it under any Letter of Credit issued by it hereunder (each such amount, so paid until reimbursed by the Borrowerreimbursed, an “"Unpaid Drawing”"), by making payment immediately after, and in Dollars (in any event on the case of all Dollar Denominated Letters of Credit), Euros (in the case of Euro Denominated Letters of Credit) or Sterling (in the case of Sterling Denominated Letters of Credit) not later than one Business Day following receipt by the Borrower of notice date of such payment or disbursement (provided that no such notice shall be required to be given if a Default or an Event of Default under Section 11.05 shall have occurred and be continuing, in which case the Unpaid Drawing shall be due and payable immediately without presentment, demand, protest or notice of any kind (all of which are hereby waived by the Borrower))disbursement, with interest on the amount so paid or disbursed by such Issuing Lender, to the extent not reimbursed prior to 1:00 P.M. 12:00 Noon (New York City time) on the date of such payment or disbursement, from and including the date paid or disbursed to but excluding the date such Issuing Lender was reimbursed by the Borrower therefor at a rate per annum equal to which shall be the Base Rate as in effect from time to time plus the Applicable Margin as in effect from time to time for Revolving Loans that are maintained as Base Rate Loans; provided, however, to the extent such amounts are not reimbursed prior to 1:00 P.M. 12:00 Noon (New York time) on the third Business Day following receipt of notice to the Borrower by the Administrative Agent or the respective Issuing Lender of such payment or disbursement, interest shall thereafter accrue on the amounts so paid or disbursed by such Issuing Lender (and until reimbursed by the respective Account PartyBorrower) at a rate per annum which shall be (x) in the case of Dollar Denominated Letters of Credit, Sterling Denominated Letters of Credit, the Base Rate in effect from time to time plus the Applicable Margin for Revolving Loans in each case maintained as Base Rate Loans, as in effect from time to time plus 2% and (y) in the case of Euro Denominated Letters of Credit, the Overnight Euro Rate in effect from time to time plus the Applicable Margin for Euro Denominated Loans as in effect from time to time plus any Mandatory Costs plus 2%, with such interest, in each such case, with interest to be payable on demand, provided further, that it is understood and agreed, however, that the notices referred to above in this clause (a) and in the immediately preceding proviso shall not be required to be given if a Default or an Event of Default under Section 11.05 shall have occurred and be continuing (in which case the Unpaid Drawings shall be due and payable immediately without presentment, demand, protest or notice of any kind (all of which are hereby waived by each Credit Party) and shall bear interest at the rate provided in the foregoing proviso on and after the third Business Day following the respective Drawing). The respective Issuing Lender shall give the Borrower prompt notice of each Drawing under any Letter of Credit, provided that the failure to give, or any delay in giving, give any such notice shall in no way affect, impair or diminish the Borrower’s 's obligations under this Agreementhereunder.

Agreement to Repay Letter of Credit Drawings. (a) The Borrower -------------------------------------------- agrees to reimburse each the Issuing Lender, by making payment to the Administrative Agent in immediately available funds at the Payment Office, for any payment or disbursement made by such the Issuing Lender under any Letter of Credit issued by it (each such amount, so paid until reimbursed by the Borrowerreimbursed, an “"Unpaid Drawing”"), by making payment in Dollars (in the case of all Dollar Denominated Letters of Credit), Euros (in the case of Euro Denominated Letters of Credit) or Sterling (in the case of Sterling Denominated Letters of Credit) not later than one three Business Day Days following receipt by the Borrower of notice of such payment or disbursement (provided that no such notice shall be required to be given if a Default or an Event of Default under Section 11.05 10.05 shall have occurred and be continuing, in which case the Unpaid Drawing shall be due and payable immediately without presentment, demand, protest or notice of any kind (all of which are hereby waived by the Borrower)), with interest on the amount so paid or disbursed by such the Issuing Lender, to the extent not reimbursed prior to 1:00 P.M. 12:00 Noon (New York City time) on the date of such payment or disbursement, from and including the date paid or disbursed to but excluding the date such Issuing Lender was reimbursed by the Borrower therefor at a rate per annum equal to the Base Rate as in effect from time to time plus the Applicable Margin as in effect from time to time for Revolving Loans that are maintained as Base Rate Loans; provided, however, to the extent such amounts are not reimbursed prior to 1:00 P.M. 12:00 -------- ------- Noon (New York time) on the third Business Day following notice to the receipt by the Borrower by the Administrative Agent or the respective Issuing Lender of notice of such payment or disbursementdisbursement or following the occurrence of a Default or an Event of Default under Section 10.05, interest shall thereafter accrue on the amounts so paid or disbursed by such the Issuing Lender (and until reimbursed by the respective Account PartyBorrower) at a rate per annum which shall be (x) in the case of Dollar Denominated Letters of Credit, Sterling Denominated Letters of Credit, equal to the Base Rate in effect from time to time plus the Applicable Margin for Revolving Loans in each case that are maintained as Base Rate Loans, Loans as in effect from time to time plus 2% and (y) in the case of Euro Denominated Letters of Credit, the Overnight Euro Rate in effect from time to time plus the Applicable Margin for Euro Denominated Loans as in effect from time to time plus any Mandatory Costs plus 2%, in each with such case, with interest to be payable on demand, provided further, that it is understood and agreed, however, that the notices referred to above in this clause (a) and in the immediately preceding proviso shall not be required to be given if a Default or an Event of Default under Section 11.05 shall have occurred and be continuing (in which case the Unpaid Drawings shall be due and payable immediately without presentment, demand, protest or notice of any kind (all of which are hereby waived by each Credit Party) and shall bear interest at the rate provided in the foregoing proviso on and after the third Business Day following the respective Drawing). The respective Issuing Lender shall give the Borrower prompt written notice of each Drawing under any Letter of CreditCredit issued by it, provided that the failure to give, or any delay in giving, give any such notice -------- shall in no way affect, impair or diminish the Borrower’s 's obligations under this Agreementhereunder.

Agreement to Repay Letter of Credit Drawings. (a) The Borrower agrees to reimburse each Issuing Lender, by making payment to the Administrative Agent in immediately available funds at the Payment Office, for any payment or disbursement made by such Issuing Lender under any Letter of Credit issued by it (each such amount, so paid until reimbursed by the Borrower, an “Unpaid Drawing”), by making payment in Dollars (in the case of all Dollar Denominated Letters of Credit), Euros (in the case of Euro Denominated Letters of Credit) or Sterling (in the case of Sterling Denominated Letters of Credit) not later than one Business Day following receipt by the Borrower of notice of such payment or disbursement (provided that no such notice shall be required to be given if a Default or an Event of Default under Section 11.05 with respect to the Borrower shall have occurred and be continuing, in which case the Unpaid Drawing shall be due and payable immediately without presentment, demand, protest or notice of any kind (all of which are hereby waived by the Borrower)), with interest on the amount so paid or disbursed by such Issuing Lender, to the extent not reimbursed prior to 1:00 P.M. (New York City time) on the date of such payment or disbursement, from and including the date paid or disbursed to but excluding the date such Issuing Lender was reimbursed by the Borrower therefor at a rate per annum equal to the Base Rate as in effect from time to time plus the Applicable Margin as in effect from time to time for Revolving Loans that are maintained as Base Rate Loans; provided, however, to the extent such amounts are not reimbursed prior to 1:00 P.M. (New York time) on the third Business Day following notice to the receipt by the Borrower by the Administrative Agent or the respective Issuing Lender of notice of such payment or disbursementdisbursement or following the occurrence of a Default or an Event of Default under Section 11.05 with respect to the Borrower, interest shall thereafter accrue on the amounts so paid or disbursed by such Issuing Lender (and until reimbursed by the respective Account PartyBorrower) at a rate per annum which shall be (x) in the case of Dollar Denominated Letters of Credit, Sterling Denominated Letters of Credit, equal to the Base Rate as in effect from time to time plus the Applicable Margin for Revolving Loans in each case that are maintained as Base Rate Loans, Loans as in effect from time to time plus 2% and (y) in the case of Euro Denominated Letters of Credit, the Overnight Euro Rate in effect from time to time plus the Applicable Margin for Euro Denominated Loans as in effect from time to time plus any Mandatory Costs plus 2%, in each with such case, with interest to be payable on demand, provided further, that it is understood and agreed, however, that the notices referred to above in this clause (a) and in the immediately preceding proviso shall not be required to be given if a Default or an Event of Default under Section 11.05 shall have occurred and be continuing (in which case the Unpaid Drawings shall be due and payable immediately without presentment, demand, protest or notice of any kind (all of which are hereby waived by each Credit Party) and shall bear interest at the rate provided in the foregoing proviso on and after the third Business Day following the respective Drawing). The respective Each Issuing Lender shall give the Borrower prompt written notice of each Drawing under any Letter of Credit, Credit issued by it; provided that the failure to give, or any delay in giving, give any such notice shall in no way affect, impair or diminish the Borrower’s obligations under this Agreementhereunder.

Agreement to Repay Letter of Credit Drawings. (a) The Borrower hereby agrees to reimburse each Issuing Lender, the Letter of Credit Issuer by making payment in Dollars to the Administrative Agent for the account of the Letter of Credit Issuer in immediately available funds at the Payment Officefunds, for any payment or disbursement made by such Issuing Lender the Letter of Credit Issuer under any Letter of Credit issued by it (each such amount, amount so paid until reimbursed by the Borrowerreimbursed, an “Unpaid Drawing”), by making payment in Dollars ) (in the case of all Dollar Denominated Letters of Credit), Euros (in the case of Euro Denominated Letters of Crediti) or Sterling (in the case of Sterling Denominated Letters of Credit) not later than within one Business Day following receipt by of the Borrower of notice date of such payment or disbursement if the Borrower receives notice from the Letter of Credit Issuer of such payment or disbursement prior to 11:00 a.m. (provided that no Dallas, Texas time) on such next succeeding Business Day (from the date of such payment or disbursement) or (ii) if such notice shall be is received after such time, on the next Business Day following the date of receipt of such notice (such required to be given if a Default date for reimbursement under clause (a) or an Event of Default under Section 11.05 shall have occurred and be continuing(ii), in which case as applicable, on such Business Day (the Unpaid Drawing shall be due and payable immediately without presentment, demand, protest or notice of any kind (all of which are hereby waived by the Borrower“Reimbursement Date”)), with interest on the amount so paid or disbursed by such Issuing Lenderthe Letter of Credit Issuer, to the extent not reimbursed prior to 1:00 P.M. (New York City time) on from and including the date of such payment or disbursement, from and including the date paid or disbursed disbursement to but excluding the date such Issuing Lender was reimbursed by Reimbursement Date, at the Borrower therefor at a rate per annum rate for each day equal to the Base Rate rate described in Section 2.8(a); provided that, notwithstanding anything contained in this Agreement to the contrary, with respect to any Letter of Credit, (A) unless the Borrower shall have notified the Administrative Agent and the Letter of Credit Issuer prior to 11:00 a.m. (Dallas, Texas time) on the Reimbursement Date that the Borrower intends to reimburse the Letter of Credit Issuer for the amount of such drawing with funds other than the proceeds of Loans, the Borrower shall be deemed to have given a Notice of Borrowing requesting that the Lenders make Loans (which shall be ABR Loans) on the Reimbursement Date in an amount equal to the amount at such drawing, and (B) the Administrative Agent shall promptly notify each L/C Participant of such drawing and the amount of its Loan to be made in respect thereof, and each L/C Participant shall be irrevocably obligated to make a Loan to the Borrower in the manner deemed to have been requested in the amount of its Commitment Percentage of the applicable Unpaid Drawing by 12:00 noon (Dallas, Texas time) on such Reimbursement Date by making the amount of such Loan available to the Administrative Agent. Such Loans made in respect of such Unpaid Drawing on such Reimbursement Date shall be made without regard to the limits of Section 2.2 and without regard to the satisfaction of the conditions set forth in Section 7. The Administrative Agent shall use the proceeds of such Loans solely for purpose of reimbursing the Letter of Credit Issuer for the related Unpaid Drawing. In the event that the Borrower fails to Cash Collateralize any Letter of Credit that is outstanding on the Maturity Date, the full amount of the Letters of Credit Outstanding in respect of such Letter of Credit shall be deemed to be an Unpaid Drawing subject to the provisions of this Section 3.4 except that the Letter of Credit Issuer shall hold the proceeds received from the Lenders as contemplated above as cash collateral for such Letter of Credit to reimburse any Drawing under such Letter of Credit and shall use such proceeds first, to reimburse itself for any Drawings made in effect from time to time plus respect of such Letter of Credit following the Applicable Margin as in effect from time to time for Revolving Loans that are maintained as Base Rate Loans; providedL/C Maturity Date, howeversecond, to the extent such amounts are Letter of Credit expires or is returned undrawn while any such cash collateral remains, to the repayment of obligations in respect of any Loans that have not reimbursed prior to 1:00 P.M. (New York time) on the third Business Day following notice been paid at such time and third, to the Borrower or as otherwise directed by the Administrative Agent or the respective Issuing Lender a court of such payment or disbursement, interest shall thereafter accrue on the amounts so paid or disbursed by such Issuing Lender (and until reimbursed by the respective Account Party) at a rate per annum which shall be (x) in the case of Dollar Denominated Letters of Credit, Sterling Denominated Letters of Credit, the Base Rate in effect from time to time plus the Applicable Margin for Revolving Loans in each case maintained as Base Rate Loans, as in effect from time to time plus 2% and (y) in the case of Euro Denominated Letters of Credit, the Overnight Euro Rate in effect from time to time plus the Applicable Margin for Euro Denominated Loans as in effect from time to time plus any Mandatory Costs plus 2%, in each such case, with interest to be payable on demand, provided further, that it is understood and agreed, however, that the notices referred to above competent jurisdiction. Nothing in this clause (aSection 3.4(a) and in the immediately preceding proviso shall not be required to be given if a Default or an Event of Default under Section 11.05 shall have occurred and be continuing (in which case the Unpaid Drawings shall be due and payable immediately without presentment, demand, protest or notice of any kind (all of which are hereby waived by each Credit Party) and shall bear interest at the rate provided in the foregoing proviso on and after the third Business Day following the respective Drawing). The respective Issuing Lender shall give the Borrower prompt notice of each Drawing under any Letter of Credit, provided that the failure to give, or any delay in giving, any such notice shall in no way affect, impair or diminish affect the Borrower’s obligations under obligation to repay all outstanding Loans when due in accordance with the terms of this Agreement.

