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

Agreement to Repay Letter of Credit Drawings. (a) The Borrower hereby agrees to reimburse each Letter of Credit Issuer, by making payment to the Agent in immediately available funds at the Payment Office, for any payment or disbursement made by such Letter of Credit issuer under any Letter of Credit issued by it (each such amount so paid or disbursed until reimbursed, an "Unpaid Drawing") no later than one Business Day following the date of such payment or disbursement, with interest on the amount so paid or disbursed by such Letter of Credit Issuer, to the extent not reimbursed prior to 1:00 P.M. (New York time) on the date of such payment or disbursement, from and including the date paid or disbursed to but not including the date such Letter of Credit Issuer is reimbursed therefor at a rate per annum which shall be the Base Rate plus the Applicable Base Rate Margin for Revolving Loans maintained as Base Rate Loans as in effect from time to time (plus an additional 2% per annum if not reimbursed by the third Business Day after the date of such payment or disbursement), such interest also to be payable on demand; PROVIDED, that it is understood and agreed, however, that the notices referred to below in this clause (a) shall not be required to be given if a Default or an Event of Default under Section 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 a rate per annum which shall be the Base Rate plus the Applicable Base Rate Margin for Revolving Loans maintained as Base Rate Loans plus 2% on and after the third Business Day following the respective Drawing). Each Letter of Credit Issuer shall provide the Borrower prompt notice of any payment or disbursement made by it under any Letter of Credit issued by it, although the failure of, or delay in, giving any such notice shall not release or diminish the 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 hereby agrees to reimburse each Letter of Credit Issuerthe Issuing Bank, by making payment to the Agent in immediately available funds at the Payment Office, for any payment or disbursement made by such Letter of Credit issuer the Issuing Bank under any Letter of Credit issued by it (each such amount amount, so paid or disbursed until reimbursed, an "Unpaid Drawing") no ), not later than one Business Day following receipt by the date Borrower of notice of such payment or disbursement, with interest on the amount so paid or disbursed by disbursement (provided that no such Letter of Credit Issuer, to the extent not reimbursed prior to 1:00 P.M. (New York time) on the date of such payment or disbursement, from and including the date paid or disbursed to but not including the date such Letter of Credit Issuer is reimbursed therefor at a rate per annum which notice shall be the Base Rate plus the Applicable Base Rate Margin for Revolving Loans maintained as Base Rate Loans as in effect from time to time (plus an additional 2% per annum if not reimbursed by the third Business Day after the date of such payment or disbursement), such interest also to be payable on demand; PROVIDED, that it is understood and agreed, however, that the notices referred to below in this clause (a) shall not be required to be given if a Default or an Event of Default under Section 10.05 shall have occurred and be continuing (continuing, in which case the Unpaid Drawings Drawing 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)), with interest on the amount so paid or disbursed by the Issuing Bank, to the extent not reimbursed prior to 12:00 Noon (New York time) on the date of such payment or disbursement, from and shall bear interest including the date paid or disbursed to but excluding the date the Issuing Bank was reimbursed by the Borrower therefor at a rate per annum which shall be the Base Rate in effect from time to time plus the Applicable Base Rate Margin for Revolving Loans; provided, however, to the extent such amounts are not reimbursed prior to 12:00 Noon (New York time) on the third Business Day following the receipt by the Borrower of notice of such payment or disbursement 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 the Issuing Bank (and until reimbursed by the Borrower) at a rate per annum which shall be the Base Rate in effect from time to time plus the Applicable Base Rate Margin for Revolving Loans maintained as Base Rate Loans plus 2% %, in each such case, with interest to be payable on and after the third Business Day following the respective Drawing)demand. Each Letter of Credit Issuer The Issuing Bank shall provide give the Borrower prompt written notice of any payment or disbursement made by it each Drawing under any Letter of Credit issued by itCredit, although provided that the failure of, or delay in, giving to give any such notice shall not release in no way affect, impair or diminish the Borrower's obligations of the Borrower under this Section 2.04(a) or under any other Section of this Agreementhereunder.

Agreement to Repay Letter of Credit Drawings. (a) The Borrower -------------------------------------------- hereby agrees to reimburse each the respective Letter of Credit Issuer, by making payment to the Administrative Agent in U.S. Dollars and in immediately available funds at the Payment Office, for any payment or disbursement made by such Letter of Credit issuer Issuer under any Letter of Credit issued by it (each such amount so paid or disbursed until reimbursed, an "Unpaid Drawing") no later than one Business Day following immediately after, and in any event on the date of such payment or disbursement, with interest on the amount so paid or disbursed by such Letter of Credit Issuer, to the extent not reimbursed prior to 1:00 2:00 P.M. (New York time) on the date of such payment or disbursement, from and including the date paid or disbursed to but not including the date such Letter of Credit Issuer is reimbursed therefor at a rate per annum which shall be the Base Rate plus the Applicable Base Rate Margin for Revolving Loans maintained as Base Rate Loans as in effect from time to time (plus an additional 2% per annum if not reimbursed by the third Business Day after the date of such payment or disbursement), such interest also to be payable on demand. Each Letter of Credit Issuer shall provide the Borrower prompt notice of any payment or disbursement made by it under any Letter of Credit issued by it; PROVIDEDprovided, that it is understood and agreed, however, that -------- (i) the notices referred to below in this clause (a) above shall not be required to be given if a Default or an Event of Default under such Section 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 Borrower) and shall bear interest at a rate per annum which shall be the Base Rate plus the Applicable Base Rate Margin for Revolving Loans maintained as Base Rate Loans plus 2% on and after the third Business Day following the respective Drawing). Each Letter of Credit Issuer shall provide the Borrower prompt notice of any payment or disbursement made by it under any Letter of Credit issued by it, although (ii) the failure of, or delay in, giving any such notice shall not release or diminish the 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 Each Borrower hereby agrees to reimburse each Letter of Credit IssuerIssuing Lender, by making payment to the Agent in Dollars and in immediately available funds at the Payment Office, for any payment or disbursement made by such Letter of Credit issuer Issuing Lender under any Letter of Credit issued by it (each such amount amount, so paid or disbursed until reimbursed, an "Unpaid Drawing") no ), not later than one Business Day following the date receipt by such Borrower of notice of such payment or disbursement, with interest on the amount so paid or disbursed by disbursement (provided that no such Letter of Credit Issuer, to the extent not reimbursed prior to 1:00 P.M. (New York time) on the date of such payment or disbursement, from and including the date paid or disbursed to but not including the date such Letter of Credit Issuer is reimbursed therefor at a rate per annum which notice shall be the Base Rate plus the Applicable Base Rate Margin for Revolving Loans maintained as Base Rate Loans as in effect from time to time (plus an additional 2% per annum if not reimbursed by the third Business Day after the date of such payment or disbursement), such interest also to be payable on demand; PROVIDED, that it is understood and agreed, however, that the notices referred to below in this clause (a) shall not be required to be given if a Default or an Event of Default under Section 10.05 shall have occurred and be continuing (continuing, in which case the Unpaid Drawings Drawing shall be due and payable immediately without presentment, demand, protest or notice of any kind (all of which are hereby waived by each Credit PartyBorrower)), with interest on the amount so paid or disbursed by such Issuing Lender, to the extent not reimbursed prior to 12:00 Noon (New York time) on the date of such payment or disbursement, from and shall bear interest including the date paid or disbursed to but excluding the date such Issuing Lender was reimbursed by such Borrower therefor at a rate per annum which shall be the Base Rate in effect from time to time plus the Applicable Base Rate Margin; PROVIDED, HOWEVER, to the extent such amounts are not reimbursed prior to 12:00 Noon (New York time) on the third Business Day following the receipt by such Borrower of notice of such payment or disbursement 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 such Borrower) at a rate per annum which shall be the Base Rate in effect from time to time plus the Applicable Base Rate Margin for Revolving Loans maintained as Base Rate Loans plus 2% %, in each such case, with interest to be payable on and after the third Business Day following demand. Each Issuing Lender shall give the respective Drawing). Each Letter of Credit Issuer shall provide the Borrower prompt written notice of any payment or disbursement made by it each Drawing under any Letter of Credit issued by it, although PROVIDED that the failure of, or delay in, giving to give any such notice shall not release in no way affect, impair or diminish the such Borrower's obligations of the Borrower under this Section 2.04(a) or under any other Section of this Agreementhereunder.

Agreement to Repay Letter of Credit Drawings. (a) The Borrower hereby agrees to reimburse each Letter of Credit Issuer, by making payment to the Administrative Agent in immediately available funds at the Payment Office, for any payment or disbursement made by such Letter of Credit issuer Issuer under any Letter of Credit issued by it (each such amount so paid or disbursed until reimbursed, an "Unpaid Drawing") no later than one Business Day following the date of such payment or disbursement, with interest on the amount so paid or disbursed by such Letter of Credit Issuer, to the extent not reimbursed prior to 1:00 P.M. (New York time) on the date of such payment or disbursement, from and including the date paid or disbursed to but not including the date such Letter of Credit Issuer is reimbursed therefor at a rate per annum which shall be the Base Rate plus the Applicable Base Rate Margin for Revolving Loans maintained as Base Rate Loans as in effect from time to time (plus an additional 2% per annum if not reimbursed by the third Business Day after the date of such payment or disbursement), such interest also to be payable on demand; PROVIDED, PROVIDED that it is understood and agreed, however, that the notices referred to below in this clause (a) shall not be required to be given if a Default or an Event of Default under Section 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 a rate per annum which shall be the Base Rate plus the Applicable Base Rate Margin for Revolving Loans maintained as Base Rate Loans plus 2% on and after the third Business Day following the respective Drawing). Each Letter of Credit Issuer shall provide the Borrower prompt notice of any payment or disbursement made by it under any Letter of Credit issued by it, although the failure of, or delay in, giving any such notice shall not release or diminish the 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 hereby agrees to reimburse each Letter of Credit Issuerthe respective Issuing Bank, by making payment to the 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 Borrower and such Issuing Bank), for any payment or disbursement made by such Letter of Credit issuer it under any Letter of Credit issued by it (each such amount amount, so paid or disbursed until reimbursed, an "Unpaid Drawing") no later than one Business Day following ), on the day immediately succeeding the date the Borrower is notified of such payment or disbursementdisbursement to the extent the Borrower is notified prior to or by 2:00 p.m. (New York time) (or by 12:00 Noon on the second immediately succeeding Business Day to the extent the Borrower is notified after 2:00 p.m. (New York time)), with interest on the amount so paid or disbursed by such Letter of Credit Issuer, to the extent not reimbursed prior to 1:00 P.M. (New York time) on Issuing Bank accruing from the date of such payment or disbursementdisbursement to, from and including but excluding, the date paid or disbursed to but not including the date such Letter of Credit Issuer is Agent was reimbursed therefor by the Borrower at a rate per annum which shall be the Base Rate in effect from time to time plus the Applicable Base Rate Margin, provided, however, to the extent such amounts are not reimbursed prior to 12:00 Noon (New York time) on the third Business Day following notice to the Borrower by the Agent or the respective Issuing Bank of such payment or disbursement, interest shall thereafter accrue on the amounts so paid or disbursed by such Issuing Bank (and until reimbursed by the Borrower) at a rate per annum which shall be the Base Rate in effect from time to time plus the Applicable Base Rate Margin for Revolving Loans maintained as Base Rate Loans as plus 2%, in effect from time to time (plus an additional 2% per annum if not reimbursed by the third Business Day after the date of each such payment or disbursement)case, such with interest also to be payable on demand; PROVIDED, that it is being understood and agreed, however, that the notices notice referred to below in this clause (a) the immediately preceding proviso shall not be required to be given if a Default or an Event of Default under Section 10.05 shall have occurred and be continuing (and, in which case the Unpaid Drawings such case, interest 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 the Base Rate plus the Applicable Base Rate Margin for Revolving Loans maintained as Base Rate Loans plus 2% accrue on and after the third Business Day following after the respective Drawing)Drawing at the rate provided in the immediately preceding proviso. Each Letter of Credit Issuer The respective Issuing Bank shall provide give the Borrower prompt notice of any payment or disbursement made by it each Drawing under any Letter of Credit issued by it, although provided that the failure of, or delay in, giving to give any such notice shall not release in no way affect, impair or diminish the Borrower's obligations of the Borrower under this Section 2.04(a) or under any other Section of this Agreementhereunder.

Agreement to Repay Letter of Credit Drawings. (a) The Borrower -------------------------------------------- hereby agrees to reimburse each Letter of Credit Issuer, by making payment to the Administrative Agent in immediately available funds at the Payment Office, for any payment or disbursement made by such Letter of Credit issuer Issuer under any Letter of Credit issued by it (each such amount so paid or disbursed until reimbursed, an "Unpaid Drawing") no later than one Business Day following immediately after, and in any event on the date of such payment or disbursement, with interest on the amount so paid or disbursed by such Letter of Credit Issuer, to the extent not reimbursed prior to 1:00 2:00 P.M. (New York time) on the date of such payment or disbursement, from and including the date paid or disbursed to but not including the date such Letter of Credit Issuer is reimbursed therefor at a rate per annum which shall be the Base Rate plus the then Applicable Base Rate Margin for Revolving Loans maintained as Base Rate Loans plus the Base Rate, each as in effect from time to time (plus an additional 2% per annum if not reimbursed by the third Business Day after the date of such payment or disbursement), such interest also to be payable on demand; PROVIDEDprovided, that it -------- is understood and agreed, however, that the notices referred to below above in this clause (a) shall not be required to be given if a Default or an Event of Default under such Section 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 a rate per annum which shall be (x) until the Base Rate plus third Business Day following the respective Drawing, the Applicable Base Rate Margin for Revolving Loans maintained as Base Rate Loans plus 2% the Base Rate, each as in 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%). Each Letter of Credit Issuer shall provide the Borrower prompt notice of any payment or disbursement made by it under any Letter of Credit issued by it, although the failure of, or delay in, giving any such notice shall not release or diminish the 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 -------------------------------------------- hereby agrees to reimburse each Letter of Credit Issuer, by making payment to the Administrative Agent in U.S. Dollars and in immediately available funds at the Payment Office, for any payment or disbursement made by such Letter of Credit issuer Issuer under any Letter of Credit issued by it (each such amount so paid or disbursed until reimbursed, an "Unpaid Drawing") no later than one Business Day following immediately after, and in any event on the date of (or, if not notified by the respective Letter of Credit Issuer prior to 1:00 P.M. (New York time) on the date of such payment or disbursement, on the Business Day following), such payment or disbursement, with interest on the amount so paid or disbursed by such Letter of Credit Issuer, to the extent not reimbursed prior to 1:00 2:00 P.M. (New York time) on Schedule I the date of such payment or disbursement, on the Business Day following), such payment or disbursement, with interest on the amount so paid or disbursed by such Letter of Credit Issuer, to the extent not reimbursed prior to 2:00 P.M. (New York time) on the date of such payment or disbursement, from and including the date paid or disbursed to but not including the date such Letter of Credit Issuer is reimbursed therefor at a rate per annum which shall be the Base Rate plus the then Applicable Base Rate Margin for Revolving Loans maintained as Base Rate Loans plus the ---- Base Rate, each as in effect from time to time (plus an additional 2% per annum if not reimbursed by the third Business Day after the date of such payment or disbursement), such interest also to be payable on demand; PROVIDEDprovided, that it is -------- understood and agreed, however, that the notices referred to below above in this clause (a) shall not be required to be given if a Default or an Event of Default under such Section 10.05 shall have occurred and be continuing (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 Base Rate plus third Business Day following the respective Drawing, the Applicable Base Rate Margin for Revolving Loans maintained as Base Rate Loans plus 2% the Base Rate, each as in 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%. Each Letter of Credit Issuer shall provide the ---- Borrower prompt notice of any payment or disbursement made by it under any Letter of Credit issued by it, although the failure of, or delay in, giving any such notice shall not release or diminish the 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 hereby agrees to reimburse each Letter of Credit Issuerthe 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 Letter of Credit issuer it under any Letter of Credit issued by it (each such amount amount, so paid or disbursed until reimbursed, an "“Unpaid Drawing") ”), no later than one three Business Day following Days after the date on which the Issuing Lender gives notice to the Borrower of such payment or disbursement, with interest on the amount so paid or disbursed by such Letter of Credit IssuerIssuing Lender, to the extent not reimbursed prior to 1:00 P.M. 12:00 Noon (New York time) on the date of such payment or disbursement, from and including the date paid or disbursed to but not including excluding the date such Letter of Credit Issuer is Issuing Lender was reimbursed by the Borrower therefor at a rate per annum which shall be the Base Rate in effect from time to time plus the Applicable Base Rate Margin for Revolving Loans maintained as Base Rate Loans as in effect from time Loans; provided, however, to time (plus an additional 2% per annum if the extent such amounts are not reimbursed by prior to 12:00 Noon (New York time) on the third Business Day after the date following notice of such payment or disbursement), interest shall thereafter accrue on the amounts so paid or disbursed by such interest also to be payable on demand; PROVIDED, that it is understood Issuing Lender (and agreed, however, that until reimbursed by the notices referred to below in this clause (aBorrower) shall not be required to be given if a Default or an Event of Default under Section 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 a rate per annum which shall be the Base Rate in effect from time to time plus the Applicable Base Rate Margin for Revolving Loans maintained as Base Rate Loans plus 2% %, in each such case, with interest to be payable on and after the third Business Day following the demand. The respective Drawing). Each Letter of Credit Issuer Issuing Lender shall provide give the Borrower prompt notice of any payment or disbursement made by it each Drawing under any Letter of Credit issued by itCredit, although provided that the failure of, or delay in, giving to give any such notice shall not release in no way affect, impair or diminish the Borrower’s obligations of the Borrower under this Section 2.04(a) or under any other Section of this Agreementhereunder.

