Common use of Payment by Revolving Lenders Clause in Contracts

Payment by Revolving Lenders. In the event that Company shall fail for any reason to reimburse Issuing Lender as provided in subsection 3.3B in an amount equal to the amount of any payment by Issuing Lender under a Letter of Credit issued by it, Issuing Lender shall promptly notify Administrative Agent, who shall promptly notify each Revolving Lender of the unreimbursed amount of such honored drawing and of such Revolving Lender’s respective participation therein based on such Revolving Lender’s Pro Rata Share. Each Revolving Lender (other than Issuing Lender) shall make available (and Administrative Agent may apply Cash Collateral provided for this purpose) an amount equal to its respective participation, in Dollars (based on the Dollar Equivalent amount with respect to any Letter of Credit denominated in an Alternative Currency), in Same Day Funds, at the Funding and Payment Office, not later than 12:00 Noon (New York City time) on the first Business Day after the date notified by Administrative Agent, and Administrative Agent shall make available to Issuing Lender, in Same Day Funds, at the office of Issuing Lender on such Business Day the aggregate amount of the payments so received by Administrative Agent. In the event that any Revolving Lender fails to make available to Administrative Agent on such Business Day the amount of such Revolving Lender’s participation in such Letter of Credit as provided in this subsection 3.3C, Issuing Lender shall be entitled to recover such amount on demand from such Revolving Lender together with interest thereon at the Overnight Rate for three Business Days and thereafter at the Base Rate, plus any administrative, processing or similar fees customarily charged by Issuing Lender in connection with the foregoing. Nothing in this subsection 3.3C shall be deemed to prejudice the right of Administrative Agent to recover, for the benefit of Revolving Lenders, from Issuing Lender any amounts made available to Issuing Lender pursuant to this subsection 3.3C in the event that it is determined by the final judgment of a court of competent jurisdiction that the payment with respect to a Letter of Credit by Issuing Lender in respect of which payments were made by Revolving Lenders constituted gross negligence or willful misconduct on the part of Issuing Lender.

Payment by Revolving Lenders. In the event that Company shall fail for any reason to reimburse any Issuing Lender as provided in subsection 3.3B in an amount (calculated, in the case of a payment under a Letter of Credit denominated in a currency other than Dollars, by reference to the applicable Exchange Rate) equal to the amount of any payment by such Issuing Lender under a Letter of Credit issued by it, such Issuing Lender shall promptly notify Administrative Agent, who shall promptly notify each other Revolving Lender of the unreimbursed amount of such honored drawing and of such other Revolving Lender’s respective participation therein based on such Revolving Lender’s Pro Rata Share. Each Revolving Lender (other than such Issuing Lender) shall make available (and to Administrative Agent may apply Cash Collateral provided for this purpose) an amount equal to its respective participation, in Dollars (based on the Dollar Equivalent amount with respect to any Letter of Credit denominated and in an Alternative Currency), in Same Day Fundssame day funds, at the Funding and Payment OfficeAccount, not later than 12:00 Noon (New York City time) on the first Business Day after the date notified by Administrative Agent, Agent and Administrative Agent shall make available to such Issuing Lender, Lender in Same Day FundsDollars in same day funds, at the office of such Issuing Lender on such Business Day Day, the aggregate amount of the participation payments so received by Administrative Agent. In the event that any Revolving Lender fails to make available to Administrative Agent on such Business Day the amount of such Revolving Lender’s participation in such Letter of Credit as provided in this subsection 3.3C, such Issuing Lender shall be entitled to recover such amount on demand from such Revolving Lender together with interest thereon at the Overnight Rate for three Business Days and thereafter at the Base Federal Funds Effective Rate, plus any administrative, processing or similar fees customarily charged by Issuing Lender in connection with the foregoing. Nothing in this subsection 3.3C shall be deemed to prejudice the right of Administrative Agent to recover, for the benefit of Revolving Lenders, from any Issuing Lender any amounts made available to such Issuing Lender pursuant to this subsection 3.3C in the event that it is determined by the final judgment of a court of competent jurisdiction that the payment with respect to a Letter of Credit by such Issuing Lender in respect of which such participation payments were made by Revolving Lenders constituted gross negligence or willful misconduct on the part of such Issuing Lender.

Payment by Revolving Lenders. In the event that Company shall fail for any reason to reimburse any Issuing Lender as provided in subsection 3.3B in an amount equal to the amount of any payment by such Issuing Lender under a Letter of Credit issued by it, such Issuing Lender shall promptly notify Administrative Agent, who shall promptly notify each Revolving Lender of the unreimbursed amount of such honored drawing and of such Revolving Lender’s respective participation therein based on such Revolving Lender’s Pro Rata Share. Each Revolving Lender (other than such Issuing Lender) shall make available (and to Administrative Agent may apply Cash Collateral provided for this purpose) an amount equal to its respective participation, in Dollars (based on the Dollar Equivalent amount with respect to any Letter of Credit denominated in an Alternative Currency)Dollars, in Same Day Fundssame day funds, at the Funding and Payment Office, not later than 12:00 Noon (New York City time) on the first Business Day after the date notified by Administrative Agent, and Administrative Agent shall make available to such Issuing LenderLender in Dollars, in Same Day Fundssame day funds, at the office of such Issuing Lender on such Business Day the aggregate amount of the payments so received by Administrative Agent. In the event that any Revolving Lender fails to make available to Administrative Agent on such Business Day the amount of such Revolving Lender’s participation in such Letter of Credit as provided in this subsection 3.3C, such Issuing Lender shall be entitled to recover such amount on demand from such Revolving Lender together with interest thereon at the Overnight Rate rate customarily used by such Issuing Lender for the correction of errors among banks for three Business Days and thereafter at the Base Rate, plus any administrative, processing or similar fees customarily charged by Issuing Lender in connection with the foregoing. Nothing in this subsection 3.3C shall be deemed to prejudice the right of Administrative Agent to recover, for the benefit of Revolving Lenders, from any Issuing Lender any amounts made available to such Issuing Lender pursuant to this subsection 3.3C in the event that it is determined by the final judgment of a court of competent jurisdiction that the payment with respect to a Letter of Credit by such Issuing Lender in respect of which payments were made by Revolving Lenders constituted gross negligence or willful misconduct on the part of such Issuing Lender.

Payment by Revolving Lenders. In the event that Company shall fail for any reason to reimburse any Issuing Lender as provided in subsection 3.3B in an amount equal to the amount of any payment drawing honored by such Issuing Lender under a Letter of Credit issued by it, such Issuing Lender shall promptly notify Administrative Agent, who shall promptly notify each other Revolving Lender of the unreimbursed amount of such honored drawing and of such other Revolving Lender’s respective participation therein based on such Revolving Lender’s Pro Rata Share. Each Revolving Lender (other than Issuing Lender) shall make available (and Administrative Agent may apply Cash Collateral provided for this purpose) to such Issuing Lender an amount equal to its respective participation, in Dollars (based on the Dollar Equivalent amount with respect to any Letter of Credit denominated and in an Alternative Currency), in Same Day Fundssame day funds, at the Funding and Payment Officeoffice of such Issuing Lender specified in such notice, not later than 12:00 Noon (New York City time) on the first Business Day business day (under the laws of the jurisdiction in which such office of such Issuing Lender is located) after the date notified by Administrative Agent, and Administrative Agent shall make available to such Issuing Lender, in Same Day Funds, at the office of Issuing Lender on such Business Day the aggregate amount of the payments so received by Administrative Agent. In the event that any Revolving Lender fails to make available to Administrative Agent such Issuing Lender on such Business Day business day the amount of such Revolving Lender’s participation in such Letter of Credit as provided in this subsection 3.3C, such Issuing Lender shall be entitled to recover such amount on demand from such Revolving Lender together with interest thereon at the Overnight Rate rate customarily used by such Issuing Lender for the correction of errors among banks for three Business Days and thereafter at the Alternate Base Rate, plus any administrative, processing or similar fees customarily charged by Issuing Lender in connection with the foregoing. Nothing in this subsection 3.3C shall be deemed to prejudice the right of Administrative Agent any Revolving Lender to recover, for the benefit of Revolving Lenders, recover from any Issuing Lender any amounts made available by such Revolving Lender to such Issuing Lender pursuant to this subsection 3.3C in the event that it is determined by the final judgment of a court of competent jurisdiction that the payment with respect to a Letter of Credit by such Issuing Lender in respect of which payments were payment was made by such Revolving Lenders Lender constituted gross negligence or willful misconduct on the part of such Issuing Lender.

Payment by Revolving Lenders. In the event that Company shall fail for any reason to reimburse Issuing Lender shall not have been reimbursed on the Reimbursement Date as provided in subsection 3.3B in an amount equal to the amount of any payment by such Issuing Lender under a Letter of Credit issued by it, such Issuing Lender shall promptly notify Administrative Agent, who shall promptly notify each other Revolving Lender of the unreimbursed amount of such honored drawing and of such other Revolving Lender’s respective participation therein based on such Revolving Lender’s Pro Rata Share. Each Revolving Lender (other than such Issuing Lender) shall make available (and to Administrative Agent may apply Cash Collateral provided for this purpose) an amount equal to its respective participation, in Dollars (based on the Dollar Equivalent amount with respect to any Letter of Credit denominated and in an Alternative Currency), in Same Day Fundssame day funds, at the Funding and Payment OfficeAccount, not later than 12:00 Noon (New York City time) on the first Business Day after the date notified by Administrative Agent, Agent and Administrative Agent shall make available to such Issuing Lender, Lender in Same Day FundsDollars in same day funds, at the office of such Issuing Lender on such Business Day Day, the aggregate amount of the participation payments so received by Administrative Agent. In the event that any Revolving Lender fails to make available to Administrative Agent on such Business Day the amount of such Revolving Lender’s participation in such Letter of Credit as provided in this subsection 3.3C, such Issuing Lender shall be entitled to recover such amount on demand from such Revolving Lender together with interest thereon at the Overnight Rate for three Business Days and thereafter at the Base Federal Funds Effective Rate, plus any administrative, processing or similar fees customarily charged by Issuing Lender in connection with the foregoing. Nothing in this subsection 3.3C shall be deemed to prejudice the right of Administrative Agent or Company to recover, for the benefit of Revolving Lenders, from any Issuing Lender any amounts made available to such Issuing Lender pursuant to this subsection 3.3C in the event that it is determined by the final judgment of a court of competent jurisdiction that the payment with respect to a Letter of Credit by such Issuing Lender in respect of which such participation payments were made by Revolving Lenders constituted gross negligence or willful misconduct on the part of such Issuing Lender.

Payment by Revolving Lenders. In the event that Company shall fail for any reason to reimburse any Issuing Lender as provided in subsection 3.3B in an amount (calculated, in the case of a payment under a Letter of Credit denominated in a currency other than Dollars, by reference to the applicable Exchange Rate) equal to the amount of any payment by such Issuing Lender under a Letter of Credit issued by it, such Issuing Lender shall promptly notify Administrative Agent, who shall promptly notify each Revolving Lender of the unreimbursed amount of such honored drawing and of such Revolving Lender’s respective participation therein based on such Revolving Lender’s Pro Rata Share. Each Revolving Lender (other than such Issuing Lender) shall make available (and to Administrative Agent may apply Cash Collateral provided for this purpose) an amount equal to its respective participation, in Dollars (based on the Dollar Equivalent amount with respect to any Letter of Credit denominated in an Alternative Currency)Dollars, in Same Day Fundssame day funds, at the Funding and Payment Office, not later than 12:00 Noon noon (New York City San Francisco time) on the first Business Day after the date notified by Administrative Agent, and Administrative Agent shall make available to such Issuing LenderLender in Dollars, in Same Day Fundssame day funds, at the office of such Issuing Lender on such Business Day the aggregate amount of the payments so received by Administrative Agent. In the event that any Revolving Lender fails to make available to Administrative Agent on such Business Day the amount of such Revolving Lender’s participation in such Letter of Credit as provided in this subsection 3.3C, such Issuing Lender shall be entitled to recover such amount on demand from such Revolving Lender together with interest thereon at the Overnight Rate rate customarily used by such Issuing Lender for the correction of errors among banks for three Business Days and thereafter at the Base Rate, plus any administrative, processing or similar fees customarily charged by Issuing Lender in connection with the foregoing. Nothing in this subsection 3.3C shall be deemed to prejudice the right of Administrative Agent to recover, for the benefit of Revolving Lenders, from any Issuing Lender any amounts made available to such Issuing Lender pursuant to this subsection 3.3C in the event that it is determined by the final judgment of a court of competent jurisdiction that the payment with respect to a Letter of Credit by such Issuing Lender in respect of which payments were made by Revolving Lenders constituted gross negligence or willful misconduct on the part of such Issuing Lender.

Payment by Revolving Lenders. In the event that Company shall fail for any reason to reimburse any Issuing Lender as provided in subsection 3.3B in an amount equal to the amount of any payment by such Issuing Lender under a Letter of Credit issued by it, such Issuing Lender shall promptly notify Administrative Agent, who shall promptly notify each Revolving Lender of the unreimbursed amount of such honored drawing and of such Revolving Lender’s respective participation therein based on such Revolving Lender’s Pro Rata Share. Each Revolving Lender (other than such Issuing Lender) shall make available (and to Administrative Agent may apply Cash Collateral provided for this purpose) an amount equal to its respective participation, in Dollars (based on the Dollar Equivalent amount with respect to any Letter of Credit denominated in an Alternative Currency)Dollars, in Same Day Fundssame day funds, at the Funding and Payment Office, not later than 12:00 Noon 1:00 P.M. (New York City time) on the first Business Day after the date notified by Administrative Agent, and Administrative Agent shall make available to such Issuing LenderLender in Dollars, in Same Day Fundssame day funds, at the office of such Issuing Lender on such Business Day the aggregate amount of the payments so received by Administrative Agent. In the event that any Revolving Lender fails to make available to Administrative Agent on such Business Day the amount of such Revolving Lender’s participation in such Letter of Credit as provided in this subsection 3.3C, such Issuing Lender shall be entitled to recover such amount on demand from such Revolving Lender together with interest thereon at the Overnight Rate rate customarily used by such Issuing Lender for the correction of errors among banks for three Business Days and thereafter at the Base Rate, plus any administrative, processing or similar fees customarily charged by Issuing Lender in connection with the foregoing. Nothing in this subsection 3.3C shall be deemed to prejudice the right of Administrative Agent to recover, for the benefit of Revolving Lenders, from any Issuing Lender any amounts made available to such Issuing Lender pursuant to this subsection 3.3C in the event that it is determined by the final judgment of a court of competent jurisdiction that the payment with respect to a Letter of Credit by such Issuing Lender in respect of which payments were made by Revolving Lenders constituted gross negligence or willful misconduct on the part of such Issuing Lender.

Payment by Revolving Lenders. In the event that Company shall fail for any reason to reimburse Issuing Lender as provided in subsection 3.3B in an amount (calculated, in the case of a payment under a Letter of Credit denominated in a currency other than Dollars, by reference to the applicable Exchange Rate) equal to the amount of any payment by Issuing Lender under a Letter of Credit issued by it, Issuing Lender shall promptly notify Administrative Agent, who shall promptly notify each Revolving other Lender of the unreimbursed amount of such honored drawing and of such other Revolving Lender’s respective participation therein based on such Revolving Lender’s Pro Rata Share. Each Revolving Lender (other than Issuing Lender) shall make available (and Administrative Agent may apply Cash Collateral provided for this purpose) to Issuing Lender an amount equal to its respective participation, in Dollars (based on the Dollar Equivalent amount with respect to any Letter of Credit denominated and in an Alternative Currency), in Same Day Funds, at the Funding and Payment Office, not later than 12:00 Noon (New York City time) on the first Business Day after the date notified by Administrative Agent, and Administrative Agent shall make available to Issuing Lender, in Same Day Fundssame day funds, at the office of Issuing Lender specified in such notice, not later than 10:00 A.M. (California time) on such Business Day the aggregate amount first business day (under the laws of the payments so received jurisdiction in which such office of Issuing Lender is located) after the date notified by Administrative AgentIssuing Lender. In the event that any Revolving Lender fails to make available to Administrative Agent Issuing Lender on such Business Day business day the amount of such Revolving Lender’s participation in such Letter of Credit as provided in this subsection 3.3C, Issuing Lender shall be entitled to recover such amount on demand from such Revolving Lender together with interest thereon at the Overnight Rate rate customarily used by Issuing Lender for the correction of errors among banks for three Business Days and thereafter at the Base Rate, plus any administrative, processing or similar fees customarily charged by Issuing Lender in connection with the foregoing. Nothing in this subsection 3.3C shall be deemed to prejudice the right of Administrative Agent any Lender to recover, for the benefit of Revolving Lenders, recover from Issuing Lender any amounts made available by such Revolving Lender to Issuing Lender pursuant to this subsection 3.3C in the event that it is determined by the final judgment of a court of competent jurisdiction that the payment with respect to a Letter of Credit by Issuing Lender in respect of which payments were payment was made by such Revolving Lenders Lender constituted gross negligence or willful misconduct on the part of Issuing Lender.

Payment by Revolving Lenders. In the event that Company shall fail for any reason to reimburse any Issuing Lender as provided in subsection 3.3B in an amount equal to the amount of any payment drawing honored by such Issuing Lender under a Letter of Credit issued by it, such Issuing Lender shall promptly notify Administrative Agent, who shall promptly notify each other Revolving Lender of the unreimbursed amount of such honored drawing and of such other Revolving Lender’s 's respective participation therein based on such Revolving Lender’s 's Pro Rata Share. Each Revolving Lender (other than Issuing Lender) shall make available (and Administrative Agent may apply Cash Collateral provided for this purpose) to such Issuing Lender an amount equal to its respective participation, in Dollars (based on the Dollar Equivalent amount with respect to any Letter of Credit denominated and in an Alternative Currency), in Same Day Fundssame day funds, at the Funding and Payment Officeoffice of such Issuing Lender specified in such notice, not later than 12:00 Noon (New York City time) on the first Business Day business day (under the laws of the jurisdiction in which such office of such Issuing Lender is located) after the date notified by Administrative Agent, and Administrative Agent shall make available to such Issuing Lender, in Same Day Funds, at the office of Issuing Lender on such Business Day the aggregate amount of the payments so received by Administrative Agent. In the event that any Revolving Lender fails to make available to Administrative Agent such Issuing Lender on such Business Day business day the amount of such Revolving Lender’s 's participation in such Letter of Credit as provided in this subsection 3.3C, such Issuing Lender shall be entitled to recover such amount on demand from such Revolving Lender together with interest thereon at the Overnight Rate rate customarily used by such Issuing Lender for the correction of errors among banks for three Business Days and thereafter at the Alternate Base Rate, plus any administrative, processing or similar fees customarily charged by Issuing Lender in connection with the foregoing. Nothing in this subsection 3.3C shall be deemed to prejudice the right of Administrative Agent any Revolving Lender to recover, for the benefit of Revolving Lenders, recover from any Issuing Lender any amounts made available by such Revolving Lender to such Issuing Lender pursuant to this subsection 3.3C in the event that it is determined by the final judgment of a court of competent jurisdiction that the payment with respect to a Letter of Credit by such Issuing Lender in respect of which payments were payment was made by such Revolving Lenders Lender constituted gross negligence or willful misconduct on the part of such Issuing Lender.

Payment by Revolving Lenders. In the event that Company shall fail for any reason to reimburse Issuing Lender as provided in subsection 3.3B in an amount equal to the amount of any payment by Issuing Lender under a Letter of Credit issued by itLender, Issuing Lender shall promptly notify Administrative Agent, who shall promptly notify each Revolving Lender of the unreimbursed amount of such honored drawing and of such Revolving Lender’s respective participation therein based on such Revolving Lender’s Pro Rata Share. Each Revolving Lender (other than Issuing Lender) shall make available (and to Administrative Agent may apply Cash Collateral provided for this purpose) an amount equal to its respective participation, in Dollars (based on the Dollar Equivalent amount with respect to any Letter of Credit denominated in an Alternative Currency)Dollars, in Same Day Fundssame day funds, at the Funding and Payment Office, not later than 12:00 Noon (New York City San Francisco time) on the first Business Day after the date notified by Administrative Agent, and Administrative Agent shall make available to Issuing LenderLender in Dollars, in Same Day Fundssame day funds, at the office of Issuing Lender on such Business Day the aggregate amount of the payments so received by Administrative Agent. In the event that any Revolving Lender fails to make available to Administrative Agent on such Business Day the amount of such Revolving Lender’s participation in such Letter of Credit as provided in this subsection 3.3C, Issuing Lender shall be entitled to recover such amount on demand from such Revolving Lender together with interest thereon at the Overnight Rate rate customarily used by Issuing Lender for the correction of errors among banks for three Business Days and thereafter at the Base Rate, plus any administrative, processing or similar fees customarily charged by Issuing Lender in connection with the foregoing. Nothing in this subsection 3.3C shall be deemed to prejudice the right of Administrative Agent to recover, for the benefit of Revolving Lenders, from Issuing Lender any amounts made available to Issuing Lender pursuant to this subsection 3.3C in the event that it is determined by the final judgment of a court of competent jurisdiction that the payment with respect to a Letter of Credit by Issuing Lender in respect of which payments were made by Revolving Lenders constituted gross negligence or willful misconduct on the part of Issuing Lender.