Agreement to Repay Letter of Credit Drawings. (a) The Borrower Corporation hereby agrees to reimburse each the respective Issuing LenderBank, by making payment in Dollars and in immediately available funds directly to the Administrative Agent in immediately available funds at the Payment OfficeOffice for the benefit of such Issuing Bank, for any payment or disbursement made by such Issuing Lender Bank under any Letter of Credit issued by it (with each such amountamount so paid, so paid until reimbursed by the Borrowerreimbursed, an “Unpaid Drawing”"UNPAID DRAWING"), by making payment in Dollars (in the case of all Dollar Denominated Letters of Credit), Euros (in the case of Euro Denominated Letters of Credit) or Sterling (in the case of Sterling Denominated Letters of Credit) not later than one the Business Day following receipt by after the Borrower of notice Administrative Agent or such Issuing Bank notifies the Corporation of such payment or disbursement (provided that no such notice shall be required to be given if a Default or an Event of Default under Section 11.05 shall have occurred and be continuing, in which case the Unpaid Drawing shall be due and payable immediately without presentment, demand, protest or notice of any kind (all of which are hereby waived by the Borrower))disbursement, with interest on the amount so paid or disbursed by such Issuing LenderBank, to the extent not reimbursed prior to 1:00 2:00 P.M. (New York City time) ), on the date of such payment or disbursement, from and including the date paid or disbursed to but excluding the date such Issuing Lender was Bank is reimbursed by the Borrower Corporation therefor at a rate per annum equal to PER ANNUM which shall be the Base Rate in effect from time to time PLUS the Applicable Margin for Dollar Revolving Loans maintained as Base Rate Loans as in effect from time to time plus the Applicable Margin as in effect from time to time for Revolving Loans that are maintained as Base Rate Loans; providedtime, howeverPROVIDED, HOWEVER, to the extent such amounts are not reimbursed prior to 1:00 P.M. 12:00 Noon (New York time) on the third Business Day following the receipt of notice to by the Borrower by Corporation from the Administrative Agent or the respective Issuing Lender Bank of such payment or disbursementdisbursement or upon the occurrence of a Default or an Event of Default under Section 10.05, interest shall thereafter accrue on the amounts so paid or disbursed by such Issuing Lender Bank (and until reimbursed by the respective Account PartyCorporation) at a rate per annum PER ANNUM which shall be (x) in the case of Dollar Denominated Letters of Credit, Sterling Denominated Letters of Credit, the Base Rate in effect from time to time plus PLUS the Applicable Margin for Dollar Revolving Loans in each case maintained as Base Rate Loans, as in effect from time to time plus 2% and (y) in the case of Euro Denominated Letters of Credit, the Overnight Euro Rate in effect from time to time plus the Applicable Margin for Euro Denominated Loans as in effect from time to time plus any Mandatory Costs plus PLUS 2%, in each such case, with interest to be payable on demand, provided furtherPROVIDED FURTHER, that it is understood and agreed, however, agreed that the notices notice referred to above in this clause (a) and in the immediately preceding proviso shall not be required to be given if a Default or an Event of Default under Section 11.05 10.05 shall have occurred and be continuing (in which case the Unpaid Drawings shall be due and payable immediately without presentment, demand, protest or notice of any kind (all of which are hereby waived by each Credit Partythe Corporation) and shall bear interest at the rate provided in the foregoing proviso on and after the third Business Day following the respective Drawingproviso). The respective Issuing Lender Bank shall give the Borrower Corporation and the Administrative Agent (if not the Issuing Bank under the respective Letter of Credit) prompt written notice of each Drawing under any Letter of Credit, provided PROVIDED that the failure to give, or any delay in giving, give any such notice shall in no way affect, impair or diminish the Borrower’s Corporation's obligations under this Agreementhereunder.

Agreement to Repay Letter of Credit Drawings. (a) The Borrower hereby agrees to reimburse each Issuing the Lender, by making payment to the Administrative Agent Lender in immediately available funds at the Payment Office, for any payment or disbursement made by such Issuing the Lender under any the Letter of Credit issued by it (each such amount, so paid until reimbursed by the Borrowerreimbursed, an “"Unpaid Drawing”"), by making payment immediately after, and in Dollars (in any event on the case of all Dollar Denominated Letters of Credit)date of, Euros (in the case of Euro Denominated Letters of Credit) or Sterling (in the case of Sterling Denominated Letters of Credit) not later than one Business Day following receipt by the Borrower of notice of such payment or disbursement (provided that no such notice shall be required to be given if a Default or an Event of Default under Section 11.05 shall have occurred and be continuing, in which case the Unpaid Drawing shall be due and payable immediately without presentment, demand, protest or notice of any kind (all of which are hereby waived by the Borrower))disbursement, with interest on the amount so paid or disbursed by such Issuing the Lender, to the extent not reimbursed prior to 1:00 P.M. 12:00 Noon (New York City Stamford, Connecticut time) on the date of such payment or disbursement, from and including the date paid or disbursed to but excluding the date such Issuing the Lender was reimbursed by the Borrower therefor at a rate per annum equal to which shall be the Base Prime Rate as in effect from time to time plus the Applicable Margin as in effect from time to time for Revolving Loans that are maintained as Base Prime Rate Loans; , provided, however, to the extent such amounts are not reimbursed prior to 1:00 P.M. 12:00 Noon (New York Stamford, Connecticut time) on the third Business Day following notice to the receipt by the Borrower by the Administrative Agent or the respective Issuing Lender of notice of such payment or disbursementdisbursement or the occurrence of a Default or an Event of Default under Section 10.5, interest shall thereafter accrue on the amounts so paid or disbursed by such Issuing the Lender (and until reimbursed by the respective Account PartyBorrower) at a rate per annum which shall be (x) in the case of Dollar Denominated Letters of Credit, Sterling Denominated Letters of Credit, the Base Prime Rate in effect from time to time plus the Applicable Margin for Revolving Loans in each case maintained as Base Prime Rate Loans, as in effect from time to time plus 2% and (y) in the case of Euro Denominated Letters of Credit, the Overnight Euro Rate in effect from time to time plus the Applicable Margin for Euro Denominated Loans as in effect from time to time plus any Mandatory Costs plus 2%, in each such case, with interest to be payable on demand, provided further, that it is understood and agreed, however, that the notices referred to above in this clause (a) and in the immediately preceding proviso shall not be required to be given if a Default or an Event of Default under Section 11.05 shall have occurred and be continuing (in which case the Unpaid Drawings shall be due and payable immediately without presentment, demand, protest or notice of any kind (all of which are hereby waived by each Credit Party) and shall bear interest at the rate provided in the foregoing proviso on and after the third Business Day following the respective Drawing). The respective Issuing Lender shall give the Borrower prompt written notice of each Drawing under any the Letter of Credit, provided that the failure to give, or any delay in giving, give any such notice shall in no way affect, impair or diminish the Borrower’s 's obligations under this Agreementhereunder.

Agreement to Repay Letter of Credit Drawings. (a) The Borrower hereby agrees to reimburse (or cause any Subsidiary for whose account a Letter of Credit was issued to reimburse) each Issuing LenderLetter of Credit Issuer, by making payment directly to the Administrative Agent such Letter of Credit Issuer in immediately available funds at the Payment Officepayment office of such Letter of Credit Issuer, for any payment or disbursement made by such Issuing Lender Letter of Credit Issuer under any Letter of Credit issued by it (each such amount, amount so paid or disbursed until reimbursed by the Borrowerreimbursed, an “"Unpaid Drawing”)") immediately after, by making payment and in Dollars (in any event on the case date on which, such Letter of all Dollar Denominated Letters of Credit), Euros (in the case of Euro Denominated Letters of Credit) or Sterling (in the case of Sterling Denominated Letters of Credit) not later than one Business Day following receipt by Credit Issuer notifies the Borrower (or any such Subsidiary for whose account such Letter of notice Credit was issued) of such payment or disbursement (provided that no which notice to the Borrower (or such notice Subsidiary) shall be required to be given if a Default delivered reasonably promptly after any such payment or an Event of Default under Section 11.05 shall have occurred and be continuing, in which case the Unpaid Drawing shall be due and payable immediately without presentment, demand, protest or notice of any kind (all of which are hereby waived by the Borrower)disbursement), with interest on the amount so paid or disbursed by such Issuing LenderLetter of Credit Issuer, to the extent not reimbursed prior to 1:00 P.M. (New York City timelocal time at the payment office of the Letter of Credit Issuer) on the date of such payment or disbursement, from and including the date paid or disbursed to but excluding not including the date such Issuing Lender was Letter of Credit Issuer is reimbursed by the Borrower therefor at a rate per annum equal to the Base Rate as in effect from time to time plus the Applicable Margin as in effect from time to time for Revolving Loans that are maintained as Base Rate Loans; provided, however, to the extent such amounts are not reimbursed prior to 1:00 P.M. (New York time) on the third Business Day following notice to the Borrower by the Administrative Agent or the respective Issuing Lender of such payment or disbursement, interest shall thereafter accrue on the amounts so paid or disbursed by such Issuing Lender (and until reimbursed by the respective Account Party) at a rate per annum which shall be the rate then applicable to MPP Revolving Loans which are Base Rate Loans (x) plus an additional 2% per annum if not reimbursed by the third Business Day after the date of such payment or disbursement), in the case of Dollar Denominated Letters payments or disbursements related to Allocated MPP Letter of CreditCredit Outstandings, Sterling Denominated Letters of Credit, or the rate then applicable to DPP Revolving Loans which are Base Rate in effect from time to time Loans (plus the Applicable Margin for Revolving Loans in each case maintained as Base Rate Loans, as in effect from time to time plus an additional 2% and (y) per annum if not reimbursed by the third Business Day after the date of such payment or disbursement), in the case of Euro Denominated Letters payments or disbursements related to Allocated DPP Letter of CreditCredit Outstandings, the Overnight Euro Rate in effect from time to time plus the Applicable Margin for Euro Denominated Loans as in effect from time to time plus any Mandatory Costs plus 2%, in each such case, with interest also to be payable on demand, provided further, that it is understood and agreed, however, that the notices referred to above in this clause (a) and in the immediately preceding proviso shall not be required to be given if a Default or an Event of Default under Section 11.05 shall have occurred and be continuing (in which case the Unpaid Drawings shall be due and payable immediately without presentment, demand, protest or notice of any kind (all of which are hereby waived by each Credit Party) and shall bear interest at the rate provided in the foregoing proviso on and after the third Business Day following the respective Drawing). The respective Issuing Lender shall give the Borrower prompt notice of each Drawing under any Letter of Credit, provided that the failure to give, or any delay in giving, any such notice shall in no way affect, impair or diminish the Borrower’s obligations under this Agreement.