Agreement to Repay Letter of Credit Drawings. (a) The Borrower hereby agrees to reimburse each Letter of Credit IssuerBTCo, by making payment to the Agent BTCo in immediately available funds at the Payment Office, for any payment or disbursement made by such Letter of Credit issuer BTCo under any Letter of Credit issued by it (each such amount amount, so paid or disbursed until reimbursed, an "Unpaid Drawing"), upon receipt of notice by BTCo of such payment or disbursement prior to 11:00 A.M. (New York time) no later than one Business Day following on the date of of, such payment or disbursement, with interest on the amount so paid or disbursed by such Letter of Credit IssuerBTCo, to the extent not reimbursed prior to 1:00 P.M. 12:00 Noon (New York time) on the date of such payment or disbursement, from and including the date paid or disbursed to but not including excluding the date such Letter of Credit Issuer is BTCo was reimbursed by the Borrower therefor at a rate per annum which shall be the Base Rate in effect from time to time plus the Applicable Base Rate Margin for Revolving Loans maintained as Base Rate Loans as in effect from time Loans, provided, however, to time (plus an additional 2% per annum if the extent such amounts are not reimbursed by prior to 12:00 Noon (New York time) on the third Business Day after following the date receipt by the Borrower of notice of such payment or disbursement), such interest also to be payable on demand; PROVIDED, that it is understood and agreed, however, that disbursement or the notices referred to below in this clause (a) shall not be required to be given if occurrence of a Default or an Event of Default under Section 10.05 10.05, interest shall have occurred thereafter accrue on the amounts so paid or disbursed by BTCo (and be continuing (in which case until reimbursed by 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 PartyBorrower) and shall bear interest at a rate per annum which shall be the Base Rate in effect from time to time plus the Applicable Base Rate Margin for Revolving Loans maintained as Base Rate Loans plus 2% %, in each such case, with interest to be payable on and after the third Business Day following the respective Drawing)demand. Each Letter of Credit Issuer BTCo shall provide give the Borrower prompt written notice of any payment or disbursement made by it each Drawing under any Letter of Credit issued by itCredit, although provided that the failure of, or delay in, giving to give any such notice shall not release in no way affect, impair or diminish the Borrower's obligations of the Borrower under this Section 2.04(a) or under any other Section of this Agreementhereunder.

Agreement to Repay Letter of Credit Drawings. (a) The U.S. -------------------------------------------- Borrower hereby agrees to reimburse each Letter of Credit Issuer, by making payment to the Administrative Agent in U.S. Dollars and in immediately available funds at the Payment Office, for any payment or disbursement made by such Letter of Credit issuer Issuer under any Letter of Credit issued by it (each such amount so paid or disbursed until reimbursed, an "Unpaid Drawing") no later than one Business Day following immediately after, and in any event on the date of such payment or disbursement, with interest on the amount so paid or disbursed by such Letter of Credit Issuer, to the extent not reimbursed prior to 1:00 2:00 P.M. (New York time) on the date of such payment or disbursement, from and including the date paid or disbursed to but not including the date such Letter of Credit Issuer is reimbursed therefor at a rate per annum which shall be the Base Rate plus the Applicable Base Rate Margin for Dollar Revolving Loans maintained as Base Rate Loans as in effect from time to time (plus an additional 2% per annum if not reimbursed by the third Business Day after the date of such payment or disbursement), such interest also to be payable pay able on demand. Each Letter of Credit Issuer shall provide the U.S. Borrower prompt notice of any payment or disbursement made by it under any Letter of Credit issued by it; PROVIDEDprovided, that it is understood and agreed, however, that -------- (i) the notices referred to below in this clause (a) above shall not be required to be given if a Default or an Event of Default under such Section 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 U.S. Borrower) and shall bear interest at a rate per annum which shall be the Base Rate plus the Applicable Base Rate Margin for Revolving Loans maintained as Base Rate Loans plus 2% on and after the third Business Day following the respective Drawing). Each Letter of Credit Issuer shall provide the Borrower prompt notice of any payment or disbursement made by it under any Letter of Credit issued by it, although (ii) the failure of, or delay in, giving any such notice shall not release or diminish the obligations of the U.S. 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 hereby agrees to reimburse each the respective Letter of Credit Issuer, by making payment to the Administrative Agent in U.S. Dollars and in immediately available funds at the Payment Office, for any payment or disbursement made by such Letter of Credit issuer Issuer under any Letter of Credit issued by it (each such amount so paid or disbursed until reimbursed, an "Unpaid Drawing") no later than one Business Day following immediately after, and in any event on the date of such payment or disbursement, with interest on the amount so paid or disbursed by such Letter of Credit Issuer, to the extent not reimbursed prior to 1:00 2:00 P.M. (New York time) on the date of such payment or disbursement, from and including the date paid or disbursed to but not including the date such Letter of Credit Issuer is reimbursed therefor at a rate per annum which shall be the Base Rate plus the Applicable Base Rate Margin for Revolving Loans maintained as Base Rate Loans as in effect from time to time (plus an additional 2% per annum if not reimbursed by the third Business Day after the date of such payment or disbursement), such interest also to be payable on demand. Each Letter of Credit Issuer shall provide the Borrower prompt notice of any payment or disbursement made by it under any Letter of Credit issued by it; PROVIDEDprovided, -------- that it is understood and agreed, however, that (i) the notices referred to below in this clause (a) above shall not be required to be given if a Default or an Event of Default under such Section 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 Borrower) and shall bear interest at a rate per annum which shall be the Base Rate plus the Applicable Base Rate Margin for Revolving Loans maintained as Base Rate Loans plus 2% on and after the third Business Day following the respective Drawing). Each Letter of Credit Issuer shall provide the Borrower prompt notice of any payment or disbursement made by it under any Letter of Credit issued by it, although (ii) the failure of, or delay in, giving any such notice shall not release or diminish the 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 -------------------------------------------- hereby agrees to reimburse each Letter of Credit Issuerthe respective Issuing Bank, by making payment to the 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 as determined by BTCo on the date of such payment or disbursement) and in immediately available funds at the Payment Office, for any payment or disbursement made by such Letter of Credit issuer it under any Letter of Credit issued by it (each such amount amount, or the Dollar Equivalent thereof as determined by BTCo on the date of payment or disbursement, so paid or disbursed until reimbursed, an "Unpaid Drawing") no later than one Business Day following ), immediately after, and in any event on the date of, the date of such payment or disbursement, with interest on the amount so paid or disbursed by such Letter of Credit IssuerIssuing Bank, to the extent not reimbursed prior to 1:00 P.M. 12:00 Noon (New York time) on the date of such payment or disbursement, from and including the date paid or disbursed to but not including excluding the date such Letter of Credit Issuer is Issuing Bank was reimbursed by the Borrower therefor at a rate per annum which shall be the Base Rate plus the Applicable Base Rate Margin for Revolving Loans maintained as Base Rate Loans as in effect from time to time (plus an additional 2% per annum if the Applicable Margin for Revolving Loans that are maintained as Base Rate Loans; provided, however, -------- ------- to the extent such amounts are not reimbursed by prior to 12:00 Noon (New York time) on the third Business Day after the date of following such payment or disbursement), interest shall thereafter accrue on the amounts so paid or disbursed by such interest also to be payable on demand; PROVIDED, that it is understood Issuing Bank (and agreed, however, that until reimbursed by the notices referred to below in this clause (aBorrower) shall not be required to be given if a Default or an Event of Default under Section 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 a rate per annum which shall be the Base Rate in effect from time to time plus the Applicable Base Rate Margin for Revolving Loans that are maintained as Base Rate Loans plus 2% %, in each such case, with interest to be payable on and after the third Business Day following the demand. The respective Drawing). Each Letter of Credit Issuer Issuing Bank shall provide give the Borrower prompt notice of any payment or disbursement made by it each Drawing under any Letter of Credit issued by itCredit; provided, although that the failure of, or delay in, giving to give any such notice shall not release in no way affect, -------- impair or diminish the Borrower's obligations of the Borrower under this Section 2.04(a) or under any other Section of this Agreementhereunder.

Agreement to Repay Letter of Credit Drawings. (a) The Borrower Borrowers hereby agrees agree to reimburse each Letter of Credit Issuer, by making payment to the Administrative Agent in immediately available funds at the Payment Office, for any payment or disbursement made by such Letter of Credit issuer Issuer under any Letter of Credit issued by it (each such amount so paid or disbursed until reimbursed, an "“Unpaid Drawing"”) no later than one three Business Day following Days after the date Administrative Agent notifies the Borrowers of such payment or disbursement, with interest on the amount so paid or disbursed by such Letter of Credit Issuer, to the extent not reimbursed prior to 1:00 2:00 P.M. (New York Philadelphia time) on the date of such payment or disbursement, from and including the date paid or disbursed to but not including the date such Letter of Credit Issuer is reimbursed therefor at a rate per annum which shall be the Base Rate plus the then Applicable Base Rate Margin for Revolving Loans maintained as Base Rate Loans plus the Base Rate, each as in effect from time to time (plus an additional 2% per annum if not reimbursed by the third Business Day after the date the Borrowers are given notice of such payment or disbursement), such interest also to be payable on demand; PROVIDED, provided that it is understood and agreed, however, that the notices referred to below above in this clause (a) shall not be required to be given if a Default or an Event of Default under Section 10.05 11.5 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 Base Rate plus third Business Day following the respective Unpaid Drawing, the Applicable Base Rate Margin for Revolving Loans maintained as Base Rate Loans plus 2% the Base Rate, each as in 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%). Each Letter of Credit Issuer shall provide the Borrower Borrowers prompt notice of any payment or disbursement made by it under any Letter of Credit issued by it, although the failure of, or delay in, giving any such notice shall not release or diminish the obligations of the Borrower Borrowers under this Section 2.04(a3.4(a) or under any other Section of this Agreement.

Agreement to Repay Letter of Credit Drawings. (a) The Borrower hereby agrees to reimburse each Letter of Credit Issuer, by making payment to the Administrative Agent in immediately available funds at the Payment Office, for any payment or disbursement made by such Letter of Credit issuer Issuer under any Letter of Credit issued by it (each such amount so paid or disbursed until reimbursed, an "Unpaid Drawing") no later than one Business Day following the date of such payment or disbursement, with interest on the amount so paid or disbursed by such Letter of Credit Issuer, to the extent not reimbursed prior to 1:00 P.M. (New York time) on the date of such payment or disbursement, from and including the date paid or disbursed to but not including the date such Letter of Credit Issuer is reimbursed therefor at a rate per annum which shall be the Base Rate plus the Applicable Base Rate Margin for Revolving Loans maintained as Base Rate Loans as in effect from time to time (plus an additional 2% per annum if not reimbursed by the third Business Day after the date of such payment or disbursement), such interest also to be payable on demand; PROVIDED, provided that it is understood and agreed, however, that the notices referred to below in this clause (a) shall not be required to be given if a Default or an Event of Default under Section 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 a rate per annum which shall be the Base Rate plus the Applicable Base Rate Margin for Revolving Loans maintained as Base Rate Loans plus 2% on and after the third Business Day following the respective Drawing). Each Letter of Credit Issuer shall provide the Borrower prompt notice of any payment or disbursement made by it under any Letter of Credit issued by it, although the failure of, or delay in, giving any such notice shall not release or diminish the 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 Borrowers hereby agrees jointly and severally agree to reimburse each Letter of Credit IssuerIssuing Lender, by making payment to the Administrative Agent in the relevant Permitted Currency in immediately available funds at the Payment Office, for any payment or disbursement made by such Letter of Credit issuer Issuing Lender under any Letter of Credit issued by it (each such amount amount, so paid or disbursed until reimbursed, an "“Unpaid Drawing") no ”), not later than one the Business Day following receipt by the date Borrowers of notice of such payment or disbursementdisbursement from the Issuing Lender, with interest on the amount so paid Administrative Agent or disbursed by any other Lender (provided that no such Letter of Credit Issuer, to the extent not reimbursed prior to 1:00 P.M. (New York time) on the date of such payment or disbursement, from and including the date paid or disbursed to but not including the date such Letter of Credit Issuer is reimbursed therefor at a rate per annum which notice shall be the Base Rate plus the Applicable Base Rate Margin for Revolving Loans maintained as Base Rate Loans as in effect from time to time (plus an additional 2% per annum if not reimbursed by the third Business Day after the date of such payment or disbursement), such interest also to be payable on demand; PROVIDED, that it is understood and agreed, however, that the notices referred to below in this clause (a) shall not be required to be given if a Default or an Event of Default under Section 10.05 shall have occurred and be continuing (continuing, in which case the Unpaid Drawings Drawing 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 Borrowers)), with interest on the amount so paid or disbursed by such Issuing Lender, to the extent not reimbursed prior to 12:00 Noon (New York time) on the date of such payment or disbursement, from and shall bear interest including the date paid or disbursed to but excluding the date such Issuing Lender was reimbursed by the Borrowers therefor at a rate per annum which shall be equal to the Base Overnight Offered Rate for the relevant Permitted Currency, as in effect from time to time, plus the Applicable Base Rate Margin for Revolving Loans maintained as Base Rate Loans plus 2% Margin; provided, however, to the extent such amounts are not reimbursed prior to 12:00 Noon (New York time) on and after the third Business Day following such payment or disbursement, the respective DrawingBorrowers shall be deemed to have requested a borrowing of Dollar Revolving Loans or Alternate Currency Revolving Loans, as the case may be, as provided in Section 1.01(d). Each Letter of Credit Issuer Issuing Lender shall provide give the Borrower Borrowers prompt written notice of any payment or disbursement made by it each Drawing under any Letter of Credit issued by it, although provided that the failure of, or delay in, giving to give any such notice shall not release in no way affect, impair or diminish the Borrowers’ obligations hereunder. In the event that any Issuing Lender makes any payment under any Letter of Credit issued by it, the Borrower Borrower’s obligation under this Section 2.04(a) or 2.04 to reimburse the respective Issuing Lender shall be in the same currency as the applicable Letter of Credit was issued determined on the date of payment by the Issuing Lender under any other Section the Letter of this AgreementCredit.