Payment by Revolving Lenders. In the event that Company shall fail for any reason to reimburse any Issuing Lender as provided in subsection 3.3B in an amount (calculated, in the case of a drawing under a Letter of Credit denominated in a currency other than Dollars, by reference to the applicable Exchange Rate) equal to the amount of any payment drawing honored by such Issuing Lender under a Letter of Credit issued by it, such Issuing Lender shall promptly notify Administrative Agent, who shall promptly notify each other Revolving Lender of the unreimbursed amount of such honored drawing and of such other Revolving Lender’s 's respective participation therein based on such Revolving Lender’s 's Pro Rata Share. Each Revolving Lender (other than Issuing Lender) shall make available (and Administrative Agent may apply Cash Collateral provided for this purpose) to such Issuing Lender an amount equal to its respective participation, in Dollars (based on the Dollar Equivalent amount with respect to any Letter of Credit denominated and in an Alternative Currency), in Same Day Fundssame day funds, at the Funding and Payment Officeoffice of such Issuing Lender specified in such notice, not later than 12:00 Noon (New York City time) on the first Business Day business day (under the laws of the jurisdiction in which such office of such Issuing Lender is located) after the date notified by Administrative Agent, and Administrative Agent shall make available to such Issuing Lender, in Same Day Funds, at the office of Issuing Lender on such Business Day the aggregate amount of the payments so received by Administrative Agent. In the event that any Revolving Lender fails to make available to Administrative Agent such Issuing Lender on such Business Day business day the amount of such Revolving Lender’s 's participation in such Letter of Credit as provided in this subsection 3.3C, such Issuing Lender shall be entitled to recover such amount on demand from such Revolving Lender together with interest thereon at the Overnight Federal Funds Effective Rate for three Business Days and thereafter at the Base Rate, plus any administrative, processing or similar fees customarily charged by Issuing Lender in connection with the foregoing. Nothing in this subsection 3.3C shall be deemed to prejudice the right of Administrative Agent any Revolving Lender to recover, for the benefit of Revolving Lenders, recover from any Issuing Lender any amounts made available by such Revolving Lender to such Issuing Lender pursuant to this subsection 3.3C in the event that it is determined by the final judgment of a court of competent jurisdiction that the payment with respect to a Letter of Credit by such Issuing Lender in respect of which payments were payment was made by such Revolving Lenders Lender constituted gross negligence or willful misconduct on the part of such Issuing Lender.

Payment by Revolving Lenders. In the event that Company the Domestic Borrower or the Sterling Borrower shall fail for any reason to reimburse the Domestic Issuing Lender Bank or UK Issuing Bank, as applicable, as provided in subsection 3.3B in Section 2.06 by borrowing Domestic Revolving Loans or Sterling Revolving Loans, as applicable, or otherwise providing an amount equal to the amount of any payment drawing honored by such Issuing Lender under a Letter of Credit issued by itBank, such Issuing Lender Bank shall promptly notify the Administrative Agent, Agent who shall promptly notify each respective Domestic or Sterling Revolving Lender of the unreimbursed amount of such honored drawing and of such Revolving Lender’s respective participation therein based on such Revolving Lender’s 's Pro Rata ShareShare thereof. Each respective Domestic or Sterling Revolving Lender (other than Issuing Lender) shall make available (and to the Administrative Agent may apply Cash Collateral provided for this purpose) an amount equal to its respective participation, in US Dollars (based on in the Dollar Equivalent amount with respect to any Letter case of Credit denominated Domestic L/Cs, and in an Alternative Currency)the appropriate Freely Available Foreign Currency in the case of Foreign L/Cs, and in Same Day Fundsimmediately available funds, at the Funding and Payment Office, Office of the Administrative Agent not later than 12:00 Noon 1:00 p.m. (New York City Atlanta, Georgia time) in the case of participations in Domestic L/Cs on the first Business Day after the date notified by the Administrative Agent, and, in the case of participations in Foreign Currency L/C's, not later than three (3) Business Days after the date notified by the Administrative Agent, and the Administrative Agent shall promptly make such amounts available to the applicable Issuing Lender, in Same Day Funds, at the office of Issuing Lender on such Business Day the aggregate amount of the payments so received by Administrative AgentBank. In the event that any such Domestic or Sterling Revolving Lender fails to make available to the Administrative Agent on such Business Day the amount of such Domestic or Sterling Revolving Lender’s 's respective participation in such Letter of Credit as provided in this subsection 3.3CL/C, such Issuing Lender Bank shall be entitled to recover such amount on demand from such Domestic or Sterling Revolving Lender together with interest thereon at the Overnight Federal Funds Rate for three the first two Business Days after demand and thereafter at the Base Rate, plus any administrative, processing or similar fees customarily charged by . Each Issuing Lender in connection with Bank shall distribute to the foregoing. Nothing in this subsection 3.3C shall be deemed to prejudice the right of Administrative Agent all payments received by such Issuing Bank from the Domestic Borrower and Sterling Borrower in reimbursement of drawings honored by such Issuing Bank under such L/C when such payments are received. The Administrative Agent shall promptly distribute to recover, for each respective Domestic or Sterling Revolving Lender (other than the benefit of Revolving Lenders, from Issuing Lender any Banks) that has paid all amounts made available to Issuing Lender pursuant to payable under this subsection 3.3C in the event that it is determined by the final judgment of a court of competent jurisdiction that the payment Section with respect to a Letter any L/C, such Revolving Lender's applicable Pro Rata Share of Credit by Issuing Lender in respect of which payments were made by Revolving Lenders constituted gross negligence or willful misconduct on the part of Issuing Lendersuch payments.

Payment by Revolving Lenders. In the event that Company Borrower shall fail for any reason to reimburse Issuing Lender as provided in subsection 3.3B Section 3.3(b) in an amount equal to the amount of any payment by Issuing Lender under a Letter of Credit issued by it, Issuing Lender shall promptly notify Administrative AgentAgent (if it is not Issuing Lender with respect to such Letter of Credit), who shall promptly notify each Revolving Lender of the unreimbursed amount of such honored drawing and of such Revolving Lender’s respective participation therein based on such Revolving Lender’s Pro Rata Share. Each Revolving Lender (other than Issuing Lender) shall make available (and to Administrative Agent may apply Cash Collateral provided for this purpose) an amount equal to its respective participation, in Dollars (based on the Dollar Equivalent amount with respect to any Letter of Credit denominated in an Alternative Currency)Dollars, in Same Day Fundssame day funds, at the Funding and Payment Office, not later than 12:00 Noon 1:00 P.M. (New York City time) on the first Business Day after the date notified by Administrative Agent, and Administrative Agent shall make available to Issuing LenderLender in Dollars, in Same Day Fundssame day funds, at the office of Issuing Lender on such Business Day the aggregate amount of the payments so received by Administrative Agent. In the event that any Revolving Lender fails to make available to Administrative Agent on such Business Day the amount of such Revolving Lender’s participation in such Letter of Credit as provided in this subsection 3.3CSection 3.3(c), Issuing Lender shall be entitled to recover such amount on demand from such Revolving Lender together with interest thereon at the Overnight Rate rate customarily used by such Issuing Lender for the correction of errors among banks for three Business Days and thereafter at the Base Rate, plus any administrative, processing or similar fees customarily charged by Issuing Lender in connection with the foregoing. Nothing in this subsection 3.3C Section 3.3(c) shall be deemed to prejudice the right of Administrative Agent to recover, for the benefit of Revolving Lenders, from Issuing Lender any amounts made available to Issuing Lender pursuant to this subsection 3.3C Section 3.3(c) in the event that it is determined by the final judgment of a court of competent jurisdiction that the payment with respect to a Letter of Credit by Issuing Lender in respect of which payments were made by Revolving Lenders constituted gross negligence or willful misconduct on the part of Issuing Lender.

Payment by Revolving Lenders. In the event that Company shall fail for any reason to reimburse any Issuing Lender as provided in subsection 3.3B in an amount (calculated, in the case of a payment under a Letter of Credit denominated in a currency other than Dollars, by reference to the applicable Exchange Rate thereof) equal to the amount of any payment by such Issuing Lender under a Letter of Credit issued by it, such Issuing Lender shall promptly notify Administrative Agent, who shall promptly notify each other Revolving Lender of the unreimbursed amount of such honored drawing and of such other Revolving Lender’s respective participation therein based on such Revolving Lender’s Pro Rata Share. Each Revolving Lender (other than such Issuing Lender) shall make available (and to Administrative Agent may apply Cash Collateral provided for this purpose) an amount equal to its respective participation, in Dollars (based on the Dollar Equivalent amount with respect to any Letter of Credit denominated and in an Alternative Currency), in Same Day Fundssame day funds, at the Funding and Payment OfficeAccount, not later than 12:00 Noon (New York City time) on the first Business Day after the date notified by Administrative Agent, and Administrative Agent shall make available to such Issuing Lender, Lender in Same Day FundsDollars in same day funds, at the office of such Issuing Lender on such Business Day Day, the aggregate amount of the participation payments so received by Administrative Agent. In the event that any Revolving Lender fails to make available to Administrative Agent on such Business Day the amount of such Revolving Lender’s participation in such Letter of Credit as provided in this subsection 3.3C, such Issuing Lender shall be entitled to recover such amount on demand from such Revolving Lender together with interest thereon at the Overnight Rate for three Business Days and thereafter at the Base Federal Funds Effective Rate, plus any administrative, processing or similar fees customarily charged by Issuing Lender in connection with the foregoing. Nothing in this subsection 3.3C shall be deemed to prejudice the right of Administrative Agent to recover, for the benefit of Revolving Lenders, from any Issuing Lender any amounts made available to such Issuing Lender pursuant to this subsection 3.3C in the event that it is determined by the final non-appealable judgment of a court of competent jurisdiction that the payment with respect to a Letter of Credit by such Issuing Lender in respect of which such participation payments were made by Revolving Lenders constituted gross negligence or willful misconduct on the part of such Issuing Lender.

Payment by Revolving Lenders. In the event that Company shall ---------------------------- fail for any reason to reimburse any Issuing Lender as provided in subsection 3.3B in an amount equal to the amount of any payment drawing honored by such Issuing Lender under a Letter of Credit issued by it, such Issuing Lender shall promptly notify Administrative Agent, who shall promptly notify each other Revolving Lender of the unreimbursed amount of such honored drawing and of such other Revolving Lender’s 's respective participation therein based on such Revolving Lender’s 's Pro Rata Share. Each Revolving Lender (other than Issuing Lender) shall make available (and Administrative Agent may apply Cash Collateral provided for this purpose) to such Issuing Lender an amount equal to its respective participation, in Dollars (based on the Dollar Equivalent amount with respect to any Letter of Credit denominated and in an Alternative Currency), in Same Day Fundssame day funds, at the Funding and Payment Officeoffice of such Issuing Lender specified in such notice, not later than 12:00 Noon (New York City San Francisco time) on the first Business Day business day (under the laws of the jurisdiction in which such office of such Issuing Lender is located) after the date notified by Administrative Agent, and Administrative Agent shall make available to such Issuing Lender, in Same Day Funds, at the office of Issuing Lender on such Business Day the aggregate amount of the payments so received by Administrative Agent. In the event that any Revolving Lender fails to make available to Administrative Agent such Issuing Lender on such Business Day business day the amount of such Revolving Lender’s 's participation in such Letter of Credit as provided in this subsection 3.3C, such Issuing Lender shall be entitled to recover such amount on demand from such Revolving Lender together with interest thereon at the Overnight Federal Funds Effective Rate for three Business Days and thereafter at the Base Rate, plus any administrative, processing or similar fees customarily charged by Issuing Lender in connection with the foregoing. Nothing in this subsection 3.3C shall be deemed to prejudice the right of Administrative Agent any Revolving Lender to recover, for the benefit of Revolving Lenders, recover from any Issuing Lender any amounts made available by such Revolving Lender to such Issuing Lender pursuant to this subsection 3.3C in the event that it is determined by the final judgment of a court of competent jurisdiction that the payment with respect to a Letter of Credit by such Issuing Lender in respect of which payments were payment was made by such Revolving Lenders Lender constituted gross negligence or willful misconduct on the part of such Issuing Lender.

Payment by Revolving Lenders. In the event that Company If Borrower shall fail for any reason to reimburse any Issuing Lender (or Administrative Agent) as provided in subsection 3.3B in an amount equal to the amount of any payment drawing honored by such Issuing Lender under a Letter of Credit issued by it, Issuing Lender shall promptly notify Administrative Agent, who Agent shall promptly notify each other Revolving Lender of the unreimbursed amount of such honored drawing and of such other Revolving Lender’s respective participation therein based on such Revolving Lender’s Pro Rata ShareShare of the Revolving Loan Commitment by telefacsimile or by telephone promptly confirmed by telefacsimile. Each Revolving Lender (other than Issuing Lender) shall make available (and to Administrative Agent may apply Cash Collateral provided for this purpose) the account of such Issuing Lender an amount equal to its respective participation, in Dollars (based on the Dollar Equivalent amount with respect to any Letter of Credit denominated and in an Alternative Currency), in Same Day Fundssame day funds, at the Funding and Payment Administrative Agent’s Office, not later than 12:00 Noon 2:00 P.M. (New York City time) on the first Business Day after the date notified by Administrative Agent, and Administrative Agent shall make available to Issuing Lender, in Same Day Funds, at the office of Issuing Lender on such Business Day the aggregate amount of the payments so received by Administrative Agent. In the event that If any Revolving Lender fails to make available to Administrative Agent for the account of such Issuing Lender on such Business Day the amount of such Revolving Lender’s participation in such Letter of Credit as provided in this subsection 3.3C, Administrative Agent and/or such Issuing Lender shall be entitled to recover such amount on demand from such Revolving Lender together with interest thereon at the Overnight Rate rate customarily used by such Issuing Lender for the correction of errors among banks for three Business Days and thereafter at the Base Rate, plus any administrative, processing or similar fees customarily charged by Issuing Lender in connection with the foregoing. Nothing in this subsection 3.3C shall be deemed to prejudice the right of Administrative Agent any Revolving Lender to recover, for the benefit of Revolving Lenders, recover from any Issuing Lender any amounts made available by such Revolving Lender to such Issuing Lender pursuant to this subsection 3.3C in the event that if it is determined by the final judgment of a court of competent jurisdiction that the payment with respect to a Letter of Credit by such Issuing Lender in respect of which payments were payment was made by Revolving Lenders such Issuing Lender constituted gross negligence or willful misconduct on the part of such Issuing Lender.

Payment by Revolving Lenders. In the event that Company shall fail for any reason to reimburse any Issuing Lender as provided in subsection 3.3B in an amount (calculated, in the case of a payment under a Letter of Credit denominated in a currency other than Dollars, by reference to the applicable Exchange Rate thereof) equal to the amount of any payment by such Issuing Lender under a Letter of Credit issued by it, such Issuing Lender shall promptly notify Administrative Agent, who shall promptly notify each other Revolving Lender of the unreimbursed amount of such honored drawing and of such other Revolving Lender’s respective participation therein based on such Revolving Lender’s Pro Rata Share. Each Revolving Lender (other than such Issuing Lender) shall make available (and to Administrative Agent may apply Cash Collateral provided for this purpose) an amount equal to its respective participation, in Dollars (based on the Dollar Equivalent amount with respect to any Letter of Credit denominated and in an Alternative Currency), in Same Day Fundssame day funds, at the Funding and Payment OfficeAccount, not later than 12:00 Noon (New York City time) on the first Business Day after the date notified by Administrative Agent, Agent and Administrative Agent shall make available to such Issuing Lender, Lender in Same Day FundsDollars in same day funds, at the office of such Issuing Lender on such Business Day Day, the aggregate amount of the participation payments so received by Administrative Agent. In the event that any Revolving Lender fails to make available to Administrative Agent on such Business Day the amount of such Revolving Lender’s participation in such Letter of Credit as provided in this subsection 3.3C, such Issuing Lender shall be entitled to recover such amount on demand from such Revolving Lender together with interest thereon at the Overnight Rate for three Business Days and thereafter at the Base Federal Funds Effective Rate, plus any administrative, processing or similar fees customarily charged by Issuing Lender in connection with the foregoing. Nothing in this subsection 3.3C shall be deemed to prejudice the right of Administrative Agent to recover, for the benefit of Revolving Lenders, from any Issuing Lender any amounts made available to such Issuing Lender pursuant to this subsection 3.3C in the event that it is determined by the final judgment of a court of competent jurisdiction that the payment with respect to a Letter of Credit by such Issuing Lender in respect of which such participation payments were made by Revolving Lenders constituted gross negligence or willful misconduct on the part of such Issuing Lender.

Payment by Revolving Lenders. In the event that Company shall fail for any reason to reimburse Issuing Lender as provided in subsection 3.3B in an amount equal to the amount of any payment by Issuing Lender under a Letter of Credit issued by itLender, Issuing Lender shall promptly notify Administrative Agent, who shall promptly notify each Revolving Lender of the unreimbursed amount of such honored drawing and of such Revolving Lender’s respective participation therein based on such Revolving Lender’s Pro Rata Share. Each Revolving Lender (other than Issuing Lender) shall make available (and to Administrative Agent may apply Cash Collateral provided for this purpose) an amount equal to its respective participation, in Dollars (based on the Dollar Equivalent amount with respect to any Letter of Credit denominated in an Alternative Currency)Dollars, in Same Day Fundssame day funds, at the Funding and Payment Office, not later than 12:00 Noon (New York City San Francisco time) on the first Business Day after the date notified by Administrative Agent, and Administrative Agent shall make available to Issuing LenderLender in Dollars, in Same Day Fundssame day funds, at the office of Issuing Lender on such Business Day the aggregate amount of the payments so received by Administrative Agent. In the event that any Revolving Lender fails to make available to Administrative Agent on such Business Day the amount of such Revolving Lender’s participation in such Letter of Credit as provided in this subsection 3.3C, Issuing Lender shall be entitled to recover such amount on demand from such Revolving Lender together with interest thereon at the Overnight Rate rate customarily used by Issuing Lender for the correction of errors among banks for three Business Days and thereafter at the Base EXECUTION VERSION Rate, plus any administrative, processing or similar fees customarily charged by Issuing Lender in connection with the foregoing. Nothing in this subsection 3.3C shall be deemed to prejudice the right of Administrative Agent to recover, for the benefit of Revolving Lenders, from Issuing Lender any amounts made available to Issuing Lender pursuant to this subsection 3.3C in the event that it is determined by the final judgment of a court of competent jurisdiction that the payment with respect to a Letter of Credit by Issuing Lender in respect of which payments were made by Revolving Lenders constituted gross negligence or willful misconduct on the part of Issuing Lender.

Payment by Revolving Lenders. In the event that Company shall fail for any reason to reimburse any Issuing Lender as provided in subsection 3.3B in an amount (calculated, in the case of a payment under a Revolving Letter of Credit denominated in a currency other than Dollars, by reference to the applicable Exchange Rate) equal to the amount of any payment by such Issuing Lender under a Revolving Letter of Credit issued by it, such Issuing Lender shall promptly notify Administrative Agent, who shall promptly notify each Revolving Lender of the unreimbursed amount of such honored drawing and of such Revolving Lender’s respective participation therein based on such Revolving Lender’s Pro Rata Share. Each Revolving Lender (other than such Issuing Lender) shall make available (and to Administrative Agent may apply Cash Collateral provided for this purpose) an amount equal to its respective participation, in Dollars (based on the Dollar Equivalent amount with respect to any Letter of Credit denominated in an Alternative Currency)Dollars, in Same Day Fundssame day funds, at the Funding and Payment Office, not later than 12:00 Noon (New York City time) on the first Business Day after the date notified by Administrative Agent, Agent and Administrative Agent shall make available to such Issuing Lender, Lender in Same Day FundsDollars in same day funds, at the office of such Issuing Lender on such Business Day the aggregate amount of the payments so received by Administrative Agent. In the event that any Revolving Lender fails to make available to Administrative Agent on such Business Day the amount of such Revolving Lender’s participation in such Revolving Letter of Credit as provided in this subsection 3.3C, such Issuing Lender shall be entitled to recover such amount on demand from such Revolving Lender together with interest thereon at the Overnight Rate rate customarily used by such Issuing Lender for the correction of errors among banks for three Business Days and thereafter at the Base Rate, plus any administrative, processing or similar fees customarily charged by Issuing Lender in connection with the foregoing. Nothing in this subsection 3.3C shall be deemed to prejudice the right of Administrative Agent to recover, for the benefit of Revolving Lenders, from any Issuing Lender any amounts made available to such Issuing Lender pursuant to this subsection 3.3C in the event that it is determined by the final judgment of a court of competent jurisdiction that the payment with respect to a Revolving Letter of Credit by such Issuing Lender in respect of which payments were made by Revolving Lenders constituted gross negligence or willful misconduct on the part of such Issuing Lender.