Agreement to Repay Letter of Credit Drawings. (a) The US Borrower hereby agrees to reimburse each the respective Issuing Lender, by making payment to the Administrative Agent Payments Administrator in immediately available funds in Dollars (or, in the case of any payment or disbursement made by such Issuing Lender in a currency other than Dollars, of the US Dollar Equivalent of such payment or disbursement) at the Payment Office, for any payment or disbursement made by such Issuing Lender under any Letter of Credit issued by it (each such amount, so paid until reimbursed by or repaid with the Borrowerproceeds of a Revolving Loan in accordance with the terms hereof, an “"Unpaid Drawing”"), by making payment in Dollars (in the case of all Dollar Denominated Letters of Credit), Euros (in the case of Euro Denominated Letters of Credit) or Sterling (in the case of Sterling Denominated Letters of Credit) not no later than one three Business Day following receipt by Days after the Borrower of notice date of such payment or disbursement (provided that no such notice shall be required to be given if a Default or an Event of Default under Section 11.05 shall have occurred and be continuing, in which case the Unpaid Drawing shall be due and payable immediately without presentment, demand, protest or notice of any kind (all of which are hereby waived by the Borrower))disbursement, with interest on the amount so paid or disbursed by such Issuing Lender, to the extent not reimbursed prior to 1:00 P.M. 12:00 Noon (New York City time) on the date of such payment or disbursement, from and including the date paid or disbursed to but excluding the date such Issuing Lender was reimbursed by the US Borrower therefor at a rate per annum equal to which shall be the Base Rate as in effect from time to time plus the Applicable Margin as in effect from time to time for Revolving Loans that are maintained as Base Rate Loans; provided, however, to the extent such amounts are not reimbursed prior to 1:00 P.M. 12:00 Noon (New York time) on the third fifth Business Day following the notice to the Borrower by the Administrative Agent or the respective Issuing Lender of such payment or disbursement, interest shall thereafter accrue on the amounts so paid or disbursed by such Issuing Lender (and until reimbursed by the respective Account PartyUS Borrower) at a rate per annum which shall be (x) in the case of Dollar Denominated Letters of Credit, Sterling Denominated Letters of Credit, the Base Rate in effect from time to time plus the Applicable Margin for Revolving Loans in each case maintained as Base Rate Loans, as in effect from time to time plus 2% and (y) in the case of Euro Denominated Letters of Credit, the Overnight Euro Rate in effect from time to time plus the Applicable Margin for Euro Denominated Loans as in effect from time to time plus any Mandatory Costs plus 2%, in each such case, with interest to be payable on demand, ; provided further, that it is understood and agreed, however, that even if the notices referred conditions to above Borrowing set forth herein are not met, the relevant Borrower may request in this clause (a) and in accordance with Section 1.02 that the immediately preceding proviso shall not be payments required to be given if made under this Section 2.04(a) be made from the proceeds of a Default or Base Rate Loan in an Event of Default under Section 11.05 shall have occurred and be continuing (in which case equivalent amount, and, to the Unpaid Drawings extent so made, the US Borrower's obligations to make such payments shall be due and payable immediately without presentment, demand, protest or notice of any kind (all of which are hereby waived by each Credit Party) and shall bear interest at the rate provided in the foregoing proviso on and after the third Business Day following the respective Drawing)discharged. The respective Issuing Lender shall give the US Borrower prompt notice of each Drawing under any Letter of Credit, provided that the failure to give, or any delay in giving, give any such notice shall in no way affect, impair or diminish the Borrower’s Borrowers' obligations under this Agreementhereunder.

Agreement to Repay Letter of Credit Drawings. (a) The Borrower agrees to reimburse each Issuing Lender, by making payment to the Administrative Agent in immediately available funds at the Payment Office, for any payment or disbursement made by such Issuing Lender under any Letter of Credit issued by it (each such amount, so paid until reimbursed by the Borrowerreimbursed, an “"Unpaid Drawing”"), by making payment in Dollars (in the case of all Dollar Denominated Letters of Credit), Euros (in the case of Euro Denominated Letters of Credit) or Sterling (in the case of Sterling Denominated Letters of Credit) not later than one Business Day following receipt by the Borrower of notice of such payment or disbursement (provided that no such notice shall be required to be given if a Default or an Event of Default under Section 11.05 10.05 shall have occurred and be continuing, in which case the Unpaid Drawing shall be due and payable immediately without presentment, demand, protest or notice of any kind (all of which are hereby waived by the Borrower)), with interest on the amount so paid or disbursed by such Issuing Lender, to the extent not reimbursed prior to 1:00 P.M. 12:00 Noon (New York City time) on the date of such payment or disbursement, from and including the date paid or disbursed to but excluding the date such Issuing Lender was reimbursed by the Borrower therefor at a rate per annum equal to the Base Rate as in effect from time to time plus the Applicable Margin as in effect from time to time for Revolving Term Loans that are maintained as Base Rate Loans; provided, however, to the extent such amounts are not reimbursed prior to 1:00 P.M. 12:00 Noon (New York time) on the third Business Day following notice to the receipt by the Borrower by the Administrative Agent or the respective Issuing Lender of notice of such payment or disbursementdisbursement or following the occurrence of a Default or an Event of Default under Section 10.05, interest shall thereafter accrue on the amounts so paid or disbursed by such Issuing Lender (and until reimbursed by the respective Account PartyBorrower) at a rate per annum which shall be (x) in the case of Dollar Denominated Letters of Credit, Sterling Denominated Letters of Credit, equal to the Base Rate in effect from time to time plus the Applicable Margin for Revolving Term Loans in each case that are maintained as Base Rate Loans, Loans as in effect from time to time plus 2% and (y) in the case of Euro Denominated Letters of Credit, the Overnight Euro Rate in effect from time to time plus the Applicable Margin for Euro Denominated Loans as in effect from time to time plus any Mandatory Costs plus 2%, in each with such case, with interest to be payable on demand, provided further, that it is understood and agreed, however, that the notices referred to above in this clause (a) and in the immediately preceding proviso shall not be required to be given if a Default or an Event of Default under Section 11.05 shall have occurred and be continuing (in which case the Unpaid Drawings shall be due and payable immediately without presentment, demand, protest or notice of any kind (all of which are hereby waived by each Credit Party) and shall bear interest at the rate provided in the foregoing proviso on and after the third Business Day following the respective Drawing). The respective Each Issuing Lender shall give the Borrower prompt written notice of each Drawing under any Letter of CreditCredit issued by it, provided that the failure to give, or any delay in giving, give any such notice shall in no way affect, impair or diminish the Borrower’s 's obligations under this Agreementhereunder.

Agreement to Repay Letter of Credit Drawings. (a) The Borrower hereby agrees to reimburse each Issuing Lenderthe Letter of Credit Issuer in Dollars with respect to any drawing under any Letter of Credit, by making payment payment, whether with its own funds, with the proceeds of Revolving Credit Loans or any other source, to the Administrative Agent for the account of the Letter of Credit Issuer in immediately available funds at the Payment Officefunds, for any payment or disbursement made by such Issuing Lender the Letter of Credit Issuer under any Letter of Credit issued by it (with respect to each such amount, amount so paid under a Letter of Credit until reimbursed by the Borrowerreimbursed, an “Unpaid Drawing”), by making payment in Dollars ) (in the case of all Dollar Denominated Letters of Credit), Euros (in the case of Euro Denominated Letters of Crediti) or Sterling (in the case of Sterling Denominated Letters of Credit) not later than within one Business Day following receipt by after the Borrower of notice date of such payment or disbursement (provided that no or within two Business Days from such date of payment or disbursement, if the aggregate Revolving Credit Exposures of the applicable Class of Lenders equals the Total Revolving Credit Commitments of such Class of Lenders on the date of payment or disbursement), if the Letter of Credit Issuer provides notice to the Borrower of such payment or disbursement prior to 11:00 a.m. (New York City time) on such next succeeding Business Day after the date of such payment or disbursement or (ii) if such notice shall be is received after such time, on the next Business Day from the receipt of such notice (or within two Business Days from the receipt of such notice, if the aggregate Revolving Credit Exposures of the applicable Class of Lenders equals the Total Revolving Credit Commitments of such Class of Lenders on the date of payment or disbursement) following the date of receipt of such notice (such required to be given if a Default date for reimbursement under clause (i) or an Event of Default under Section 11.05 shall have occurred and be continuing(ii), in which case as applicable (the Unpaid Drawing shall be due and payable immediately without presentment, demand, protest or notice of any kind (all of which are hereby waived by the Borrower)“Required Reimbursement Date”), with interest on the amount so paid or disbursed by such Issuing LenderLetter of Credit Issuer, from and including the date of such payment or disbursement to but excluding the Required Reimbursement Date, at the per annum rate for each day equal to the extent not reimbursed rate described in Section 2.8(a); provided that, notwithstanding anything contained in this Agreement to the contrary, with respect to any Letter of Credit, (i) unless the Borrower shall have notified the Administrative Agent and the Letter of Credit Issuer prior to 1:00 P.M. 12:00 noon (New York City time) on the date Required Reimbursement Date that the Borrower intends to reimburse the Letter of Credit Issuer for the amount of such drawing with funds other than the proceeds of Revolving Credit Loans, the Borrower shall be deemed to have given a Notice of Borrowing requesting that the Lenders with Revolving Credit Commitments make Revolving Credit Loans (which shall be Base Rate Loans) on the Required Reimbursement Date in an amount equal to the amount of such drawing, and (ii) the Administrative Agent shall promptly notify each Letter of Credit Participant of such drawing and the amount of its Revolving Credit Loan to be made in respect thereof, and each Letter of Credit Participant shall be irrevocably obligated to make a Revolving Credit Loan to the Borrower in the manner deemed to have been requested in the amount of its Revolving Credit Commitment Percentage of the applicable Unpaid Drawing by 1:00 p.m. (New York City time) on such Required Reimbursement Date by making the amount of such Revolving Credit Loan available to the Administrative Agent. Such Revolving Credit Loans made in respect of such Unpaid Drawing on such Required Reimbursement Date shall be made without regard to the Minimum Borrowing Amount and without regard to the satisfaction of the conditions set forth in Section 7. The Administrative Agent shall use the proceeds of such Revolving Credit Loans solely for the purpose of reimbursing the Letter of Credit Issuer for the related Unpaid Drawing. If and to the extent such Letter of Credit Participant shall not have so made its Revolving Credit Commitment Percentage of the amount of such payment available to the Administrative Agent for the account of the Letter of Credit Issuer, or disbursementthat in the sole judgment of the Letter of Credit Issuer, from and including such Revolving Credit Loan cannot for any reason be made on the date paid or disbursed otherwise required above (including as a result of the commencement of a proceeding under any Debtor Relief Law in respect of the Borrower), each Letter of Credit Participant hereby agrees that its participation in such Unpaid Drawing shall remain outstanding in lieu of funding its portion of such Revolving Credit Loan and such Letter of Credit Participant agrees to but excluding pay to the Administrative Agent for the account of the Letter of Credit Issuer, forthwith on demand, such amount, together with interest thereon for each day from such date until the date such Issuing Lender was reimbursed by amount is paid to the Borrower therefor Administrative Agent for the account of the Letter of Credit Issuer at a rate per annum equal to the Base greater of the Federal Funds Rate as in effect from time to time plus the Applicable Margin as in effect from time to time for Revolving Loans that are maintained as Base Rate Loans; provided, however, to the extent such amounts are not reimbursed prior to 1:00 P.M. (New York time) on the third Business Day following notice to the Borrower and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation, plus any administrative, processing or the respective Issuing Lender of such payment or disbursement, interest shall thereafter accrue on the amounts so paid or disbursed by such Issuing Lender (and until reimbursed similar fees customarily charged by the respective Account Party) at a rate per annum which shall be (x) Letter of Credit Issuer in connection with the case of Dollar Denominated Letters of Credit, Sterling Denominated Letters of Credit, the Base Rate in effect from time to time plus the Applicable Margin for Revolving Loans in each case maintained as Base Rate Loans, as in effect from time to time plus 2% and (y) in the case of Euro Denominated Letters of Credit, the Overnight Euro Rate in effect from time to time plus the Applicable Margin for Euro Denominated Loans as in effect from time to time plus any Mandatory Costs plus 2%, in each such case, with interest to be payable on demand, provided further, that it is understood and agreed, however, that the notices referred to above in this clause (a) and in the immediately preceding proviso shall not be required to be given if a Default or an Event of Default under Section 11.05 shall have occurred and be continuing (in which case the Unpaid Drawings shall be due and payable immediately without presentment, demand, protest or notice foregoing. The failure of any kind (all Letter of which are hereby waived by each Credit Party) and shall bear interest at Participant to make available to the rate provided in Administrative Agent for the foregoing proviso on and after account of the third Business Day following the respective Drawing). The respective Issuing Lender shall give the Borrower prompt notice Letter of each Drawing Credit Issuer its Revolving Credit Commitment Percentage of any payment under any Letter of CreditCredit shall not relieve any other Letter of Credit Participant of its obligation hereunder to make available to the Administrative Agent for the account of the Letter of Credit Issuer its Revolving Credit Commitment Percentage of any payment under such Letter of Credit on the date required, provided that as specified above, but no Letter of Credit Participant shall be responsible for the failure of any other Letter of Credit Participant to give, or any delay in giving, make available to the Administrative Agent such other Letter of Credit Participant’s Revolving Credit Commitment Percentage of any such notice shall in no way affect, impair or diminish the Borrower’s obligations under this Agreement.payment. 110