Agreement to Repay Letter of Credit Drawings. (a) The Borrower hereby agrees to reimburse each Letter of Credit IssuerBTCo, by making payment to the Agent BTCo in immediately available funds at the Payment Officeoffice, for any payment or disbursement made by such Letter BTCo under or in respect of Credit issuer under any Letter of Credit issued by it (each such amount amount, so paid or disbursed until reimbursed, an "Unpaid Drawing") no later than one Business Day following ), immediately after, and in any event on the date of of, such payment or disbursementdisbursement by BTCo, with interest on the amount so paid or disbursed by such Letter of Credit IssuerBTCo, to the extent not reimbursed prior to 1:00 P.M. 12:00 noon (New York time) on the date of such payment or disbursementdisbursement by BTCo, from and including the date paid or disbursed to but not including excluding the date such Letter of Credit Issuer is BTCo was reimbursed by the Borrower therefor at a rate per annum which shall be the Base Rate plus the Applicable Base Rate Margin for Revolving Loans maintained as Base Rate Loans as in effect from time to time (plus an additional 2% per annum if the Applicable Margin, PROVIDED, HOWEVER, to the extent such amounts are not reimbursed by prior to 12:00 noon (New York time) on the third Business Day after the date of following such payment or disbursement), such interest also to be payable shall thereafter accrue on demand; PROVIDED, that it is understood the amounts so paid or disbursed by BTCo (and agreed, however, that until reimbursed by the notices referred to below in this clause (aBorrower) shall not be required to be given if a Default or an Event of Default under Section 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 a rate per annum which shall be the Base Rate in effect from time to time plus the Applicable Base Rate Margin for Revolving Loans maintained as Base Rate Loans plus 2% %, in each such case, with interest to be payable on and after the third Business Day following the respective Drawing)demand. Each Letter of Credit Issuer BTCo shall provide give the Borrower prompt notice of any payment or disbursement made by it each Drawing under any Letter of Credit issued by itCredit, although provided that the failure of, or delay in, giving to give any such notice shall not release in no way affect, impair or diminish the Borrower's obligations of the Borrower under this Section 2.04(a) or under any other Section of this Agreementhereunder.

Agreement to Repay Letter of Credit Drawings. (ai) The Borrower hereby agrees to reimburse each Letter of Credit Issuerthe respective Issuing Lender, by making payment to the Agent in immediately available funds at the Payment Officefunds, for any payment or disbursement drawing (each, a "Drawing") made by such Letter of Credit issuer it under any Letter of Credit issued by it (each such amount so paid or disbursed Drawing until reimbursed, an "Unpaid Drawing") ), no later than one two (2) Business Day following Days after the date of such payment or disbursementDrawing, with interest on the amount so paid or disbursed by of such Letter of Credit IssuerDrawing, to the extent not reimbursed prior to 1:00 P.M. 12:00 Noon (New York Boston time) on the date of such payment or disbursementDrawing, from and including the date paid or disbursed of such Drawing to but not including excluding the date such Letter of Credit Issuer is Issuing Lender was reimbursed by the Borrower therefor at a rate per annum which shall be the Base Rate plus Applicable Prime Rate; provided, however, to the Applicable Base Rate Margin for Revolving Loans maintained as Base Rate Loans as in effect from time extent such amounts are not reimbursed prior to time 12:00 Noon (plus an additional 2% per annum if not Boston time) on the seventh (7th) Business Day following such Drawing, interest shall thereafter accrue on the amount (until reimbursed by the third Business Day after the date of such payment or disbursement), such interest also to be payable on demand; PROVIDED, that it is understood and agreed, however, that the notices referred to below in this clause (aBorrower) shall not be required to be given if a Default or an Event of Default under Section 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 a rate per annum which shall be the Base Prime Rate in effect from time to time plus the Applicable Base Rate Margin for Revolving Loans maintained as Base Rate Loans plus 2% 4%, in each such case, with interest to be payable on and after the third Business Day following the demand. The respective Drawing). Each Letter of Credit Issuer Issuing Lender shall provide give the Borrower prompt written notice of any payment or disbursement made by it each Drawing under any Letter of Credit issued by itCredit, although provided that the failure of, or delay in, giving to give any such notice shall not release in no way affect, impair or diminish the Borrower's obligations of the Borrower under this Section 2.04(a) or under any other Section of this Agreementhereunder.

Agreement to Repay Letter of Credit Drawings. (a) The Borrower hereby agrees to reimburse each Letter of Credit Issuerthe Lender, by making payment in Dollars (or in the case of Letters of Credit with Stated Amounts denominated in Euros, in Euros) to the Agent Lender in immediately available funds at the Payment Office, Office for any payment or disbursement made by such Letter of Credit issuer the Lender under any Letter of Credit issued by it (each such amount so paid or disbursed until reimbursed, an "Unpaid Drawing") no ), not later than one the first Business Day following after the date Lender notifies the Borrower of such payment or disbursement, with interest on the amount so paid or disbursed by such Letter of Credit Issuerthe Lender, to the extent not reimbursed prior to 1:00 2:00 P.M. (New York time) ), on the date of such payment or disbursement, from and including the date paid or disbursed to but not including excluding the date such Letter of Credit Issuer the Lender is reimbursed by the Borrower therefor at a rate per annum which shall be (x) the Base Eurodollar Rate plus for the Applicable Base Rate Margin for Revolving Loans maintained as Base Rate Loans as Interest Period in effect from time to time (plus an additional 2% per annum if the Applicable Margin, provided, however, to the extent such amounts are not reimbursed prior to 2:00 P.M. (New York time) on the first Business Day following notice to the Borrower by the third Business Day after the date Lender of such payment or disbursement), interest shall thereafter accrue on the amounts so paid or disbursed by the Lender and until reimbursed by the Borrower at a rate per annum which shall be 2% in excess of the rate then applicable to such interest also to be payable on demandLetter of Credit; PROVIDEDprovided further, that it is understood and agreed, however, that the notices referred to below 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 of the type set forth in Section 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 a the rate per annum which shall be provided in the Base Rate plus the Applicable Base Rate Margin for Revolving Loans maintained as Base Rate Loans plus 2% foregoing proviso on and after the third first Business Day following the respective Drawing). Each Letter of Credit Issuer shall provide the Borrower prompt notice of any payment or disbursement made by it under any Letter of Credit issued by it, although the failure of, or delay in, giving any such notice shall not release or diminish the 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 Borrowers hereby agrees jointly and severally agree to reimburse (or cause any Letter of Credit Obligor for whose account a Letter of Credit was issued to reimburse) each Letter of Credit Issuer, by making payment directly to the 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 Letter of Credit issuer Issuer under any Letter of Credit issued by it (each such amount so paid or disbursed until reimbursed, an "Unpaid Drawing") no later than one Business Day following immediately after, and in any event on the date on which, such Letter of Credit Issuer notifies the Borrower Representative (or any such other Letter of Credit Obligor for whose account such Letter of Credit was issued) of such payment or disbursement (which notice to the Borrower Representative (or such other Letter of Credit Obligor) shall be delivered reasonably promptly after any such payment or disbursement), such payment to be made in Dollars, with interest on the amount so paid or disbursed by such Letter of Credit Issuer, to the extent not reimbursed prior to 1:00 P.M. (New York 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 not including the date such Letter of Credit Issuer is reimbursed therefor at a rate per annum which that shall be the Base Rate plus the Applicable Base Rate Margin for Revolving rate then applicable to Loans maintained as that are Base Rate Loans as in effect from time to time (plus an additional 2% per annum as described in Section 2.5(c) if not reimbursed by the third Business Day after on the date of such payment or disbursement), any such interest also to be payable on demand; PROVIDED. 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, that it is understood and agreedthe Borrowers have not made such reimbursement out of its available cash on hand or a contemporaneous Borrowing hereunder, however, that (x) the notices referred Borrowers will be deemed to below in this clause (a) shall not be required to be have given if a Default or an Event Notice of Default under Section 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 a rate per annum which shall be the Base Rate plus the Applicable Base Rate Margin Borrowing for Revolving Loans maintained as Base Rate Loans plus 2% on in an aggregate principal amount sufficient to reimburse such Unpaid Drawing (and after the third Business Day following Administrative Agent shall promptly give notice to the respective DrawingLenders of such deemed Notice of Borrowing). Each , (y) the Lenders shall, unless they are legally prohibited from doing so, make the 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 the applicable Letter of Credit Issuer shall provide to the Borrower prompt notice of extent necessary to effect such reimbursement, with any payment or disbursement excess proceeds to be made by it under any Letter of Credit issued by it, although available to the failure of, or delay in, giving any such notice shall not release or diminish Borrowers in accordance with the obligations of the Borrower under this Section 2.04(a) or under any other Section applicable provisions of this Agreement.

Agreement to Repay Letter of Credit Drawings. (a) The Borrower hereby agrees to reimburse each the Letter of Credit Issuer, 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 the Letter of Credit issuer Issuer under any Letter of Credit issued by it (each such amount so paid or disbursed until reimbursed, an "“Unpaid Drawing"”) no later than (i) within one Business Day of the 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. (Dallas, Texas time) on such next succeeding Business Day (from the date of such payment or disbursement or (ii) if such notice is received after such time, on the next Business Day following the date of receipt of such payment notice (such required date for reimbursement under clause (i) or disbursement(ii), as applicable, on such Business Day (the “Reimbursement Date”)), with interest on the amount so paid or disbursed by such the Letter of Credit Issuer, to the extent not reimbursed prior to 1:00 P.M. (New York time) on from and including the date of such payment or disbursement, from and including the date paid or disbursed disbursement to but not including excluding the date Reimbursement Date, at the per annum rate for each day equal to the 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 Issuer is reimbursed therefor at a rate per annum which shall be the Base Rate plus the Applicable Base Rate Margin for Revolving Loans maintained as Base Rate Loans as in effect from time to time (plus an additional 2% per annum if not reimbursed by the third Business Day after the date of such payment or disbursement), such interest also deemed to be payable on demand; PROVIDED, that it is understood and agreed, however, an Unpaid Drawing subject to the provisions of this Section 3.4 except that the notices referred to below in this clause (a) shall not be required to be given if a Default or an Event of Default under Section 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 a rate per annum which shall be the Base Rate plus the Applicable Base Rate Margin for Revolving Loans maintained as Base Rate Loans plus 2% on and after the third Business Day following the respective Drawing). Each Letter of Credit Issuer shall provide hold the Borrower prompt notice of any payment or disbursement made by it under any proceeds received from the Lenders as contemplated above as cash collateral for such Letter of Credit issued by itto reimburse any Drawing under such Letter of Credit and shall use such proceeds first, although to reimburse itself for any Drawings made in respect of such Letter of Credit following the failure ofL/C Maturity Date, second, to the extent such Letter of Credit expires or delay in, giving is returned undrawn while any such notice shall cash collateral remains, to the repayment of obligations in respect of any Loans that have not release or diminish the obligations of paid at such time and third, to the Borrower under or as otherwise directed by a court of competent jurisdiction. Nothing in this Section 2.04(a3.4(a) or under any other Section shall affect the Borrower’s 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 Letter of Credit Issuerthe respective Issuing Bank, by making payment to the Administrative Agent in immediately available funds at the Payment Office, for any payment or disbursement made by such Letter of Credit issuer it under any Letter of Credit issued by it (each such amount amount, so paid or disbursed until reimbursed, an "Unpaid Drawing") ), no later than one three Business Day following Days after the date of such payment or disbursement, with interest on the amount so paid or disbursed by such Letter of Credit IssuerIssuing Bank, to the extent not reimbursed prior to 1:00 P.M. 12:00 Noon (New York time) on the date of such payment or disbursement, from and including the date paid or disbursed to but not including excluding the date such Letter of Credit Issuer is Issuing Bank was reimbursed by the Borrower therefor at a rate per annum which shall be the Base Rate in effect from time to time plus the Applicable Base Rate Margin for Revolving Loans maintained as Base Rate Loans as in effect from time Loans, PROVIDED, HOWEVER, to time (plus an additional 2% per annum if the extent such amounts are not reimbursed by prior to 12:00 Noon (New York time) on the third fifth Business Day after the date following receipt of notice of such payment or disbursement), interest shall thereafter accrue on the amounts so paid or disbursed by such interest also to be payable on demand; PROVIDED, that it is understood Issuing Bank (and agreed, however, that until reimbursed by the notices referred to below in this clause (aBorrower) shall not be required to be given if a Default or an Event of Default under Section 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 a rate per annum which shall be the Base Rate in effect from time to time plus the Applicable Base Rate Margin for Revolving Loans maintained as Base Rate Loans plus 2% %, in each such case, with interest to be payable on and after the third Business Day following the demand. The respective Drawing). Each Letter of Credit Issuer Issuing Bank shall provide give the Borrower prompt notice of any payment or disbursement made by it each Drawing under any Letter of Credit issued by itCredit, although PROVIDED that the failure of, or delay in, giving to give any such notice shall not release in no way affect, impair or diminish the Borrower's obligations of the Borrower under this Section 2.04(a) or under any other Section of this Agreementhereunder.