Payment by Revolving Lenders. In the event that Company If Borrower shall fail for any reason to reimburse any Issuing Lender Bank (or Administrative Agent) as provided in subsection 3.3B in an amount equal to the amount of any payment drawing honored by such Issuing Lender Bank under a Letter of Credit issued by it, Issuing Lender shall promptly notify Administrative Agent, who Agent shall promptly notify each Revolving Lender of the unreimbursed amount of such honored drawing and of such Revolving Lender’s respective participation therein based on such Revolving Lender’s Pro Rata ShareShare of the Revolving Loan Commitment by telefacsimile or by telephone promptly confirmed by telefacsimile. Each Revolving Lender (other than Issuing Lender) shall make available (and to Administrative Agent may apply Cash Collateral provided for this purpose) the account of such Issuing Bank an amount equal to its respective participation, in Dollars (based on the Dollar Equivalent amount with respect to any Letter of Credit denominated and in an Alternative Currency), in Same Day Fundssame day funds, at the Funding and Payment OfficeAdministrative Agent’s office, not later than 12:00 Noon 2:00 P.M. (New York City time) on the first Business Day after the date notified by Administrative Agent, and Administrative Agent shall make available to Issuing Lender, in Same Day Funds, at the office of Issuing Lender on such Business Day the aggregate amount of the payments so received by Administrative Agent. In the event that If any Revolving Lender fails to make available to Administrative Agent for the account of such Issuing Bank on such Business Day the amount of such Revolving Lender’s participation in such Letter of Credit as provided in this subsection 3.3C, Administrative Agent and/or such Issuing Lender Bank shall be entitled to recover such amount on demand from such Revolving Lender together with interest thereon at the Overnight Rate rate customarily used by such Issuing Bank for the correction of errors among banks for three Business Days and thereafter at the Base Rate, plus any administrative, processing or similar fees customarily charged by Issuing Lender in connection with the foregoing. Nothing in this subsection 3.3C shall be deemed to prejudice the right of Administrative Agent any Revolving Lender to recover, for the benefit of Revolving Lenders, recover from any Issuing Lender Bank any amounts made available by such Revolving Lender to such Issuing Lender Bank pursuant to this subsection 3.3C in the event that if it is determined by the final judgment of a court of competent jurisdiction that the payment with respect to a Letter of Credit by such Issuing Lender Bank in respect of which payments were payment was made by such Revolving Lenders Lender constituted gross negligence or willful misconduct on the part of such Issuing LenderBank.

Payment by Revolving Lenders. In the event that Company shall fail for any reason to reimburse any Issuing Lender as provided in subsection 3.3B in an amount equal to the amount of any payment by such Issuing Lender under a Letter of Credit issued by it, such Issuing Lender shall promptly notify Administrative Agent, who shall promptly notify each Revolving Lender of the unreimbursed amount of such honored drawing and of such Revolving Lender’s respective participation therein based on such Revolving Lender’s Pro Rata Share. Each Revolving Lender (other than such Issuing Lender) shall make available (and to Administrative Agent may apply Cash Collateral provided for this purpose) an amount equal to its respective participation, in Dollars (based on the Dollar Equivalent amount with respect to any Letter of Credit denominated in an Alternative Currency)Dollars, in Same Day Fundssame day funds, at the Funding and Payment Office, not later than 12:00 Noon 1:00 P.M. (New York City time) on the first Business Day after the date notified by Administrative Agent, and Administrative Agent shall make available to such Issuing LenderLender in Dollars, in Same Day Fundssame day funds, at the office of such Issuing Lender on such Business Day the aggregate amount of the payments so received by Administrative Agent. In the event that any Revolving Lender fails to make available to Administrative Agent on such Business Day the amount of such Revolving Lender’s participation in such Letter of Credit as provided in this subsection 3.3C, such Issuing Lender shall be entitled to recover such amount on demand from such Revolving Lender together with interest thereon at the Overnight Rate rate customarily used by such Issuing Lender for the correction of errors among banks for three Business Days and thereafter at the Base Rate, plus any administrative, processing or similar fees customarily charged by Issuing Lender in connection with the foregoing. Nothing in this subsection 3.3C shall be deemed to prejudice the right of Administrative Agent to recover, for the benefit of Revolving Lenders, from any Issuing Lender any amounts made available to such Issuing Lender pursuant to this subsection 3.3C in the event that it is determined by the final judgment of a court of competent jurisdiction that the payment with respect to a Letter of Credit by such Issuing Lender in respect of which payments were made by Revolving Lenders constituted gross negligence negligence, bad faith or willful misconduct on the part of such Issuing Lender.

Payment by Revolving Lenders. In the event that Company shall fail for ----------------------------- any reason to reimburse any Issuing Lender as provided in subsection 3.3B in an amount equal to the amount of any payment drawing honored by such Issuing Lender under a Letter of Credit issued by it, such Issuing Lender shall promptly notify Administrative Agent, who shall promptly notify each other Revolving Lender of the unreimbursed amount of such honored drawing and of such other Revolving Lender’s 's respective participation therein based on such Revolving Lender’s 's Pro Rata Share. Each Revolving Lender (other than Issuing Lender) shall make available (and Administrative Agent may apply Cash Collateral provided for this purpose) to such Issuing Lender an amount equal to its respective participation, in Dollars (based on the Dollar Equivalent amount with respect to any Letter of Credit denominated and in an Alternative Currency), in Same Day Fundssame day funds, at the Funding and Payment Officeoffice of such Issuing Lender specified in such notice, not later than 12:00 Noon (New York City time) on the first Business Day business day (under the laws of the jurisdiction in which such office of such Issuing Lender is located) after the date notified by Administrative Agent, and Administrative Agent shall make available to such Issuing Lender, in Same Day Funds, at the office of Issuing Lender on such Business Day the aggregate amount of the payments so received by Administrative Agent. In the event that any Revolving Lender fails to make available to Administrative Agent such Issuing Lender on such Business Day business day the amount of such Revolving Lender’s 's participation in such Letter of Credit as provided in this subsection 3.3C, such Issuing Lender shall be entitled to recover such amount on demand from such Revolving Lender together with interest thereon at the Overnight Rate rate customarily used by such Issuing Lender for the correction of errors among banks for three Business Days and thereafter at the Base Rate, plus any administrative, processing or similar fees customarily charged by Issuing Lender in connection with the foregoing. Nothing in this subsection 3.3C shall be deemed to prejudice the right of Administrative Agent any Revolving Lender to recover, for the benefit of Revolving Lenders, recover from any Issuing Lender any amounts made available by such Revolving Lender to such Issuing Lender pursuant to this subsection 3.3C in the event that it is determined by the final judgment of a court of competent jurisdiction that the payment with respect to a Letter of Credit by such Issuing Lender in respect of which payments were payment was made by such Revolving Lenders Lender constituted gross negligence or willful misconduct on the part of such Issuing Lender.. (ii)

Payment by Revolving Lenders. In the event that Company Borrower shall fail for any reason to reimburse any Issuing Lender as provided in subsection 3.3B in an amount (calculated in the case of a drawing under a Letter of Credit denominated in a currency other than U.S. Dollars, by reference to the applicable Exchange Rate) equal to the amount of any payment by such Issuing Lender under a Letter of Credit issued by it, such Issuing Lender shall promptly notify Administrative Agent, who shall promptly notify each Revolving other Lender of the unreimbursed amount of such honored drawing and of such other Revolving Lender’s respective participation therein based on such Revolving Lender’s Pro Rata Share. Each Revolving Lender (other than Issuing Lender) shall make available (and Administrative Agent may apply Cash Collateral provided for this purpose) to such Issuing Lender an amount equal to its respective participation, in U.S. Dollars (based on the Dollar Equivalent amount with respect to any Letter of Credit denominated and in an Alternative Currency), in Same Day Fundssame day funds, at the Funding and Payment Officeoffice of such Issuing Lender specified in such notice, not later than 12:00 Noon (New York City time) on the first Business Day business day (under the laws of the jurisdiction in which such office of such Issuing Lender is located) after the date notified by Administrative Agent, and Administrative Agent shall make available to such Issuing Lender, in Same Day Funds, at the office of Issuing Lender on such Business Day the aggregate amount of the payments so received by Administrative Agent. In the event that any Revolving Lender fails to make available to Administrative Agent such Issuing Lender on such Business Day business day the amount of such Revolving Lender’s participation in such Letter of Credit as provided in this subsection 3.3C, such Issuing Lender shall be entitled to recover such amount on demand from such Revolving Lender together with interest thereon at the Overnight Rate rate customarily used by such Issuing Lender for the correction of errors among banks for three Business Days and thereafter at the Base Rate, plus any administrative, processing or similar fees customarily charged by Issuing Lender in connection with the foregoing. Nothing in this subsection 3.3C shall be deemed to prejudice the right of Administrative Agent any Lender to recover, for the benefit of Revolving Lenders, recover from any Issuing Lender any amounts made available by such Lender to such Issuing Lender pursuant to this subsection 3.3C in the event that it is determined by the final judgment of a court of competent jurisdiction that the payment with respect to a Letter of Credit by such Issuing Lender in respect of which payments were payment was made by Revolving Lenders such Lender constituted gross negligence or willful misconduct on the part of such Issuing Lender.. (ii)

Payment by Revolving Lenders. In the event that Company If Borrower shall fail for any ---------------------------- reason to reimburse any Issuing Lender (or Administrative Agent) as provided in subsection 3.3B in an amount equal to the amount of any payment drawing honored by such Issuing Lender under a Letter of Credit issued by it, Issuing Lender shall promptly notify Administrative Agent, who Agent shall promptly notify each other Revolving Lender of the unreimbursed amount of such honored drawing and of such other Revolving Lender’s 's respective participation therein based on such Revolving Lender’s 's Pro Rata ShareShare of the Revolving Loan Commitment by telefacsimile or by telephone promptly confirmed by telefacsimile. Each Revolving Lender (other than Issuing Lender) shall make available (and to Administrative Agent may apply Cash Collateral provided for this purpose) the account of such Issuing Lender an amount equal to its respective participation, in Dollars (based on the Dollar Equivalent amount with respect to any Letter of Credit denominated and in an Alternative Currency), in Same Day Fundssame day funds, at the Funding and Payment OfficeAdministrative Agent's office, not later than 12:00 Noon 2:00 P.M. (New York City time) on the first Business Day after the date notified by Administrative Agent, and Administrative Agent shall make available to Issuing Lender, in Same Day Funds, at the office of Issuing Lender on such Business Day the aggregate amount of the payments so received by Administrative Agent. In the event that If any Revolving Lender fails to make available to Administrative Agent for the account of such Issuing Lender on such Business Day the amount of such Revolving Lender’s 's participation in such Letter of Credit as provided in this subsection 3.3C, Administrative Agent and/or such Issuing Lender shall be entitled to recover such amount on demand from such Revolving Lender together with interest thereon at the Overnight Rate rate customarily used by such Issuing Lender for the correction of errors among banks for three Business Days and thereafter at the Base Rate, plus any administrative, processing or similar fees customarily charged by Issuing Lender in connection with the foregoing. Nothing in this subsection 3.3C shall be deemed to prejudice the right of Administrative Agent any Revolving Lender to recover, for the benefit of Revolving Lenders, recover from any Issuing Lender any amounts made available by such Revolving Lender to such Issuing Lender pursuant to this subsection 3.3C in the event that if it is determined by the final judgment of a court of competent jurisdiction that the payment with respect to a Letter of Credit by such Issuing Lender in respect of which payments were payment was made by such Revolving Lenders Lender constituted gross negligence or willful misconduct on the part of such Issuing Lender.

Payment by Revolving Lenders. In the event that Company Borrower shall fail for any reason to reimburse any Revolving Issuing Lender as provided in subsection 3.3B 3.3B(i) in an amount equal to the amount of any payment by such Revolving Issuing Lender under a Revolving Letter of Credit issued by it, such Revolving Issuing Lender shall promptly notify Administrative Agent, Agent who shall promptly will notify each other Revolving Lender of the unreimbursed amount of such honored drawing and of such other Revolving Lender’s 's respective participation therein based on such Revolving Lender’s 's Pro Rata Share. Each Revolving Lender (other than Issuing Lender) shall make available (and to Administrative Agent may apply Cash Collateral provided for this purpose) the benefit of such Revolving Issuing Lender an amount equal to its respective participation, in Dollars (based on the Dollar Equivalent amount with respect to any Letter of Credit denominated and in an Alternative Currency), in Same Day Fundssame day funds, at the Funding and Payment Office, not later than 12:00 Noon (New York City time) on the first Business Day business day after the date notified by Administrative Agent, and Administrative Agent shall make available to Issuing Lender, in Same Day Funds, at the office of Issuing Lender on such Business Day the aggregate amount of the payments so received by Administrative Agent. In the event that any Revolving Lender fails to make available to Administrative Agent for the benefit of such Revolving Issuing Lender on such Business Day business day the amount of such Revolving Lender’s 's participation in such Revolving Letter of Credit as provided in this subsection 3.3C3.3C(i)(a), such Revolving Issuing Lender shall be entitled to recover such amount on demand from such Revolving Lender together with interest thereon at the Overnight Rate rate customarily used by such Revolving Issuing Lender for the correction of errors among banks for three Business Days and thereafter at the Base Rate, plus any administrative, processing or similar fees customarily charged by Issuing Lender in connection with the foregoing. Nothing in this subsection 3.3C 3.3C(i)(a) shall be deemed to prejudice the right of Administrative Agent any Revolving Lender to recover, for the benefit of recover from any Revolving Lenders, from Issuing Lender any amounts made available by such Revolving Lender to such Revolving Issuing Lender pursuant to this subsection 3.3C 3.3C(i)(a) in the event that it is determined by the final judgment of a court of competent jurisdiction that the payment with respect to a Letter of Credit by such Revolving Issuing Lender in respect of which payments were payment was made by such Revolving Lenders Lender constituted gross negligence or willful misconduct on the part of such Revolving Issuing Lender.

Payment by Revolving Lenders. In the event that Company Borrower shall fail for any reason to reimburse Issuing Lender an L/C Issuer as provided in subsection 3.3B in an amount equal to the amount of any payment drawing honored by Issuing Lender such L/C Issuer under a Letter of Credit issued by it, Issuing Lender shall promptly notify Administrative Agent, who such L/C Issuer shall promptly notify each other Revolving Lender of the unreimbursed amount of such honored drawing and of such other Revolving Lender’s respective participation therein based on such Revolving Lender’s Pro Rata Share. Each Revolving Lender (other than Issuing Lender) shall make available (and to the Administrative Agent may apply Cash Collateral provided for this purpose) the account of such L/C Issuer an amount equal to its respective participation, in Dollars (based on the Dollar Equivalent amount with respect to any Letter of Credit denominated and in an Alternative Currency), in Same Day Funds, at the Funding and Payment Officesame day funds, not later than 12:00 Noon (New York City time) on the first Business Day (under the laws of the jurisdiction in which such office of such L/C Issuer is located) after the date notified by Administrative Agent, and Administrative Agent shall make available to Issuing Lender, in Same Day Funds, at the office of Issuing Lender on such Business Day the aggregate amount of the payments so received by Administrative AgentL/C Issuer. In the event that any Revolving Lender fails to make available to the Administrative Agent for the account of such L/C Issuer on such Business Day the amount of such Revolving Lender’s participation in such Letter of Credit as provided in this subsection 3.3C, Issuing Lender such L/C Issuer shall be entitled to recover such amount on demand from such Revolving Lender together with interest thereon at the Overnight Rate rate customarily used by such L/C Issuer for the correction of errors among banks for three (3) Business Days and thereafter at the Base Rate, plus any administrative, processing or similar fees customarily charged by Issuing Lender in connection with the foregoing. Nothing in this subsection 3.3C shall be deemed to prejudice the right of Administrative Agent any Revolving Lender to recover, for the benefit of Revolving Lenders, recover from Issuing Lender such L/C Issuer any amounts made available by such Revolving Lender to Issuing Lender the L/C Issuer pursuant to this subsection 3.3C in the event that it is determined by the final judgment of a court of competent jurisdiction that the payment with respect to a Letter of Credit by Issuing Lender such L/C Issuer in respect of which payments were payment was made by such Revolving Lenders Lender constituted gross negligence or willful misconduct on the part of Issuing Lendersuch L/C Issuer.

Payment by Revolving Lenders. In the event that Company ---------------------------- shall fail for any reason to reimburse any Issuing Lender as provided in subsection 3.3B in an amount (calculated, in the case of a payment under a Letter of Credit denominated in a currency other than Dollars, by reference to the applicable Exchange Rate) equal to the amount of any payment by such Issuing Lender under a Letter of Credit issued by it, such Issuing Lender shall promptly notify Administrative Agent, who shall promptly notify each Revolving other Lender of the unreimbursed amount of such honored drawing and of such other Revolving Lender’s 's respective participation therein based on such Revolving Lender’s 's Pro Rata Share. Each Revolving Lender (other than Issuing Lender) shall make available (and Administrative Agent may apply Cash Collateral provided for this purpose) to such Issuing Lender an amount equal to its respective participation, in Dollars (based on the Dollar Equivalent amount with respect to any Letter of Credit denominated and in an Alternative Currency), in Same Day Fundssame day funds, at the Funding and Payment Officeoffice of such Issuing Lender specified in such notice, not later than 12:00 Noon (New York City time) on the first Business Day business day (under the laws of the jurisdiction in which such office of such Issuing Lender is located) after the date notified by Administrative Agent, and Administrative Agent shall make available to such Issuing Lender, in Same Day Funds, at the office of Issuing Lender on such Business Day the aggregate amount of the payments so received by Administrative Agent. In the event that any Revolving Lender fails to make available to Administrative Agent such Issuing Lender on such Business Day business day the amount of such Revolving Lender’s 's participation in such Letter of Credit as provided in this subsection 3.3C, such Issuing Lender shall be entitled to recover such amount on demand from such Revolving Lender together with interest thereon at the Overnight Rate rate customarily used by such Issuing Lender for the correction of errors among banks for three Business Days and thereafter at the Base Rate, plus any administrative, processing or similar fees customarily charged by Issuing Lender in connection with the foregoing. Nothing in this subsection 3.3C shall be deemed to prejudice the right of Administrative Agent any Lender to recover, for the benefit of Revolving Lenders, recover from any Issuing Lender any amounts made available by such Revolving Lender to such Issuing Lender pursuant to this subsection 3.3C in the event that it is determined by the final judgment of a court of competent jurisdiction that the payment with respect to a Letter of Credit by such Issuing Lender in respect of which payments were payment was made by such Revolving Lenders Lender constituted gross negligence or willful misconduct on the part of such Issuing Lender.

Payment by Revolving Lenders. In the event that Company shall fail for any reason to reimburse any Issuing Lender as provided in subsection 3.3B in an amount equal to the amount of any payment by such Issuing Lender under a Letter of Credit issued by it, such Issuing Lender shall promptly notify Administrative Agent, who shall promptly notify each Revolving other Lender of the unreimbursed amount of such honored drawing and of such other Revolving Lender’s 's respective participation therein based on such Revolving Lender’s 's Pro Rata Share. Each Revolving Lender (other than Issuing Lender) shall make available (and Administrative Agent may apply Cash Collateral provided for this purpose) to such Issuing Lender an amount equal to its respective participation, in Dollars (based on the Dollar Equivalent amount with respect to any Letter of Credit denominated and in an Alternative Currency), in Same Day Fundssame day funds, at the Funding and Payment Officeoffice of such Issuing Lender specified in such notice, not later than 12:00 Noon (New York City time) on the first Business Day business day (under the laws of the jurisdiction in which such office of such Issuing Lender is located) after the date notified by Administrative Agent, and Administrative Agent shall make available to such Issuing Lender, in Same Day Funds, at the office of Issuing Lender on such Business Day the aggregate amount of the payments so received by Administrative Agent. In the event that any Revolving Lender fails to make available to Administrative Agent such Issuing Lender on such Business Day business day the amount of such Revolving Lender’s 's participation in such Letter of Credit as provided in this subsection 3.3C, such Issuing Lender shall be entitled to recover such amount on demand from such Revolving Lender together with interest thereon at the Overnight Rate rate customarily used by such Issuing Lender for the correction of errors among banks for three Business Days and thereafter at the Base Rate, plus any administrative, processing or similar fees customarily charged by Issuing Lender in connection with the foregoing. Nothing in this subsection 3.3C shall be deemed to prejudice the right of Administrative Agent any Lender to recover, for the benefit of Revolving Lenders, recover from any Issuing Lender any amounts made available by such Revolving Lender to such Issuing Lender pursuant to this subsection 3.3C in the event that it is determined by the final judgment of a court of competent jurisdiction that the payment with respect to a Letter of Credit by such Issuing Lender in respect of which payments were payment was made by such Revolving Lenders Lender constituted gross negligence or willful misconduct on the part of such Issuing Lender.