Agreement to Repay Letter of Credit Drawings. (a) The Borrower agrees to reimburse each Issuing Lender, by making payment in Dollars to the Administrative Agent in immediately available funds funds, and with respect to Letters of Credit denominated in Alternative Currencies, in Dollars in an amount specified by the Administrative Agent, in conjunction with the applicable Issuing Lender, determined by the Administrative Agent and such Issuing Lender in their reasonable discretion, at the Payment Office, for any payment or disbursement made by such Issuing Lender under any Letter of Credit issued by it (each such amount, so paid until reimbursed by the Borrowerreimbursed, an “Unpaid Drawing”), by making payment in Dollars (in the case of all Dollar Denominated Letters of Credit), Euros (in the case of Euro Denominated Letters of Credit) or Sterling (in the case of Sterling Denominated Letters of Credit) not later than one Business Day following receipt by (i) if Borrower and the Borrower of Administrative Agent shall have received notice of such payment or disbursement from the Issuing Lender prior to 11:00 a.m. (New York time) on any Business Day, then by 2:00 p.m. (New York time) on such Business Day on which such Issuing Lender notifies the Borrower and the Administrative Agent of the date and amount of such payment or disbursement or (ii) otherwise, by 11:00 a.m. (New York time) on the Business Day immediately following the day that the Borrower and the Administrative Agent shall have received such notice from the Issuing Lender (provided that no such notice shall be required to be given if a Default or an Event of Default under Section 11.05 shall have occurred and be continuing, in which case the Unpaid Drawing shall be due and payable immediately without presentment, demand, protest or notice of any kind (all of which are hereby waived by the Borrower)), with interest on the amount so paid or disbursed by such Issuing Lender, to the extent not reimbursed prior to 1:00 P.M. (New York City time) on the date of such payment or disbursementtimes set forth above, from and including the date paid or disbursed to but excluding the date such Issuing Lender was reimbursed by the Borrower therefor at a rate per annum equal to the Base Rate Rate, as in effect from time to time time, plus the Applicable Margin as in effect from time to time for Revolving Loans that are maintained as Base Rate Loansminus 1.00%; provided, however, to the extent such amounts are not reimbursed prior to 1:00 P.M. 11:00 a.m. (New York time) on the third Business Day following notice to the receipt by the Borrower by the Administrative Agent or the respective Issuing Lender of notice of such payment or disbursementdisbursement or following the occurrence of a Default or an Event of Default under Section 11.05, interest shall thereafter accrue on the amounts so paid or disbursed by such Issuing Lender (and until reimbursed by the respective Account PartyBorrower) at a rate per annum which shall be (x) in the case of Dollar Denominated Letters of Credit, Sterling Denominated Letters of Credit, equal to the Base Rate in effect from time to time plus the Applicable Margin for Revolving Loans in each case maintained as Base Rate Loans, as in effect from time to time plus 2% and (y) in the case of Euro Denominated Letters of Credit, the Overnight Euro Rate in effect from time to time plus the Applicable Margin for Euro Denominated Loans as in effect from time to time plus any Mandatory Costs plus 21%, in each with such case, with interest to be payable on demand, provided further, that it is understood and agreed, however, that the notices referred to above in this clause (a) and in the immediately preceding proviso shall not be required to be given if a Default or an Event of Default under Section 11.05 shall have occurred and be continuing (in which case the Unpaid Drawings shall be due and payable immediately without presentment, demand, protest or notice of any kind (all of which are hereby waived by each Credit Party) and shall bear interest at the rate provided in the foregoing proviso on and after the third Business Day following the respective Drawing). The respective Each Issuing Lender shall give the Borrower prompt written notice of each Drawing under any Letter of CreditCredit issued by it, provided that the failure to give, or any delay in giving, give any such notice shall in no way affect, impair or diminish the Borrower’s obligations under this Agreementhereunder. Notwithstanding the foregoing, the Borrower may, subject to the conditions to borrowing set forth herein, request in accordance with Section 2.03 that such payment be financed with a Base Rate Loan in an amount equal to the Unpaid Drawing and, to the extent so financed, the Borrower’s obligation to make such payment shall be discharged and replaced by the resulting Base Rate Loan.

Agreement to Repay Letter of Credit Drawings. (a) The Borrower agrees Borrowers jointly and severally agree to reimburse each Issuing LenderBank, by making payment to the Administrative Agent in immediately available funds at the Payment Officefunds, for any payment or disbursement made by such Issuing Lender Bank under any Letter of Credit issued by it (each such amountit, so paid until reimbursed by the Borrower, an “Unpaid Drawing”), by making payment in Dollars (in the case of all Dollar Denominated Letters of Credit), Euros (in the case of Euro Denominated Letters of Credit) or Sterling (in the case of Sterling Denominated Letters of Credit) not later than one Business Day following receipt by the Borrower Funds Administrator of notice of such payment or disbursement (provided that no such notice shall be required to be given if a Default or an Event of Default under Section 11.05 shall have occurred and be continuing, in which case the Unpaid Drawing shall be due and payable immediately without presentment, demand, protest or notice of any kind (all of which are hereby waived by the Borrower))disbursement, with interest on the amount so paid or disbursed by such Issuing LenderBank, to the extent not reimbursed prior to 1:00 P.M. (New York City time) 12:00 Noon on the date of such payment or disbursement, from and including the date paid or disbursed to but excluding the date such Issuing Lender Bank was reimbursed by the Borrower Borrowers therefor at a rate per annum equal to the Base Prime Lending Rate as in effect from time to time plus the Applicable Margin as in effect from time to time for Revolving Loans that are maintained as Base Rate LoansPLUS one and one-half percent (1.50%); providedPROVIDED, howeverthat, to the extent such amounts are not reimbursed prior to 1:00 P.M. (New York time) 12:00 Noon on the third Business Day following notice to the Borrower receipt by the Administrative Agent or the respective Issuing Lender Funds Administrator of notice of such payment or disbursementdisbursement or following the occurrence and during the continuance of a Default or an Event of Default, interest shall thereafter accrue on the amounts so paid or disbursed by such the Issuing Lender Bank (and until reimbursed by the respective Account PartyBorrowers) at a rate per annum which shall be (x) in equal to the case of Dollar Denominated Letters of Credit, Sterling Denominated Letters of Credit, the Base Prime Lending Rate in effect from time to time plus the Applicable Margin for Revolving Loans in each case maintained as Base Rate Loans, as in effect from time to time plus 2% PLUS one and one-half percent (y1.50%) in the case of Euro Denominated Letters of Credit, the Overnight Euro Rate in effect from time to time plus the Applicable Margin for Euro Denominated Loans as in effect from time to time plus any Mandatory Costs plus 2PLUS two percent (2.00%, in each such case), with such interest to be payable on demand, provided further, that it is understood and agreed, however, that the notices referred to above in this clause (a) and in the immediately preceding proviso shall not be required to be given if a Default or an Event of Default under Section 11.05 shall have occurred and be continuing (in which case the Unpaid Drawings shall be due and payable immediately without presentment, demand, protest or notice of any kind (all of which are hereby waived by each Credit Party) and shall bear interest at the rate provided in the foregoing proviso on and after the third Business Day following the respective Drawing). The respective Issuing Lender Bank shall give the Borrower Funds Administrator prompt written notice of each Drawing under any Letter of CreditCredit issued by it, provided PROVIDED, that the failure to give, or any delay in giving, give any such notice shall in no way affect, impair or diminish the any Borrower’s 's obligations under this Agreementhereunder.

Agreement to Repay Letter of Credit Drawings. (a) The Each Borrower hereby agrees to reimburse each Issuing Lenderthe relevant Letter of Credit Issuer, by making payment in the currency in which the relevant Letter of Credit is issued, to the Administrative Agent in immediately available funds at the Payment Officefunds, for any payment or disbursement made by such Issuing Lender the Letter of Credit Issuer under any Letter of Credit issued by it (each such amount, amount so paid until reimbursed by the Borrowerreimbursed, an “Unpaid Drawing”), by making payment in Dollars (in the case of all Dollar Denominated Letters of Credit), Euros (in the case of Euro Denominated Letters of Credit) or Sterling (in the case of Sterling Denominated Letters of Credit) not no later than one the date that is three (3) Business Day following receipt by Days after the date on which the relevant Borrower of receives notice of such payment or disbursement (provided that no such notice shall be required to be given if a Default or an Event of Default under Section 11.05 shall have occurred and be continuing, in which case the Unpaid Drawing shall be due and payable immediately without presentment, demand, protest or notice of any kind (all of which are hereby waived by the Borrower)“Reimbursement Date”), with interest on the amount so paid or disbursed by such Issuing Lenderthe Letter of Credit Issuer, to the extent not reimbursed prior to 1:00 P.M. (New York City time) 5:00 p.m. on the date of such payment or disbursement, from and including the date paid on which such payment or disbursed disbursement was made by the Letter of Credit Issuer to but excluding the date such Issuing Lender was the Letter of Credit Issuer is reimbursed by the Borrower therefor at a rate per annum equal to that shall at all times be the Base Rate Applicable ABR Margin plus ABR as in effect from time to time plus time; provided that, notwithstanding anything contained in this Agreement to the Applicable Margin contrary, (i) unless the relevant Borrower shall have notified the Administrative Agent and the relevant Letter of Credit Issuer prior to 10:00 a.m. at least two (2) Business Days prior to the Reimbursement Date that such Borrower intends to reimburse the relevant Letter of Credit Issuer for the amount of such drawing with funds other than the proceeds of Loans, such Borrower shall be deemed to have given a Notice of Borrowing requesting that, with respect to Letters of Credit, the Lenders make Loans on the Reimbursement Date in US Dollars in the amount of such Unpaid Drawing which Loans, shall be ABR Loans; and (ii) the Administrative Agent shall promptly notify each relevant L/C Participant of such drawing and the amount of its Loan to be made on the Reimbursement Date in respect thereof, and each L/C Participant shall be obligated to make a Loan to the relevant Borrower in the manner deemed to have been requested in the amount of its Commitment Percentage of the applicable Unpaid Drawing by 12:00 noon on such Reimbursement Date by making the amount of such Loan available to the Administrative Agent if, and only if, there are Available Commitments sufficient to make such Loan and the conditions set forth in Section 7 (other than the delivery of a Notice of Borrowing) shall be satisfied. Such Loans shall be made without regard to the Minimum Borrowing Amount or multiples. The initial interest period for any LIBOR Loan made pursuant to this Section 3.4 shall be one (1) month. The Administrative Agent shall use the proceeds of such Loans solely for purpose of reimbursing the Letter of Credit Issuer for the related Unpaid Drawing. In the event that the Borrower fails to Cash Collateralize any Letter of Credit that is outstanding on the L/C Maturity Date, the full amount of the Letters of Credit Outstanding in respect of such Letter of Credit shall be deemed to be an Unpaid Drawing subject to the provisions of this Section 3.4 except that the Letter of Credit Issuer shall hold the proceeds received from the L/C Participants as contemplated above as cash collateral for such Letter of Credit to reimburse any Unpaid Drawing under such Letter of Credit and shall use such proceeds first, to reimburse itself for any Unpaid Drawings made in effect from time to time for Revolving Loans that are maintained as Base Rate Loans; providedrespect of such Letter of Credit following the L/C Maturity Date, howeversecond, to the extent such amounts are Letter of Credit expires or is returned undrawn while any such cash collateral remains, to the repayment of obligations in respect of any Loans that have not reimbursed prior to 1:00 P.M. (New York time) on the third Business Day following notice been paid at such time and third, to the Borrower or as otherwise directed by the Administrative Agent or the respective Issuing Lender a court of such payment or disbursement, interest shall thereafter accrue on the amounts so paid or disbursed by such Issuing Lender (and until reimbursed by the respective Account Party) at a rate per annum which shall be (x) in the case of Dollar Denominated Letters of Credit, Sterling Denominated Letters of Credit, the Base Rate in effect from time to time plus the Applicable Margin for Revolving Loans in each case maintained as Base Rate Loans, as in effect from time to time plus 2% and (y) in the case of Euro Denominated Letters of Credit, the Overnight Euro Rate in effect from time to time plus the Applicable Margin for Euro Denominated Loans as in effect from time to time plus any Mandatory Costs plus 2%, in each such case, with interest to be payable on demand, provided further, that it is understood and agreed, however, that the notices referred to above in this clause (a) and in the immediately preceding proviso shall not be required to be given if a Default or an Event of Default under Section 11.05 shall have occurred and be continuing (in which case the Unpaid Drawings shall be due and payable immediately without presentment, demand, protest or notice of any kind (all of which are hereby waived by each Credit Party) and shall bear interest at the rate provided in the foregoing proviso on and after the third Business Day following the respective Drawing). The respective Issuing Lender shall give the Borrower prompt notice of each Drawing under any Letter of Credit, provided that the failure to give, or any delay in giving, any such notice shall in no way affect, impair or diminish the Borrower’s obligations under this Agreementcompetent jurisdiction.