Agreement to Repay Letter of Credit Drawings. (a) The Borrower -------------------------------------------- hereby agrees to reimburse each the Letter of Credit Issuer, by making payment to the Agent in immediately available funds at the Payment Office, for any payment or disbursement made by such the Letter of Credit issuer Issuer under any Letter of Credit issued by it (each such amount so paid or disbursed dis bursed until reimbursed, an "Unpaid Drawing") promptly upon but no later than one two Business Day following Days after the date Letter of Credit Issuer notifies the Borrower that such payment or disbursementdisbursement has occurred (provided that no such notice shall be required to be given if a Default or an Event of Default under Section 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 the Letter of Credit Issuer, to the extent not reimbursed prior to 1:00 P.M. (New York time) on the date of such payment pay ment or disbursement, from and including the date paid or disbursed to but not including the date such the Letter of Credit Issuer is reimbursed therefor at a rate per annum which shall be the Base Rate plus the Applicable Base Rate Margin for Revolving Loans maintained as plus the Base Rate Loans as in effect from time to time (plus an additional 2% per annum if not reimbursed by the third Business Day after the date of such notice of such payment or disbursementdisbursement or following the occurrence of a Default or an Event of Default under Section 9.05), such interest also to be payable on demand; PROVIDED, that it is understood and agreed, however, that the notices referred to below in this clause (a) shall not be required to be given if a Default or an Event of Default under Section 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 a rate per annum which shall be the Base Rate plus the Applicable Base Rate Margin for Revolving Loans maintained as Base Rate Loans plus 2% on and after the third Business Day following the respective Drawing). Each Letter of Credit Issuer shall provide the Borrower prompt notice of any payment or disbursement made by it under any Letter of Credit issued by it, although the failure of, or delay in, giving any such notice shall not release or diminish the 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 (i) Subject to Section 2.05(b), the Borrower hereby agrees to reimburse each Letter of Credit IssuerIssuing Lender, by making payment to the Administrative Agent in immediately available funds at the Payment Office, Office for any payment or disbursement made by such Letter of Credit issuer Issuing Lender under any Letter of Credit issued by it (each such amount amount, so paid or disbursed until reimbursedreimbursed by the Borrower, an "Unpaid Drawing") no ), not later than one Business Day following receipt by the date Borrower of notice of such payment or disbursement, with interest on the amount so paid or disbursed by disbursement (provided that no such Letter of Credit Issuer, to the extent not reimbursed prior to 1:00 P.M. (New York time) on the date of such payment or disbursement, from and including the date paid or disbursed to but not including the date such Letter of Credit Issuer is reimbursed therefor at a rate per annum which notice shall be the Base Rate plus the Applicable Base Rate Margin for Revolving Loans maintained as Base Rate Loans as in effect from time to time (plus an additional 2% per annum if not reimbursed by the third Business Day after the date of such payment or disbursement), such interest also to be payable on demand; PROVIDED, that it is understood and agreed, however, that the notices referred to below in this clause (a) shall not be required to be given if a Default or an Event of Default under Section 10.05 shall have occurred and be continuing (continuing, in which case the Unpaid Drawings Drawing 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)), with interest on the amount so paid or disbursed by such Issuing Lender, to the extent not reimbursed prior to 12:00 Noon (New York time) on the date of such payment or disbursement, from and shall bear interest 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 which shall be equal to (i) in the case of WC Unpaid Drawings, the Base Rate 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 Loans, or (ii) in the case of CL Unpaid Drawings, the Base Rate in effect from time to time plus 2% the remainder of (A) the Applicable CL Margin as in effect from time to time minus (B) 1.00%; provided, however, (x) to the extent such amounts are not reimbursed prior to 12:00 Noon (New York time) on and after the third Business Day following the receipt by the Borrower of notice of such payment or disbursement 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 Borrower) at a rate per annum equal to the rate otherwise applicable to the respective DrawingUnpaid Drawing as provided in sub-clause (i) or (ii) above, as the case may be, plus (in either case) 2%, with such interest to be payable on demand, and (y) from and after the time that the Borrower shall have notified the Administrative Agent and the respective Issuing Lender that the Borrower has elected to keep outstanding a CL Unpaid Drawing as provided in Section 2.05(b)(i), such CL Unpaid Drawing shall accrue interest as provided in Section 2.05(b)(ii). Each Letter of Credit Issuer Issuing Lender shall provide give the Borrower and the Administrative Agent prompt written notice of any payment or disbursement made by it each Drawing under any Letter of Credit issued by it, although provided that the failure of, or delay in, giving to give any such notice shall not release in no way affect, impair or diminish the Borrower's obligations of the Borrower under this Section 2.04(a) or under any other Section of this Agreementhereunder.

Agreement to Repay Letter of Credit Drawings. (a) The Borrower US -------------------------------------------- Borrowers hereby agrees jointly and severally agree to reimburse each Letter of Credit Issuer, by making payment to the Administrative Agent in Dollars (or, in the case of any payment or disbursement made by such Letter of Credit Issuer in Euros, of the Dollar Equivalent of such payment or disbursement as determined by such Letter of Credit Issuer on the date of such payment or disbursement) and in immediately available funds at the applicable Payment Office, for any payment or disbursement made by such Letter of Credit issuer Issuer under any Letter of Credit issued by it (each such amount so paid or disbursed until reimbursed, an "Unpaid Drawing") no later than one Business Day following immediately after, and in any event on the date of (or, if not notified by the respective Letter of Credit Issuer prior to 1:00 P.M. (Local time) on the date of such payment or disbursement, on the Business Day following) such payment or disbursement, with interest on the amount so paid or disbursed by such Letter of Credit Issuer, to the extent not reimbursed prior to 1:00 2:00 P.M. (New York Local time) on the date of such payment or disbursement, from and including the date paid or disbursed to but not including the date such Letter of Credit Issuer is reimbursed therefor at a rate per annum which shall be the Base Rate plus the Applicable Base Rate Margin for Dollar Revolving Loans maintained as Base Rate Loans plus ---- the Base Rate, each as in effect from time to time (plus an additional 2% per annum if not reimbursed by the third Business Day after the date of such payment or disbursement), such interest also to be payable on demand; PROVIDED, provided that it -------- is understood and agreed, however, that the notices referred to below above in this clause (a) shall not be required to be given if a Default or an Event of Default under such Section 10.05 shall have occurred and be continuing (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 Base Rate plus third Business Day following the respective Drawing, the Applicable Base Rate Margin for Dollar Revolving Loans maintained as Base Rate Loans plus 2% the Base ---- Rate, each as in 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%. Each Letter of Credit Issuer shall ---- provide the Borrower US Borrowers prompt notice of any payment or disbursement made by it under any Letter of Credit issued by it, although the failure of, or delay in, giving any such notice shall not release or diminish the obligations of the Borrower US Borrowers under this Section 2.04(a) or under any other Section of this Agreement.

Agreement to Repay Letter of Credit Drawings. (a) The Borrower -------------------------------------------- hereby agrees to reimburse each Letter of Credit Issuer, by making payment to the Agent in immediately available funds at the Payment Office, for any payment or disbursement made by such Letter of Credit issuer Issuer under any Letter of Credit issued by it (each such amount so paid or disbursed until reimbursed, an "Unpaid Drawing") no later than one Business Day following immediately after, and in any event on the date of such payment or disbursement, with interest on the amount so paid or disbursed by such Letter of Credit Issuer, to the extent not reimbursed prior to 1:00 P.M. (New York time) on the date of such payment or disbursement, from and including the date paid or disbursed to but not including the date such Letter of Credit Issuer is reimbursed therefor at a rate per annum which shall be the Base Rate plus the Applicable Base Rate Margin for Revolving Loans maintained as Base Rate Loans as in effect from time to time (plus an additional 2% per annum if not reimbursed by the third Business Day after the date of such payment or disbursement), such interest also to be payable on demand; PROVIDEDprovided, that it is -------- understood and agreed, however, that the notices referred to below above in this clause (a) shall not be required to be given if a Default or an Event of Default under such Section 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 a rate per annum which shall be the Base Rate plus the Applicable Base Rate Margin for Revolving Loans maintained as Base Rate Loans plus 2% on and after the third Business Day following the respective Drawing). Each Letter of Credit Issuer shall provide the Borrower prompt notice of any payment or disbursement made by it under any Letter of Credit issued by it, although the failure of, or delay in, giving any such notice shall not release or diminish the 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) (i) The Borrower hereby agrees to reimburse each Letter of Credit IssuerIssuing Lender, by making payment to the Administrative Agent (including, but not limited to, a payment made with the proceeds of a Revolving Loan) in immediately available funds at the Payment Office, for any payment or disbursement made by such Letter of Credit issuer Issuing Lender under any Letter of Credit issued by it (each such amount amount, so paid or disbursed until reimbursedreimbursed by the Borrower, an "Unpaid Drawing") no ), not later than one Business Day following receipt by the date Borrower of notice of such payment or disbursement, with interest on the amount so paid or disbursed by disbursement (provided that no such Letter of Credit Issuer, to the extent not reimbursed prior to 1:00 P.M. (New York time) on the date of such payment or disbursement, from and including the date paid or disbursed to but not including the date such Letter of Credit Issuer is reimbursed therefor at a rate per annum which notice shall be the Base Rate plus the Applicable Base Rate Margin for Revolving Loans maintained as Base Rate Loans as in effect from time to time (plus an additional 2% per annum if not reimbursed by the third Business Day after the date of such payment or disbursement), such interest also to be payable on demand; PROVIDED, that it is understood and agreed, however, that the notices referred to below in this clause (a) shall not be required to be given if a Default or an Event of Default under Section 10.05 shall have occurred and be continuing (continuing, in which case the Unpaid Drawings Drawing 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)), with interest on the amount so paid or disbursed by such Issuing Lender, to the extent not reimbursed prior to 12:00 Noon (New York time) on the date of such payment or disbursement, from and shall bear interest 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 which shall be equal to (i) in the case of RL Unpaid Drawings, the Base Rate 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 Loans, or (ii) in the case of the CL Unpaid Drawings, the Base Rate in effect from time to time plus 2% the Applicable CL Margin then in effect less 1.00%; provided, however, to the extent such amounts are not reimbursed prior to 12:00 Noon (New York time) on and after the third Business Day following the respective Drawing). Each Letter of Credit Issuer shall provide receipt by the Borrower prompt of notice of any such payment or disbursement made 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 it such Issuing Lender (and until reimbursed by the Borrower) at a rate per annum equal to the rate otherwise applicable to the respective Unpaid Drawing as provided in sub-clause (i) or (ii) above, as the case may be, plus (in either case) 2%, with such interest to be payable on demand. Each Issuing Lender shall give the Borrower and the Administrative Agent prompt written notice of each Drawing under any Letter of Credit issued by it, although provided that the failure of, or delay in, giving to give any such notice shall not release in no way affect, impair or diminish the Borrower's obligations of the Borrower under this Section 2.04(a) or under any other Section of this Agreementhereunder.

Agreement to Repay Letter of Credit Drawings. (a) The Borrower hereby agrees to reimburse each Letter of Credit Issuer, by making payment to the Administrative Agent in U.S. Dollars or Euros, as the case may be, and in immediately available funds at the Payment Office, for any payment or disbursement made by such Letter of Credit issuer Issuer under any Letter of Credit issued by it (each such amount so paid or disbursed until reimbursed, an "Unpaid DrawingUNPAID DRAWING") no later than one on or prior to the third Business Day following the date of such payment or disbursement, with interest on the amount so paid or disbursed by such Letter of Credit Issuer, to the extent not reimbursed prior to 1:00 2:00 P.M. (New York time) on the date of such payment or disbursement, from and including the date paid or disbursed to but not including the date such Letter of Credit Issuer is reimbursed therefor at a rate per annum which shall be the Base Rate plus the then Applicable Base Rate Margin for Revolving Loans maintained as Base Rate Loans plus the Base Rate, each as in effect from time to time (plus an additional 2% per annum if not reimbursed by the third Business Day after the date of the receipt by the Borrower from such Letter of Credit Issuer of notice of such payment or disbursement), such interest also to be payable on demand; PROVIDEDprovided, that it is understood and agreed, however, that the notices referred to below above in this clause (a) shall not be required to be given if a Default or an Event of Default under such Section 10.05 shall have occurred and be continuing (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 Borrower) and shall bear interest at a rate per annum which shall be (x) until the Base Rate plus third Business Day following the respective drawing, the Applicable Base Rate Margin for Revolving Loans maintained as Base Rate Loans plus 2% the Base Rate, each as in effect from time to time, and (y) at all times on and after the third Business Day following the respective Drawing)drawing, the rate per annum specified in preceding clause (x) plus 2%. Each Letter of Credit Issuer shall provide the Borrower prompt notice of any payment or disbursement made by it under any Letter of Credit issued by it, although the failure of, or delay in, giving any such notice shall not release or diminish the 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 Company hereby agrees to reimburse each Letter of Credit Issuerthe respective Issuing Bank, 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 Letter of Credit issuer Issuing Bank under any Letter of Credit issued by it (each such amount so paid or disbursed until reimbursedamount, an "Unpaid Drawing") no later than one Business Day following ), immediately after, and in any event on the date of of, such payment or disbursement, with interest on the amount so paid or disbursed by such Letter of Credit IssuerIssuing Bank, to the extent not reimbursed prior to 1:00 P.M. Noon (New York time) on the date of such payment or disbursement, from and including the date paid or disbursed to but not including excluding the date such Letter of Credit Issuer is Issuing Bank was reimbursed by the Company therefor at a rate per annum which shall be (x) unless a Company Bankruptcy Default exists on the date of the respective payment or disbursement, for the period from and including the date of the respective payment or disbursement until the earlier to occur of a Company Bankruptcy Default or the date of receipt by the Company from such Issuing Bank or the Administrative Agent of written or telephonic notice of such payment or disbursement, the Base Rate plus the Applicable Base Rate Margin for Revolving Loans maintained as Base Rate Loans as in effect from time to time and (plus an additional 2% per annum y) from and including the date of the respective payment or disbursement if a Company Bankruptcy Default then exists or, if a Company Bankruptcy Default does not reimbursed exist on the date of the respective payment or disbursement, from and including the earlier to occur of the date upon which a Company Bankruptcy Default subsequently occurs or the date of receipt by the third Business Day after Company from such Issuing Bank or the date Administrative Agent of written or telephonic notice of such payment or disbursement)disbursement to but excluding the date such Issuing Bank was reimbursed by the Company therefor, the Base Rate in effect from time to time plus 2-1/4%, in each case with such interest also to be payable on demand; PROVIDED, that it is understood and agreed, however, that the notices referred to below in this clause (a) shall not be required to be given if a Default or an Event of Default under Section 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 a rate per annum which shall be the Base Rate plus the Applicable Base Rate Margin for Revolving Loans maintained as Base Rate Loans plus 2% on and after the third Business Day following the respective Drawing). Each Letter of Credit Issuer shall provide the Borrower prompt notice of any payment or disbursement made by it under any Letter of Credit issued by it, although the failure of, or delay in, giving any such notice shall not release or diminish the 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 hereby agrees to reimburse each Letter of Credit Issuerthe respective Issuing Bank, by making payment to the Agent in U.S. dollars and in immediately available funds directly to the Administrative Agent at its address specified pursuant to Article XIII for the Payment Officebenefit of such Issuing Bank, for any payment or disbursement made by such Letter of Credit issuer Issuing Bank under any Letter of Credit issued by it (with each such amount so paid or disbursed paid, until reimbursed, an "Unpaid Drawing") no ), not later than one the Business Day following after the date Administrative Agent or such Issuing Bank notifies Borrower of such payment or disbursement, with interest on the amount so paid or disbursed by such Letter of Credit IssuerIssuing Bank, to the extent not reimbursed prior to 1:00 2:00 P.M. (New York time) ), on the date of such payment or disbursement, from and including the date paid or disbursed to but not including excluding the date such Letter of Credit Issuer Issuing Bank is reimbursed by Borrower therefor at a rate per annum which shall be the Base Floating Rate plus in effect from time to time, provided, however, to the Applicable Base extent such amounts are not reimbursed prior to 12:00 Noon (New York time) on the third Business Day following the receipt of notice by Borrower from the Administrative Agent or the respective Issuing Bank of such payment or disbursement or upon the occurrence of a Default under Sections 7.6 or 7.7, interest shall thereafter accrue on the amounts so paid or disbursed by such Issuing Bank (and until reimbursed by Borrower) at a rate per annum which shall be the Floating Rate Margin for Revolving Loans maintained as Base Rate Loans as in effect from time to time (plus an additional 2% per annum if not reimbursed by the third Business Day after the date of 300 basis points, in each such payment or disbursement)case, such with interest also to be payable on demand; PROVIDED, provided further, that it is understood and agreed, however, agreed that the notices notice referred to below above in this clause (a) shall not be required to be given if a Default under Sections 7.6 or an Event of Default under Section 10.05 7.7 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 PartyBorrower) and shall bear interest at a the rate per annum which provided in the foregoing proviso). The respective Issuing Bank shall be give Borrower and the Base Rate plus Administrative Agent (if not the Applicable Base Rate Margin for Revolving Loans maintained as Base Rate Loans plus 2% on and after the third Business Day following Issuing Bank under the respective Drawing). Each Letter of Credit Issuer shall provide the Borrower Credit) prompt written notice of any payment or disbursement made by it each Drawing under any Letter of Credit issued by itCredit, although provided that the failure of, or delay in, giving to give any such notice shall not release in no way affect, impair or diminish the Borrower's obligations of the Borrower under this Section 2.04(a) or under any other Section of this Agreementhereunder.