Payment by Revolving Lenders. In the event that Company Borrowers shall ---------------------------- fail for any reason to reimburse any Issuing Lender as provided in subsection 3.3B in an amount equal to the amount of any payment by such Issuing Lender under a Letter of Credit issued by it, such Issuing Lender shall promptly notify Administrative Agent, who shall promptly notify each Revolving other Lender of the unreimbursed amount of such honored drawing and of such other Revolving Lender’s 's respective participation therein based on such Revolving Lender’s 's Pro Rata Share. Each Revolving Lender (other than Issuing Lender) shall make available (and Administrative Agent may apply Cash Collateral provided for this purpose) to such Issuing Lender an amount equal to its respective participation, in Dollars (based on the Dollar Equivalent amount with respect to any Letter of Credit denominated and in an Alternative Currency), in Same Day Fundssame day funds, at the Funding and Payment Officeoffice of such Issuing Lender specified in such notice, not later than 12:00 Noon (New York City time) on the first Business Day business day (under the laws of the jurisdiction in which such office of such Issuing Lender is located) after the date notified by Administrative Agent, and Administrative Agent shall make available to such Issuing Lender, in Same Day Funds, at the office of Issuing Lender on such Business Day the aggregate amount of the payments so received by Administrative Agent. In the event that any Revolving Lender fails to make available to Administrative Agent such Issuing Lender on such Business Day business day the amount of such Revolving Lender’s 's participation in such Letter of Credit as provided in this subsection 3.3C, such Issuing Lender shall be entitled to recover such amount on demand from such Revolving Lender together with interest thereon at the Overnight Rate rate customarily used by such Issuing Lender for the correction of errors among banks for three Business Days and thereafter at the Base Rate, plus any administrative, processing or similar fees customarily charged by Issuing Lender in connection with the foregoing. Nothing in this subsection 3.3C shall be deemed to prejudice the right of Administrative Agent any Lender to recover, for the benefit of Revolving Lenders, recover from any Issuing Lender any amounts made available by such Revolving Lender to such Issuing Lender pursuant to this subsection 3.3C in the event that it is determined by the final judgment of a court of competent jurisdiction that the payment with respect to a Letter of Credit by such Issuing Lender in respect of which payments were payment was made by such Revolving Lenders Lender constituted gross negligence or willful misconduct on the part of such Issuing Lender.

Payment by Revolving Lenders. In the event that Company shall fail for any reason to reimburse any Issuing Lender as provided in subsection 3.3B in an amount equal to the amount of any payment drawing honored by such Issuing Lender under a Letter of Credit issued by it, such Issuing Lender shall promptly notify Administrative Agent, who shall promptly notify each other Revolving Lender of the unreimbursed amount of such honored drawing and of such other Revolving Lender’s 's respective participation therein based on such Revolving Lender’s 's 83 Pro Rata Share. Each Revolving Lender (other than Issuing Lender) shall make available (and Administrative Agent may apply Cash Collateral provided for this purpose) to such Issuing Lender an amount equal to its respective participation, in Dollars (based on the Dollar Equivalent amount with respect to any Letter of Credit denominated and in an Alternative Currency), in Same Day Fundssame day funds, at the Funding and Payment Officeoffice of such Issuing Lender specified in such notice, not later than 12:00 Noon 1:00 P.M. (New York City time) on the first Business Day business day (under the laws of the jurisdiction in which such office of such Issuing Lender is located) after the date notified by Administrative Agent, and Administrative Agent shall make available to such Issuing Lender, in Same Day Funds, at the office of Issuing Lender on such Business Day the aggregate amount of the payments so received by Administrative Agent. In the event that any Revolving Lender fails to make available to Administrative Agent such Issuing Lender on such Business Day business day the amount of such Revolving Lender’s 's participation in such Letter of Credit as provided in this subsection 3.3C, such Issuing Lender shall be entitled to recover such amount on demand from such Revolving Lender together with interest thereon at the Overnight Rate rate customarily used by such Issuing Lender for the correction of errors among banks for three Business Days and thereafter at the Base Rate, plus any administrative, processing or similar fees customarily charged by Issuing Lender in connection with the foregoing. Nothing in this subsection 3.3C shall be deemed to prejudice the right of Administrative Agent any Revolving Lender to recover, for the benefit of Revolving Lenders, recover from any Issuing Lender any amounts made available by such Revolving Lender to such Issuing Lender pursuant to this subsection 3.3C in the event that it is determined by the final judgment of a court of competent jurisdiction that the payment with respect to a Letter of Credit by such Issuing Lender in respect of which payments were payment was made by such Revolving Lenders Lender constituted gross negligence or willful misconduct on the part of such Issuing Lender.

Payment by Revolving Lenders. In the event that Company Borrower shall fail for any reason to reimburse Issuing Lender as provided in subsection 3.3B in an amount equal to the amount of any payment by such Issuing Lender under a Letter of Credit issued by it, such Issuing Lender shall promptly notify Administrative Agent, who shall promptly notify each Revolving Lender of the unreimbursed amount of such honored drawing and of such Revolving Lender’s respective participation therein based on such Revolving Lender’s Pro Rata Share. Each Revolving Lender (other than such Issuing Lender) shall make available (and to Administrative Agent may apply Cash Collateral provided for this purpose) an amount equal to its respective participation, in Dollars (based on the Dollar Equivalent amount with respect to any Letter of Credit denominated in an Alternative Currency)Dollars, in Same Day Fundssame day funds, at the Funding and Payment Office, not later than 12:00 Noon 1:00 P.M. (New York City Los Angeles time) on the first Business Day after the date notified by Administrative Agent, and Administrative Agent shall make available to such Issuing LenderLender in Dollars, in Same Day Fundssame day funds, at the office of such Issuing Lender on such Business Day the aggregate amount of the payments so received by Administrative Agent. In the event that any Revolving Lender fails to make available to Administrative Agent on such Business Day the amount of such Revolving Lender’s participation in such Letter of Credit as provided in this subsection 3.3C, such Issuing Lender shall be entitled to recover such amount on demand from such Revolving Lender together with interest thereon at the Overnight Rate rate customarily used by such Issuing Lender for the correction of errors among banks for three Business Days and thereafter at the Base Rate, plus any administrative, processing or similar fees customarily charged by Issuing Lender in connection with the foregoing. Nothing in this subsection 3.3C shall be deemed to prejudice the right of Administrative Agent to recover, for the benefit of Revolving Lenders, from Issuing Lender any amounts made available to such Issuing Lender pursuant to this subsection 3.3C in the event that it is determined by the final judgment of a court of competent jurisdiction that the payment with respect to a Letter of Credit by such Issuing Lender in respect of which payments were made by Revolving Lenders constituted gross negligence or willful misconduct on the part of such Issuing Lender.

Payment by Revolving Lenders. In the event that Company the Domestic Borrower or the Sterling Borrower shall fail for any reason to reimburse the Domestic Issuing Lender Bank or UK Issuing Bank, as applicable, as provided in subsection 3.3B in Section 2.06 by borrowing Domestic Revolving Loans or Sterling Revolving Loans, as applicable, or otherwise providing an amount equal to the amount of any payment drawing honored by such Issuing Lender under a Letter of Credit issued by itBank, such Issuing Lender Bank shall promptly notify the Administrative Agent, Agent who shall promptly notify each respective Domestic or Sterling Revolving Lender of the unreimbursed amount of such honored drawing and of such Revolving Lender’s respective participation therein based on such Revolving Lender’s 's Pro Rata ShareRate Share thereof. Each respective Domestic or Sterling Revolving Lender (other than Issuing Lender) shall make available (and to the Administrative Agent may apply Cash Collateral provided for this purpose) an amount equal to its respective participation, in US Dollars (based on in the Dollar Equivalent amount with respect to any Letter case of Credit denominated Domestic L/Cs, and in an Alternative Currency)Sterling in the case of Sterling L/Cs, and in Same Day Fundsimmediately available funds, at the Funding and Payment Office, Office of the Administrative Agent not later than 12:00 Noon 1:00 p.m. (New York City Atlanta, Georgia time) in the case of participations in Domestic L/Cs on the first Business Day after the date notified by the Administrative Agent, and, in the case of participations in Sterling L/C's, not later than three (3) Business Days after the date notified by the Administrative Agent, and the Administrative Agent shall promptly make such amounts available to the applicable Issuing Lender, in Same Day Funds, at the office of Issuing Lender on such Business Day the aggregate amount of the payments so received by Administrative AgentBank. In the event that any such Domestic or Sterling Revolving Lender fails to make available to the Administrative Agent on such Business Day the amount of such Domestic or Sterling Revolving Lender’s 's respective participation in such Letter of Credit as provided in this subsection 3.3CL/C, such Issuing Lender Bank shall be entitled to recover such amount on demand from such Domestic or Sterling Revolving Lender together with interest thereon at the Overnight Federal Funds Rate for three the first two Business Days after demand and thereafter at the Base Rate, plus any administrative, processing or similar fees customarily charged by . Each Issuing Lender in connection with Bank shall distribute to the foregoing. Nothing in this subsection 3.3C shall be deemed to prejudice the right of Administrative Agent all payments received by such Issuing Bank from the Domestic Borrower and Sterling Borrower in reimbursement of drawings honored by such Issuing Bank under such L/C when such payments are received. The Administrative Agent shall promptly distribute to recover, for each respective Domestic or Sterling Revolving Lender (other than the benefit of Revolving Lenders, from Issuing Lender any Banks) that has paid all amounts made available to Issuing Lender pursuant to payable under this subsection 3.3C in the event that it is determined by the final judgment of a court of competent jurisdiction that the payment Section with respect to a Letter any L/C, such Revolving Lender's applicable Pro Rata Share of Credit by Issuing Lender in respect of which payments were made by Revolving Lenders constituted gross negligence or willful misconduct on the part of Issuing Lendersuch payments.

Payment by Revolving Lenders. In the event that Company Borrower shall fail for any reason to reimburse an Issuing Lender as provided in subsection 3.3B in an amount equal to the amount of any payment drawing honored by such Issuing Lender under a Letter of Credit issued by it, such Issuing Lender shall promptly notify Administrative Agent, who shall promptly notify each other Revolving Lender of the unreimbursed amount of such honored drawing and of such other Revolving Lender’s 's respective participation therein based on such Revolving Lender’s 's Pro Rata Share. Each Revolving Lender (other than Issuing Lender) shall make available (and Administrative Agent may apply Cash Collateral provided for this purpose) to the Issuing Lender an amount equal to its respective participation, in Dollars (based on the Dollar Equivalent amount with respect to any Letter of Credit denominated and in an Alternative Currency), in Same Day Fundssame day funds, at the Funding and Payment Officeoffice of such Issuing Lender specified in such notice, not later than 12:00 Noon (New York, New York City time) on the first Business Day (under the laws of the jurisdiction in which such office of such Issuing Lender is located) after the date notified by Administrative Agent, and Administrative Agent shall make available to the Issuing Lender, in Same Day Funds, at the office of Issuing Lender on such Business Day the aggregate amount of the payments so received by Administrative Agent. In the event that any Revolving Lender fails to make available to Administrative Agent the Issuing Lender on such Business Day the amount of such Revolving Lender’s 's participation in such Letter of Credit as provided in this subsection 3.3C, such Issuing Lender shall be entitled to recover such amount on demand from such Revolving Lender together with interest thereon at the Overnight Rate rate customarily used by such Issuing Lender for the correction of errors among banks for three (3) Business Days and thereafter at the Base Rate, plus any administrative, processing or similar fees customarily charged by Issuing Lender in connection with the foregoing. Nothing in this subsection 3.3C shall be deemed to prejudice the right of Administrative Agent any Revolving Lender to recover, for the benefit of Revolving Lenders, recover from an Issuing Lender any amounts made available by such Revolving Lender to such Issuing Lender pursuant to this subsection 3.3C in the event that it is determined by the final judgment of a court of competent jurisdiction that the payment with respect to a Letter of Credit by such Issuing Lender in respect of which payments were payment was made by such Revolving Lenders Lender constituted gross negligence or willful misconduct on the part of the Issuing Lender.

Payment by Revolving Lenders. In the event that Company the Domestic Borrower or the Sterling Borrower shall fail for any reason to reimburse the Domestic Issuing Lender Bank or UK Issuing Bank, as applicable, as provided in subsection 3.3B in Section 2.06 by borrowing Revolving Loans, or otherwise providing an amount equal to the amount of any payment drawing honored by such Issuing Lender under a Letter of Credit issued by itBank, such Issuing Lender Bank shall promptly notify the Administrative Agent, Agent who shall promptly notify each Revolving Lender of the unreimbursed amount of such honored drawing and of such Revolving Lender’s respective participation therein based on such Revolving Lender’s 's Pro Rata ShareRate share thereof. Each Revolving Lender (other than Issuing Lender) shall make available (and to the Administrative Agent may apply Cash Collateral provided for this purpose) an amount equal to its respective participation, in US Dollars (based on in the Dollar Equivalent amount with respect to any Letter case of Credit denominated Domestic L/Cs, and in an Alternative Currency), Sterling in Same Day Fundsthe case of Sterling L/Cs and in immediately available funds, at the Funding and Payment Office, Office of the Administrative Agent not later than 12:00 Noon 1:00 p.m. (New York City Atlanta, Georgia time) in the case of participations in Domestic L/Cs and not later than 1:00 p.m. (London, England time) in the case of participations in Sterling L/Cs, on the first Business Day after the date notified by the Administrative Agent, and the Administrative Agent shall promptly make such amounts available to the applicable Issuing Lender, in Same Day Funds, at the office of Issuing Lender on such Business Day the aggregate amount of the payments so received by Administrative AgentBank. In the event that any such Revolving Lender fails to make available to the Administrative Agent on such Business Day the amount of such Revolving Lender’s 's participation in such Letter of Credit as provided in this subsection 3.3CL/C, such Issuing Lender Bank shall be entitled to recover such amount on demand from such Revolving Lender together with interest thereon at the Overnight Federal Funds Rate for three the first two Business Days after demand and thereafter at the Base Rate, plus any administrative, processing or similar fees customarily charged by . Each Issuing Lender in connection with Bank shall distribute to the foregoing. Nothing in this subsection 3.3C shall be deemed to prejudice the right of Administrative Agent all payments received by such Issuing Bank from the Domestic Borrower and Sterling Borrower in reimbursement of drawings honored by such Issuing Bank under such L/C when such payments are received. The Administrative Agent shall promptly distribute to recover, for each Revolving Lender (other than the benefit of Revolving Lenders, from Issuing Lender any Banks) that has paid all amounts made available to Issuing Lender pursuant to payable under this subsection 3.3C in the event that it is determined by the final judgment of a court of competent jurisdiction that the payment Section with respect to a Letter any L/C, such Revolving Lender's Pro Rata Share of Credit by Issuing Lender in respect of which payments were made by Revolving Lenders constituted gross negligence or willful misconduct on the part of Issuing Lendersuch payments.

Payment by Revolving Lenders. In the event that Company shall fail for any reason to reimburse any Issuing Lender as provided in subsection 3.3B in an amount (calculated, in the case of a drawing under a Letter of Credit denominated in a currency other than Dollars, by reference to the applicable Exchange Rate) equal to the amount of any payment drawing honored by such Issuing Lender under a Letter of Credit issued by it, such Issuing Lender shall promptly notify Administrative Agent, who shall promptly notify each other Revolving Lender of the unreimbursed amount of such honored drawing and of such other Revolving Lender’s 's respective participation therein based on such Revolving Lender’s 's Pro Rata Share. Each Revolving Lender (other than Issuing Lender) shall make available (and Administrative Agent may apply Cash Collateral provided for this purpose) to such Issuing Lender an amount equal to its respective participation, in Dollars (based on the Dollar Equivalent amount with respect to any Letter of Credit denominated and in an Alternative Currency), in Same Day Fundssame day funds, at the Funding and Payment Officeoffice of such Issuing Lender specified in such notice, not later than 12:00 Noon (New York City time) on the first Business Day business day (under the laws of the jurisdiction in which such office of such Issuing Lender is located) after the date notified by Administrative Agent, and Administrative Agent shall make available to such Issuing Lender, in Same Day Funds, at the office of Issuing Lender on such Business Day the aggregate amount of the payments so received by Administrative Agent. In the event that any Revolving Lender fails to make available to Administrative Agent such Issuing Lender on such Business Day business day the amount of such Revolving Lender’s 's participation in such Letter of Credit as provided in this subsection 3.3C, such Issuing Lender shall be entitled to recover such amount on demand from such Revolving Lender together with interest thereon at the Overnight Federal Funds Effective Rate for three Business Days and thereafter at the Base Rate, plus any administrative, processing or similar fees customarily charged by Issuing Rate and such defaulting Revolving Lender in connection with shall not be entitled to receive its ratable share of amounts recovered pursuant to subsection 10.5 to the foregoingextent of such defaulted amount. Nothing in this subsection 3.3C shall be deemed to prejudice the right of Administrative Agent any Revolving Lender to recover, for the benefit of Revolving Lenders, recover from any Issuing Lender any amounts made available by such Revolving Lender to such Issuing Lender pursuant to this subsection 3.3C in the event that it is determined by the final judgment of a court of competent jurisdiction that the payment with respect to a Letter of Credit by such Issuing Lender in respect of which payments were payment was made by such Revolving Lenders Lender constituted gross negligence or willful misconduct on the part of such Issuing Lender.

Payment by Revolving Lenders. In the event that Company shall fail for any reason to reimburse any Issuing Lender as provided in subsection 3.3B in an amount equal to the amount of any payment drawing honored by such Issuing Lender under a Letter of Credit issued by it, such Issuing Lender shall promptly notify Administrative Agent, who shall promptly notify each other Revolving Lender of the unreimbursed amount of such honored drawing and of such other Revolving Lender’s 's respective participation therein based on such Revolving Lender’s 's Pro Rata Share. Each Revolving Lender (other than Issuing Lender) shall make available (and Administrative Agent may apply Cash Collateral provided for this purpose) to such Issuing Lender an amount equal to its respective participation, in Dollars (based on the Dollar Equivalent amount with respect to any Letter of Credit denominated and in an Alternative Currency), in Same Day Fundssame day funds, at the Funding and Payment Officeoffice of such Issuing Lender specified in such notice, not later than 12:00 Noon 1:00 P.M. (New York City time) on the first Business Day business day (under the laws of the jurisdiction in which such office of such Issuing Lender is located) after the date notified by Administrative Agent, and Administrative Agent shall make available to such Issuing Lender, in Same Day Funds, at the office of Issuing Lender on such Business Day the aggregate amount of the payments so received by Administrative Agent. In the event that any Revolving Lender fails to make available to Administrative Agent such Issuing Lender on such Business Day business day the amount of such Revolving Lender’s 's participation in such Letter of Credit as provided in this subsection 3.3C, such Issuing Lender shall be entitled to recover such amount on demand from such Revolving Lender together with interest thereon at the Overnight Rate rate customarily used by such Issuing Lender for the correction of errors among banks for three Business Days and thereafter at the Base Rate, plus any administrative, processing or similar fees customarily charged by Issuing Lender in connection with the foregoing. Nothing in this subsection 3.3C shall be deemed to prejudice the right of Administrative Agent any Revolving Lender to recover, for the benefit of Revolving Lenders, recover from any Issuing Lender any amounts made available by such Revolving Lender to such Issuing Lender pursuant to this subsection 3.3C in the event that it is determined by the final judgment of a court of competent jurisdiction that the payment with respect to a Letter of Credit by Issuing Lender in respect of which payments were made by Revolving Lenders constituted gross negligence or willful misconduct on the part of Issuing Lender.of

Payment by Revolving Lenders. In the event that Company shall fail for any reason to reimburse any Issuing Lender as provided in subsection 3.3B in an amount equal to the amount of any payment by such Issuing Lender under a Letter of Credit issued by it, such Issuing Lender shall promptly notify Administrative Agent, who shall promptly notify each Revolving other Lender of the unreimbursed amount of such honored drawing and of such other Revolving Lender’s 's respective participation therein based on such Revolving Lender’s 's Pro Rata Share. Each Revolving Lender (other than Issuing Lender) shall make available (and Administrative Agent may apply Cash Collateral provided for this purpose) to such Issuing Lender an amount equal to its respective participation, in Dollars (based on the Dollar Equivalent amount with respect to any Letter of Credit denominated and in an Alternative Currency), in Same Day Fundssame day funds, at the Funding and Payment Officeoffice of such Issuing Lender specified in such notice, not later than 12:00 Noon (New York City time) on the first Business Day business day (under the laws of the jurisdiction in which such office of such Issuing Lender is located) after the date notified by Administrative Agent, and Administrative Agent shall make available to such Issuing Lender, in Same Day Funds, at the office of Issuing Lender on such Business Day the aggregate amount of the payments so received by Administrative Agent. In the event that any Revolving Lender fails to make available to Administrative Agent such Issuing Lender on such Business Day business day the amount of such Revolving Lender’s 's participation in such Letter of Credit as provided in this subsection 3.3C, such Issuing Lender shall be entitled to recover such amount on demand from such Revolving Lender together with interest thereon at the Overnight Rate rate customarily used by such Issuing Lender for the correction of errors among banks for three Business Days and thereafter at the Base Rate, plus any administrative, processing or similar fees customarily charged by Issuing Lender in connection with the foregoing. Nothing in this subsection 3.3C 59 60 shall be deemed to prejudice the right of Administrative Agent any Lender to recover, for the benefit of Revolving Lenders, recover from any Issuing Lender any amounts made available by such Revolving Lender to such Issuing Lender pursuant to this subsection 3.3C in the event that it is determined by the final judgment of a court of competent jurisdiction that the payment with respect to a Letter of Credit by such Issuing Lender in respect of which payments were payment was made by such Revolving Lenders Lender constituted gross negligence or willful misconduct on the part of such Issuing Lender.