Agreement to Repay Letter of Credit Drawings. (a) The Borrower hereby agrees to reimburse each the respective Issuing Lender, by making payment in Dollars (or, to the extent that the respective Letter of Credit is denominated in an Alternative Currency, the Dollar Equivalent of the respective payment or disbursement, as determined by the respective Issuing Lender on the date of such payment or disbursement) to the Administrative Agent in immediately available funds at the Payment Office, for any payment or disbursement made by such Issuing Lender under any Letter of Credit issued by it for the account of the Borrower (each such amountamount (or the Dollar Equivalent thereof, as the case may be) so paid until reimbursed by the Borrower, an “"Unpaid Drawing”"), by making payment in Dollars (in the case of all Dollar Denominated Letters of Credit), Euros (in the case of Euro Denominated Letters of Credit) or Sterling (in the case of Sterling Denominated Letters of Credit) not later than one Business Day following receipt by after the Administrative Agent or the respective Issuing Lender notifies the Borrower of notice of such payment or disbursement (provided that no such notice shall be required to be given if a Default or an Event of Default under Section 11.05 shall have occurred and be continuing, in which case the Unpaid Drawing shall be due and payable immediately without presentment, demand, protest or notice of any kind (all of which are hereby waived by the Borrower))disbursement, with interest on the amount so paid or disbursed by such Issuing Lender, to the extent not reimbursed prior to 1:00 P.M. 12:00 Noon (New York City time) ), on the date of such payment or disbursement, from and including the date paid or disbursed to but excluding the date such Issuing Lender was is reimbursed by the Borrower therefor at a rate per annum equal to which shall be the Base Rate as in effect from time to time plus the Applicable Margin for (x) Revolving Loans maintained as Base Rate Loans in the case of an RL Letter of Credit as in effect from time to time for Revolving and (y) CL Loans that are maintained as Base Rate LoansLoans in the case of a CL Letter of Credit; provided, however, (A) to the extent that such amounts are not reimbursed prior to 1:00 P.M. 12:00 Noon (New York time) on the third Business Day following notice to the Borrower by the Administrative Agent or the respective Issuing Lender of such payment or disbursement, interest shall thereafter accrue on the amounts so paid or disbursed by such Issuing Lender (and until reimbursed by the respective Account PartyBorrower) at a rate per annum which shall be (x) in the case of Dollar Denominated Letters of Credit, Sterling Denominated Letters of Credit, the Base Rate in effect from time to time plus the Applicable Margin for (x) Revolving Loans in each case maintained as Base Rate Loans, Loans in the case of an RL Letter of Credit as in effect from time to time and (y) CL Loans maintained as Base Rate Loans in the case of a CL Letter of Credit, in each case plus 2% and (yB) in the case of Euro Denominated Letters of Credit, the Overnight Euro Rate in effect from time to time plus the Applicable Margin for Euro Denominated Loans as in effect from time to time plus any Mandatory Costs plus 2%, in each such case, with interest to be payable on demand, provided further, that it is understood and agreed, however, agreed that the notices referred to above in this clause (a) and (including in the immediately preceding proviso sub-clause (A) of this proviso) shall not be required to be given if a Default or an Event of Default under Section 11.05 10.05 shall have occurred and be continuing with respect to the Borrower (in which case the Unpaid Drawings shall be due and payable immediately without presentment, demand, protest or notice of any kind (all of which are hereby waived by each Credit Partythe Borrower) and shall bear interest at the applicable rate provided in the foregoing proviso sub-clause (A) on and after the third Business Day following the respective Drawing). The respective Issuing Lender shall give the Borrower prompt notice of each Drawing under any Letter of Credit, provided that the failure to give, or any delay in giving, any such notice shall in no way affect, impair or diminish the Borrower’s 's obligations under this Agreement.

Agreement to Repay Letter of Credit Drawings. (a) The Borrower hereby agrees to reimburse each Issuing Lender, Letter of Credit Issuer by making payment in Dollars to the Administrative Agent for the account of such Letter of Credit Issuer in immediately available funds at the Payment Officefunds, for any payment or disbursement made by such Issuing Lender Letter of Credit Issuer under any Letter of Credit issued by it (each such amount, amount so paid until reimbursed by the Borrowerreimbursed, an “Unpaid Drawing”), by making payment in Dollars ) (in the case of all Dollar Denominated Letters of Credit), Euros (in the case of Euro Denominated Letters of Crediti) or Sterling (in the case of Sterling Denominated Letters of Credit) not later than within one Business Day following receipt by of the Borrower of notice date of such payment or disbursement if such Letter of Credit Issuer provides notice to the Borrower of such payment or disbursement prior to 11:00 a.m. on such next succeeding Business Day (provided that no from the date of such payment or disbursement) or (ii) if such notice shall be is received after such time, on the next Business Day following the date of receipt of such notice (such required to be given if a Default date for reimbursement under clause (i) or an Event of Default under Section 11.05 shall have occurred and be continuing(ii), in which case as applicable, on such Business Day (the Unpaid Drawing shall be due and payable immediately without presentment, demand, protest or notice of any kind (all of which are hereby waived by the Borrower“Reimbursement Date”)), with interest on the amount so paid or disbursed by such Issuing LenderLetter of Credit Issuer, to the extent not reimbursed prior to 1:00 P.M. (New York City time) on from and including the date of such payment or disbursement, from and including the date paid or disbursed disbursement to but excluding the date such Issuing Lender was reimbursed by Reimbursement Date, at the Borrower therefor at a rate per annum rate for each day equal to the Base Rate rate described in Section 2.8(a); provided that, notwithstanding anything contained in this Agreement to the contrary, with respect to any Letter of Credit, (i) unless the Borrower shall have notified the Administrative Agent and the applicable Letter of Credit Issuer prior to 11:00 a.m. on the Reimbursement Date that the Borrower intends to reimburse such Letter of Credit Issuer for the amount of such drawing with funds other than the proceeds of Loans, the Borrower shall be deemed to have given a Notice of Borrowing requesting that the Lenders make Loans (which shall be ABR Loans) on the Reimbursement Date in an amount equal to the amount of the Unpaid Drawing, and (ii) the Administrative Agent shall promptly notify each Lender of such drawing and the amount of its Loan to be made in respect thereof, and each Lender shall be irrevocably obligated to make a Loan to the Borrower in the manner deemed to have been requested in the amount of its Commitment Percentage of the applicable Unpaid Drawing by 12:00 noon on such Reimbursement Date by making the amount of such Loan available to the Administrative Agent. Such Loans made in respect of such Unpaid Drawing on such Reimbursement Date shall be made without regard to the limits of Section 2.2 and without regard to the satisfaction of the conditions set forth in Article VII. The Administrative Agent shall use the proceeds of such Loans solely for purpose of reimbursing the applicable Letter of Credit Issuer for the related Unpaid Drawing (and upon the application of the proceeds of such Loans to such Unpaid Drawing, the Borrower’s obligations with respect to such Unpaid Drawing shall be satisfied in full and replaced with an obligation to repay such Loans in accordance with the terms of this Agreement). In the event that the Borrower fails to Cash Collateralize any Letter of Credit that is outstanding on the Maturity Date (or make other arrangements with respect thereto satisfactory to the applicable Letter of Credit Issuer and the Administrative Agent), the full amount of the Letter of Exposure in respect of such Letter of Credit shall be deemed to be an Unpaid Drawing subject to the provisions of this Section 3.4 except that such Letter of Credit Issuer shall hold the proceeds received from the Lenders as contemplated above as Cash Collateral for such Letter of Credit to reimburse any Drawing under 10-Q such Letter of Credit and shall use such proceeds first, to reimburse itself for any Drawings made in effect from time to time plus respect of such Letter of Credit following the Applicable Margin as in effect from time to time for Revolving Loans that are maintained as Base Rate Loans; providedL/C Maturity Date, howeversecond, to the extent such amounts are Letter of Credit expires or is returned undrawn while any such Cash Collateral remains, to the repayment of obligations in respect of any Loans that have not reimbursed prior to 1:00 P.M. (New York time) on the third Business Day following notice paid at such time and third, to the Borrower or as otherwise directed by the Administrative Agent or the respective Issuing Lender a court of such payment or disbursement, interest shall thereafter accrue on the amounts so paid or disbursed by such Issuing Lender (and until reimbursed by the respective Account Party) at a rate per annum which shall be (x) in the case of Dollar Denominated Letters of Credit, Sterling Denominated Letters of Credit, the Base Rate in effect from time to time plus the Applicable Margin for Revolving Loans in each case maintained as Base Rate Loans, as in effect from time to time plus 2% and (y) in the case of Euro Denominated Letters of Credit, the Overnight Euro Rate in effect from time to time plus the Applicable Margin for Euro Denominated Loans as in effect from time to time plus any Mandatory Costs plus 2%, in each such case, with interest to be payable on demand, provided further, that it is understood and agreed, however, that the notices referred to above competent jurisdiction. Nothing in this clause (aSection 3.4(a) and in the immediately preceding proviso shall not be required to be given if a Default or an Event of Default under Section 11.05 shall have occurred and be continuing (in which case the Unpaid Drawings shall be due and payable immediately without presentment, demand, protest or notice of any kind (all of which are hereby waived by each Credit Party) and shall bear interest at the rate provided in the foregoing proviso on and after the third Business Day following the respective Drawing). The respective Issuing Lender shall give the Borrower prompt notice of each Drawing under any Letter of Credit, provided that the failure to give, or any delay in giving, any such notice shall in no way affect, impair or diminish affect the Borrower’s obligations under obligation to repay all outstanding Loans when due in accordance with the terms of this Agreement.

Agreement to Repay Letter of Credit Drawings. (a) The Borrower Company hereby agrees to reimburse each the respective Issuing LenderBank, by making payment to the Administrative Agent in immediately available funds at the Payment OfficeOffice (or by making the payment directly to the respective Issuing Bank at such location as may otherwise have been agreed upon by the Company and the respective Issuing Bank), for any payment or disbursement made by such Issuing Lender Bank under any Letter of Credit issued by it (each such amount, amount so paid until reimbursed by the Borrowerreimbursed, an “"Unpaid Drawing”"), by making immediately after, and in any event on the date of, such payment in Dollars (in or disbursement, if the case of all Dollar Denominated Letters of Credit), Euros (in respective Issuing Bank has given the case of Euro Denominated Letters of Credit) or Sterling (in the case of Sterling Denominated Letters of Credit) not later than one Business Day following receipt by the Borrower of Company notice of such payment or disbursement prior to 2:00 P.M. (provided that no New York time) on the date of such payment or disbursement (which notice such Issuing Bank shall be required under no obligation to be given if a Default give), and in any event on the Business Day immediately succeeding such payment or an Event of Default under Section 11.05 shall have occurred and be continuing, in which case the Unpaid Drawing shall be due and payable immediately without presentment, demand, protest or notice of any kind (all of which are hereby waived by the Borrower))disbursement, with interest on the amount so paid or disbursed by such the respective Issuing LenderBank, to the extent not reimbursed prior to 1:00 P.M. 12:00 Noon (New York City time) on the date of such payment or disbursement, from and including the date paid or disbursed to but excluding the date such Issuing Lender was Bank is reimbursed by the Borrower therefor at a rate per annum equal to the Base Rate as in effect from time to time plus the Applicable Margin as in effect from time to time for Revolving Loans that are maintained as Base Rate Loans; providedCompany therefor, however, to the extent such amounts are not reimbursed prior to 1:00 P.M. (New York time) on the third Business Day following notice to the Borrower by the Administrative Agent or the respective Issuing Lender of such payment or disbursement, interest shall thereafter accrue on the amounts so paid or disbursed by such Issuing Lender (and until reimbursed by the respective Account Party) at a rate per annum which shall be (x) in unless a Bankruptcy Default exists on the case date of Dollar Denominated Letters the respective payment or disbursement, for the period from and including the date of Credit, Sterling Denominated Letters the respective payment or disbursement until the earlier to occur of Credita Bankruptcy Default or the date of receipt by the Company from such Issuing Bank or the Agent of written or telephonic notice of such payment or disbursement, the Base Rate in effect from time to time plus the Applicable Margin for Dollar Facility Revolving Loans in each case maintained as Base Rate LoansLoans at the time of such payment or disbursement, as in effect from time to time plus 2% and (y) in from and including the case date of Euro Denominated Letters the respective payment or disbursement if a Bankruptcy Default then exists or, if a Bankruptcy Default does not exist on the date of Creditthe respective payment or disbursement, from and including the earlier to occur of the date upon which a Bankruptcy Default subsequently occurs or the date of receipt by the Company from such Issuing Bank or the Agent of written or telephonic notice of such payment or disbursement to but excluding the date such Issuing Bank was reimbursed by the Company therefor, the Overnight Euro Base Rate in effect from time to time plus the Applicable Margin for Euro Denominated Dollar Facility Revolving Loans maintained as Base Rate Loans as in effect from time to time plus any Mandatory Costs plus 2%, in each case with such case, with interest to be payable on demand, provided further, that it is understood . Each Issuing Bank shall provide the Company and agreed, however, that the notices referred to above in this clause (a) and in the immediately preceding proviso shall not be required to be given if a Default or an Event of Default under Section 11.05 shall have occurred and be continuing (in which case the Unpaid Drawings shall be due and payable immediately without presentment, demand, protest or Agent prompt notice of any kind (all of which are hereby waived by each Credit Party) and shall bear interest at payment or disbursement made under the rate provided in the foregoing proviso on and after the third Business Day following the respective Drawing). The respective Issuing Lender shall give the Borrower prompt notice of each Drawing under any Letter of CreditCredit issued by such Issuing Bank, provided that although the failure to giveof, or any the delay in givingin, giving any such notice shall in no way affect, impair not release or diminish the Borrower’s obligations of the Company under this Section 2.05(a) or under any other Section of this Agreement.