Agreement to Repay Letter of Credit Drawings. (a) The Borrower hereby agrees to reimburse each the respective Letter of Credit Issuer, by making payment (whether from the proceeds of Loans or otherwise) to the Administrative Agent in Dollars and in immediately available funds at the Payment Office, for any payment or disbursement made by such Letter of Credit issuer Issuer under any Letter of Credit issued by it (each such amount so paid or disbursed until reimbursed, an "Unpaid Drawing") no later than one Business Day following immediately after, and in any event on the date of of, such payment or disbursement, with interest on the amount so paid or disbursed by such Letter of Credit Issuer, to the extent not reimbursed prior to 1:00 2:00 P.M. (New York time) on the date of such payment or disbursement, from and including the date paid or disbursed to but not including the date such Letter of Credit Issuer is reimbursed therefor at a rate per annum which shall be the Base Rate plus the Applicable Base Rate Margin for Revolving Loans maintained as Base Rate Loans as in effect from time to time (plus an additional 2% per annum if not reimbursed by the third Business Day after the date of such payment or disbursement), such interest also to be payable on demand; PROVIDED. Each Letter of Credit Issuer shall provide the Borrower prompt notice of any payment or disbursement made by it under any Letter of Credit issued by it, provided that it is understood and agreed, however, that (i) the notices referred to below in this clause (a) above shall not be required to be given if a Default or an Event of Default under clause (f) of Section 10.05 10.01 of the Common Security Agreement 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 Borrower) and shall bear interest at a rate per annum which shall be the Base Rate plus the Applicable Base Rate Margin for Revolving Loans maintained as Base Rate Loans plus 2% on and after the third Business Day following the respective Drawing). Each Letter of Credit Issuer shall provide the Borrower prompt notice of any payment or disbursement made by it under any Letter of Credit issued by it, although (ii) the failure of, or delay in, giving any such notice shall not release or diminish the obligations of the Borrower under this Section 2.04(a) clause or under any other Section section of this Agreement.

Agreement to Repay Letter of Credit Drawings. (a) The Borrower hereby agrees to reimburse each Letter of Credit Issuer, by making payment to the Administrative Agent in immediately available funds at the Payment Office, for any payment or disbursement made by such Letter of Credit issuer Issuer under any Letter of Credit issued by it (each such amount so paid or disbursed until reimbursed, an "Unpaid Drawing") no later than one Business Day following immediately after, and in any event on the date of such payment or disbursement, with interest on the amount so paid or disbursed by such Letter of Credit Issuer, to the extent not reimbursed prior to 1:00 P.M. (New York time) on the date of such payment or disbursement, from and including the date paid or disbursed to but not including the date such Letter of Credit Issuer is reimbursed therefor at a rate per annum which shall be the Base Rate plus the Applicable Base Rate Margin for Revolving Loans maintained as Base Rate Loans as in effect from time to time (plus an additional 2% per annum if not reimbursed by the third Business Day after the date of such payment or disbursement), such interest also to be payable on demand; PROVIDED, PROVIDED that it is understood and agreed, however, that the notices referred to below above in this clause (a) shall not be required to be given if a Default or an Event of Default under such Section 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 a rate per annum which shall be the Base Rate plus the Applicable Base Rate Margin for Revolving Loans maintained as Base Rate Loans plus 2% on and after the third Business Day following the respective Drawing). Each Letter of Credit Issuer shall provide the Borrower prompt notice of any payment or disbursement made by it under any Letter of Credit issued by it, although the failure of, or delay in, giving any such notice shall not release or diminish the 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 hereby agrees to reimburse each Letter of Credit Issuerthe respective Issuing Bank, by making payment to the Administrative Agent in immediately available funds at the Payment Office, for any payment or disbursement made by such Letter of Credit issuer Issuing Bank under any Letter of Credit issued by it (each such amount amount, so paid or disbursed until reimbursed, an "Unpaid Drawing"), by 1.00 P.M. (New York time) no later than one on the Business Day following immediately succeeding the date of such payment or disbursement, with interest on the amount so paid or disbursed by such Letter of Credit IssuerIssuing Bank, to the extent not reimbursed prior to 1:00 P.M. 12:00 Noon (New York time) on the date of such payment or disbursement, from and including the date paid or disbursed to but not including excluding the date such Letter of Credit Issuer is Issuing Bank was reimbursed by the Borrower therefor at a rate per annum which shall be the Base Rate in effect from time to time plus the Applicable Margin for Revolving Loans maintained as Base Rate Loans as in effect from time to time, such interest to be payable on demand; provided, however, to the extent such amounts are not reimbursed prior to 12:00 Noon (New York time) on the third Business Day following receipt of notice of such payment or disbursement, interest shall thereafter accrue on the amounts so paid or disbursed by such Issuing Bank (and until reimbursed by the Borrower) at a rate per annum which shall be the Base Rate in effect from time to time plus the Applicable Margin for Revolving Loans maintained as Base Rate Loans as in effect from time to time (plus an additional 2% per annum if not reimbursed by the third Business Day after the date of %, in each such payment or disbursement)case, such with interest also to be payable on demand; PROVIDED, that it is understood and agreed, however, that the notices referred to below in this clause (a) . The respective Issuing Bank shall not be required to be given if a Default or an Event of Default under Section 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 a rate per annum which shall be the Base Rate plus the Applicable Base Rate Margin for Revolving Loans maintained as Base Rate Loans plus 2% on and after the third Business Day following the respective Drawing). Each Letter of Credit Issuer shall provide give the Borrower prompt notice of any payment or disbursement made by it each Drawing under any Letter of Credit issued by it, although provided that the failure of, or delay in, giving any such notice shall not release in no way affect, impair or diminish the Borrower's obligations of the Borrower under this Section 2.04(a) or under any other Section of this Agreementhereunder.

Agreement to Repay Letter of Credit Drawings. (a) The US Borrower hereby agrees to reimburse each Letter of Credit IssuerIssuing Lender, by making payment to the Administrative Agent in Dollars (or, in the case of any payment or disbursement made by such Issuing Lender in a currency other than Dollars, of the Dollar Equivalent of such payment or disbursement as determined by such Issuing Lender on the date of such payment or disbursement) and in immediately available funds at the Payment Office, for any payment or disbursement made by such Letter of Credit issuer Issuing Lender under any Letter of Credit issued by it (each such amount (or the Dollar Equivalent thereof, as the case may be) so paid or disbursed until reimbursed, an "Unpaid Drawing") no ), not later than one Business Day following receipt by the date US Borrower of notice of such payment or disbursement, with interest on the amount so paid or disbursed by disbursement (provided that no such Letter of Credit Issuer, to the extent not reimbursed prior to 1:00 P.M. (New York time) on the date of such payment or disbursement, from and including the date paid or disbursed to but not including the date such Letter of Credit Issuer is reimbursed therefor at a rate per annum which notice shall be the Base Rate plus the Applicable Base Rate Margin for Revolving Loans maintained as Base Rate Loans as in effect from time to time (plus an additional 2% per annum if not reimbursed by the third Business Day after the date of such payment or disbursement), such interest also to be payable on demand; PROVIDED, that it is understood and agreed, however, that the notices referred to below in this clause (a) shall not be required to be given if a Default or an Event of Default under Section 10.05 shall have occurred and be continuing (continuing, in which case the Unpaid Drawings Drawing 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 US Borrower)), with interest on the amount so paid or disbursed by such Issuing Lender, to the extent not reimbursed prior to 12:00 Noon (New York time) on the date of such payment or disbursement, from and shall bear interest 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 which shall be the Base Rate plus sum of the Applicable Base Rate Margin for Revolving Loans that are maintained as Base Rate Loans plus 2% the Base Rate each as in effect from time to time; provided, however, to the extent such amounts are not reimbursed prior to 12:00 Noon (New York time) on and after the third Business Day following the respective Drawing). Each Letter receipt by the US Borrower of Credit Issuer shall provide the Borrower prompt notice of any such payment or disbursement made 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 it such Issuing Lender (and until reimbursed by the US Borrower) at a rate per annum which shall be the sum of the Applicable Margin for Revolving Loans that are maintained as Base Rate Loans plus the Base Rate each as in effect from time to time plus 2%, in each such case, with interest to be payable on demand. Each Issuing Lender shall give the US Borrower prompt written notice of each Drawing under any Letter of Credit issued by it, although provided that the failure of, or delay in, giving to give any such notice shall not release in no way affect, impair or diminish the US Borrower's obligations of the Borrower under this Section 2.04(a) or under any other Section of this Agreementhereunder.

Agreement to Repay Letter of Credit Drawings. (a) The Borrower Company hereby agrees to reimburse each Letter of Credit Issuerthe Issuing Agent, 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 Letter of Credit issuer the Issuing Agent under any Letter of Credit issued by it (each such amount amount, so paid or disbursed until reimbursed, an "Unpaid DrawingUNPAID DRAWING"), (i) no later than one Business Day following on the 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 (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 it has made a payment or disbursement of such amount with respect to a Letter of Credit, in each case together with interest on the amount so paid or disbursed by such Letter of Credit Issuerthe Issuing Agent, to the extent not reimbursed prior to 1:00 P.M. 12:00 Noon (New York time) on the date of such payment or disbursement, from and including the date paid or disbursed to but not including excluding the date such Letter of Credit Issuer is the Issuing Agent was reimbursed by the Company therefor at a rate per annum which shall be the Base Rate plus the Applicable Base Rate Margin for Revolving Loans maintained as Base Rate Loans as in effect from time to time (plus an additional 2% per annum if time; PROVIDED, HOWEVER, to the extent such amounts are not reimbursed by prior to 12:00 Noon (New York time) on the third Business Day after the date of following such payment or disbursement), such interest also to be payable shall thereafter accrue on demand; PROVIDED, that it is understood the amounts so paid or disbursed by the Issuing Agent (and agreed, however, that until reimbursed by the notices referred to below in this clause (aCompany) shall not be required to be given if a Default or an Event of Default under Section 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 a rate per annum which shall be the Base Rate plus the Applicable Base Rate Margin for Revolving Loans maintained as Base Rate Loans in effect from time to time plus 2% and with such interest to be payable on and after demand. The Issuing Agent shall give the third Business Day following the respective Drawing). Each Letter of Credit Issuer shall provide the Borrower Company prompt notice of any payment or disbursement made by it each Drawing under any Letter of Credit issued by itCredit, although PROVIDED that the failure of, or delay in, giving to give any such notice shall not release in no way affect, impair or diminish the Company's obligations of the Borrower under this Section 2.04(a) or under any other Section of this Agreementhereunder.

Agreement to Repay Letter of Credit Drawings. (a) The Borrower hereby agrees to reimburse each Letter of Credit Issuer, by making payment to the Administrative Agent in immediately available funds at the Payment Office, for any payment or disbursement made by such Letter of Credit issuer Issuer under any Letter of Credit issued by it (each such amount so paid or disbursed until reimbursed, an "Unpaid Drawing") no later than one Business Day following the date of such payment or disbursement, with interest on the amount so paid or disbursed by such Letter of Credit Issuer, to the extent not reimbursed prior to 1:00 P.M. (New York time) on the date of such payment or disbursement, from and including the date paid or disbursed to but not including the date such Letter of Credit Issuer is reimbursed therefor at a rate per annum which shall be the Base Rate plus the Applicable Base Rate Margin for Revolving Loans that are maintained as Base Rate Loans as in effect from time to time (plus an additional 2% per annum if not reimbursed by the third Business Day after the date of such payment or disbursement), such interest also to be payable on demand; PROVIDED, PROVIDED that it is understood and agreed, however, that the notices referred to below in this clause (a) shall not be required to be given if a Default or an Event of Default under Section 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 a rate per annum which shall be the Base Rate plus the Applicable Base Rate Margin for Revolving Loans that are maintained as Base Rate Loans as in effect from time to time plus 2% on and after the third Business Day following the respective Drawing). Each Letter of Credit Issuer shall provide the Borrower prompt notice of any payment or disbursement made by it under any Letter of Credit issued by it, although the failure of, or delay in, giving any such notice shall not release or diminish the 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 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 Letter of Credit Issuerthe 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 Letter of Credit issuer Issuing Lender under any Letter of Credit issued by it (each such amount so paid or disbursed until reimbursed, an "“Unpaid Drawing") no ”), not later than one the third Business Day following after the date Administrative Agent or the Issuing Lender notifies the respective Account Party of such payment or disbursementdisbursement (provided that no such notice shall be required to be given if a Default or an Event of Default under Section 10.05 shall have occurred and be continuing, in which case all such Unpaid Drawings shall be due and payable immediately without presentment, demand, protest or notice of any kind (all of which are hereby waived by the respective Account Party)), with interest on the amount so paid or disbursed by such Letter of Credit IssuerIssuing Lender, to the extent not reimbursed prior to 1:00 P.M. (New York time) on the date of such payment or disbursement, from and including the date paid or disbursed to but not including excluding the date such Letter of Credit Issuer Issuing Lender is reimbursed by the respective Account Party therefor at a rate per annum which shall be equal to the Base Rate in effect from time to time plus the Applicable Base Rate Margin for Revolving Tranche B-1 Term Loans maintained as Base Rate Loans Loans, as in effect from time to time (plus an additional 2% per annum if time; provided, however, to the extent such amounts are not reimbursed by prior to 1:00 P.M. (New York time) on the third Business Day after following the date receipt by the Account Party of notice to the respective Account Party by the Administrative Agent or the respective Issuing Lender of such payment or disbursement)disbursement (or, such interest also to be payable on demand; PROVIDEDif sooner, that it is understood and agreed, however, that from the notices referred to below in this clause (a) shall not be required to be given if date of occurrence of a Default or an Event of Default under Section 10.05 10.05), interest shall have occurred thereafter accrue on the amounts so paid or disbursed by such Issuing Lender (and be continuing (in which case until reimbursed by 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 respective Account Party) and shall bear interest at a rate per annum which shall be the Base Rate plus the Applicable Base Rate Margin for Revolving Loans maintained as Base Rate Loans plus is 2% on and after in excess of the third Business Day following rate otherwise applicable to the respective Drawing)Unpaid Drawing as provided above, with all such interest payable pursuant to this Section 2A.05 to be payable on demand. Each Letter of Credit Issuer The respective Issuing Lender shall provide give the Borrower respective Account Party prompt notice of any payment or disbursement made by it each Drawing under any Letter of Credit issued by itCredit, although provided that the failure ofto give, or any delay inin giving, giving any such notice shall not release in no way affect, impair or diminish the respective Account Party’s obligations under this Agreement. The obligations of the Borrower under this 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 2.04(a) or under any other Section of this Agreement2A.04(c).