Payment by Revolving Lenders. In the event that Company the Borrowers shall fail for any reason to reimburse any Issuing Lender as provided in subsection 3.3B in an amount equal to the amount of any payment drawing honored by such Issuing Lender under a Letter of Credit issued by it, such Issuing Lender shall promptly notify the Administrative Agent, who Agent which shall promptly notify each other Revolving Lender of the unreimbursed amount of such honored drawing and of such other Revolving Lender’s 's respective participation therein based on such Revolving Lender’s 's Pro Rata Share. Each Revolving Lender (other than Issuing Lender) shall make available (and to the Administrative Agent may apply Cash Collateral provided for this purpose) the benefit of such Issuing Lender which the Administrative Agent shall make available to such Issuing Lender an amount equal to its respective participation, in Dollars (based on the Dollar Equivalent amount with respect to any Letter of Credit denominated and in an Alternative Currency), in Same Day Fundssame day funds, at the Funding and Payment Officeoffice of such Issuing Lender specified in such notice, not later than 12:00 Noon (New York City time) on the first Business Day business day (under the laws of the jurisdiction in which such office of such Issuing Lender is located) after the date notified by Administrative Agent, and Administrative Agent shall make available to such Issuing Lender, in Same Day Funds, at the office of Issuing Lender on such Business Day the aggregate amount of the payments so received by Administrative Agent. In the event that any Revolving Lender fails to make available to the Administrative Agent for the benefit of such Issuing Lender on such Business Day business day the amount of such Revolving Lender’s 's participation in such Letter of Credit as provided in this subsection 3.3C, such Issuing Lender shall be entitled to recover through the Administrative Agent such amount on demand from such Revolving Lender together with interest thereon at the Overnight Rate rate customarily used by such Issuing Lender for the correction of errors among banks for three Business Days and thereafter at the Alternate Base Rate, plus any administrative, processing or similar fees customarily charged by Issuing Lender in connection with the foregoing. Nothing in this subsection 3.3C shall be deemed to prejudice the right of any 107 Revolving Lender to recover from any Issuing Lender through the Administrative Agent to recover, for the benefit of Revolving Lenders, from Issuing Lender any amounts made available by such Revolving Lender through the Administrative Agent to such Issuing Lender pursuant to this subsection 3.3C in the event that it is determined by the final judgment of a court of competent jurisdiction that the payment with respect to a Letter of Credit by such Issuing Lender in respect of which payments were payment was made by such Revolving Lenders Lender constituted gross negligence or willful misconduct on the part of such Issuing Lender.

Payment by Revolving Lenders. In the event that Company a Borrower shall fail for any reason to reimburse the Issuing Lender as provided in subsection 3.3B in an amount equal to the amount of any payment drawing honored by the Issuing Lender under a Letter of Credit issued by it, the Issuing Lender shall promptly notify Administrative Agent, who shall promptly notify each other Revolving Lender of the unreimbursed amount of such honored drawing and of such other Revolving Lender’s 's respective participation therein based on such Revolving Lender’s 's Pro Rata Share. Each Revolving Lender (other than Issuing Lender) shall make available (and Administrative Agent may apply Cash Collateral provided for this purpose) to the Issuing Lender an amount equal to its respective participation, in Dollars (based on the Dollar Equivalent amount with respect to any Letter of Credit denominated and in an Alternative Currency), in Same Day Fundssame day funds, at the Funding and Payment Officeoffice of the Issuing Lender specified in such notice, not later than 12:00 Noon (New York City San Francisco time) on the first Business Day business day (under the laws of the jurisdiction in which such office of the Issuing Lender is located) after the date notified by Administrative Agent, and Administrative Agent shall make available to the Issuing Lender, in Same Day Funds, at the office of Issuing Lender on such Business Day the aggregate amount of the payments so received by Administrative Agent. In the event that any Revolving Lender fails to make available to Administrative Agent the Issuing Lender on such Business Day business day the amount of such Revolving Lender’s 's participation in such Letter of Credit as provided in this subsection 3.3C, the Issuing Lender shall be entitled to recover such amount on demand from such Revolving Lender together with interest thereon at the Overnight Federal Funds Effective Rate from the Reimbursement Date for three Business Days and thereafter at the Base Rate, plus any administrative, processing or similar fees customarily charged by Issuing Lender in connection with the foregoing. Nothing in this subsection 3.3C shall be deemed to prejudice the right of Administrative Agent any Revolving Lender to recover, for recover from the benefit of Revolving Lenders, from Issuing Lender any amounts made available by such Revolving Lender to the Issuing Lender pursuant to this subsection 3.3C in the event that it is determined by the final judgment of a court of competent jurisdiction that the payment with respect to a Letter of Credit by the Issuing Lender in respect of which payments were payment was made by such Revolving Lenders Lender constituted gross negligence or willful misconduct on the part of the Issuing Lender.

Payment by Revolving Lenders. In the event that Company shall fail for any reason to reimburse Issuing Lender as provided in subsection 3.3B in an amount equal to the amount of any payment by Issuing Lender under a Letter of Credit issued by itLender, Issuing Lender shall promptly notify Administrative Agent, who shall promptly notify each Revolving Lender of the Ruths_Second Amended and Restated Credit Agreement (2) unreimbursed amount of such honored drawing and of such Revolving Lender’s respective participation therein based on such Revolving Lender’s Pro Rata Share. Each Revolving Lender (other than Issuing Lender) shall make available (and to Administrative Agent may apply Cash Collateral provided for this purpose) an amount equal to its respective participation, in Dollars (based on the Dollar Equivalent amount with respect to any Letter of Credit denominated in an Alternative Currency)Dollars, in Same Day Fundssame day funds, at the Funding and Payment Office, not later than 12:00 Noon (New York City San Francisco time) on the first Business Day after the date notified by Administrative Agent, and Administrative Agent shall make available to Issuing LenderLender in Dollars, in Same Day Fundssame day funds, at the office of Issuing Lender on such Business Day the aggregate amount of the payments so received by Administrative Agent. In the event that any Revolving Lender fails to make available to Administrative Agent on such Business Day the amount of such Revolving Lender’s participation in such Letter of Credit as provided in this subsection 3.3C, Issuing Lender shall be entitled to recover such amount on demand from such Revolving Lender together with interest thereon at the Overnight Rate rate customarily used by Issuing Lender for the correction of errors among banks for three Business Days and thereafter at the Base Rate, plus any administrative, processing or similar fees customarily charged by Issuing Lender in connection with the foregoing. Nothing in this subsection 3.3C shall be deemed to prejudice the right of Administrative Agent to recover, for the benefit of Revolving Lenders, from Issuing Lender any amounts made available to Issuing Lender pursuant to this subsection 3.3C in the event that it is determined by the final judgment of a court of competent jurisdiction that the payment with respect to a Letter of Credit by Issuing Lender in respect of which payments were made by Revolving Lenders constituted gross negligence or willful misconduct on the part of Issuing Lender.

Payment by Revolving Lenders. In the event that Company shall fail for any reason to reimburse any Issuing Lender as provided in subsection 3.3B 4.3B in an amount equal to the amount of any payment by such Issuing Lender under a Letter of Credit issued by it, such Issuing Lender shall promptly notify Administrative Agent, who shall promptly notify each Revolving Lender of the unreimbursed amount of such honored (First Amended and Restated Credit Agreement) drawing and of such other Revolving Lender’s respective participation therein based on such Revolving Lender’s Pro Rata Share. Each Revolving Lender (other than such Issuing Lender) shall make available (and to Administrative Agent may apply Cash Collateral provided for this purpose) an amount equal to its respective participation, in Dollars (based on the Dollar Equivalent amount with respect to any Letter of Credit denominated in an Alternative Currency)Cdn. Dollars, in Same Day Fundssame day funds, at the Funding and Payment Office, not later than 12:00 Noon noon (New York City Toronto time) on the first Business Day after the date notified by Administrative Agent, and Administrative Agent shall make available to such Issuing LenderLender in Cdn. Dollars, in Same Day Fundssame day funds, at the office of such Issuing Lender on such Business Day the aggregate amount of the payments so received by Administrative Agent. In the event that any Revolving Lender fails to make available to Administrative Agent on such Business Day the amount of such Revolving Lender’s participation in such Letter of Credit as provided in this subsection 3.3C4.3C, such Issuing Lender shall be entitled to recover such amount on demand from such Revolving Lender together with interest thereon at the Overnight Rate rate customarily used by such Issuing Lender for the correction of errors among banks for three Business Days and thereafter at the Base Prime Rate, plus any administrative, processing or similar fees customarily charged by Issuing Lender in connection with the foregoing. Nothing in this subsection 3.3C 4.3C shall be deemed to prejudice the right of Administrative Agent to recover, for the benefit of Revolving Lenders, from any Issuing Lender any amounts made available to such Issuing Lender pursuant to this subsection 3.3C 4.3C in the event that it is determined by the final judgment of a court of competent jurisdiction that the payment with respect to a Letter of Credit by such Issuing Lender in respect of which payments were made by Revolving Lenders constituted gross negligence or willful misconduct on the part of such Issuing Lender.

Payment by Revolving Lenders. In the event that Company shall fail for any reason to reimburse the Issuing Lender as provided in subsection 3.3B in an amount (calculated, in the case of a payment under a Letter of Credit denominated in a currency other than Dollars, by reference to the applicable Exchange Rate) equal to the amount of any payment by the Issuing Lender under a Letter of Credit issued by it, the Issuing Lender shall promptly notify Administrative Agent, who shall promptly notify each Revolving other Lender of the unreimbursed amount of such honored drawing and of such other Revolving Lender’s 's respective participation therein based on such Revolving Lender’s 's Pro Rata Share. Each Revolving Lender (other than Issuing Lender) shall make available (and Administrative Agent may apply Cash Collateral provided for this purpose) to the Issuing Lender an amount equal to its respective participation, in Dollars (based on the Dollar Equivalent amount with respect to any Letter of Credit denominated and in an Alternative Currency), in Same Day Fundssame day funds, at the Funding and Payment Officeoffice of the Issuing Lender specified in such notice, not later than 12:00 Noon (New York City California time) on the first Business Day business day (under the laws of the jurisdiction in which such office of the Issuing Lender is located) after the date notified by Administrative Agent, and Administrative Agent shall make available to the Issuing Lender, in Same Day Funds, at the office of Issuing Lender on such Business Day the aggregate amount of the payments so received by Administrative Agent. In the event that any Revolving Lender fails to make available to Administrative Agent the Issuing Lender on such Business Day business day the amount of such Revolving Lender’s 's participation in such Letter of Credit as provided in this subsection 3.3C, the Issuing Lender shall be entitled to recover such amount on demand from such Revolving Lender together with interest thereon at the Overnight Rate rate customarily used by the Issuing Lender for the correction of errors among banks for three Business Days and thereafter at the Base Rate, plus any administrative, processing or similar fees customarily charged by Issuing Lender in connection with the foregoing. Nothing in this subsection 3.3C shall be deemed to prejudice the right of Administrative Agent any Lender to recover, for recover from the benefit of Revolving Lenders, from Issuing Lender any amounts made available by such Revolving Lender to the Issuing Lender pursuant to this subsection 3.3C in the event that it is determined by the final judgment of a court of competent jurisdiction that the payment with respect to a Letter of Credit by the Issuing Lender in respect of which payments were payment was made by such Revolving Lenders Lender constituted gross negligence or willful misconduct on the part of the Issuing Lender.

Payment by Revolving Lenders. In the event that Company Borrower shall fail for any reason to reimburse the Issuing Lender as provided in subsection 3.3B in an amount equal to the amount of any payment drawing honored by the Issuing Lender under a Letter of Credit issued by it, the Issuing Lender shall promptly notify Administrative Agent, who shall promptly notify each other Revolving Lender of the unreimbursed amount of such honored drawing and of such other Revolving Lender’s respective participation therein based on such Revolving Lender’s Pro Rata Share. Each Revolving Lender (other than Issuing Lender) shall make available (and Administrative Agent may apply Cash Collateral provided for this purpose) to the Issuing Lender an amount equal to its respective participation, in Dollars (based on the Dollar Equivalent amount with respect to any Letter of Credit denominated and in an Alternative Currency), in Same Day Fundssame day funds, at the Funding and Payment Officeoffice of the Issuing Lender specified in such notice, not later than 12:00 Noon (New York City time) on the first Business Day (under the laws of the jurisdiction in which such office of the Issuing Lender is located) after the date notified by Administrative Agent, and Administrative Agent shall make available to the Issuing Lender, in Same Day Funds, at the office of Issuing Lender on such Business Day the aggregate amount of the payments so received by Administrative Agent. In the event that any Revolving Lender fails to make available to Administrative Agent the Issuing Lender on such Business Day the amount of such Revolving Lender’s participation in such Letter of Credit as provided in this subsection 3.3C, such Issuing Lender shall be entitled to recover such amount on demand from such Revolving Lender together with interest thereon at the Overnight Rate rate customarily used by such Issuing Lender for the correction of errors among banks for three (3) Business Days and thereafter at the Base Rate, plus any administrative, processing or similar fees customarily charged by Issuing Lender in connection with the foregoing. Nothing in this subsection 3.3C shall be deemed to prejudice the right of Administrative Agent any Revolving Lender to recover, for recover from the benefit of Revolving Lenders, from Issuing Lender any amounts made available by such Revolving Lender to the Issuing Lender pursuant to this subsection 3.3C in the event that it is determined by the final judgment of a court of competent jurisdiction that the payment with respect to a Letter of Credit by the Issuing Lender in respect of which payments were payment was made by such Revolving Lenders Lender constituted gross negligence or willful misconduct on the part of the Issuing Lender.

Payment by Revolving Lenders. In the event that Company the Borrower shall fail for any reason to reimburse the Issuing Lender Bank as provided in subsection 3.3B in Section 2.06 by borrowing Revolving Loans, or otherwise providing an amount equal to the amount of any payment drawing honored by the Issuing Lender under a Letter of Credit issued by itBank, the Issuing Lender Bank shall promptly notify Administrative Agent, the Agent who shall promptly notify each Revolving Lender of the unreimbursed amount of such honored drawing and of such Revolving Lender’s 's respective participation therein based on such Revolving Lender’s Pro Rata Sharetherein. Each Revolving Lender (other than Issuing Lender) shall make available (and Administrative to the Agent may apply Cash Collateral provided for this purpose) an amount equal to its respective participation, in U.S. Dollars (based on the Dollar Equivalent amount with respect to any Letter of Credit denominated and in an Alternative Currency), in Same Day Fundsimmediately available funds, at the Funding and Payment Office, Office not later than 12:00 Noon 2:00 p.m. (New York City Atlanta, Georgia time) on the first Business Day after the date notified by Administrative the Agent, and Administrative the Agent shall promptly make such amounts available to the Issuing Lender, in Same Day Funds, at the office of Issuing Lender on such Business Day the aggregate amount of the payments so received by Administrative AgentBank. In the event that any such Revolving Lender fails to make available to Administrative the Agent on such Business Day the amount of such Revolving Lender’s 's participation in such Letter of Credit as provided in this subsection 3.3CCredit, the Issuing Lender Bank shall be entitled to recover such amount on demand from such Revolving Lender together with interest thereon at the Overnight Federal Funds Rate for three the first two Business Days after demand and thereafter at the Base Rate, plus any administrative, processing or similar fees customarily charged by . The Issuing Lender in connection with Bank shall distribute to the foregoing. Nothing in this subsection 3.3C shall be deemed to prejudice the right of Administrative Agent to recover, for the benefit of Revolving Lenders, from Issuing Lender any amounts made available to Issuing Lender pursuant to this subsection 3.3C in the event that it is determined all payments received by the final judgment Issuing Bank from the Borrower in reimbursement of a court drawings honored by the Issuing Bank under such Letter of competent jurisdiction Credit when such payments are received. The Agent shall promptly distribute to each Revolving Lender (other than the Issuing Bank) that the payment has paid all amounts payable under this Section with respect to a any Letter of Credit by Issuing Lender in respect Credit, such Revolving Lender's Pro Rata Share of which payments were made by Revolving Lenders constituted gross negligence or willful misconduct on the part of Issuing Lendersuch payments.

Payment by Revolving Lenders. In the event that Company shall fail for any reason to reimburse any Issuing Lender as provided in subsection 3.3B in an amount (calculated, in the case of a payment under a Letter of Credit denominated in a currency other than Dollars, by reference to the applicable Exchange Rate) equal to the amount of any payment by such Issuing Lender under a Letter of Credit issued by it, such Issuing Lender shall promptly notify Administrative Agent, who shall promptly notify each other Revolving Lender of the unreimbursed amount of such honored drawing and of such other Revolving Lender’s 's respective participation therein based on such Revolving Lender’s 's Pro Rata Share. Each Revolving Lender (other than such Issuing Lender) shall make available (and to Administrative Agent may apply Cash Collateral provided for this purpose) an amount equal to its respective participation, in Dollars (based on the Dollar Equivalent amount with respect to any Letter of Credit denominated and in an Alternative Currency), in Same Day Fundssame day funds, at the Funding and Payment OfficeAccount, not later than 12:00 Noon (New York City time) on the first Business Day after the date notified by Administrative Agent, Agent and Administrative Agent shall make available to such Issuing Lender, Lender in Same Day FundsDollars in same day funds, at the office of such Issuing Lender on such Business Day Day, the aggregate amount of the participation payments so received by Administrative Agent. In the event that any Revolving Lender fails to make available to Administrative Agent on such Business Day the amount of such Revolving Lender’s 's participation in such Letter of Credit as provided in this subsection 3.3C, such Issuing Lender shall be entitled to recover such amount on demand from such Revolving Lender together with interest thereon at the Overnight Rate for three Business Days and thereafter at the Base Federal Funds Effective Rate, plus any administrative, processing or similar fees customarily charged by Issuing Lender in connection with the foregoing. Nothing in this subsection 3.3C shall be deemed to prejudice the right of Administrative Agent to recover, for the benefit of Revolving Lenders, from any Issuing Lender any amounts made available to such Issuing Lender pursuant to this subsection 3.3C in the event that it is determined by the final judgment of a court of competent jurisdiction that the payment with respect to a Letter of Credit by such Issuing Lender in respect of which such participation payments were made by Revolving Lenders constituted gross negligence or willful misconduct on the part of such Issuing Lender.