Agreement to Repay Letter of Credit Drawings. (a) The -------------------------------------------- Borrower agrees to reimburse each Issuing Lender, by making payment to the Administrative Agent in immediately available funds at the Payment Office, for any payment or disbursement made by such Issuing Lender under any Letter of Credit issued by it (each such amount, so paid until reimbursed by the Borrowerreimbursed, an “"Unpaid Drawing”"), by making payment in Dollars (in the case of all Dollar Denominated Letters of Credit), Euros (in the case of Euro Denominated Letters of Credit) or Sterling (in the case of Sterling Denominated Letters of Credit) not later than one Business Day following receipt by the Borrower of notice of such payment or disbursement (provided that no such notice shall be required to be given if a Default or an Event of Default under Section 11.05 10.05 shall have occurred and be continuing, in which case the Unpaid Drawing shall be due and payable immediately without presentment, demand, protest or notice of any kind (all of which are hereby waived by the Borrower)), with interest on the amount so paid or disbursed by such Issuing Lender, to the extent not reimbursed prior to 1:00 P.M. (New York City Boston, Massachusetts time) on the date of such payment or disbursement, from and including the date paid or disbursed to but excluding the date such Issuing Lender was reimbursed by the Borrower therefor at a rate per annum equal to the Base Rate as in effect from time to time plus the Applicable Base Rate Margin as in effect from time to time for Revolving Loans that are maintained as Base Rate Loans; provided, however, to the extent such -------- ------- amounts are not reimbursed prior to 1:00 P.M. 12:00 Noon (New York Boston, Massachusetts time) on the third Business Day following notice to the receipt by the Borrower by the Administrative Agent or the respective Issuing Lender of notice of such payment or disbursementdisbursement or following the occurrence of a Default or an Event of Default under Section 10.05, interest shall thereafter accrue on the amounts so paid or disbursed by such Issuing Lender (and until reimbursed by the respective Account PartyBorrower) at a rate per annum which shall be (x) in the case of Dollar Denominated Letters of Credit, Sterling Denominated Letters of Credit, equal to the Base Rate in effect from time to time plus the Applicable Base Rate Margin for Revolving Loans in each case maintained as Base Rate Loans, as in effect from time to time plus 2% and (y) in the case of Euro Denominated Letters of Credit, the Overnight Euro Rate in effect from time to time plus the Applicable Margin for Euro Denominated Loans as in effect from time to time plus any Mandatory Costs plus 2%, in each such case, with interest to be payable on demand, provided further, that it is understood and agreed, however, that the notices referred to above in this clause (a) and in the immediately preceding proviso shall not be required to be given if a Default or an Event of Default under Section 11.05 shall have occurred and be continuing (in which case the Unpaid Drawings shall be due and payable immediately without presentment, demand, protest or notice of any kind (all of which are hereby waived by each Credit Party) and shall bear interest at the rate provided in the foregoing proviso on and after the third Business Day following the respective Drawing). The respective Each Issuing Lender shall give the Borrower prompt written notice of each Drawing under any Letter of CreditCredit issued by such Issuing Lender, provided that the failure to give, or any delay in giving, give any such notice shall in no way affect, impair or diminish the Borrower’s 's obligations under this Agreementhereunder.

Agreement to Repay Letter of Credit Drawings. (a) The Borrower agrees to reimburse each Issuing Lender, by making payment to the Administrative Agent in immediately available funds at the Payment Office, for any payment or disbursement made by such Issuing Lender under any Letter of Credit issued by it (each such amount, so paid until reimbursed by the Borrowerreimbursed, an “Unpaid Drawing”), by making payment in Dollars (in the case of all Dollar Denominated Letters of Credit), Euros (in the case of Euro Denominated Letters of Credit) or Sterling (in the case of Sterling Denominated Letters of Credit) not later than one Business Day following receipt by the Borrower of notice of such payment or disbursement (provided that no such notice shall be required to be given if a Default or an Event of Default under Section 11.05 shall have occurred and be continuing, in which case the Unpaid Drawing shall be due and payable immediately without presentment, demand, protest or notice of any kind (all of which are hereby waived by the Borrower)), with interest on the amount so paid or disbursed by such Issuing Lender, to the extent not reimbursed prior to 1:00 P.M. 12:00 Noon (New York City time) on the date of such payment or disbursement, from and including the date paid or disbursed to but excluding the date such Issuing Lender was reimbursed by the Borrower therefor at a rate per annum equal to the Base Rate rate for Eurodollar Loans with a one month Interest Period, as in effect from time to time time, plus the Applicable Margin as in effect from time to time for Revolving Loans that are maintained as Base Rate LoansMargin; provided, however, to the extent such amounts are not reimbursed (pursuant to the Borrowing pursuant to clause (b) below or otherwise) prior to 1:00 P.M. 12:00 Noon (New York time) on the third Business Day following notice to the receipt by the Borrower by the Administrative Agent or the respective Issuing Lender of notice of such payment or disbursementdisbursement or following the occurrence of a Default or an Event of Default under Section 11.05, interest shall thereafter accrue on the amounts so paid or disbursed by such Issuing Lender (and until reimbursed by the respective Account PartyBorrower) at a rate per annum which shall be (x) in equal to the case of Dollar Denominated Letters of Credit, Sterling Denominated Letters of Credit, the Base Rate rate for Eurodollar Loans with a one month Interest Period in effect from time to time plus the Applicable Margin for Revolving Loans in each case maintained as Base Rate Loans, as in effect from time to time plus 2% and (y) in the case of Euro Denominated Letters of Credit, the Overnight Euro Rate in effect from time to time plus the Applicable Margin for Euro Denominated Loans as in effect from time to time plus any Mandatory Costs plus 2%, in each with such case, with interest to be payable on demand, provided further, that it is understood and agreed, however, that the notices referred to above in this clause (a) and in the immediately preceding proviso shall not be required to be given if a Default or an Event of Default under Section 11.05 shall have occurred and be continuing (in which case the Unpaid Drawings shall be due and payable immediately without presentment, demand, protest or notice of any kind (all of which are hereby waived by each Credit Party) and shall bear interest at the rate provided in the foregoing proviso on and after the third Business Day following the respective Drawing). The respective Each Issuing Lender shall give the Borrower prompt written notice of each Drawing under any Letter of CreditCredit issued by it, provided that the failure to give, or any delay in giving, give any such notice shall in no way affect, impair or diminish the Borrower’s obligations under this Agreementhereunder. Upon a written notice from the Administrative Agent, each Lender agrees to make Revolving Loans to the Borrower in an amount equal to its Percentage of an Unpaid Drawing the proceeds of which shall be applied to the repayment of such Unpaid Drawing whether or not the conditions set forth in Section 7 are satisfied at such time. The Revolving Loans made pursuant to the immediately succeeding sentence shall initially be Eurodollar Loans with a one month Interest Period.

Agreement to Repay Letter of Credit Drawings. (a) The Borrower hereby agrees to reimburse each the respective Issuing LenderBank, by making payment to the Administrative Agent for the account of such Issuing Bank in Dollars (or, in the case of any payment or disbursement made by such Issuing Bank in a currency other than Dollars, of the Dollar Equivalent of such payment or disbursement) and in immediately available funds at the Payment Office, for any payment or disbursement made by such Issuing Lender it under any Letter of Credit issued by it (each such amount, or the Dollar Equivalent thereof as determined by the Agent on the date of payment or disbursement, so paid until reimbursed by the Borrowerreimbursed, an “"Unpaid Drawing”"), by making payment immediately after, and in Dollars (in any event on the case of all Dollar Denominated Letters of Credit)date of, Euros (in the case of Euro Denominated Letters of Credit) or Sterling (in the case of Sterling Denominated Letters of Credit) not later than one Business Day following receipt by the Borrower of notice date of such payment or disbursement (provided that no such notice shall be required to be given if a Default or an Event of Default under Section 11.05 shall have occurred and be continuing, in which case the Unpaid Drawing shall be due and payable immediately without presentment, demand, protest or notice of any kind (all of which are hereby waived by the Borrower))disbursement, with interest on the amount so paid or disbursed by such Issuing LenderBank, to the extent not reimbursed prior to 1:00 P.M. 12:00 Noon (New York City time) on the date of such payment or disbursement, from and including the date paid or disbursed to but excluding the date such Issuing Lender Bank was reimbursed by the Borrower therefor at a rate per annum equal to which shall be the Base Rate as in effect from time to time plus the Applicable Margin as in effect from time to time for Revolving Loans that are maintained as Base Rate Loans; provided, however, to the extent such amounts are not reimbursed prior to 1:00 P.M. 12:00 Noon (New York time) on the third Business Day following notice to the Borrower by the Administrative Agent or the respective Issuing Lender of such payment or disbursement, interest shall thereafter accrue on the amounts so paid or disbursed by such Issuing Lender Bank (and until reimbursed by the respective Account PartyBorrower) at a rate per annum which shall be (x) in the case of Dollar Denominated Letters of Credit, Sterling Denominated Letters of Credit, the Base Rate in effect from time to time plus the Applicable Margin for Revolving Loans in each case that are maintained as Base Rate Loans, as in effect from time to time plus 2% and (y) in the case of Euro Denominated Letters of Credit, the Overnight Euro Rate in effect from time to time plus the Applicable Margin for Euro Denominated Loans as in effect from time to time plus any Mandatory Costs plus 2%, in each such case, with interest to be payable on demand, provided further, that it is understood and agreed, however, that the notices referred to above in this clause (a) and in the immediately preceding proviso shall not be required to be given if a Default or an Event of Default under Section 11.05 shall have occurred and be continuing (in which case the Unpaid Drawings shall be due and payable immediately without presentment, demand, protest or notice of any kind (all of which are hereby waived by each Credit Party) and shall bear interest at the rate provided in the foregoing proviso on and after the third Business Day following the respective Drawing). The respective Issuing Lender Bank shall give the Borrower prompt notice of each Drawing under any Letter of Credit, ; provided that the failure to give, or any delay in giving, give any such notice shall in no way affect, impair or diminish the Borrower’s 's obligations under this Agreementhereunder.

Agreement to Repay Letter of Credit Drawings. (a) The Borrower hereby agrees to reimburse each the respective Issuing Lender, by making payment in U.S. Dollars to the Administrative Agent in immediately available funds at the Payment OfficeOffice (or by making the payment directly to such Issuing Lender at such location as may otherwise have been agreed upon by the Borrower and such Issuing Lender), for any payment or disbursement made by such Issuing Lender under any Letter of Credit issued by it (each such amount, amount so paid until reimbursed by the Borrowerreimbursed, an “"Unpaid Drawing”"), by making payment in Dollars (in the case of all Dollar Denominated Letters of Credit), Euros (in the case of Euro Denominated Letters of Credit) or Sterling (in the case of Sterling Denominated Letters of Credit) not later than one the third Business Day following receipt by after the Administrative Agent or the Issuing Lender notifies the Borrower of notice of such payment or disbursement (provided that no such notice shall be required to be given if a Default or an Event of Default under Section 11.05 shall have occurred and be continuing, in which case the Unpaid Drawing shall be due and payable immediately without presentment, demand, protest or notice of any kind (all of which are hereby waived by the Borrower))disbursement, with interest on the amount so paid or disbursed by such Issuing Lender, to the extent not reimbursed prior to 1:00 4:00 P.M. (New York City time) ), on the date of such payment or disbursement, from and including the date paid or disbursed to but excluding the date such Issuing Lender was is reimbursed by the Borrower therefor at a rate per annum equal to which shall be the Base Rate as in effect from time to time plus the Applicable Margin for Base Rate Loans as in effect from time to time for Revolving Loans that are maintained as Base Rate Loanstime; provided, however, to the extent such amounts are not reimbursed prior to 1:00 4:00 P.M. (New York time) on the third Business Day following notice to the Borrower by the Administrative Agent or the respective Issuing Lender of such payment or disbursement, interest shall thereafter accrue on the amounts so paid or disbursed by such Issuing Lender (and until reimbursed by the respective Account PartyBorrower) at a rate per annum which shall be (x) in the case of Dollar Denominated Letters of Credit, Sterling Denominated Letters of Credit, the Base Rate in effect from time to time plus the Applicable Margin for Revolving Loans in each case maintained as Base Rate Loans, Loans as in effect from time to time plus 2% and (y) in the case of Euro Denominated Letters of Credit, the Overnight Euro Rate in effect from time to time plus the Applicable Margin for Euro Denominated Loans as in effect from time to time plus any Mandatory Costs plus 2%, in each such case, with interest to be payable on demand; provided, provided further, that it is understood and agreed, however, that the notices referred to above in this clause (a) and in the immediately preceding proviso shall not be required to be given if a Default or an Event of Default under Section 11.05 10.05 shall have occurred and be continuing (in which case the Unpaid Drawings shall be due and payable immediately without presentment, demand, protest or notice of any kind (all of which are hereby waived by each Credit Party) and shall bear interest at the rate provided in the foregoing proviso on and after the third Business Day following the respective Drawing). The respective Issuing Lender shall give the Borrower prompt notice of each Drawing under any Letter of Credit, provided that the failure to give, or any delay in giving, give any such notice shall in no way affect, impair or diminish the Borrower’s 's obligations under this Agreementhereunder.