Agreement to Repay Letter of Credit Drawings. (a) The Borrower hereby agrees to reimburse each Letter of Credit Issuerthe Issuing Lender, by making payment to the Administrative Agent in immediately available funds at accordance with the Payment Officeterms of the first sentence of Section 2.14, for any payment or disbursement drawing (each, a "Drawing") made by such Letter of Credit issuer it under any Letter of Credit issued by it (each such amount so paid or disbursed Drawing until reimbursed, an "Unpaid Drawing") ), no later than one five (5) Business Day following Days after the date of such payment or disbursementDrawing, with interest on the amount so paid or disbursed by of such Letter of Credit IssuerDrawing, to the extent not reimbursed prior to 1:00 P.M. 11:00 A.M. (New York time) on the date of such payment or disbursementDrawing, from and including the date paid or disbursed of such Drawing to but not including excluding the date such Letter of Credit Issuer is the Issuing Lender was reimbursed by the Borrower therefor at a rate per annum which shall be the Base Rate plus the Applicable Base Rate Margin for Revolving Loans maintained as Base Rate Loans as in effect from time to time plus the Applicable Margin for Loans maintained as Base Rate Loans, provided, however, to the extent such amounts are not reimbursed prior to 11:00 A.M. (plus an additional 2% per annum if not New York time) on the sixth Business Day following such Drawing, interest shall thereafter accrue on the amount (and until reimbursed by the third Business Day after the date of such payment or disbursement), such interest also to be payable on demand; PROVIDED, that it is understood and agreed, however, that the notices referred to below in this clause (aBorrower) shall not be required to be given if a Default or an Event of Default under Section 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 a rate per annum which shall be the Base Rate in effect from time to time plus the Applicable Base Rate Margin for Revolving Loans maintained as Base Rate Loans plus 2% 4%, in each such case, with interest to be payable on and after the third Business Day following the respective Drawing)demand. Each Letter of Credit Issuer The Issuing Lender shall provide give the Borrower prompt written notice of any payment or disbursement made by it each Drawing under any Letter of Credit issued by itCredit, although provided that the failure of, or delay in, giving to give any such notice shall not release in no way affect, impair or diminish the Borrower's obligations of the Borrower under this Section 2.04(a) or under any other Section of this Agreementhereunder.

Agreement to Repay Letter of Credit Drawings. (a) The Borrower hereby agrees to reimburse each Letter of Credit Issuer, by making payment to the Administrative Agent in U.S. Dollars and in immediately available funds at the Payment Office, for any payment or disbursement made by such Letter of Credit issuer Issuer under any Letter of Credit issued by it (each such amount so paid or disbursed until reimbursed, an "Unpaid Drawing") no later than one Business Day following immediately after, and in any event on the date of (or, if not notified by the respective Letter of Credit Issuer prior to 1:00 P.M. (New York time) on the date of such payment or disbursement, on the Business Day following), such payment or disbursement, with interest on the amount so paid or disbursed by such Letter of Credit Issuer, to the extent not reimbursed prior to 1:00 2:00 P.M. (New York time) on the date of such payment or disbursement, from and including the date paid or disbursed to but not including the date such Letter of Credit Issuer is reimbursed therefor at a rate per annum which shall be the Base Rate plus the then Applicable Base Rate Margin for Revolving Loans maintained as Base Rate Loans plus the Base Rate, each as in effect from time to time (plus an additional 2% per annum if not reimbursed by the third Business Day after the date of such payment or disbursement), such interest also to be payable on demand; PROVIDEDprovided, that it is understood and agreed, however, that the notices referred to below above in this clause (a) shall not be required to be given if a Default or an Event of Default under such Section 10.05 shall have occurred and be continuing (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 Base Rate plus third Business Day following the respective Drawing, the Applicable Base Rate Margin for Revolving Loans maintained as Base Rate Loans plus 2% the Base Rate, each as in 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%. Each Letter of Credit Issuer shall provide the Borrower prompt notice of any payment or disbursement made by it under any Letter of Credit issued by it, although the failure of, or delay in, giving any such notice shall not release or diminish the 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 hereby agrees to reimburse each Letter of Credit IssuerIssuing Lender, by making payment to the Administrative Agent in immediately available funds at the Payment Office, for any payment or disbursement made by such Letter of Credit issuer Issuing Lender under any Letter of Credit issued by it (each such amount amount, so paid or disbursed until reimbursed, an "“Unpaid Drawing") no ”), not later than one Business Day following receipt by the date Borrower of notice of such payment or disbursementdisbursement (provided that, with interest on the amount so paid or disbursed by no such Letter of Credit Issuer, to the extent not reimbursed prior to 1:00 P.M. (New York time) on the date of such payment or disbursement, from and including the date paid or disbursed to but not including the date such Letter of Credit Issuer is reimbursed therefor at a rate per annum which notice shall be the Base Rate plus the Applicable Base Rate Margin for Revolving Loans maintained as Base Rate Loans as in effect from time to time (plus an additional 2% per annum if not reimbursed by the third Business Day after the date of such payment or disbursement), such interest also to be payable on demand; PROVIDED, that it is understood and agreed, however, that the notices referred to below in this clause (a) shall not be required to be given if a Default or an Event of Default under Section 10.05 shall have occurred and be continuing (continuing, in which case the Unpaid Drawings Drawing 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)), with interest on the amount so paid or disbursed by such Issuing Lender, to the extent not reimbursed prior to 12:00 Noon (New York time) on the date of such payment or disbursement, from and shall bear interest 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 which shall be equal to the Base Rate Rate, as in effect from time to time, plus the Applicable Base Rate Margin for Revolving Loans maintained as Base Rate Loans plus 2% in effect from time to time minus 1%; provided, however, to the extent such amounts are not reimbursed prior to 12:00 Noon (New York time) on and after the third Business Day following the respective Drawing)receipt by the Borrower of notice of such payment or disbursement 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 Borrower) at a rate per annum equal to the Base Rate in effect from time to time plus the Applicable Margin as in effect from time to time plus 1%, with such interest to be payable on demand. Each Letter of Credit Issuer Issuing Lender shall provide give the Borrower prompt written notice of any payment or disbursement made by it each Drawing under any Letter of Credit issued by it, although provided that, the failure of, or delay in, giving to give any such notice shall not release in no way affect, impair or diminish the Borrower’s obligations of the Borrower under this Section 2.04(a) or under any other Section of this Agreementhereunder.

Agreement to Repay Letter of Credit Drawings. (a) The U.S. Borrower hereby agrees agrees, in the case of all U.S. Letters of Credit, and the German Borrowers hereby jointly and severally agree, in the case of all German Letters of Credit, to reimburse each Letter of Credit Issuerthe respective Issuing Bank, by making payment in Dollars directly to the Administrative Agent in immediately available funds at for the Payment Officebenefit of such Issuing Bank, for any payment or disbursement (or, in the case of payments or disbursements made in any currency other than Dollars, the Dollar Equivalent thereof) made by such Letter of Credit issuer Issuing Bank under any Letter of Credit issued by it for the account of the respective Account Party (with each such amount so paid or disbursed paid, until reimbursed, an "Unpaid Drawing") no later than one Business Day following ), immediately after, and in any event on the date of of, such payment or disbursement, with interest on the amount so paid or disbursed by such Letter of Credit IssuerIssuing Bank, to the extent not reimbursed prior to 1:00 2:00 P.M. (New York time or, in the case of German Letters of Credit, Frankfurt time) on the date of such payment or disbursement, from and including the date paid or disbursed to but not including excluding the date such Letter of Credit Issuer is Issuing Bank was reimbursed by the U.S. Borrower or the respective German Borrower, as the case may be, therefor at a rate per annum which shall be the Base Rate in effect from time to time plus the Applicable Base Rate Margin for Revolving Loans maintained as Base Rate Loans as in effect from time Loans; provided, however, to time (plus an additional 2% per annum if the extent such amounts are not reimbursed by prior to 12:00 Noon (New York time or, in the case of German Letters of Credit, Frankfurt time) on the third Business Day after following the date receipt by the respective Account Party of notice of such payment or disbursement), such interest also to be payable on demand; PROVIDED, that it is understood and agreed, however, that disbursement or upon the notices referred to below in this clause (a) shall not be required to be given if occurrence of a Default or an Event of Default under Section 10.05 10.05, interest shall have occurred thereafter accrue on the amounts so paid or disbursed by such Issuing Bank (and be continuing (in which case until reimbursed by 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 respective Account Party at a rate per annum which shall be the Base Rate in effect from time to time plus the Applicable Base Rate Margin for Revolving Loans maintained as Base Rate Loans plus 2% %, in each such case, with interest to be payable on and after the third Business Day following demand. The respective Issuing Bank shall give the respective Drawing). Each Letter of Credit Issuer shall provide the Borrower Account Party prompt written notice of any payment or disbursement made by it each Drawing under any Letter of Credit issued by itCredit, although provided that the failure of, or delay in, giving to give any such notice shall not release in no way affect, impair or diminish the respective Account Party's obligations of the Borrower under this Section 2.04(a) or under any other Section of this Agreementhereunder.

Agreement to Repay Letter of Credit Drawings. (a) The Each Borrower for whose account a Letter of Credit is issued hereby agrees to reimburse each Letter of Credit Issuerthe Issuing Bank, by making payment to the Administrative Agent in immediately available funds at the Payment OfficeOffice (or by making the payment directly to the Issuing Bank at such location as may otherwise have been agreed upon by the Company and the Issuing Bank), for any payment or disbursement dis- bursement made by the Issuing Bank under such Letter of Credit issuer under any Letter of Credit issued by it (each such amount so paid or disbursed until reimbursed, an "Unpaid Drawing") no later than one Business Day following ), C/M 11752.0000 414856.1 immediately after, and in any event on the date of of, such payment or disbursement, with interest on the amount so paid or disbursed by such Letter of Credit Issuerthe Issuing Bank, to the extent not reimbursed prior to 1:00 P.M. 12:00 Noon (New York time) on the date of such payment or disbursement, from and including the date paid or disbursed to but not including excluding the date such Letter of Credit Issuer the Issuing Bank is reimbursed by the applicable Borrower therefor at a rate per annum which shall be the sum of the Applicable Margin plus the Base Rate in effect from time to time, provided, however, to the extent such amounts are not reimbursed prior to 12:00 Noon (New York time) on the third Business Day following notice to the Company by the Administrative Agent or the Issuing Bank of such payment or disbursement, interest shall thereafter accrue on the amounts so paid or disbursed by the Issuing Bank (and until reimbursed by the applicable Borrower) at a rate per annum which shall be the sum of the Applicable Margin plus the Applicable Base Rate Margin for Revolving Loans maintained as Base Rate Loans as in effect from time to time (plus an additional 2% per annum if not reimbursed by the third Business Day after the date of %, in each such payment or disbursement)case, such with interest also to be payable on demand; PROVIDED, that it is being understood and agreed, however, that the notices notice referred to below in this clause (a) the immediately preceding proviso shall not be required to be given if a Default or an Event of Default under Section 10.05 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 the rate per annum which shall be provided in the Base Rate plus the Applicable Base Rate Margin for Revolving Loans maintained as Base Rate Loans plus 2% on and after foregoing proviso from the third Business Day following the respective Drawingpayment or disbursement). Each Letter of Credit Issuer The Issuing Bank shall provide give the Borrower Company prompt notice of any payment or disbursement made by it each Drawing under any Letter of Credit issued by itCredit, although provided that the failure of, or delay in, giving to give any such notice shall not release in no way affect, impair or diminish the either Borrower's obligations of the Borrower under this Section 2.04(a) or under any other Section of this Agreementhereunder.

Agreement to Repay Letter of Credit Drawings. (a) The Borrower -------------------------------------------- hereby agrees to reimburse each Letter of Credit Issuer, by making payment to the Agent in immediately available funds at the Payment Office, for any payment or disbursement made by such Letter of Credit issuer Issuer under any Letter of Credit issued by it (each such amount so paid or disbursed until reimbursed, an "Unpaid Drawing") no later than one Business Day following immediately after, and in any event on the date of such payment or disbursement, with interest on the amount so paid or disbursed by such Letter of Credit Issuer, to the extent not reimbursed prior to 1:00 P.M. (New York time) on the date of such payment or disbursement, from and including the date paid or disbursed to but not including the date such Letter of Credit Issuer is reimbursed therefor at a rate per annum which shall be the Base Rate plus the Applicable Base Rate Margin for Revolving Loans maintained as Base Rate Loans as in effect from time to time (plus an additional 2% per annum if not reimbursed by the third Business Day after the date of such payment or disbursement), such interest also to be payable on demand; PROVIDEDprovided, that it is understood and agreed, however, that the -------- notices referred to below above in this clause (a) shall not be required to be given if a Default or an Event of Default under such Section 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 a rate per annum which shall be the Base Rate plus the Applicable Base Rate Margin for Revolving Loans maintained as Base Rate Loans plus 2% on and after the third Business Day following the respective Drawing). Each Letter of Credit Issuer shall provide the Borrower prompt notice of any payment or disbursement made by it under any Letter of Credit issued by it, although the failure of, or delay in, giving any such notice shall not release or diminish the 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 Borrowers hereby agrees jointly and severally agree to reimburse each Letter of Credit IssuerIssuing Lender, by making payment to the Administrative Agent in immediately available funds at the Payment Office, for any payment or disbursement made by such Letter of Credit issuer Issuing Lender under any Letter of Credit issued by it (each such amount amount, so paid or disbursed until reimbursed, an "“Unpaid Drawing") no ”), not later than one the Business Day following receipt by the date Borrowers of notice of such payment or disbursementdisbursement from the Issuing Lender, with interest on the amount so paid Administrative Agent or disbursed by any other Lender (provided that no such Letter of Credit Issuer, to the extent not reimbursed prior to 1:00 P.M. (New York time) on the date of such payment or disbursement, from and including the date paid or disbursed to but not including the date such Letter of Credit Issuer is reimbursed therefor at a rate per annum which notice shall be the Base Rate plus the Applicable Base Rate Margin for Revolving Loans maintained as Base Rate Loans as in effect from time to time (plus an additional 2% per annum if not reimbursed by the third Business Day after the date of such payment or disbursement), such interest also to be payable on demand; PROVIDED, that it is understood and agreed, however, that the notices referred to below in this clause (a) shall not be required to be given if a Default or an Event of Default under Section 10.05 shall have occurred and be continuing (continuing, in which case the Unpaid Drawings Drawing 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 Borrowers)), with interest on the amount so paid or disbursed by such Issuing Lender, to the extent not reimbursed prior to 12:00 Noon (New York time) on the date of such payment or disbursement, from and shall bear interest including the date paid or disbursed to but excluding the date such Issuing Lender was reimbursed by the Borrowers therefor at a rate per annum which shall be equal to the Base Rate Overnight Euro Dollar Offer Rate, as in effect from time to time, plus the Applicable Base Rate Margin for Revolving Loans maintained as Base Rate Loans plus 2% Margin; provided, however, to the extent such amounts are not reimbursed prior to 12:00 Noon (New York time) on and after the third Business Day following such payment or disbursement, the respective DrawingBorrowers shall be deemed to have requested a borrowing of Dollar Revolving Loans as provided in Section 1.01(d). Each Letter of Credit Issuer Issuing Lender shall provide give the Borrower Borrowers prompt written notice of any payment or disbursement made by it each Drawing under any Letter of Credit issued by it, although provided that the failure of, or delay in, giving to give any such notice shall not release in no way affect, impair or diminish the Borrowers’ obligations of the Borrower under this Section 2.04(a) or under any other Section of this Agreementhereunder.