Payment by Revolving Lenders. In the event that Company Borrower shall fail for any reason to reimburse any Revolving Issuing Lender as provided in subsection 3.3B 3.3B(i) in an amount equal to the amount of any payment by such Revolving Issuing Lender under a Revolving Letter of Credit issued by it, such Revolving Issuing Lender shall promptly notify Administrative Agent, Agent who shall promptly will notify each other Revolving Lender of the unreimbursed amount of such honored drawing and of such other Revolving Lender’s respective participation therein based on such Revolving Lender’s Pro Rata Share. Each Revolving Lender (other than Issuing Lender) shall make available (and to Administrative Agent may apply Cash Collateral provided for this purpose) the benefit of such Revolving Issuing Lender an amount equal to its respective participation, in Dollars (based on the Dollar Equivalent amount with respect to any Letter of Credit denominated and in an Alternative Currency), in Same Day Fundssame day funds, at the Funding and Payment Office, not later than 12:00 Noon (New York City time) on the first Business Day after the date notified by Administrative Agent, and Administrative Agent shall make available to Issuing Lender, in Same Day Funds, at the office of Issuing Lender on such Business Day the aggregate amount of the payments so received by Administrative Agent. In the event that any Revolving Lender fails to make available to Administrative Agent for the benefit of such Revolving Issuing Lender on such Business Day the amount of such Revolving Lender’s participation in such Revolving Letter of Credit as provided in this subsection 3.3C3.3C(i)(a), such Revolving Issuing Lender shall be entitled to recover such amount on demand from such Revolving Lender together with interest thereon at the Overnight Rate rate customarily used by such Revolving Issuing Lender for the correction of errors among banks for three Business Days and thereafter at the Base Rate, plus any administrative, processing or similar fees customarily charged by Issuing Lender in connection with the foregoing. Nothing in this subsection 3.3C 3.3C(i)(a) shall be deemed to prejudice the right of Administrative Agent any Revolving Lender to recover, for the benefit of recover from any Revolving Lenders, from Issuing Lender any amounts made available by such Revolving Lender to such Revolving Issuing Lender pursuant to this subsection 3.3C 3.3C(i)(a) in the event that it is determined by the final judgment of a court of competent jurisdiction that the payment with respect to a Letter of Credit by such Revolving Issuing Lender in respect of which payments were payment was made by such Revolving Lenders Lender constituted gross negligence or willful misconduct on the part of such Revolving Issuing Lender.

Payment by Revolving Lenders. In the event that Company shall fail for any reason to reimburse any Issuing Lender as provided in subsection 3.3B in an amount equal to the amount of any payment drawing honored by such Issuing Lender under a Letter of Credit issued by it, such Issuing Lender shall promptly notify Administrative Agent, who shall promptly notify each other Revolving Lender of the unreimbursed amount of such honored drawing and of such other Revolving Lender’s 's respective participation therein based on such Revolving Lender’s 's Pro Rata Share. Each Revolving Lender (other than Issuing Lender) shall make available (and Administrative Agent may apply Cash Collateral provided for this purpose) to such Issuing Lender an amount equal to its respective participation, in Dollars (based on the Dollar Equivalent amount with respect to any Letter of Credit denominated and in an Alternative Currency), in Same Day Fundssame day funds, at the Funding and Payment Officeoffice of such Issuing Lender specified in such notice, not later than 12:00 Noon 1:00 P.M. (New York City time) on the first Business Day business day (under the laws of the jurisdiction in which such office of such Issuing Lender is located) after the date notified by Administrative Agent, and Administrative Agent shall make available to such Issuing Lender, in Same Day Funds, at the office of Issuing Lender on such Business Day the aggregate amount of the payments so received by Administrative Agent. In the event that any Revolving Lender fails to make available to Administrative Agent such Issuing Lender on such Business Day business day the amount of such Revolving Lender’s 's participation in such Letter of Credit as provided in this subsection 3.3C, such Issuing Lender shall be entitled to recover such amount on demand from such Revolving Lender together with interest thereon at the Overnight Rate rate customarily used by such Issuing Lender for the correction of errors among banks for three Business Days and thereafter at the Base Rate, plus any administrative, processing or similar fees customarily charged by Issuing Lender in connection with the foregoing. Nothing in this subsection 3.3C shall be deemed to prejudice the right of Administrative Agent any Revolving Lender to recover, for the benefit of Revolving Lenders, recover from any Issuing Lender any amounts made available by such Revolving Lender to such Issuing Lender pursuant to this subsection 3.3C in the event that it is determined by the final judgment of a court of competent jurisdiction that the payment with respect to a Letter of Credit by such Issuing Lender in respect of which payments were payment was made by such Revolving Lenders Lender constituted gross negligence or willful misconduct on the part of such Issuing Lender.

Payment by Revolving Lenders. In the event that Company Borrower shall fail for any reason to reimburse any Issuing Lender as provided in subsection 3.3B in an amount equal to the amount of any payment drawing honored by such Issuing Lender under a Letter of Credit issued by it, such Issuing Lender shall promptly notify Administrative Agent, who shall promptly notify each other Revolving Lender of the unreimbursed amount of such honored drawing and of such other Revolving Lender’s respective participation therein based on such Revolving Lender’s Pro Rata Share. Each Revolving Lender (other than Issuing Lender) shall make available (and Administrative Agent may apply Cash Collateral provided for this purpose) to such Issuing Lender an amount equal to its respective participation, in Dollars (based on the Dollar Equivalent amount with respect to any Letter of Credit denominated and in an Alternative Currency), in Same Day Fundssame day funds, at the Funding and Payment Officeoffice of such Issuing Lender specified in such notice, not later than 12:00 Noon (New York City time) on the first Business Day (under the laws of the jurisdiction in which such office of such Issuing Lender is located) after the date notified by Administrative Agent, and Administrative Agent shall make available to such Issuing Lender, in Same Day Funds, at the office of Issuing Lender on such Business Day the aggregate amount of the payments so received by Administrative Agent. In the event that any Revolving Lender fails to make available to Administrative Agent such Issuing Lender on such Business Day the amount of such Revolving Lender’s participation in such Letter of Credit as provided in this subsection 3.3C, such Issuing Lender shall be entitled to recover such amount on demand from such Revolving Lender together with interest thereon at the Overnight Rate rate customarily used by such Issuing Lender for the correction of errors among banks for three Business Days and thereafter at the Base Rate, plus any administrative, processing or similar fees customarily charged by Issuing Lender in connection with the foregoing. Nothing in this subsection 3.3C shall be deemed to prejudice the right of Administrative Agent any Revolving Lender to recover, for the benefit of Revolving Lenders, recover from any Issuing Lender any amounts made available by such Revolving Lender to such Issuing Lender pursuant to this subsection 3.3C in the event that it is determined by the final judgment of a court of competent jurisdiction that the payment with respect resp ect to a Letter of Credit by such Issuing Lender in respect of which payments were payment was made by such Revolving Lenders Lender constituted gross negligence or willful misconduct on the part of such Issuing Lender.

Payment by Revolving Lenders. In the event that Company shall fail for any reason to reimburse Issuing Lender as provided in subsection 3.3B in an amount equal to the amount of any payment by Issuing Lender under a Letter of Credit issued by it, Issuing Lender shall promptly notify Administrative Agent, who shall promptly notify each Revolving Lender of the unreimbursed amount of such honored drawing and of such Revolving Lender’s respective participation therein based on such Revolving Lender’s Pro Rata Share. Each Revolving Lender (other than Issuing Lender) shall make available (and Administrative Agent may apply Cash Collateral provided for this purpose) an amount equal to its respective participation, in Dollars (based on the Dollar Equivalent amount with respect to any Letter of Credit denominated in an Alternative Currency), in Same Day Funds, at the Funding and Payment Office, not later than 12:00 Noon (New York City time) on the first Business Day after the date notified by Administrative Agent, and Administrative Agent shall make available to Issuing Lender, in Same Day Funds, at the office of Issuing Lender on such Business Day the aggregate amount of the payments so received by Administrative Agent. In the event that any Revolving Lender fails to make available to Administrative Agent on such Business Day the amount of such Revolving Lender’s participation in such Letter of Credit as provided in this subsection 3.3C, Issuing Lender shall be entitled to recover such amount on demand from such Revolving Lender together with interest thereon at the Overnight Rate for three Business Days and thereafter at the Base Rate, plus any administrative, processing or similar fees customarily charged by Issuing Lender in connection with the foregoing. Nothing in this subsection 3.3C shall be deemed to prejudice the right of Administrative Agent to recover, for the benefit of Revolving Lenders, from Issuing Lender any amounts made available to Issuing Lender pursuant to this subsection 3.3C in the event that it is determined by the final judgment of a court of competent jurisdiction that the payment with respect to a Letter of Credit by Issuing Lender in respect of which payments were made by Revolving Lenders constituted gross negligence or negligence, willful misconduct or breach in bad faith on the part of Issuing Lender.

Payment by Revolving Lenders. In the event that Company Borrower shall fail for any reason to reimburse any Issuing Lender as provided in subsection 3.3B in an amount equal to the amount of any payment by such Issuing Lender under a Letter of Credit issued by it, such Issuing Lender shall promptly notify Administrative Agent, who shall promptly notify each Revolving Lender of the unreimbursed amount of such honored drawing and of such Revolving Lender’s respective participation therein based on such Revolving Lender’s Pro Rata Share. Each Revolving Lender (other than such Issuing Lender) shall make available (and to Administrative Agent may apply Cash Collateral provided for this purpose) an amount equal to its respective participation, in Dollars (based on the Dollar Equivalent amount with respect to any Letter of Credit denominated in an Alternative Currency)Dollars, in Same Day Fundssame day funds, at the Funding and Payment Office, not later than 12:00 Noon 1:00 P.M. (New York City Los Angeles time) on the first Business Day after the date notified by Administrative Agent, and Administrative Agent shall make available to such Issuing LenderLender in Dollars, in Same Day Fundssame day funds, at the office of such Issuing Lender on such Business Day the aggregate amount of the payments so received by Administrative Agent. In the event that any Revolving Lender fails to make available to Administrative Agent on such Business Day the amount of such Revolving Lender’s participation in such Letter of Credit as provided in this subsection 3.3C, such Issuing Lender shall be entitled to recover such amount on demand from such Revolving Lender together with interest thereon at the Overnight Rate rate customarily used by such Issuing Lender for the correction of errors among banks for three Business Days and thereafter at the Base Rate, plus any administrative, processing or similar fees customarily charged by Issuing Lender in connection with the foregoing. Nothing in this subsection 3.3C shall be deemed to prejudice the right of Administrative Agent to recover, for the benefit of Revolving Lenders, from any Issuing Lender any amounts made available to such Issuing Lender pursuant to this subsection 3.3C in the event that it is determined by the final judgment of a court of competent jurisdiction that the payment with respect to a Letter of Credit by such Issuing Lender in respect of which payments were made by Revolving Lenders constituted gross negligence or willful misconduct on the part of such Issuing Lender.

Payment by Revolving Lenders. In the event that Company shall fail for any reason to reimburse any Issuing Lender as provided in subsection 3.3B in an amount equal to the amount of any payment drawing honored by such Issuing Lender under a Letter of Credit issued by it, such Issuing Lender shall promptly notify Administrative Agent, who shall promptly notify each other Revolving Lender of the unreimbursed amount of such honored drawing and of such other Revolving Lender’s 's respective participation therein based on such Revolving Lender’s 's Pro Rata Share. Each Revolving Lender (other than Issuing Lender) shall make available (and Administrative Agent may apply Cash Collateral provided for this purpose) to such Issuing Lender an amount equal to its respective participation, in Dollars (based on the Dollar Equivalent amount with respect to any Letter of Credit denominated and in an Alternative Currency), in Same Day Fundssame day funds, at the Funding and Payment Officeoffice of such Issuing Lender specified in such notice, not later than 12:00 Noon 1:00 P.M. (New York City time) on the first Business Day business day (under the laws of the jurisdiction in which such office of such Issuing Lender is located) after the date notified by Administrative Agent, and Administrative Agent shall make available to such Issuing Lender, in Same Day Funds, at the office of Issuing Lender on such Business Day the aggregate amount of the payments so received by Administrative Agent. In the event that any Revolving Lender fails to make available to Administrative Agent such Issuing Lender on such Business Day business day the amount of such Revolving Lender’s 's participation in such Letter of Credit as provided in this subsection 3.3C, such Issuing Lender shall be entitled to recover such amount on demand from such Revolving Lender together with interest thereon at the Overnight Rate rate customarily used by such Issuing Lender for the correction of errors among banks for three Business Days and thereafter at the Base Rate, plus any administrative, processing or similar fees customarily charged by Issuing Lender in connection with the foregoing. Nothing in this subsection 3.3C shall be deemed to prejudice the right of Administrative Agent any Revolving Lender to recover, for the benefit of Revolving Lenders, recover from any Issuing Lender any amounts made available by such Revolving Lender to such Issuing Lender pursuant to this subsection 3.3C in the event that it is determined by the final judgment of a court of competent jurisdiction that the payment with respect to a Letter of Credit by Issuing Lender in respect of which payments were made by Revolving Lenders constituted gross negligence or willful misconduct on the part of Issuing Lender.a

Payment by Revolving Lenders. In the event that Company If Borrower shall fail for any reason to reimburse any Issuing Lender Bank (or Administrative Agent) as provided in subsection 3.3B in an amount equal to the amount of any payment drawing honored by such Issuing Lender Bank under a Letter of Credit issued by it, Issuing Lender shall promptly notify Administrative Agent, who Agent shall promptly notify each Revolving Lender of the unreimbursed amount of such honored drawing and of such Revolving Lender’s respective participation therein based on such Revolving Lender’s Pro Rata ShareShare of the Revolving Loan Commitment by telefacsimile or by telephone promptly confirmed by telefacsimile. Each Revolving Lender (other than Issuing Lender) shall make available (and to Administrative Agent may apply Cash Collateral provided for this purpose) the account of such Issuing Bank an amount equal to its respective participation, in Dollars (based on the Dollar Equivalent amount with respect to any Letter of Credit denominated and in an Alternative Currency), in Same Day Fundssame day funds, at the Funding and Payment OfficeAdministrative Agent’s office, not later than 12:00 Noon 2:00 P.M. (New York City time) on the first Business Day after the date notified by Administrative Agent, and Administrative Agent shall make available to Issuing Lender, in Same Day Funds, at the office of Issuing Lender on such Business Day the aggregate amount of the payments so received by Administrative Agent. In the event that If any Revolving Lender fails to make available to Administrative Agent for the account of such Issuing Bank on such Business Day the amount of such Revolving Lender’s participation in such Letter of Credit as provided in this subsection 3.3C, Administrative Agent and/or such Issuing Lender Bank shall be entitled to recover such amount on demand from such Revolving Lender together with interest thereon at the Overnight Rate rate customarily used by such Issuing Bank for the correction of errors among banks for three Business Days and thereafter at the Base Rate, plus any administrative, processing or similar fees customarily charged by Issuing Lender in connection with the foregoing. Nothing in this subsection 3.3C shall be deemed to prejudice the right of Administrative Agent any Revolving Lender to recover, for the benefit of Revolving Lenders, recover from any Issuing Lender Bank any amounts made available by such Revolving Lender to such Issuing Lender Bank pursuant to this subsection 3.3C in the event that if it is determined by the final non-appealable judgment of a court of competent jurisdiction that the payment with respect to a Letter of Credit by such Issuing Lender Bank in respect of which payments were payment was made by such Revolving Lenders Lender constituted gross negligence or willful misconduct on the part of such Issuing LenderBank.

Payment by Revolving Lenders. In the event that Company If Borrower shall fail for any reason to reimburse any Issuing Lender (or Administrative Agent) as provided in subsection 3.3B Subsection III.C.1 in an amount equal to the amount of any payment drawing honored by such Issuing Lender under a Letter of Credit issued by it, Issuing Lender shall promptly notify Administrative Agent, who Agent shall promptly notify each other Revolving Lender of the unreimbursed amount of such honored drawing and of such other Revolving Lender’s 's respective participation therein based on such Revolving Lender’s 's Pro Rata ShareShare of the Revolving Loan Commitment by telefacsimile or by telephone promptly confirmed by telefacsimile. Each Revolving Lender (other than Issuing Lender) shall make available (and to Administrative Agent may apply Cash Collateral provided for this purpose) the account of such Issuing Lender an amount equal to its respective participation, in Dollars (based on the Dollar Equivalent amount with respect to any Letter of Credit denominated and in an Alternative Currency), in Same Day Fundssame day funds, at the Funding and Payment Administrative Agent's Office, not later than 12:00 Noon 2:00 P.M. (New York City time) on the first Business Day after the date notified by Administrative Agent, and Administrative Agent shall make available to Issuing Lender, in Same Day Funds, at the office of Issuing Lender on such Business Day the aggregate amount of the payments so received by Administrative Agent. In the event that If any Revolving Lender fails to make available to Administrative Agent for the account of such Issuing Lender on such Business Day the amount of such Revolving Lender’s 's participation in such Letter of Credit as provided in this subsection 3.3CSubsection III.C.2, Administrative Agent and/or such Issuing Lender shall be entitled to recover such amount on demand from such Revolving Lender together with interest thereon at the Overnight Rate rate customarily used by such Issuing Lender for the correction of errors among banks for three Business Days and thereafter at the Base Rate, plus any administrative, processing or similar fees customarily charged by Issuing Lender in connection with the foregoing. Nothing in this subsection 3.3C shall be deemed to prejudice the right of Administrative Agent to recover, for the benefit of Revolving Lenders, from Issuing Lender any amounts made available to Issuing Lender pursuant to this subsection 3.3C in the event that it is determined by the final judgment of a court of competent jurisdiction that the payment with respect to a Letter of Credit by Issuing Lender in respect of which payments were made by Revolving Lenders constituted gross negligence or willful misconduct on the part of Issuing Lender.this

Payment by Revolving Lenders. In the event that Company shall fail for any reason to reimburse any Issuing Lender as provided in subsection 3.3B in an amount equal to the amount of any payment drawing honored by such Issuing Lender under a Letter of Credit issued by it, such Issuing Lender shall promptly notify Administrative Agent, who shall promptly notify each other Revolving Lender of the unreimbursed amount of such honored drawing and of such other Revolving Lender’s 's respective participation therein based on such Revolving Lender’s 's Pro Rata Share. Each Revolving Lender (other than Issuing Lender) shall make available (and Administrative Agent may apply Cash Collateral provided for this purpose) to such Issuing Lender an amount equal to its respective participation, in Dollars (based on the Dollar Equivalent amount with respect to any Letter of Credit denominated and in an Alternative Currency), in Same Day Fundssame day funds, at the Funding and Payment Officeoffice of such Issuing Lender specified in such notice, not later than 12:00 Noon (New York City time) on the first Business Day business day (under the laws of the jurisdiction in which such office of such Issuing Lender is located) after the date notified by Administrative Agent, and Administrative Agent shall make available to such Issuing Lender, in Same Day Funds, at the office of Issuing Lender on such Business Day the aggregate amount of the payments so received by Administrative Agent. In the event that any Revolving Lender fails to make available to Administrative Agent such Issuing Lender on such Business Day business day the amount of such Revolving Lender’s 's participation in such Letter of Credit as provided in this subsection 3.3C, such Issuing Lender shall be entitled to recover such amount on demand from such Revolving Lender together with interest thereon at the Overnight Rate rate customarily used by such Issuing Lender for the correction of errors among banks for three Business Days and thereafter at the Base Rate, plus any administrative, processing or similar fees customarily charged by Issuing Lender in connection with the foregoing. Nothing in this subsection 3.3C shall be deemed to prejudice the right of Administrative Agent any Revolving Lender to recover, for the benefit of Revolving Lenders, recover from any Issuing Lender any amounts made available by such Revolving Lender to such Issuing Lender pursuant to this subsection 3.3C in the event that it is determined by the final judgment of a court of competent jurisdiction that the payment with respect to a Letter of Credit by such Issuing Lender in respect of which payments were payment was made by such Revolving Lenders Lender constituted gross negligence or willful misconduct on the part of such Issuing Lender.

Payment by Revolving Lenders. In the event that Company Borrower shall fail for any reason to reimburse any Issuing Lender as provided in subsection 3.3B in an amount (calculated in the case of a drawing under a Letter of Credit denominated in a currency other than U.S. Dollars, by reference to the applicable Exchange Rate) equal to the amount of any payment by such Issuing Lender under a Letter of Credit issued by it, such Issuing Lender shall promptly notify Administrative Agent, who shall promptly notify each Revolving other Lender of the unreimbursed amount of such honored drawing and of such other Revolving Lender’s respective participation therein based on such Revolving Lender’s Pro Rata Share. Each Revolving Lender (other than Issuing Lender) shall make available (and Administrative Agent may apply Cash Collateral provided for this purpose) to such Issuing Lender an amount equal to its respective participation, in U.S. Dollars (based on the Dollar Equivalent amount with respect to any Letter of Credit denominated and in an Alternative Currency), in Same Day Fundssame day funds, at the Funding and Payment Officeoffice of such Issuing Lender specified in such notice, not later than 12:00 Noon (New York City time) on the first Business Day business day (under the laws of the jurisdiction in which such office of such Issuing Lender is located) after the date notified by Administrative Agent, and Administrative Agent shall make available to such Issuing Lender, in Same Day Funds, at the office of Issuing Lender on such Business Day the aggregate amount of the payments so received by Administrative Agent. In the event that any Revolving Lender fails to make available to Administrative Agent such Issuing Lender on such Business Day business day the amount of such Revolving Lender’s participation in such Letter of Credit as provided in this subsection 3.3C, such Issuing Lender shall be entitled to recover such amount on demand from such Revolving Lender together with interest thereon at the Overnight Rate rate customarily used by such Issuing Lender for the correction of errors among banks for three Business Days and thereafter at the Base Rate, plus any administrative, processing or similar fees customarily charged by Issuing Lender in connection with the foregoing. Nothing in this subsection 3.3C shall be deemed to prejudice the right of Administrative Agent any Lender to recover, for the benefit of Revolving Lenders, recover from any Issuing Lender any amounts made available by such Lender to such Issuing Lender pursuant to this subsection 3.3C in the event that it is determined by the final judgment of a court of competent jurisdiction that the payment with respect to a Letter of Credit by such Issuing Lender in respect of which payments were payment was made by Revolving Lenders such Lender constituted gross negligence or willful misconduct on the part of such Issuing Lender.