Agreement to Repay Letter of Credit Drawings. (a) The Borrower agrees to reimburse each the respective Issuing Lender, by making payment to the Administrative Agent in immediately available funds at the Payment Office, for any payment or disbursement made by such Issuing Lender under any Letter of Credit issued by it (each such amount, so paid until reimbursed by the Borrowerreimbursed, an “"Unpaid Drawing”"), by making payment in Dollars (in the case of all Dollar Denominated Letters of Credit), Euros (in the case of Euro Denominated Letters of Credit) or Sterling (in the case of Sterling Denominated Letters of Credit) not later than one Business Day following receipt by the Borrower of notice of such payment or disbursement (provided that no such notice shall be required to be given if a Default or an Event of Default under Section 11.05 10.05 shall have occurred and be continuing, in which case the Unpaid Drawing shall be due and payable immediately without presentment, demand, protest or notice of any kind (all of which are hereby waived by the Borrower)), with interest on the amount so paid or disbursed by such Issuing Lender, to the extent not reimbursed prior to 1:00 P.M. 12:00 Noon (New York City time) on the date of such payment or disbursement, from and including the date paid or disbursed to but excluding the date such Issuing Lender was reimbursed by the Borrower therefor at a rate per annum equal to the Base Rate as in effect from time to time plus the Applicable Margin as in effect from time to time for Revolving Loans that are maintained as Base Rate Loans; providedPROVIDED, howeverHOWEVER, to the extent such amounts are not reimbursed prior to 1:00 P.M. 12:00 Noon (New York time) on the third Business Day following notice to the receipt by the Borrower by the Administrative Agent or the respective Issuing Lender of notice of such payment or disbursementdisbursement or following the occurrence of a Default or an Event of Default under Section 10.05, interest shall thereafter accrue on the amounts so paid or disbursed by such Issuing Lender (and until reimbursed by the respective Account PartyBorrower) at a rate per annum which shall be (x) in the case of Dollar Denominated Letters of Credit, Sterling Denominated Letters of Credit, equal to the Base Rate in effect from time to time plus the Applicable Margin for Revolving Loans in each case that are maintained as Base Rate Loans, Loans as in effect from time to time plus 2% and (y) in the case of Euro Denominated Letters of Credit, the Overnight Euro Rate in effect from time to time plus the Applicable Margin for Euro Denominated Loans as in effect from time to time plus any Mandatory Costs plus 2%, in each with such case, with interest to be payable on demand, provided further, that it is understood and agreed, however, that the notices referred to above in this clause (a) and in the immediately preceding proviso shall not be required to be given if a Default or an Event of Default under Section 11.05 shall have occurred and be continuing (in which case the Unpaid Drawings shall be due and payable immediately without presentment, demand, protest or notice of any kind (all of which are hereby waived by each Credit Party) and shall bear interest at the rate provided in the foregoing proviso on and after the third Business Day following the respective Drawing). The respective Issuing Lender shall give the Borrower prompt written notice of each Drawing under any Letter of CreditCredit issued by it, provided PROVIDED that the failure to give, or any delay in giving, give any such notice shall in no way affect, impair or diminish the Borrower’s 's obligations under this Agreementhereunder.

Agreement to Repay Letter of Credit Drawings. (a) The Borrower hereby agrees to reimburse each the respective Issuing LenderBank, by making payment to the Administrative Agent in immediately available funds at the Payment Office, for any payment or disbursement made by such Issuing Lender it under any Letter of Credit issued by it (each such amount, so paid until reimbursed by the Borrowerreimbursed, an “"Unpaid Drawing”"), by making payment in Dollars (in the case of all Dollar Denominated Letters of Credit), Euros (in the case of Euro Denominated Letters of Credit) or Sterling (in the case of Sterling Denominated Letters of Credit) not no later than one three Business Day following receipt by Days after the Borrower of notice date of such payment or disbursement (provided that no such notice shall be required to be given if a Default or an Event of Default under Section 11.05 shall have occurred and be continuing, in which case the Unpaid Drawing shall be due and payable immediately without presentment, demand, protest or notice of any kind (all of which are hereby waived by the Borrower))disbursement, with interest on the amount so paid or disbursed by such Issuing LenderBank, to the extent not reimbursed prior to 1:00 P.M. 12:00 Noon (New York City time) on the date of such payment or disbursement, from and including the date paid or disbursed to but excluding the date such Issuing Lender Bank was reimbursed by the Borrower fBorrower therefor at a rate per annum equal to which shall be the Base Rate as in effect from time to time plus the Applicable Margin as in effect from time to time for Revolving Loans that are maintained as Base Rate Loans; , provided, however, to the extent such amounts are not reimbursed prior to 1:00 P.M. 12:00 Noon (New York time) on the third fifth Business Day following notice to the Borrower by the Administrative Agent or the respective Issuing Lender of such payment or disbursement, interest shall thereafter accrue on the amounts so paid or disbursed by such Issuing Lender Bank (and until reimbursed by the respective Account PartyBorrower) at a rate per annum which shall be (x) in the case of Dollar Denominated Letters of Credit, Sterling Denominated Letters of Credit, the Base Rate in effect from time to time plus the Applicable Margin for Revolving Loans in each case maintained as Base Rate Loans, as in effect from time to time plus 2% and (y) in the case of Euro Denominated Letters of Credit, the Overnight Euro Rate in effect from time to time plus the Applicable Margin for Euro Denominated Loans as in effect from time to time plus any Mandatory Costs plus 2%, in each such case, with interest to be payable on demand, provided further, that it is understood and agreed, however, that the notices referred to above in this clause (a) and in the immediately preceding proviso shall not be required to be given if a Default or an Event of Default under Section 11.05 shall have occurred and be continuing (in which case the Unpaid Drawings shall be due and payable immediately without presentment, demand, protest or notice of any kind (all of which are hereby waived by each Credit Party) and shall bear interest at the rate provided in the foregoing proviso on and after the third Business Day following the respective Drawing). The respective Issuing Lender Bank shall give the Borrower prompt notice of each Drawing under any Letter of Credit, provided that the failure to give, or any delay in giving, give any such notice shall in no way affect, impair or diminish the Borrower’s 's obligations under this Agreementhereunder.

Agreement to Repay Letter of Credit Drawings. (a) The Borrower agrees to reimburse each Issuing Lender, by making payment to the Administrative Agent in immediately available funds at the Payment Office, for any payment or disbursement made by such Issuing Lender under any Letter of Credit issued by it (each such amount, so paid until reimbursed by the Borrowerreimbursed, an “Unpaid Drawing”"UNPAID DRAWING"), by making payment in Dollars (in the case of all Dollar Denominated Letters of Credit), Euros (in the case of Euro Denominated Letters of Credit) or Sterling (in the case of Sterling Denominated Letters of Credit) not later than one Business Day following receipt by the Borrower of notice of such payment or disbursement (provided that no such notice shall be required to be given if a Default or an Event of Default under Section 11.05 SECTION 9.1(e) shall have occurred and be continuing, in which case the Unpaid Drawing shall be due and payable immediately without presentment, demand, protest or notice of any kind (all of which are hereby waived by the Borrower)), with interest on the amount so paid or disbursed by such Issuing Lender, to the extent not reimbursed prior to 1:00 P.M. (New York City time) 12:00 Noon on the date of such payment or disbursement, from and including the date paid or disbursed to but excluding the date such Issuing Lender was reimbursed by the Borrower therefor at a rate per annum equal to the Base Prime Lending Rate as in effect from time to time plus the Applicable Margin as in effect from time to time for Revolving Loans that are maintained as Base Rate LoansPLUS one and one-half percent (1.50%); providedPROVIDED, howeverthat, to the extent such amounts are not reimbursed prior to 1:00 P.M. (New York time) 12:00 Noon on the third Business Day following the receipt by Borrower of notice to the Borrower by the Administrative Agent or the respective Issuing Lender of such payment or disbursementdisbursement or following the occurrence and during the continuance of a Default or an Event of Default, interest shall thereafter accrue on the amounts so paid or disbursed by such the Issuing Lender (and until reimbursed by the respective Account PartyBorrower) at a rate per annum which shall be (x) in equal to the case of Dollar Denominated Letters of Credit, Sterling Denominated Letters of Credit, the Base Prime Lending Rate in effect from time to time plus the Applicable Margin for Revolving Loans in each case maintained as Base Rate Loans, as in effect from time to time plus 2% PLUS one and one-half percent (y1.50%) in the case of Euro Denominated Letters of Credit, the Overnight Euro Rate in effect from time to time plus the Applicable Margin for Euro Denominated Loans as in effect from time to time plus any Mandatory Costs plus 2PLUS two percent (2.00%, in each such case), with such interest to be payable on demand, provided further, that it is understood and agreed, however, that the notices referred to above in this clause (a) and in the immediately preceding proviso shall not be required to be given if a Default or an Event of Default under Section 11.05 shall have occurred and be continuing (in which case the Unpaid Drawings shall be due and payable immediately without presentment, demand, protest or notice of any kind (all of which are hereby waived by each Credit Party) and shall bear interest at the rate provided in the foregoing proviso on and after the third Business Day following the respective Drawing). The respective Issuing Lender shall give the Borrower prompt written notice of each Drawing under any Letter of CreditCredit issued by it, provided PROVIDED that the failure to give, or any delay in giving, give any such notice shall in no way affect, impair or diminish the Borrower’s 's obligations under this Agreementhereunder.

Agreement to Repay Letter of Credit Drawings. (a) The Borrower hereby agrees to reimburse each the respective Issuing Lender, by making payment directly to the Administrative Agent such Issuing Lender in immediately available funds at the Payment Officefunds, for any payment or disbursement made by such Issuing Lender it under any Letter of Credit issued by it (each such amount, so paid until reimbursed by the Borrowerreimbursed, an “"Unpaid Drawing”"), by making payment in Dollars (in the case of all Dollar Denominated Letters of Credit), Euros (in the case of Euro Denominated Letters of Credit) or Sterling (in the case of Sterling Denominated Letters of Credit) not no later than one three Business Day following receipt by Days after the Borrower of notice date of such payment or disbursement (provided that no such notice shall be required to be given if a Default or an Event of Default under Section 11.05 shall have occurred and be continuing, in which case the Unpaid Drawing shall be due and payable immediately without presentment, demand, protest or notice of any kind (all of which are hereby waived by the Borrower))disbursement, with interest on the amount so paid or disbursed by such Issuing Lender, to the extent not reimbursed prior to 1:00 P.M. 12:00 Noon (New York City time) on the date of such payment or disbursement, from and including the date paid or disbursed to but excluding the date such Issuing Lender was reimbursed by the Borrower therefor at a rate per annum equal to which shall be the Base Rate as in effect from time to time plus the Applicable Margin as in effect from time to time for Revolving Loans that are maintained as Base Rate Loans; provided, however, to the extent such amounts are not reimbursed prior to 1:00 P.M. 12:00 Noon (New York time) on the third fifth Business Day following notice to the Borrower by the Administrative Agent or the respective Issuing Lender of such payment or disbursement, interest shall thereafter accrue on the amounts so paid or disbursed by such Issuing Lender (and until reimbursed by the respective Account PartyBorrower) at a rate per annum which shall be (x) in the case of Dollar Denominated Letters of Credit, Sterling Denominated Letters of Credit, the Base Rate in effect from time to time plus the Applicable Margin for Revolving Loans in each case maintained as Base Rate Loans, as in effect from time to time plus 2% and (y) in the case of Euro Denominated Letters of Credit, the Overnight Euro Rate in effect from time to time plus the Applicable Margin for Euro Denominated Loans as in effect from time to time plus any Mandatory Costs plus 2%, in each such case, with interest to be payable on demand, provided further, that it is understood and agreed, however, that the notices referred to above in this clause (a) and in the immediately preceding proviso shall not be required to be given if a Default or an Event of Default under Section 11.05 shall have occurred and be continuing (in which case the Unpaid Drawings shall be due and payable immediately without presentment, demand, protest or notice of any kind (all of which are hereby waived by each Credit Party) and shall bear interest at the rate provided in the foregoing proviso on and after the third Business Day following the respective Drawing). The respective Issuing Lender shall give the Borrower prompt notice of each Drawing under any Letter of Credit, provided that the failure to give, or any delay in giving, give any such notice shall in no way affect, impair or diminish the Borrower’s 's obligations under this Agreementhereunder.

Agreement to Repay Letter of Credit Drawings. (a) The Borrower hereby agrees to reimburse each Issuing Lender, the Letter of Credit Issuer by making payment to the Administrative Agent (in the case of reimbursement made by the Borrower) in immediately available funds at the Payment Office, for any payment or disbursement made by such Issuing Lender the Letter of Credit Issuer under any Letter of Credit issued by it (each such amount, amount so paid until reimbursed by the Borrowerreimbursed, an “Unpaid Drawing”)) immediately after, by making payment and in Dollars (in any event on the case of all Dollar Denominated Letters of Credit)date of, Euros (in the case of Euro Denominated Letters of Credit) or Sterling (in the case of Sterling Denominated Letters of Credit) not later than one Business Day following receipt by the Borrower of notice of such payment or disbursement (provided that no such notice shall be required to be given if a Default or an Event of Default under Section 11.05 shall have occurred and be continuing, in which case the Unpaid Drawing shall be due and payable immediately without presentment, demand, protest or notice of any kind (all of which are hereby waived by the Borrower))payment, with interest on the amount so paid or disbursed by such Issuing Lenderthe Letter of Credit Issuer, to the extent not reimbursed prior to 1:00 P.M. 5:00 p.m. (New York City time) on the date of such payment or disbursement, from and including the date paid or disbursed to but excluding the date such Issuing Lender was the Letter of Credit Issuer is reimbursed by the Borrower therefor at a rate per annum equal to that shall at all times be the Base Applicable LIBOR Margin plus the LIBOR Rate as in effect from time to time plus the Applicable Margin as time, provided that, notwithstanding anything contained in effect from time to time for Revolving Loans that are maintained as Base Rate Loans; provided, however, this Agreement to the extent such amounts are not reimbursed contrary, (i) unless the Borrower shall have notified the Administrative Agent and the Letter of Credit Issuer prior to 1:00 P.M. 10:00 a.m. (New York City time) on the third Business Day following notice to date of such drawing that the Borrower by intends to reimburse the Administrative Agent or Letter of Credit Issuer for the respective Issuing Lender amount of such payment or disbursementdrawing with funds other than the proceeds of Loans, interest shall thereafter accrue on the amounts so paid or disbursed by such Issuing Lender (and until reimbursed by the respective Account Party) at a rate per annum which Borrower shall be (x) in the case deemed to have given a Notice of Dollar Denominated Borrowing requesting that, with respect to Letters of Credit, Sterling Denominated Letters of Creditthat the Lenders with Revolving Credit Commitments or make Revolving Credit Loans (which shall be ABR Loans), the Base Rate in effect from time to time plus the Applicable Margin for Revolving Loans in each case maintained as Base Rate Loans, as in effect from time to time plus 2% and (yii) the Administrative Agent shall promptly notify each L/C Participant of such drawing and the amount of its Revolving Credit Loan to be made in respect thereof, and each such L/C Participant shall be irrevocably obligated to make a Revolving Credit Loan to the Borrower in the case of Euro Denominated Letters of Credit, the Overnight Euro Rate in effect from time manner deemed to time plus the Applicable Margin for Euro Denominated Loans as in effect from time to time plus any Mandatory Costs plus 2%, in each such case, with interest to be payable on demand, provided further, that it is understood and agreed, however, that the notices referred to above in this clause (a) and have been requested in the immediately preceding proviso shall not be required amount of its Revolving Credit Commitment Percentage of the applicable Unpaid Drawing by 12:00 Noon (New York City time) on such Business Day by making the amount of such Revolving Credit Loan available to be given if a Default or an Event of Default under Section 11.05 shall have occurred and be continuing (in which case the Unpaid Drawings Administrative Agent. Such Revolving Credit Loans shall be due and payable immediately made without presentment, demand, protest or notice of any kind (all of which are hereby waived by each Credit Party) and shall bear interest at regard to the rate provided in the foregoing proviso on and after the third Business Day following the respective Drawing)Minimum Borrowing Amount. The respective Issuing Lender Administrative Agent shall give use the Borrower prompt notice proceeds of each Drawing under any such Revolving Credit Loans solely for purpose of reimbursing the Letter of Credit, provided that Credit Issuer for the failure to give, or any delay in giving, any such notice shall in no way affect, impair or diminish the Borrower’s obligations under this Agreementrelated Unpaid Drawing.