Agreement to Repay Letter of Credit Drawings. (a) The Borrower hereby agrees to reimburse each Letter of Credit Issuer, by making payment to the Administrative Agent in immediately available funds at the Payment Office, for any payment or disbursement dis- bursement made by such Letter of Credit issuer Issuer under any Letter of Credit issued by it (each such amount so paid or disbursed until reimbursed, an "Unpaid Drawing") no later than one Business Day following immediately after, and in any event on the date of such payment or disbursement, with interest on the amount so paid or disbursed by such Letter of Credit Issuer, to the extent not reimbursed prior to 1:00 P.M. (New York time) on the date of such payment or disbursement, from and including the date paid or disbursed to but not including the date such Letter of Credit Issuer is reimbursed therefor at a rate per annum which shall be the Base Rate plus the Applicable Base Rate Margin for Revolving Loans maintained as Base Rate Loans as in effect from time to time (plus an additional 2% per annum if not reimbursed by the third Business Day after the date of such payment or disbursement), such interest also to be payable on demand; PROVIDED, PROVIDED that it is understood and agreed, however, that the notices referred to below above in this clause (a) shall not be required to be given if a Default or an Event of Default under such Section 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 a rate per annum which shall be the Base Rate plus the Applicable Base Rate Margin for Revolving Loans maintained as Base Rate Loans plus 2% on and after the third Business Day following the respective Drawing). Each Letter of Credit Issuer shall provide the Borrower prompt notice of any payment or disbursement made by it under any Letter of Credit issued by it, although the failure of, or delay in, giving any such notice shall not release or diminish the 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 Each Revolving Borrower hereby agrees to reimburse each Letter of Credit IssuerBTCo, by making payment to the Administrative Agent in immediately available funds at the Payment Office, for any payment or disbursement made by such Letter of Credit issuer BTCo under any Letter of Credit issued by it for such Revolving Borrower's account (each such amount so paid or disbursed until reimbursed, an "Unpaid Drawing") no later than one Business Day following immediately after, and in any event on the date of of, such payment or disbursement, disbursement with interest on the amount so paid or disbursed by such Letter of Credit IssuerBTCo, to the extent not reimbursed prior to 1:00 P.M. 12:00 Noon (New York time) on the date of such payment or disbursement, from and including the date paid or disbursed to but not including the date such Letter of Credit Issuer is BTCo was reimbursed therefor at a rate per annum which shall be the Base Rate in effect from time to time plus the Applicable Base Rate Margin for in respect of Revolving Loans maintained as Base Rate Loans as in effect from time Loans; provided, however, to time (plus an additional 2% per annum if the extent such amounts are not reimbursed by prior to 12:00 Noon (New York time) on the third fourth Business Day after the date following notice of such payment or disbursement), disbursement (although no such interest also to be payable on demand; PROVIDED, that it is understood and agreed, however, that the notices referred to below in this clause (a) notice shall not be required to be given if a Default or an Event of Default under Section 10.05 9.05 shall have occurred and be continuing (exist, in which case interest shall accrue on such amounts as hereinafter provided in this proviso), interest shall thereafter accrue on the Unpaid Drawings shall be due amounts so paid or disbursed by BTCo (and payable immediately without presentment, demand, protest or notice of any kind (all of which are hereby waived until reimbursed by each Credit Partysuch Revolving Borrower) and shall bear interest at a rate per annum which shall be the Base Rate in effect from time to time plus the Applicable Base Rate Margin for in respect of Revolving Loans maintained as Base Rate Loans plus 2% %, in each such case, with such interest to be payable on and after the third Business Day following the respective Drawing). Each Letter of Credit Issuer shall provide the Borrower prompt notice of any payment or disbursement made by it under any Letter of Credit issued by it, although the failure of, or delay in, giving any such notice shall not release or diminish the obligations of the Borrower under this Section 2.04(a) or under any other Section of this Agreementdemand.

Agreement to Repay Letter of Credit Drawings. (a) The Borrower hereby agrees to reimburse each the Letter of Credit Issuer, by making payment to the Agent in immediately available funds at the Payment OfficeOffice of the Agent, for any payment or disbursement made by such the Letter of Credit issuer Issuer under any Letter of Credit issued by it (each such amount amount, so paid or disbursed until reimbursed, an "Unpaid Drawing") no later than one Business Day following ), immediately after, and in any event on the date of such payment or disbursement, with interest on the amount so paid or disbursed by such the Letter of Credit Issuer, to the extent not reimbursed prior to 1:00 P.M. 12:00 Noon (New York time) on the date of such payment or disbursement, from and including the date paid or disbursed to but not including excluding the date such the Letter of Credit Issuer is was reimbursed by the Borrower therefor at a rate per annum which shall be the Base Rate plus the Applicable Base Rate Margin for Revolving Loans maintained as plus the Base Rate Loans as in effect from time to time (plus an additional 2% per annum if for Revolving Loans; provided, however, to the extent such amounts are not reimbursed by prior to 12:00 Noon (New York time) on the third Business Day after the date of following such payment or disbursement), such interest also to be payable shall thereafter accrue on demand; PROVIDED, that it is understood the amounts so paid or disbursed by the Letter of Credit Issuer (and agreed, however, that until reimbursed by the notices referred to below in this clause (aBorrower) shall not be required to be given if a Default or an Event of Default under Section 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 a rate per annum which shall be the Base Rate plus the Applicable Base Rate Margin plus the Base Rate as in effect from time to time for Revolving Loans maintained as Base Rate Loans plus 2% and with such interest to be payable on and after the third Business Day following the respective Drawing)demand. Each The Letter of Credit Issuer shall provide give the Borrower prompt notice of any payment or disbursement made by it each Drawing under any Letter of Credit issued by itCredit, although provided that the failure of, or delay in, giving to give any such notice shall not release in no way affect, impair or diminish the Borrower's obligations of the Borrower under this Section 2.04(a) or under any other Section of this Agreementhereunder.

Agreement to Repay Letter of Credit Drawings. (a) The Borrower hereby agrees to reimburse each Letter of Credit IssuerIssuing Lender, by making payment to the Administrative Agent in immediately available funds at the Payment Office, for any payment or disbursement made by such Letter of Credit issuer Issuing Lender under any Letter of Credit issued by it (each such amount amount, so paid or disbursed until reimbursed, an "“Unpaid Drawing") no ”), not later than one the Business Day following receipt by the date Borrower of notice of such payment or disbursement, with interest on the amount so paid or disbursed by disbursement (provided that no such Letter of Credit Issuer, to the extent not reimbursed prior to 1:00 P.M. (New York time) on the date of such payment or disbursement, from and including the date paid or disbursed to but not including the date such Letter of Credit Issuer is reimbursed therefor at a rate per annum which notice shall be the Base Rate plus the Applicable Base Rate Margin for Revolving Loans maintained as Base Rate Loans as in effect from time to time (plus an additional 2% per annum if not reimbursed by the third Business Day after the date of such payment or disbursement), such interest also to be payable on demand; PROVIDED, that it is understood and agreed, however, that the notices referred to below in this clause (a) shall not be required to be given if a Default or an Event of Default under Section 10.05 11.05 shall have occurred and be continuing (continuing, in which case the Unpaid Drawings Drawing 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)), with interest on the amount so paid or disbursed by such Issuing Lender, to the extent not reimbursed prior to 12:00 Noon (New York time) on the date of such payment or disbursement, from and shall bear interest 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 which shall be equal to the Base Eurodollar Rate (or, in the case of a drawing under a Letter of Credit denominated in a currency other than Dollars, the applicable Euro rate as determined by the Administrative Agent) for successive Interest Periods, each of a duration selected by the Administrative Agent plus the Applicable Base Rate Margin for Revolving Loans maintained as Base Rate Loans plus 2% on and after Margin; provided, however, to the third Business Day following the respective Drawing). Each Letter of Credit Issuer shall provide the Borrower prompt notice of any payment or disbursement made by it under any Letter of Credit issued by it, although the failure of, or delay in, giving any extent such notice shall amounts are not release or diminish the obligations of the Borrower under this Section 2.04(a) or under any other Section of this Agreement.reimbursed prior to

Agreement to Repay Letter of Credit Drawings. (a) The Borrower hereby agrees Borrowers jointly and severally agree to reimburse each Letter of Credit IssuerIssuing Lender, by making payment to the Agent in immediately available funds at the Payment Office, for any payment or disbursement made by such Letter of Credit issuer Issuing Lender under any Letter of Credit issued by it (each such amount so paid or disbursed paid, until reimbursed, an "Unpaid Drawing") no ), not later than one Business Day following receipt by the date Funds Administrator of notice of such payment or disbursement, with interest on the amount so paid or disbursed by disbursement (provided that no such Letter of Credit Issuer, to the extent not reimbursed prior to 1:00 P.M. (New York time) on the date of such payment or disbursement, from and including the date paid or disbursed to but not including the date such Letter of Credit Issuer is reimbursed therefor at a rate per annum which notice shall be the Base Rate plus the Applicable Base Rate Margin for Revolving Loans maintained as Base Rate Loans as in effect from time to time (plus an additional 2% per annum if not reimbursed by the third Business Day after the date of such payment or disbursement), such interest also to be payable on demand; PROVIDED, that it is understood and agreed, however, that the notices referred to below in this clause (a) shall not be required to be given if a Default or an Event of Default under Section 10.05 9.1(e) shall have occurred and be continuing (continuing, in which case the Unpaid Drawings Drawing shall be due and payable immediately without presentment, demand, protest or notice of any kind (all of which are hereby waived by the Funds Administrator and each Credit Party) of the Borrowers, to the extent such waiver is permitted pursuant to applicable law)), with interest on the amount so paid or disbursed by such Issuing Lender, to the extent not reimbursed prior to 12:00 Noon on the date of such payment or disbursement, from and shall bear interest including the date paid or disbursed to but excluding the date such Issuing Lender was reimbursed by the Borrowers therefor at a rate per annum which shall be equal to the Base Prime Lending Rate in effect from time to time plus one percent (1.00%); provided, that, to the Applicable Base Rate Margin for Revolving Loans maintained as Base Rate Loans plus 2% extent such amounts are not reimbursed prior to 12:00 Noon on and after the third Business Day following the respective Drawing). Each Letter receipt by the Funds Administrator of Credit Issuer shall provide the Borrower prompt notice of any such payment or disbursement made 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 it the applicable Issuing Lender (and until reimbursed by the Borrowers) at a rate per annum equal to the Prime Lending Rate in effect from time to time plus three percent (3.0%), with such interest to be payable on demand. Each Issuing Lender shall give the Funds Administrator prompt written notice of each Drawing under any Letter of Credit issued by it, although provided that the failure of, or delay in, giving to give any such notice shall not release in no way affect, impair or diminish the obligations of the Borrower under this Section 2.04(a) or under any other Section of this AgreementBorrowers hereunder (except to the extent otherwise expressly provided herein).

Agreement to Repay Letter of Credit Drawings. (a) The Borrower hereby agrees to reimburse each Letter of Credit Issuerthe Issuing Bank, by making payment to the Administrative Agent in immediately available funds at the Payment Officefunds, for any payment or disbursement made by such Letter of Credit issuer it under any Letter of Credit issued by it (each such amount amount, so paid or disbursed until reimbursed, an "Unpaid Drawing") ), no later than one three Business Day following Days after the date of such payment or disbursement, with interest on the amount so paid or disbursed by such Letter of Credit Issuerthe Issuing Bank, to the extent not reimbursed prior to 1:00 P.M. 12:00 Noon (New York time) on the date of such payment or disbursement, from and including the date paid or disbursed to but not including excluding the date such Letter of Credit Issuer is Issuing Bank was reimbursed by the Borrower therefor at a rate per annum which shall be the Base Rate plus the Applicable Base Rate Margin for Revolving Loans maintained as Base Rate Loans as in effect from time to time (plus an additional 2% per annum if the Applicable Margin for Revolving Credit Loans maintained as Base Rate Loans, provided, however, to the extent such amounts are not reimbursed by prior to 12:00 Noon (New York time) on the third Business Day after the date of following such payment or disbursement), such interest also to be payable shall thereafter accrue on demand; PROVIDED, that it is understood the amounts so paid or disbursed by the Issuing Bank (and agreed, however, that until reimbursed by the notices referred to below in this clause (aBorrower) shall not be required to be given if a Default or an Event of Default under Section 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 a rate per annum which shall be the Base Rate in effect from time to time plus the Applicable Base Rate Margin for Revolving Credit Loans maintained as Base Rate Loans plus 2% %, in each such case, with interest to be payable on and after the third Business Day following the respective Drawing)demand. Each Letter of Credit Issuer The Issuing Bank shall provide give the Borrower prompt notice of any payment or disbursement made by it each Drawing under any Letter of Credit issued by itCredit, although provided that the failure of, or delay in, giving to give any such notice shall not release in no way affect, impair or diminish the Borrower's obligations of the Borrower under this Section 2.04(a) or under any other Section of this Agreementhereunder.

Agreement to Repay Letter of Credit Drawings. (a) The Borrower --------------------------------------------- hereby agrees to reimburse each the 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 the Letter of Credit issuer Issuer under any Letter of Credit issued by it (each such amount so paid or disbursed until reimbursed, an "Unpaid Drawing") no later than one Business Day following immediately after, and in any event on -------------- the date of of, such payment or disbursementpayment, with interest on the amount so paid or disbursed by such the Letter of Credit Issuer, to the extent not reimbursed prior to 1:00 5:00 P.M. (New York time) on the date of such payment or disbursement, from and including the date paid or disbursed to but not including excluding the date such the Letter of Credit Issuer is reimbursed therefor therefor, at a rate per annum which that shall at all times be the Base Rate plus the Applicable Base Rate Margin for Revolving Loans maintained as Base Rate Loans ABR as in effect from time to time time, provided that, notwithstanding anything -------- contained in this Agreement to the contrary, (plus an additional 2% per annum if not reimbursed by i) unless the third Business Day after Borrower shall have notified the Administrative Agent and the Letter of Credit Issuer prior to 10:00 A.M. on the date of such payment or disbursement), such interest also to be payable on demand; PROVIDED, that it is understood and agreed, however, drawing that the notices referred Borrower intends to below in this clause (a) shall not be required to be given if a Default or an Event of Default under Section 10.05 shall have occurred and be continuing (in which case reimburse 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 the Base Rate plus the Applicable Base Rate Margin for Revolving Loans maintained as Base Rate Loans plus 2% on and after the third Business Day following the respective Drawing). Each Letter of Credit Issuer shall provide for the amount of such drawing with funds other than the proceeds of Loans, the Borrower prompt notice shall be deemed to have given a Notice of any payment or disbursement made by it under any Letter Borrowing to the Administrative Agent requesting that the Lenders make Revolving Credit Loans (which shall initially be ABR Loans) on the date on which such drawing is honored in an amount equal to the amount of such drawing and (ii) each Lender shall, on such date, make Revolving Credit issued by it, although Loans in an amount equal to such Lender's pro rata portion of such Borrowing in accordance with the failure of, or delay in, giving any such notice shall not release or diminish the obligations provisions of the Borrower under this Section 2.04(a) or under any other Section of this Agreement2.4.