Payment by Revolving Lenders. In the event that Company shall fail for any reason to reimburse any Issuing Lender as provided in subsection 3.3B in an amount equal to the amount of any payment by such Issuing Lender under a Letter of Credit issued by it, such Issuing Lender shall promptly notify Administrative Agent, who shall promptly notify each other Revolving Lender of the unreimbursed amount of such honored drawing and of such other Revolving Lender’s 's respective participation therein based on such Revolving Lender’s 's Pro Rata Share. Each Revolving Lender (other than such Issuing Lender) shall make available (and to Administrative Agent may apply Cash Collateral provided for this purpose) an amount equal to its respective participation, in Dollars (based on the Dollar Equivalent amount with respect and in same day funds, to any Letter of Credit denominated in an Alternative Currency), in Same Day Funds, at be credited to the Funding and Payment OfficeAccount, not later than 12:00 Noon (New York City time) on the first Business Day after the date notified by Administrative Agent, and Administrative Agent who shall make available to such Issuing Lender, Lender in Same Day Fundssame day funds, at the office of such Issuing Lender on such Business Day Day, the aggregate amount of the participation payments so received by Administrative Agent. In the event that any Revolving Lender fails to make available to Administrative Agent on such Business Day the amount of such Revolving Lender’s 's participation in such Letter of Credit as provided in this subsection 3.3C3.3C(i), such Issuing Lender shall be entitled to recover such amount on demand from such Revolving Lender together with interest thereon at the Overnight Rate for three Business Days and thereafter at the Base Federal Funds Effective Rate, plus any administrative, processing or similar fees customarily charged by Issuing Lender in connection with the foregoing. Nothing in this subsection 3.3C 3.3C(i) shall be deemed to prejudice the right of Administrative Agent to recover, for the benefit of Revolving Lenders, from any Issuing Lender any amounts made available to such Issuing Lender pursuant to this subsection 3.3C 3.3C(i) in the event that it is determined by the final judgment of a court of competent jurisdiction that the payment with respect to a Letter of Credit by such Issuing Lender in respect of which participation payments were made by Revolving Lenders constituted gross negligence or willful misconduct on the part of such Issuing Lender.

Payment by Revolving Lenders. In the event that Company shall fail for any reason to reimburse any Issuing Lender as provided in subsection 3.3B in an amount equal to the amount of any payment by such Issuing Lender under a Letter of Credit issued by it, such Issuing Lender shall promptly notify Administrative Agent, who which shall promptly notify each Revolving Lender of the unreimbursed amount of such honored drawing and of such Revolving Lender’s respective participation therein based on such Revolving Lender’s Pro Rata Share. Each Revolving Lender (other than such Issuing Lender) shall make available (and to Administrative Agent may apply Cash Collateral provided for this purpose) an amount equal to its respective participation, in Dollars (based on the Dollar Equivalent amount with respect to any Letter of Credit denominated in an Alternative Currency)Dollars, in Same Day Fundssame day funds, at the Funding and Payment Office, not later than 12:00 Noon 1:00 P.M. (New York City time) on the Reimbursement Date or, in the event such Revolving Lender was not given such notice by Administrative Agent until after such time, 11:00 A.M. (New York City time) on the first Business Day after the date such Revolving Lender notified by Administrative Agent, and Administrative Agent shall make available to such Issuing LenderLender in Dollars, in Same Day Fundssame day funds, at the office of such Issuing Lender on such Business Day the aggregate amount of the payments so received by Administrative Agent. In the event that any Revolving Lender fails to make available to Administrative Agent on such Business Day the amount of such Revolving Lender’s participation in such Letter of Credit as provided in this subsection 3.3C, such Issuing Lender shall be entitled to recover such amount on demand from such Revolving Lender together with interest thereon at a rate per annum equal to the Overnight greater of the Federal Funds Effective Rate for three Business Days and thereafter at the Base Ratea rate determined by such Issuing Lender in accordance with banking industry rules on interbank compensation, plus any administrative, processing or similar fees customarily charged by the Issuing Lender in connection with the foregoing. A certificate of Issuing Lender submitted to any Revolving Lender (through Administrative Agent) with respect to any amounts owing hereunder shall be conclusive absent manifest error. Nothing in this subsection 3.3C shall be deemed to prejudice the right of Administrative Agent to recover, for the benefit of Revolving Lenders, from any Issuing Lender any amounts made available to such Issuing Lender pursuant to this subsection 3.3C in the event that it is determined by the final and non-appealable judgment of a court of competent jurisdiction that the payment with respect to a Letter of Credit by such Issuing Lender in respect of which payments were made by Revolving Lenders constituted gross negligence or willful misconduct on the part of such Issuing Lender.

Payment by Revolving Lenders. In the event that Company Borrower shall fail for any reason to reimburse an Issuing Lender as provided in subsection 3.3B in an amount equal to the amount of any payment drawing honored by such Issuing Lender under a Letter of Credit issued by it, such Issuing Lender shall promptly notify Administrative Agent, who shall promptly notify each other Revolving Lender of the unreimbursed amount of such honored drawing and of such other Revolving Lender’s respective participation therein based on such Revolving Lender’s Pro Rata Share. Each Revolving Lender (other than Issuing Lender) shall make available (and Administrative Agent may apply Cash Collateral provided for this purpose) to the Issuing Lender an amount equal to its respective participation, in Dollars (based on the Dollar Equivalent amount with respect to any Letter of Credit denominated and in an Alternative Currency), in Same Day Fundssame day funds, at the Funding and Payment Officeoffice of such Issuing Lender specified in such notice, not later than 12:00 Noon (New York, New York City time) on the first Business Day (under the laws of the jurisdiction in which such office of such Issuing Lender is located) after the date notified by Administrative Agent, and Administrative Agent shall make available to the Issuing Lender, in Same Day Funds, at the office of Issuing Lender on such Business Day the aggregate amount of the payments so received by Administrative Agent. In the event that any Revolving Lender fails to make available to Administrative Agent the Issuing Lender on such Business Day the amount of such Revolving Lender’s participation in such Letter of Credit as provided in this subsection 3.3C, such Issuing Lender shall be entitled to recover such amount on demand from such Revolving Lender together with interest thereon at the Overnight Rate rate customarily used by such Issuing Lender for the correction of errors among banks for three (3) Business Days and thereafter at the Base Rate, plus any administrative, processing or similar fees customarily charged by Issuing Lender in connection with the foregoing. Nothing in this subsection 3.3C shall be deemed to prejudice the right of Administrative Agent any Revolving Lender to recover, for the benefit of Revolving Lenders, recover from an Issuing Lender any amounts made available by such Revolving Lender to such Issuing Lender pursuant to this subsection 3.3C in the event that it is determined by the final judgment of a court of competent jurisdiction that the payment with respect to a Letter of Credit by such Issuing Lender in respect of which payments were payment was made by such Revolving Lenders Lender constituted gross negligence or willful misconduct on the part of the Issuing Lender.

Payment by Revolving Lenders. In the event that Company shall fail for any reason to reimburse any Issuing Lender as provided in subsection 3.3B 4.3B in an amount equal to the amount of any payment by such Issuing Lender under a Letter of Credit issued by it, such Issuing Lender shall promptly notify Administrative Agent, who shall promptly notify each Revolving Lender of the unreimbursed amount of such honored drawing and of such other Revolving Lender’s respective participation therein based on such Revolving Lender’s Pro Rata Share. Each Revolving Lender (other than such Issuing Lender) shall make available (and to Administrative Agent may apply Cash Collateral provided for this purpose) an amount equal to its respective participation, in Dollars (based on the Dollar Equivalent amount with respect to any Letter of Credit denominated in an Alternative Currency)Cdn. Dollars, in Same Day Fundssame day funds, at the Funding and Payment Office, not later than 12:00 Noon noon (New York City Toronto time) on the first Business Day after the date notified by Administrative Agent, and Administrative Agent shall make available to such Issuing LenderLender in Cdn. Dollars, in Same Day Fundssame day funds, at the office of such Issuing Lender on such Business Day the aggregate amount of the payments so received by Administrative Agent. In the event that any Revolving Lender fails to make available to Administrative Agent on such Business Day the amount of such Revolving Lender’s participation in such Letter of Credit as provided in this subsection 3.3C4.3C, such Issuing Lender shall be entitled to recover such amount on demand from such Revolving Lender together with interest thereon at the Overnight Rate rate customarily used by such Issuing Lender for the correction of errors among banks for three Business Days and thereafter at the Base Prime Rate, plus any administrative, processing or similar fees customarily charged by Issuing Lender in connection with the foregoing. Nothing in this subsection 3.3C 4.3C shall be deemed to prejudice the right of Administrative Agent to recover, for the benefit of Revolving Lenders, from any Issuing Lender any amounts made available to such Issuing Lender pursuant to this subsection 3.3C 4.3C in the event that it is determined by the final judgment of a court of competent jurisdiction that the payment with respect to a Letter of Credit by such Issuing Lender in respect of which payments were made by Revolving Lenders constituted gross negligence or willful misconduct on the part of such Issuing Lender.

Payment by Revolving Lenders. In the event that Company Borrower shall fail for any reason to reimburse Issuing Lender as provided in subsection 3.3B in an amount equal to the amount of any payment by Issuing Lender under a Letter of Credit issued by it, Issuing Lender shall promptly notify Administrative Agent, who shall promptly notify each Revolving Lender of the unreimbursed amount of such honored drawing and of such Revolving Lender’s respective participation therein based on such Revolving Lender’s Pro Rata Share. Each Revolving Lender (other than Issuing Lender) shall make available (and to Administrative Agent may apply Cash Collateral provided for this purpose) an amount equal to its respective participation, in Dollars (based on the Dollar Equivalent amount with respect to any Letter of Credit denominated in an Alternative Currency)Dollars, in Same Day Fundssame day funds, at the Funding and Payment Office, not later than 12:00 Noon 1:00 p.m. (New York City Pacific time) on the first Business Day after the date notified by Administrative Agent, and Administrative Agent shall make available to Issuing LenderLender in Dollars, in Same Day Fundssame day funds, at the office of Issuing Lender on such Business Day the aggregate amount of the payments so received by Administrative Agent. In the event that any Revolving Lender fails to make available to Administrative Agent on such Business Day the amount of such Revolving Lender’s participation in such Letter of Credit as provided in this subsection 3.3C, Issuing Lender shall be entitled to recover such amount on demand from such Revolving Lender together with interest thereon at the Overnight Rate rate customarily used by Issuing Lender for the correction of errors among banks for three Business Days and thereafter at the Base Rate, plus any administrative, processing or similar fees customarily charged by Issuing Lender in connection with the foregoing. Nothing in this subsection 3.3C shall be deemed to prejudice the right of Administrative Agent to recover, for the benefit of Revolving Lenders, from Issuing Lender any amounts made available to Issuing Lender pursuant to this subsection 3.3C in the event that it is determined by the final judgment of a court of competent jurisdiction that the payment with respect to a Letter of Credit by Issuing Lender in respect of which payments were made by Revolving Lenders constituted gross negligence or willful misconduct on the part of Issuing Lender.

Payment by Revolving Lenders. In the event that Company Borrower shall fail for any reason to reimburse any Issuing Lender as provided in subsection 3.3B in an amount equal to the amount of any payment by such Issuing Lender under a Letter of Credit issued by it, such Issuing Lender shall promptly notify Administrative Agent, Agent who shall promptly will notify each Revolving other Lender of the unreimbursed amount of such honored drawing and of such other Revolving Lender’s 's respective participation therein based on such Revolving Lender’s 's Pro Rata Share. Each Revolving Lender (other than Issuing Lender) shall make available (and to Administrative Agent may apply Cash Collateral provided for this purpose) the benefit of such Issuing Lender an amount equal to its respective participation, in Dollars (based on the Dollar Equivalent amount with respect to any Letter of Credit denominated and in an Alternative Currency), in Same Day Fundssame day funds, at the Funding and Payment Office, not later than 12:00 Noon (New York City time) on the first Business Day business day after the date notified by Administrative Agent, and Administrative Agent shall make available to such Issuing Lender, in Same Day Funds, at the office of Issuing Lender on such Business Day the aggregate amount of the payments so received by Administrative Agent. In the event that any Revolving Lender fails to make available to Administrative Agent for the benefit of such Issuing Lender on such Business Day business day the amount of such Revolving Lender’s 's participation in such Letter of Credit as provided in this subsection 3.3C, such Issuing Lender shall be entitled to recover such amount on demand from such Revolving Lender together with interest thereon at the Overnight Rate rate customarily used by such Issuing Lender for the correction of errors among banks for three Business Days and thereafter at the Base Rate, plus any administrative, processing or similar fees customarily charged by Issuing Lender in connection with the foregoing. Nothing in this subsection 3.3C shall be deemed to prejudice the right of Administrative Agent any Lender to recover, for the benefit of Revolving Lenders, recover from any Issuing Lender any amounts made available by such Revolving Lender to such Issuing Lender pursuant to this subsection 3.3C in the event that it is determined by the final judgment of a court of competent jurisdiction that the payment with respect to a Letter of Credit by such Issuing Lender in respect of which payments were payment was made by such Revolving Lenders Lender constituted gross negligence or willful misconduct on the part of such Issuing Lender.

Payment by Revolving Lenders. In the event that Company Borrowers shall fail ---------------------------- for any reason to reimburse any Issuing Lender as provided in subsection 3.3B in an amount equal to the amount of any payment by such Issuing Lender under a Letter of Credit issued by it, such Issuing Lender shall promptly notify Administrative Agent, who shall promptly notify each other Lender having the applicable Revolving Lender Loan Commitment of the unreimbursed amount of such honored drawing and of such other Revolving Lender’s 's respective participation therein based on such Revolving Lender’s 's Pro Rata Share. Each Revolving Lender (other than Issuing Lender) having the applicable Revolving Loan Commitment shall make available (and Administrative Agent may apply Cash Collateral provided for this purpose) to such Issuing Lender an amount equal to its respective participation, in Dollars (based on the Dollar Equivalent amount with respect to any Letter of Credit denominated and in an Alternative Currency), in Same Day Fundssame day funds, at the Funding and Payment Officeoffice of such Issuing Lender specified in such notice, not later than 12:00 Noon (New York City time) on the first Business Day business day (under the laws of the jurisdiction in which such office of such Issuing Lender is located) after the date notified by Administrative Agent, and Administrative Agent shall make available to such Issuing Lender, in Same Day Funds, at the office of Issuing Lender on such Business Day the aggregate amount of the payments so received by Administrative Agent. In the event that any Revolving Lender having the applicable Revolving Loan Commitment fails to make available to Administrative Agent such Issuing Lender on such Business Day business day the amount of such Revolving Lender’s 's participation in such Letter of Credit as provided in this subsection 3.3C, such Issuing Lender shall be entitled to recover such amount on demand from such Revolving Lender together with interest thereon at the Overnight Rate rate customarily used by such Issuing Lender for the correction of errors among banks for three Business Days and thereafter at the Base Rate, plus any administrative, processing or similar fees customarily charged by Issuing Lender in connection with the foregoing. Nothing in this subsection 3.3C shall be deemed to prejudice the right of Administrative Agent any Lender to recover, for the benefit of Revolving Lenders, recover from any Issuing Lender any amounts made available by such Revolving Lender to such Issuing Lender pursuant to this subsection 3.3C in the event that it is determined by the final judgment of a court of competent jurisdiction that the payment with respect to a Letter of Credit by such Issuing Lender in respect of which payments were payment was made by such Revolving Lenders Lender constituted gross negligence or willful misconduct on the part of such Issuing Lender.

Payment by Revolving Lenders. In the event that Company shall fail for any reason to reimburse Issuing Lender as provided in subsection 3.3B in an amount equal to the amount of any payment by Issuing Lender under a Letter of Credit issued by it, Issuing Lender shall promptly notify Administrative Agent, who shall promptly notify each Revolving Lender of the unreimbursed amount of such honored drawing and of such Revolving Lender’s respective participation therein based on such Revolving Lender’s Pro Rata Share. Each Revolving Lender (other than Issuing Lender) shall make available (and Administrative Agent may apply Cash Collateral provided for this purpose) an amount equal to its respective participation, in Dollars (based on the Dollar Equivalent amount with respect to any Letter of Credit denominated in an Alternative Currency), in Same Day Funds, at the Funding and Payment Office, not later than 12:00 Noon (New York City time) on the first Business Day after the date notified by Administrative Agent, and Administrative Agent shall make available to Issuing Lender, in Same Day Funds, at the office of Issuing Lender on such Business Day the aggregate amount of the payments so received by Administrative Agent. In the event that any Revolving Lender fails to make available to Administrative Agent on such Business Day the amount of such Revolving Lender’s participation in such Letter of Credit as provided in this subsection 3.3C, Issuing Lender shall be entitled to recover such amount on demand from such Revolving Lender together with interest thereon at the Overnight Rate for three Business Days and thereafter at the Base Rate, plus any administrative, processing or similar fees customarily charged by Issuing Lender in connection with the foregoing. Nothing in this subsection 3.3C shall be deemed to prejudice the right of Administrative Agent to recover, for the benefit of Revolving Lenders, from Issuing Lender any amounts made available to Issuing Lender pursuant to this subsection 3.3C in the event that it is determined by the final judgment of a court of competent jurisdiction that the payment with respect to a Letter of Credit by Issuing Lender in respect of which payments were made by Revolving Lenders constituted gross negligence negligence, bad faith or willful misconduct on the part of Issuing Lender.

Payment by Revolving Lenders. In the event that Company shall fail for any reason to reimburse any Issuing Lender as provided in subsection 3.3B in an amount (calculated, in the case of a payment under a Letter of Credit denominated in a currency other than Dollars, by reference to the applicable Exchange Rate) equal to the amount of any payment by such Issuing Lender under a Letter of Credit issued by it, such Issuing Lender shall promptly notify Administrative Agent, who shall promptly notify each Revolving Lender of the unreimbursed amount of such honored drawing and of such Revolving Lender’s respective participation therein based on such Revolving Lender’s Pro Rata Share. Each Revolving Lender (other than such Issuing Lender) shall make available (and to Administrative Agent may apply Cash Collateral provided for this purpose) an amount equal to its respective participation, in Dollars (based on the Dollar Equivalent amount with respect to any Letter of Credit denominated in an Alternative Currency)Dollars, in Same Day Fundssame day funds, at the Funding and Payment Office, not later than 12:00 Noon (New York City time) on the first Business Day after the date notified by Administrative Agent, Agent and Administrative Agent shall make available to such Issuing Lender, Lender in Same Day FundsDollars in same day funds, at the office of such Issuing Lender on such Business Day the aggregate amount of the payments so received by Administrative Agent. In the event that any Revolving Lender fails to make available to Administrative Agent on such Business Day the amount of such Revolving Lender’s participation in such Letter of Credit as provided in this subsection 3.3C, such Issuing Lender shall be entitled to recover such amount on demand from such Revolving Lender together with interest thereon at the Overnight Rate rate customarily used by such Issuing Lender for the correction of errors among banks for 56 three Business Days and thereafter at the Base Rate, plus any administrative, processing or similar fees customarily charged by Issuing Lender in connection with the foregoing. Nothing in this subsection 3.3C shall be deemed to prejudice the right of Administrative Agent to recover, for the benefit of Revolving Lenders, from any Issuing Lender any amounts made available to such Issuing Lender pursuant to this subsection 3.3C in the event that it is determined by the final judgment of a court of competent jurisdiction that the payment with respect to a Letter of Credit by such Issuing Lender in respect of which payments were made by Revolving Lenders constituted gross negligence or willful misconduct on the part of such Issuing Lender.