Agreement to Repay Letter of Credit Drawings. (a) The Borrower hereby agrees to reimburse each (or cause any Letter of Credit Obligor for whose account a Letter of Credit was issued to reimburse) the Issuing LenderBank, by making payment directly to the Administrative Agent Issuing Bank in immediately available funds at the Payment Officepayment office of the Issuing Bank, for any payment or disbursement made by such the Issuing Lender Bank under any Letter of Credit issued by it (each such amount, amount so paid or disbursed until reimbursed by the Borrowerreimbursed, an “Unpaid Drawing”)) immediately after, by making payment and in Dollars (in any event on the case of all Dollar Denominated Letters of Credit)date on which, Euros (in the case of Euro Denominated Letters of Credit) or Sterling (in the case of Sterling Denominated Letters of Credit) not later than one Business Day following receipt by Issuing Bank notifies the Borrower (or any such other Letter of notice Credit Obligor for whose account such Letter of Credit was issued) of such payment or disbursement (provided that no which notice to the Borrower (or such notice other Letter of Credit Obligor) shall be required delivered reasonably promptly after any such payment or disbursement), such payment to be given if a Default or an Event of Default under Section 11.05 shall have occurred and be continuing, made in which case the Unpaid Drawing shall be due and payable immediately without presentment, demand, protest or notice of any kind (all of which are hereby waived by the Borrower))Dollars, with interest on the amount so paid or disbursed by such the Issuing LenderBank, to the extent not reimbursed prior to 1:00 P.M. (New York City timelocal time at the payment office of the Issuing Bank) on the date of such payment or disbursement, from and including the date paid or disbursed to but excluding not including the date such the Issuing Lender was Bank is reimbursed by the Borrower therefor at a rate per annum equal to the Base Rate as in effect from time to time plus the Applicable Margin as in effect from time to time for Revolving Loans that are maintained as Base Rate Loans; provided, however, to the extent such amounts are not reimbursed prior to 1:00 P.M. (New York time) on the third Business Day following notice to the Borrower by the Administrative Agent or the respective Issuing Lender of such payment or disbursement, interest shall thereafter accrue on the amounts so paid or disbursed by such Issuing Lender (and until reimbursed by the respective Account Party) at a rate per annum which shall be the rate then applicable to Prime Rate Loans (x) in the case of Dollar Denominated Letters of Credit, Sterling Denominated Letters of Credit, the Base Rate in effect from time to time plus the Applicable Margin for Revolving Loans in each case maintained as Base Rate Loans, as in effect from time to time plus an additional 2% and (y) in per annum if not reimbursed on the case date of Euro Denominated Letters of Creditsuch payment or disbursement), the Overnight Euro Rate in effect from time to time plus the Applicable Margin for Euro Denominated Loans as in effect from time to time plus any Mandatory Costs plus 2%, in each such case, with interest also to be payable on demand, provided further, that it is understood and agreed, however, that the notices referred to above in this clause (a) and in the immediately preceding proviso shall not be required to be given if a Default or an Event of Default under Section 11.05 shall have occurred and be continuing (in which case the Unpaid Drawings shall be due and payable immediately without presentment, demand, protest or notice of any kind (all of which are hereby waived by each Credit Party) and shall bear interest at the rate provided in the foregoing proviso on and after the third Business Day following the respective Drawing). The respective Issuing Lender shall give the Borrower prompt notice of each Drawing under any Letter of Credit, provided that the failure to give, or any delay in giving, any such notice shall in no way affect, impair or diminish the Borrower’s obligations under this Agreement.

Agreement to Repay Letter of Credit Drawings. (a) The Borrower agrees to reimburse each Issuing Lender, by making payment to the Administrative Agent in immediately available funds at the Payment Office, for any payment or disbursement made by such Issuing Lender under any Letter of Credit issued by it (each such amount, so paid until reimbursed by the Borrowerreimbursed, an “Unpaid Drawing”), by making payment in Dollars (in the case of all Dollar Denominated Letters of Credit), Euros (in the case of Euro Denominated Letters of Credit) or Sterling (in the case of Sterling Denominated Letters of Credit) not later than one Business Day following receipt by the Borrower of notice of such payment or disbursement (provided that that, no such notice shall be required to be given if a Default or an Event of Default under Section 11.05 10.05 shall have occurred and be continuing, in which case the Unpaid Drawing shall be due and payable immediately without presentment, demand, protest or notice of any kind (all of which are hereby waived by the Borrower)), with interest on the amount so paid or disbursed by such Issuing Lender, to the extent not reimbursed prior to 1:00 P.M. 12:00 Noon (New York City time) on the date of such payment or disbursement, from and including the date paid or disbursed to but excluding the date such Issuing Lender was reimbursed by the Borrower therefor at a rate per annum equal to the Base Rate Rate, as in effect from time to time time, plus the Applicable Margin as in effect from time to time for Revolving Loans that are maintained as Base Rate Loansminus 1.00%; provided, however, to the extent such amounts are not reimbursed prior to 1:00 P.M. 12:00 Noon (New York time) on the third Business Day following notice to the receipt by the Borrower by the Administrative Agent or the respective Issuing Lender of notice of such payment or disbursementdisbursement or following the occurrence of a Default or an Event of Default under Section 10.05, interest shall thereafter accrue on the amounts so paid or disbursed by such Issuing Lender (and until reimbursed by the respective Account PartyBorrower) at a rate per annum which shall be (x) in the case of Dollar Denominated Letters of Credit, Sterling Denominated Letters of Credit, equal to the Base Rate in effect from time to time plus the Applicable Margin for Revolving Loans in each case maintained as Base Rate Loans, as in effect from time to time plus 2% and (y) in the case of Euro Denominated Letters of Credit, the Overnight Euro Rate in effect from time to time plus the Applicable Margin for Euro Denominated Loans as in effect from time to time plus any Mandatory Costs plus 21%, in each with such case, with interest to be payable on demand, provided further, that it is understood and agreed, however, that the notices referred to above in this clause (a) and in the immediately preceding proviso shall not be required to be given if a Default or an Event of Default under Section 11.05 shall have occurred and be continuing (in which case the Unpaid Drawings shall be due and payable immediately without presentment, demand, protest or notice of any kind (all of which are hereby waived by each Credit Party) and shall bear interest at the rate provided in the foregoing proviso on and after the third Business Day following the respective Drawing). The respective Each Issuing Lender shall give the Borrower prompt written notice of each Drawing under any Letter of CreditCredit issued by it, provided that that, the failure to give, or any delay in giving, give any such notice shall in no way affect, impair or diminish the Borrower’s obligations under this Agreementhereunder.

Agreement to Repay Letter of Credit Drawings. (a) The U.S. Borrower hereby agrees (in the case of U.S. Borrower Dollar Facility Letters of Credit), and the Bermuda Borrower hereby agrees (in the case of Multicurrency Facility Letters of Credit and Bermuda Borrower Dollar Facility Letters of Credit), to reimburse each the respective Issuing Lender, by making payment in Dollars (in the case of all Dollar Denominated Letters of Credit or, after a Sharing Event, all Letters of Credit) or Euros (in the case of Euro Denominated Letters of Credit at any time prior to a Sharing Event) to the Administrative Agent in immediately available funds at the Payment OfficeOffice (or by making the payment directly to such Issuing Lender at such location as may otherwise have been agreed upon by the respective Account Party and such Issuing Lender), for any payment or disbursement (in the case of any such payment or disbursement under any Euro Denominated Letter of Credit which is unpaid on the date of the occurrence of a Sharing Event, or which payments or disbursements are made thereafter, taking the Dollar Equivalent of the amount of the respective payment or disbursement made in Euros as such Dollar Equivalent is determined on the first date upon which the respective Sharing Event occurs or, if later, the date upon which the respective payment or disbursement is made) made by such Issuing Lender under any Letter of Credit issued by it (each such amount, amount so paid until reimbursed by the Borrowerreimbursed, an “"Unpaid Drawing”"), by making payment in Dollars (in the case of all Dollar Denominated Letters of Credit), Euros (in the case of Euro Denominated Letters of Credit) or Sterling (in the case of Sterling Denominated Letters of Credit) not later than one the third Business Day following receipt by after the Administrative Agent or the Issuing Lender notifies the respective Borrower of notice of such payment or disbursement (provided that no such notice shall be required to be given if a Default or an Event of Default under Section 11.05 shall have occurred and be continuing, in which case the Unpaid Drawing shall be due and payable immediately without presentment, demand, protest or notice of any kind (all of which are hereby waived by the Borrower))disbursement, with interest on the amount so paid or disbursed by such Issuing Lender, to the extent not reimbursed prior to 1:00 P.M. (New York City time) ), on the date of such payment or disbursement, from and including the date paid or disbursed to but excluding the date such Issuing Lender was is reimbursed by the U.S. Borrower or the Bermuda Borrower, as the case may be, therefor at a rate per annum equal to which shall be (x) in the case of Dollar Denominated Letters of Credit and other amounts owing in Dollars after the occurrence of a Sharing Event, the Base Rate as in effect from time to time plus the Applicable Margin for Multicurrency Facility Revolving Loans (in the case of Multicurrency Facility Letters of Credit) or Dollar Facility Revolving Loans (in the case of Dollar Facility Letters of Credit) in each case maintained as Base Rate Loans, as in effect from time to time and (y) in the case of Euro Denominated Letters of Credit for periods occurring prior to the occurrence of a Sharing Event, the Overnight Euro Rate in effect from time to time plus the Applicable Margin for Euro Denominated Revolving Loans that are maintained as Base Rate Loans; in effect from time to time plus any Mandatory Costs, provided, however, to the extent such amounts are not reimbursed prior to 1:00 P.M. (New York time) on the third Business Day following notice to the Borrower respective Account Party by the Administrative Agent or the respective Issuing Lender of such payment or disbursement, interest shall thereafter accrue on the amounts so paid or disbursed by such Issuing Lender (and until reimbursed by the respective Account Party) at a rate per annum which shall be (x) in the case of Dollar Denominated Letters of Credit, Sterling Denominated Letters Credit and other amounts owing in Dollars after the occurrence of Credita Sharing Event, the Base Rate in effect from time to time plus the Applicable Margin for Multicurrency Facility Revolving Loans (in the case of Multicurrency Facility Letters of Credit) or Dollar Facility Revolving Loans (in the case of Dollar Facility Letters of Credit) in each case maintained as Base Rate Loans, as in effect from time to time plus 2% and (y) in the case of Euro Denominated Letters of CreditCredit for periods occurring prior to the occurrence of a Sharing Event, the Overnight Euro Rate in effect from time to time plus the Applicable Margin for Euro Denominated Revolving Loans as in effect from time to time plus any Mandatory Costs plus 2%, in each such case, with interest to be payable on demand, provided further, that it is understood and agreed, however, that the notices referred to above in this clause (a) and in the immediately preceding proviso shall not be required to be given if a Default or an Event of Default under Section 11.05 10.05 shall have occurred and be continuing (in which case the Unpaid Drawings shall be due and payable immediately without presentment, demand, protest or notice of any kind (all of which are hereby waived by each Credit Party) and shall bear interest at the rate provided in the foregoing proviso on and after the third Business Day following the respective Drawing). The respective Issuing Lender shall give the Borrower respective Account Party prompt notice of each Drawing under any Letter of Credit, provided that the failure to give, or any delay in giving, any such notice shall in no way affect, impair or diminish the Borrower’s respective Account Party's obligations under this Agreement.