Agreement to Repay Letter of Credit Drawings. (a) The Borrower hereby agrees to reimburse each Letter of Credit Issuerthe respective Issuing Bank, by making payment to the Agent in immediately available funds at the Payment OfficeOffice (or by making the payment directly to such Issuing Bank at such location as may otherwise have been agreed upon by the Borrower and such Issuing Bank), for any payment or disbursement made by such Letter of Credit issuer Issuing Bank under any Letter of Credit issued by it (each such amount so paid or disbursed until reimbursed, an "Unpaid Drawing") no ), not later than one the second Business Day following after the date Agent or the Issuing Bank notifies the Borrower of such payment or disbursement, with interest on the amount so paid or disbursed by such Letter of Credit IssuerIssuing Bank, to the extent not reimbursed prior to 1:00 P.M. 12:00 Noon (New York time) on the date of such payment or disbursement, from and including the date paid or disbursed to but not including excluding the date such Letter of Credit Issuer Issuing Bank is reimbursed by the Borrower therefor at a rate per annum which shall be the Base Rate plus the Applicable Base Rate Margin for Revolving Loans maintained as Base Rate Loans as in effect from time to time (plus an additional 2% per annum if the Applicable Margin for Base Rate Loans, provided, however, to the extent such amounts are not reimbursed by prior to 12:00 Noon (New York time) on the third Business Day after following notice to the date Borrower by the Agent or the respective Issuing Bank of such payment or disbursement), interest shall thereafter accrue on the amounts so paid or disbursed by such Issuing Bank (and until reimbursed by the Borrower) at a rate per annum which shall be the Base Rate in effect from time to time plus the Applicable Margin for Base Rate Loans plus 2%, in each such case, with interest also to be payable on demand; PROVIDEDprovided further, that it is understood and agreed, however, that the notices referred to below 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 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 a the rate per annum which shall be provided in the Base Rate plus the Applicable Base Rate Margin for Revolving Loans maintained as Base Rate Loans plus 2% foregoing proviso on and after the third Business Day following the respective Drawing). Each Letter of Credit Issuer The respective Issuing Bank shall provide give the Borrower prompt notice of any payment or disbursement made by it each Drawing under any Letter of Credit issued by itCredit, although provided that the failure of, or delay in, giving to give any such notice shall not release in no way affect, impair or diminish the Borrower's obligations of the Borrower under this Section 2.04(a) or under any other Section of this Agreementhereunder.

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 Borrowers jointly and severally agree (with respect to the Canadian Letters of Credit) and (iii) the European Borrower hereby agrees (with respect to the European Letters of Credit) to reimburse each Letter of Credit Issuer, Issuing 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 Letter of Credit issuer Issuing Lender under any Letter of Credit issued by it (each such amount amount, so paid or disbursed until reimbursedreimbursed by the respective Account Party, an "“Unpaid Drawing") no ”), not later than one Business Day following receipt by the date respective Account Party of notice of such payment or disbursement, with interest on the amount so paid or disbursed by disbursement (provided that no such Letter of Credit Issuer, to the extent not reimbursed prior to 1:00 P.M. (New York time) on the date of such payment or disbursement, from and including the date paid or disbursed to but not including the date such Letter of Credit Issuer is reimbursed therefor at a rate per annum which notice shall be the Base Rate plus the Applicable Base Rate Margin for Revolving Loans maintained as Base Rate Loans as in effect from time to time (plus an additional 2% per annum if not reimbursed by the third Business Day after the date of such payment or disbursement), such interest also to be payable on demand; PROVIDED, that it is understood and agreed, however, that the notices referred to below in this clause (a) shall not be required to be given if a Default or an Event of Default under Section 10.05 11.05 shall have occurred and be continuing (continuing, in which case the Unpaid Drawings Drawing 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 Borrowers)), with interest on the amount so paid or disbursed by such Issuing Lender, to the extent not reimbursed prior to 12:00 Noon (New York time) on the date of such payment or disbursement, from and shall bear interest including the date paid or disbursed to but excluding the date such Issuing Lender was reimbursed by the respective Account Parties therefor at a rate per annum which shall be equal to the Base Rate 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 plus 2% Loans; provided, however, to the extent such amounts are not reimbursed prior to 12:00 Noon (New York time) on and after the third Business Day following the receipt by the respective Drawing). Each Letter Account Parties of Credit Issuer shall provide the Borrower prompt notice of any such payment or disbursement made 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 it such Issuing Lender (and until reimbursed by the respective Account Party) at a rate per annum equal to the rate otherwise applicable to the respective Unpaid Drawing as provided above, plus 2%, with all such interest payable pursuant to this Section 3.05 to be payable on demand. Each Issuing Lender shall give the respective Account Parties and the Administrative Agent prompt written notice of each Drawing under any Letter of Credit issued by it, although provided that the failure of, or delay in, giving to give any such notice shall not release in no way affect, impair or diminish the Borrowers’ obligations of the Borrower under this Section 2.04(a) or under any other Section of this Agreementhereunder.

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 Borrowers jointly and severally agree (with respect to the Canadian Letters of Credit) and (iii) the European Borrower hereby agrees (with respect to the European Letters of Credit) to reimburse each Letter of Credit Issuer, Issuing 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 Letter of Credit issuer Issuing Lender under any Letter of Credit issued by it (each such amount amount, so paid or disbursed until reimbursedreimbursed by the applicable Account Party, an "“Unpaid Drawing") no ”), not later than one Business Day following receipt by the date applicable Account Party of notice of such payment or disbursement, with interest on the amount so paid or disbursed by disbursement (provided that no such Letter of Credit Issuer, to the extent not reimbursed prior to 1:00 P.M. (New York time) on the date of such payment or disbursement, from and including the date paid or disbursed to but not including the date such Letter of Credit Issuer is reimbursed therefor at a rate per annum which notice shall be the Base Rate plus the Applicable Base Rate Margin for Revolving Loans maintained as Base Rate Loans as in effect from time to time (plus an additional 2% per annum if not reimbursed by the third Business Day after the date of such payment or disbursement), such interest also to be payable on demand; PROVIDED, that it is understood and agreed, however, that the notices referred to below in this clause (a) shall not be required to be given if a Default or an Event of Default under Section 10.05 11.05 shall have occurred and be continuing (continuing, in which case the Unpaid Drawings Drawing 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 Borrowers)), with interest on the amount so paid or disbursed by such Issuing Lender, to the extent not reimbursed prior to 12:00 noon (New York time) on the date of such payment or disbursement, from and shall bear interest including the date paid or disbursed to but excluding the date such Issuing Lender was reimbursed by the respective Account Parties therefor at a rate per annum which shall be equal to the Base Rate 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 plus 2% Loans; provided, however, to the extent such amounts are not reimbursed prior to 12:00 noon (New York time) on and after the third Business Day following the receipt by the respective Drawing). Each Letter Account Parties of Credit Issuer shall provide the Borrower prompt notice of any such payment or disbursement made 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 it such Issuing Lender (and until reimbursed by the respective Account Party) at a rate per annum equal to the rate otherwise applicable to the respective Unpaid Drawing as provided above, plus 2%, with all such interest payable pursuant to this Section 3.05 to be payable on demand. Notwithstanding anything to the contrary in the preceding 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 financed with a Revolving Loan or a Swingline Loan, in an equivalent amount and, to the extent so financed, such Account Party’s obligation to make such reimbursement shall be discharged and replaced by the resulting Revolving Loan or Swingline Loan. Each Issuing Lender shall give the respective Account Parties and the Administrative Agent prompt written notice of each Drawing under any Letter of Credit issued by it, although provided that the failure of, or delay in, giving to give any such notice shall not release in no way affect, impair or diminish the Borrowers’ obligations of the Borrower under this Section 2.04(a) or under any other Section of this Agreementhereunder.

Agreement to Repay Letter of Credit Drawings. (a) The Borrower -------------------------------------------- hereby agrees to reimburse each Letter of Credit Issuerthe respective Issuing Lender, by making payment in Dollars to the Administrative Agent at the Payment Office in immediately available funds at for the Payment Officeaccount of such Issuing Lender, for any payment or disbursement made by such Letter of Credit issuer Issuing Lender under any Letter of Credit issued by it (each such amount so paid or disbursed until reimbursed, an "Unpaid Drawing") no later than ), within one Business Day following the date Administrative Agent's notice to the Borrower of such payment or disbursementdisbursement (provided that any such notice shall be deemed to have been given on a certain day only if given before 10:00 A.M. (New York time) on such day), with interest on the amount so paid or disbursed by such Letter of Credit IssuerIssuing Lender, to the extent not reimbursed prior to 1:00 P.M. 12:00 Noon (New York time) on the date of such payment or disbursement, from and including the date paid or disbursed to but not including excluding the date such Letter of Credit Issuer is Issuing Lender was reimbursed by the Borrower therefor at a rate per annum which shall be the Base Rate plus the Applicable Base Rate Margin for Revolving Loans maintained as Base Rate Loans as in effect from time to time plus the Applicable Margin, provided, however, to the extent such amounts are not -------- ------- reimbursed prior to 12:00 Noon (plus an additional 2% per annum if not reimbursed New York time) on the second Business Day following notice by the third Business Day after Issuing Lender to the date Borrower of such payment or disbursement), interest shall thereafter accrue on the amounts so paid or disbursed by such interest also to be payable on demand; PROVIDED, that it is understood Issuing Lender (and agreed, however, that until reimbursed by the notices referred to below in this clause (aBorrower) shall not be required to be given if a Default or an Event of Default under Section 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 a rate per annum which shall be the Base Rate in effect from time to time plus the Applicable Base Rate Margin for Revolving Loans maintained as Base Rate Loans plus 2% on and after the third Business Day following the respective Drawing). Each Letter of Credit Issuer shall provide %, in each such case, with interest to be payable by the Borrower prompt notice of any payment or disbursement made by it under any Letter of Credit issued by it, although the failure of, or delay in, giving any such notice shall not release or diminish the obligations of the Borrower under this Section 2.04(a) or under any other Section of this Agreementon demand.

Agreement to Repay Letter of Credit Drawings. (a) The Borrower -------------------------------------------- hereby agrees to reimburse each Letter of Credit Issuer, by making payment to the Administrative Agent in immediately available funds at the Payment Office, for any payment or disbursement made by such Letter of Credit issuer Issuer under any Letter of Credit issued by it (each such amount so paid or disbursed until reimbursed, an "Unpaid Drawing") no later than one Business Day following immediately after, and in any event on the date of such payment or disbursement, with interest on the amount so paid or disbursed by such Letter of Credit Issuer, to the extent not reimbursed prior to 1:00 P.M. (New York time) on the date of such payment or disbursement, from and including the date paid or disbursed to but not including the date such Letter of Credit Issuer is reimbursed therefor at a rate per annum which shall be the Base Rate plus the then Applicable Base Rate Margin for Revolving Loans maintained as Base Rate Loans plus the Base Rate, each as in effect from time to time (plus an additional 2% per annum if not reimbursed by the third Business Day after the date of such payment or disbursement), such interest also to be payable on demand; PROVIDEDprovided, that it -------- is understood and agreed, however, that the notices referred to below above in this clause (a) shall not be required to be given if a Default or an Event of Default under such Section 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 a rate per annum which shall be (x) until the Base Rate plus third Business Day following the respective Drawing, the Applicable Base Rate Margin for Revolving Loans maintained as Base Rate Loans plus 2% the Base Rate, each as in 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%). Each Letter of Credit Issuer shall provide the Borrower prompt notice of any payment or disbursement made by it under any Letter of Credit issued by it, although the failure of, or delay in, giving any such notice shall not release or diminish the 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 hereby agrees to reimburse each Letter of Credit Issuer, by making payment to the Agent in immediately available funds at the Payment Office, for any payment or disbursement made by such Letter of Credit issuer Issuer under any Letter of Credit issued by it for the account of Borrower (each such amount so paid or disbursed until reimbursed, an "Unpaid Drawing") no later than one Business Day following the date of such payment or disbursement, with interest on the amount so paid or disbursed by such Letter of Credit Issuer, to the extent not reimbursed prior to 1:00 P.M. (New York time) on the date the Letter of Credit Issuer provides notice to the Borrower of such payment or disbursement, from and including the date paid or disbursed to but not including the date such Letter of Credit Issuer is reimbursed therefor at a rate per annum which shall be the Base Rate plus the Applicable Base Rate Margin for Revolving Loans maintained as Base Rate Loans as in effect from time to time plus the Applicable Margin for Revolving Loans constituting Base Rate Loans (plus an additional 2% per annum if not reimbursed by the third Business Day after the date the Letter of Credit Issuer provides notice to the Borrower of such payment or disbursement), such interest also to be payable on demand; PROVIDED, that it is understood and agreed, provided however, that the notices referred to below above in this clause (a) shall not be required to be given if a Default or an Event of Default under Section 10.05 9.05 shall have occurred and be continuing (continuing, in which case the Unpaid Drawings shall be due and payable immediately promptly 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 the Base Rate as in effect from time to time plus the Applicable Base Rate Margin for Revolving Loans maintained as Base Rate Loans plus 2% on and after the third Business Day following the respective Drawing)date of any payment or disbursement. Each Letter of Credit Issuer shall provide the Borrower prompt notice of any payment or disbursement made by it under any Letter of Credit issued by it, although the failure of, or delay in, giving any such notice shall not release or diminish the obligations of the Borrower under this Section 2.04(a2.03(a) or under any other Section of this Agreement.

Agreement to Repay Letter of Credit Drawings. (a) The US Borrower hereby agrees to reimburse each Letter of Credit Issuer, by making payment to the Agent in immediately available funds at the Payment Office, for any payment or disbursement made by such Letter of Credit issuer Issuer under any Letter of Credit issued by it (each such amount so paid or disbursed until reimbursed, an "Unpaid Drawing") no later than one Business Day following the date of such payment or disbursement, with interest on the amount so paid or disbursed by such Letter of Credit Issuer, to the extent not reimbursed prior to 1:00 P.M. (New York time) on the date of such payment or disbursement, from and including the date paid or disbursed to but not including the date such Letter of Credit Issuer is reimbursed therefor at a rate per annum which shall be the Base Rate plus the Applicable Base Rate Margin for Revolving Loans maintained as Base Rate Loans as in effect from time to time (plus an additional 2% per annum if not reimbursed by the third Business Day after the date of such payment or disbursement), such interest also to be payable on demand; PROVIDED, that it is understood and agreed, however, that the notices referred to below in this clause (a) shall not be required to be given if a Default or an Event of Default under Section 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 a rate per annum which shall be the Base Rate plus the Applicable Base Rate Margin for Revolving Loans maintained as Base Rate Loans plus 2% on and after the third Business Day following the respective Drawing). Each Letter of Credit Issuer shall provide the US Borrower prompt notice of any payment or disbursement made by it under any Letter of Credit issued by it, although the failure of, or delay in, giving any such notice shall not release or diminish the obligations of the US Borrower under this Section 2.04(a) or under any other Section of this Agreement.