Payment by Revolving Lenders. In the event that Company Borrower shall fail for any reason to reimburse any Issuing Lender as provided in subsection 3.3B in an amount equal to the amount of any payment by such Issuing Lender under a Letter of Credit issued by it, such Issuing Lender shall promptly notify Administrative Agent, Agent who shall promptly will notify each Revolving other Lender of the unreimbursed amount of such honored drawing and of such other Revolving Lender’s respective participation therein based on such Revolving Lender’s Pro Rata Share. Each Revolving Lender (other than Issuing Lender) shall make available (and to Administrative Agent may apply Cash Collateral provided for this purpose) the benefit of the applicable Issuing Lender an amount equal to its respective participation, in Dollars (based on the Dollar Equivalent amount with respect to any Letter of Credit denominated and in an Alternative Currency), in Same Day Fundssame day funds, at the Funding and Payment Office, not later than 12:00 Noon (New York City time) on the first Business Day business day after the date notified by Administrative Agent, and Administrative Agent shall make available to such Issuing Lender, in Same Day Funds, at the office of Issuing Lender on such Business Day the aggregate amount of the payments so received by Administrative Agent. In the event that any Revolving Lender fails to make available to Administrative Agent for the benefit of any Issuing Lender on such Business Day business day the amount of such Revolving Lender’s participation in such Letter of Credit as provided in this subsection 3.3C, such Issuing Lender shall be entitled to recover such amount on demand from such Revolving Lender together with interest thereon at the Overnight Rate rate customarily used by such Issuing Lender for the correction of errors among banks for three Business Days and thereafter at the Base Rate, plus any administrative, processing or similar fees customarily charged by Issuing Lender in connection with the foregoing. Nothing in this subsection 3.3C shall be deemed to prejudice the right of Administrative Agent any Lender to recover, for the benefit of Revolving Lenders, recover from any Issuing Lender any amounts made available by such Revolving Lender to such Issuing Lender pursuant to this subsection 3.3C in the event that it is determined by the final judgment of a court of competent jurisdiction that the payment with respect to a Letter of Credit by such Issuing Lender in respect of which payments were payment was made by such Revolving Lenders Lender constituted gross negligence or willful misconduct on the part of such Issuing Lender.

Payment by Revolving Lenders. In the event that Company shall fail for any reason to reimburse any Issuing Lender as provided in subsection 3.3B in an amount equal to the amount of any payment by such Issuing Lender under a Letter of Credit issued by it, such Issuing Lender shall promptly notify Administrative Agent, who shall promptly notify each Revolving Lender of the unreimbursed amount of such honored drawing and of such Revolving Lender’s 's respective participation therein based on such Revolving Lender’s 's Pro Rata Share. Each Revolving Lender (other than such Issuing Lender) shall make available (and to Administrative Agent may apply Cash Collateral provided for this purpose) an amount equal to its respective participation, in Dollars (based on the Dollar Equivalent amount with respect to any Letter of Credit denominated in an Alternative Currency)Dollars, in Same Day Fundssame day funds, at the Funding and Payment Office, not no later than 12:00 Noon 1:00 P.M. (New York City time) on the first Business Day after the date notified by Administrative Agent, and Administrative Agent shall make available to such Issuing LenderLender in Dollars, in Same Day Fundssame day funds, at the office of such Issuing Lender on such Business Day the aggregate amount of the payments so received by Administrative Agent. In the event that any Revolving Lender fails to make available to Administrative Agent on such Business Day the amount of such Revolving Lender’s 's participation in such Letter of Credit as provided in this subsection 3.3C, such Issuing Lender shall be entitled to recover such amount on demand from such Revolving Lender together with interest thereon at the Overnight Rate rate customarily used by such Issuing Lender for the correction of errors among banks for three Business Days and thereafter at the Base Rate, plus any administrative, processing or similar fees customarily charged by Issuing Lender in connection with the foregoing. Nothing in this subsection 3.3C shall be deemed to prejudice the right of Administrative Agent to recover, for the benefit of Revolving Lenders, from any Issuing Lender any amounts made available to such Issuing Lender pursuant to this subsection 3.3C in the event that it is determined by the final judgment of a court of competent jurisdiction that the payment with respect to a Letter of Credit by such Issuing Lender in respect of which payments were made by Revolving Lenders constituted gross negligence negligence, bad faith or willful misconduct on the part of such Issuing Lender.

Payment by Revolving Lenders. In the event that the Company shall fail for any reason to reimburse any Issuing Lender as provided in subsection 3.3B in an amount equal to the amount of any payment by such Issuing Lender or its Designated Issuer under a Letter of Credit issued by it, such Issuing Lender shall promptly notify the Administrative Agent, Agent who shall promptly will notify each Revolving other Lender of the unreimbursed amount of such honored drawing and of such other Revolving Lender’s 's respective participation therein based on such Revolving Lender’s 's Pro Rata Share. Each Revolving Lender (other than Issuing Lender) shall make available (and to the Administrative Agent may apply Cash Collateral provided for this purpose) the benefit of such Issuing Lender an amount equal to its respective participation, in Dollars (based on the Dollar Equivalent amount with respect to any Letter of Credit denominated and in an Alternative Currency), in Same Day Fundssame day funds, at the Funding and Payment Office, not later than 12:00 Noon (New York City time) on the first Business Day business day after the date notified by Administrative Agent, and Administrative Agent shall make available to such Issuing Lender, in Same Day Funds, at the office of Issuing Lender on such Business Day the aggregate amount of the payments so received by Administrative Agent. In the event that any Revolving Lender fails to make available to the Administrative Agent for the benefit of such Issuing Lender on such Business Day business day the amount of such Revolving Lender’s 's participation in such Letter of Credit as provided in this subsection 3.3C, such Issuing Lender shall be entitled to recover such amount on demand from such Revolving Lender together with interest thereon at the Overnight Rate rate customarily used by such Issuing Lender for the correction of errors among banks for three Business Days and thereafter at the Base Rate, plus any administrative, processing or similar fees customarily charged by Issuing Lender in connection with the foregoing. Nothing in this subsection 3.3C shall be deemed to prejudice the right of Administrative Agent any Lender to recover, for the benefit of Revolving Lenders, recover from any Issuing Lender any amounts made available by such Revolving Lender to such Issuing Lender pursuant to this subsection 3.3C in the event that it is determined by the final judgment of a court of competent jurisdiction that the payment with respect to a Letter of Credit by such Issuing Lender in respect of which payments were payment was made by such Revolving Lenders Lender constituted gross negligence or willful misconduct on the part of such Issuing LenderLender under the circumstances in question.

Payment by Revolving Lenders. In the event that Company shall fail for any reason to reimburse any Issuing Lender as provided in subsection 3.3B 4.3B in an amount equal to the amount of any payment by such Issuing Lender under a Letter of Credit issued by it, such Issuing Lender shall promptly notify Administrative Agent, who shall promptly notify each Revolving Lender of the unreimbursed amount of such honored drawing and of such other Revolving Lender’s 's respective participation therein based on such Revolving Lender’s 's Pro Rata Share. Each Revolving Lender (other than such Issuing Lender) shall make available (and to Administrative Agent may apply Cash Collateral provided for this purpose) an amount equal to its respective participation, in Dollars (based on the Dollar Equivalent amount with respect to any Letter of Credit denominated in an Alternative Currency)Cdn. Dollars, in Same Day Fundssame day funds, at the Funding and Payment Office, not later than 12:00 Noon noon (New York City Toronto time) on the first Business Day after the date notified by Administrative Agent, and Administrative Agent shall make available to such Issuing LenderLender in Cdn. Dollars, in Same Day Fundssame day funds, at the office of such Issuing Lender on such Business Day the aggregate amount of the payments so received by Administrative Agent. In the event that any Revolving Lender fails to make available to Administrative Agent on such Business Day the amount of such Revolving Lender’s 's participation in such Letter of Credit as provided in this subsection 3.3C4.3C, such Issuing Lender shall be entitled to recover such amount on demand from such Revolving Lender together with interest thereon at the Overnight Rate rate customarily used by such Issuing Lender for the correction of errors among banks for three Business Days and thereafter at the Base Prime Rate, plus any administrative, processing or similar fees customarily charged by Issuing Lender in connection with the foregoing. Nothing in this subsection 3.3C 4.3C shall be deemed to prejudice the right of Administrative Agent to recover, for the benefit of Revolving Lenders, from any Issuing Lender any amounts made available to such Issuing Lender pursuant to this subsection 3.3C in the event that it is determined by the final judgment of a court of competent jurisdiction that the payment with respect to a Letter of Credit by Issuing Lender in respect of which payments were made by Revolving Lenders constituted gross negligence or willful misconduct on the part of Issuing Lender.subsection

Payment by Revolving Lenders. In the event that Company shall fail for any reason to reimburse any Issuing Lender as provided in subsection 3.3B in an amount equal to the amount of any payment drawing honored by such Issuing Lender under a Letter of Credit issued by it, such Issuing Lender shall promptly notify Administrative Agent, who shall promptly notify each other Revolving Lender of the unreimbursed amount of such honored drawing and of such other Revolving Lender’s 's respective participation therein based on such Revolving Lender’s 's Pro Rata Share. Each Revolving Lender (other than Issuing Lender) shall make available (and Administrative Agent may apply Cash Collateral provided for this purpose) to such Issuing Lender an amount equal to its respective participation, in Dollars (based on the Dollar Equivalent amount with respect to any Letter of Credit denominated and in an Alternative Currency), in Same Day Fundssame day funds, at the Funding and Payment Officeoffice of such Issuing Lender specified in such notice, not later than 12:00 Noon 1:00 P.M. (New York City time) on the first Business Day business day (under the laws of the jurisdiction in which such office of such Issuing Lender is located) after the date notified by Administrative Agent, and Administrative Agent shall make available to such Issuing Lender, in Same Day Funds, at the office of Issuing Lender on such Business Day the aggregate amount of the payments so received by Administrative Agent. In the event that any Revolving Lender fails to make available to Administrative Agent such Issuing Lender on such Business Day business day the amount of such Revolving Lender’s 's participation in such Letter of Credit as provided in this subsection 3.3C, such Issuing Lender shall be entitled to recover such amount on demand from such Revolving Lender together with interest thereon at the Overnight Rate rate customarily used by such Issuing Lender for the correction of errors among banks for three Business Days and thereafter at the Base Rate, plus any administrative, processing or similar fees customarily charged by Issuing Lender in connection with the foregoing. Nothing in this subsection 3.3C shall be deemed to prejudice the right of Administrative Agent any Revolving Lender to recover, for the benefit of Revolving Lenders, recover from any Issuing Lender any amounts made available by such Revolving Lender to such Issuing Lender pursuant to this subsection 3.3C in the event that it is determined by the final judgment of a court of competent jurisdiction that the payment with respect to a Letter of Credit by such Issuing Lender in respect of which payments were payment was made by such Revolving Lenders Lender constituted gross negligence or willful misconduct on the part of such Issuing Lender.. 91 99

Payment by Revolving Lenders. In the event that Company Borrower ---------------------------- shall fail for any reason to reimburse any Issuing Lender as provided in subsection 3.3B in an amount (calculated in the case of a drawing under a Letter of Credit denominated in a currency other than Dollars, by reference to the applicable Exchange Rate) equal to the amount of any payment by such Issuing Lender under a Letter of Credit issued by it, such Issuing Lender shall promptly notify Administrative Agent, who shall promptly notify each Revolving other Lender of the unreimbursed amount of such honored drawing and of such other Revolving Lender’s 's respective participation therein based on such Revolving Lender’s 's Pro Rata Share. Each Revolving Lender (other than Issuing Lender) shall make available (and Administrative Agent may apply Cash Collateral provided for this purpose) to such Issuing Lender an amount equal to its respective participation, in Dollars (based on the Dollar Equivalent amount with respect to any Letter of Credit denominated and in an Alternative Currency), in Same Day Fundssame day funds, at the Funding and Payment Officeoffice of such Issuing Lender specified in such notice, not later than 12:00 Noon (New York City time) on the first Business Day business day (under the laws of the jurisdiction in which such office of such Issuing Lender is located) after the date notified by Administrative Agent, and Administrative Agent shall make available to such Issuing Lender, in Same Day Funds, at the office of Issuing Lender on such Business Day the aggregate amount of the payments so received by Administrative Agent. In the event that any Revolving Lender fails to make available to Administrative Agent such Issuing Lender on such Business Day business day the amount of such Revolving Lender’s 's participation in such Letter of Credit as provided in this subsection 3.3C, such Issuing Lender shall be entitled to recover such amount on demand from such Revolving Lender together with interest thereon at the Overnight Rate rate customarily used by such Issuing Lender for the correction of errors among banks for three Business Days and thereafter at the Base Rate, plus any administrative, processing or similar fees customarily charged by Issuing Lender in connection with the foregoing. Nothing in this subsection 3.3C shall be deemed to prejudice the right of Administrative Agent any Lender to recover, for the benefit of Revolving Lenders, recover from any Issuing Lender any amounts made available by such Lender to such Issuing Lender pursuant to this subsection 3.3C in the event that it is determined by the final judgment of a court of competent jurisdiction that the payment with respect to a Letter of Credit by such Issuing Lender in respect of which payments were payment was made by Revolving Lenders such Lender constituted gross negligence or willful misconduct on the part of such Issuing Lender.

Payment by Revolving Lenders. In the event that Company If Borrower shall fail for any reason to reimburse any Issuing Lender (or Administrative Agent) as provided in subsection 3.3B in an amount equal to the amount of any payment drawing honored by such Issuing Lender under a Letter of Credit issued by it, Issuing Lender shall promptly notify Administrative Agent, who Agent shall promptly notify each other Revolving Lender of the unreimbursed amount of such honored drawing and of such other Revolving Lender’s respective participation therein based on such Revolving Lender’s Pro Rata ShareShare of the Revolving Loan Commitment by telefacsimile or by telephone promptly confirmed by telefacsimile. Each Revolving Lender (other than Issuing Lender) shall make available (and to Administrative Agent may apply Cash Collateral provided for this purpose) the account of such Issuing Lender an amount equal to its respective participation, in Dollars (based on the Dollar Equivalent amount with respect to any Letter of Credit denominated and in an Alternative Currency), in Same Day Fundssame day funds, at the Funding and Payment OfficeAdministrative Agent’s office, not later than 12:00 Noon 2:00 P.M. (New York City time) on the first Business Day after the date notified by Administrative Agent, and Administrative Agent shall make available to Issuing Lender, in Same Day Funds, at the office of Issuing Lender on such Business Day the aggregate amount of the payments so received by Administrative Agent. In the event that If any Revolving Lender fails to make available to Administrative Agent for the account of such Issuing Lender on such Business Day the amount of such Revolving Lender’s participation in such Letter of Credit as provided in this subsection 3.3C, Administrative Agent and/or such Issuing Lender shall be entitled to recover such amount on demand from such Revolving Lender together with interest thereon at the Overnight Rate rate customarily used by such Issuing Lender for the correction of errors among banks for three Business Days and thereafter at the Base Rate, plus any administrative, processing or similar fees customarily charged by Issuing Lender in connection with the foregoing. Nothing in this subsection 3.3C shall be deemed to prejudice the right of Administrative Agent any Revolving Lender to recover, for the benefit of Revolving Lenders, recover from any Issuing Lender any amounts made available by such Revolving Lender to such Issuing Lender pursuant to this subsection 3.3C in the event that if it is determined by the final judgment of a court of competent jurisdiction that the payment with respect to a Letter of Credit by such Issuing Lender in respect of which payments were payment was made by such Revolving Lenders Lender constituted gross negligence or willful misconduct on the part of such Issuing Lender.

Payment by Revolving Lenders. In Agent shall give to each Revolving Lender prompt written notice by facsimile, telex or cable of the event that Company receipt by Agent from Borrower of any request for Revolving Credit Loans. Each such notice shall fail for any reason specify the requested date and the aggregate amount of such requested Revolving Credit Loans, whether such Revolving Credit Loan shall be subject to reimburse Issuing Lender as provided in subsection 3.3B in an amount equal to the LIBOR Option, and the amount of any payment by Issuing Lender under a Letter of Credit issued by it, Issuing Lender shall promptly notify Administrative Agent, who shall promptly notify each Revolving Lender of the unreimbursed amount of such honored drawing and of such Lender's Revolving Lender’s respective participation therein based on such Credit Loans thereunder (in accordance with its applicable Revolving Lender’s Pro Rata ShareLoan Percentage). Each Revolving Lender (other than Issuing Lender) shall make available (and Administrative Agent may apply Cash Collateral provided for this purpose) an amount equal to its respective participation, in Dollars (based on the Dollar Equivalent amount with respect to any Letter of Credit denominated in an Alternative Currency), in Same Day Funds, at the Funding and Payment Officeshall, not later than 12:00 Noon p.m. (New York City Chicago time) on such requested date, wire to a bank designated by Agent the first Business Day after the date notified by Administrative Agent, and Administrative Agent shall make available to Issuing Lender, in Same Day Funds, at the office of Issuing Lender on such Business Day the aggregate amount of that Revolving Lender's Revolving Loan Percentage of the payments so received by Administrative Agentrequested Revolving Credit Loans. In the event that The failure of any Revolving Lender fails to make available any Revolving Credit Loans to Administrative be made by it shall not release any other Revolving Lender of its obligations hereunder to make its Revolving Credit Loans. Neither Agent nor any other Revolving Lender shall be responsible for the failure of any other Revolving Lender to make the Revolving Credit Loans to be made by such other Revolving Lender. The foregoing notwithstanding, Agent, in its sole discretion, may from its own funds make a Revolving Credit Loan on behalf of any Revolving Lender. In such Business Day event, the Revolving Lender on behalf of whom Agent made the Revolving Credit Loan shall reimburse Agent for the amount of such Revolving Lender’s participation Credit Loan made on its behalf, on a weekly (or more frequent, as determined by Agent in its sole discretion) basis. On each such Letter of Credit as provided in this subsection 3.3Csettlement date, Issuing Agent will pay to each Revolving Lender shall be entitled the net amount owing to recover such amount on demand from such Revolving Lender together with interest thereon at the Overnight Rate for three Business Days and thereafter at the Base Rate, plus any administrative, processing or similar fees customarily charged by Issuing Lender in connection with such settlement, including without limitation amounts relating to Loans, fees, interest and other amounts payable hereunder. Swingline Loans will be settled between Agent and Revolving Lenders at the foregoingsame time as other Revolving Credit Loans. Nothing in this subsection 3.3C The entire amount of interest attributable to each Revolving Credit Loan (including Swingline Loans) for the period from the date on which such Revolving Credit Loan was made by Agent on such Revolving Lender's behalf until Agent is reimbursed by such Revolving Lender, shall be deemed paid to prejudice the right of Administrative Agent to recover, for the benefit of Revolving Lenders, from Issuing Lender any amounts made available to Issuing Lender pursuant to this subsection 3.3C in the event that it is determined by the final judgment of a court of competent jurisdiction that the payment with respect to a Letter of Credit by Issuing Lender in respect of which payments were made by Revolving Lenders constituted gross negligence or willful misconduct on the part of Issuing Lenderits own account.

Payment by Revolving Lenders. In the event that Company shall fail for any reason to reimburse any Issuing Lender as provided in subsection 3.3B in an amount (calculated, in the case of a payment under a Letter of Credit denominated in a currency other than Dollars, by reference to the applicable Exchange Rate) equal to the amount of any payment by such Issuing Lender under a Letter of Credit issued by it, such Issuing Lender shall promptly notify Administrative Agent, who shall promptly notify each Revolving other Lender of the unreimbursed amount of such honored drawing and of such other Revolving Lender’s 's respective participation therein based on such Revolving Lender’s 's Pro Rata Share. Each Revolving Lender (other than Issuing Lender) shall make available (and Administrative Agent may apply Cash Collateral provided for this purpose) to such Issuing Lender an amount equal to its respective participation, in Dollars (based on the Dollar Equivalent amount with respect to any Letter of Credit denominated and in an Alternative Currency), in Same Day Fundssame day funds, at the Funding and Payment Officeoffice of such Issuing Lender specified in such notice, not later than 12:00 Noon (New York City San Francisco time) on the first Business Day business day (under the laws of the jurisdiction in which such office of such Issuing Lender is located) after the date notified by Administrative Agent, and Administrative Agent shall make available to such Issuing Lender, in Same Day Funds, at the office of Issuing Lender on such Business Day the aggregate amount of the payments so received by Administrative Agent. In the event that any Revolving Lender fails to make available to Administrative Agent such Issuing Lender on such Business Day business day the amount of such Revolving Lender’s 's participation in such Letter of Credit as provided in this subsection 3.3C, such Issuing Lender shall be entitled to recover such amount on demand from such Revolving Lender together with interest thereon at the Overnight Rate rate customarily used by such Issuing Lender for the correction of errors among banks for three Business Days and thereafter at the Base Rate, plus any administrative, processing or similar fees customarily charged by Issuing Lender in connection with the foregoing. Nothing in this subsection 3.3C shall be deemed to prejudice the right of Administrative Agent any Lender to recover, for the benefit of Revolving Lenders, recover from any Issuing Lender any amounts made available by such Revolving Lender to such Issuing Lender pursuant to this subsection 3.3C in the event that it is determined by the final judgment of a court of competent jurisdiction that the payment with respect to a Letter of Credit by such Issuing Lender in respect of which payments were payment was made by such Revolving Lenders Lender constituted gross negligence or willful misconduct on the part of such Issuing Lender.