Common use of Reimbursement Obligation of the Borrower Clause in Contracts

Reimbursement Obligation of the Borrower. In the event of any drawing under any Letter of Credit, the Borrower agrees to reimburse (either with the proceeds of a Revolving Credit Loan as provided for in this Section or with funds from other sources), in same day funds, the applicable Issuing Lender on each date on which such Issuing Lender notifies the Borrower of the date and amount of a draft paid by it under any Letter of Credit for the amount of (a) such draft so paid and (b) any amounts referred to in Section 3.3(c) incurred by such Issuing Lender in connection with such payment. Unless the Borrower shall immediately notify such Issuing Lender that the Borrower intends to reimburse such Issuing Lender for such drawing from other sources or funds, the Borrower shall be deemed to have timely given a Notice of Borrowing to the Administrative Agent requesting that the Revolving Credit Lenders make a Revolving Credit Loan bearing interest at the Base Rate on the applicable repayment date in the amount of (i) such draft so paid and (ii) any amounts referred to in Section 3.3(c) incurred by such Issuing Lender in connection with such payment, and the Revolving Credit Lenders shall make a Revolving Credit Loan bearing interest at the Base Rate in such amount, the proceeds of which shall be applied to reimburse such Issuing Lender for the amount of the related drawing and such fees and expenses. Each Revolving Credit Lender acknowledges and agrees that its obligation to fund a Revolving Credit Loan in accordance with this Section to reimburse such Issuing Lender for any draft paid under a Letter of Credit issued by it is absolute and unconditional and shall not be affected by any circumstance whatsoever, including non-satisfaction of the conditions set forth in Section 2.3(a) or Article VI. If the Borrower has elected to pay the amount of such drawing with funds from other sources and shall fail to reimburse such Issuing Lender as provided above, the unreimbursed amount of such drawing shall bear interest at the rate which would be payable on any outstanding Base Rate Loans which were then overdue from the date such amounts become payable (whether at stated maturity, by acceleration or otherwise) until payment in full.

Reimbursement Obligation of the Borrower. In the event of any drawing under any Letter of Credit, the Borrower agrees to reimburse (either with the proceeds of a Revolving Credit Loan as provided for in this Section or with funds from other sources), in same day funds, the applicable Issuing Lender on each date on which such the Issuing Lender notifies the Borrower of the date and amount of a draft paid by it under any Letter of Credit for the amount of (a) such draft so paid and (b) any amounts referred to in Section 3.3(c) incurred by such the Issuing Lender in connection with such payment. Unless the Borrower shall immediately notify such the Issuing Lender that the Borrower intends to reimburse such the Issuing Lender for such drawing from other sources or funds, the Borrower shall be deemed to have timely given a Notice of Borrowing to the Administrative Agent requesting that the Revolving Credit Lenders make a Revolving Credit Loan bearing interest at the Base Rate on the applicable repayment such date in the amount of (ia) such draft so paid and (iib) any amounts referred to in Section 3.3(c) incurred by such the Issuing Lender in connection with such payment, and the Revolving Credit Lenders shall make a Revolving Credit Loan bearing interest at the Base Rate in such amount, the proceeds of which shall be applied to reimburse such the Issuing Lender for the amount of the related drawing and such fees costs and expenses. Each Revolving Credit Lender acknowledges and agrees that its obligation to fund a Revolving Credit Loan in accordance with this Section to reimburse such the Issuing Lender for any draft paid under a Letter of Credit issued by it is absolute and unconditional and shall not be affected by any circumstance whatsoever, including including, without limitation, non-satisfaction of the conditions set forth in Section 2.3(a) or Article VI. If the Borrower has elected to pay the amount of such drawing with funds from other sources and shall fail to reimburse such the Issuing Lender as provided above, the unreimbursed amount of such drawing shall bear interest at the rate which would be payable on any outstanding Base Rate Loans which were then overdue from the date such amounts become payable (whether at stated maturity, by acceleration or otherwise) until payment in full.

Reimbursement Obligation of the Borrower. In the event of any drawing under any Letter of Credit, the Borrower agrees to reimburse (either with the proceeds of a Revolving Credit Loan as provided for in this Section 3.5 or with funds from other sources), in same day funds, the applicable Issuing Lender on each date on which such the Issuing Lender notifies the Borrower of the date and amount of a draft paid by it under any Letter of Credit for the amount of (a) such draft so paid and (b) any amounts referred to in Section 3.3(c) incurred by such the Issuing Lender in connection with such payment. Unless the Borrower shall immediately notify such the Issuing Lender that the Borrower intends to reimburse such the Issuing Lender for such drawing from other sources or funds, the Borrower shall be deemed to have timely given a Notice of Borrowing to the Administrative Agent requesting that the Revolving Credit Lenders make a Revolving Credit Loan bearing interest at the Base Rate on the applicable repayment such date in the amount of (ia) such draft so paid and (iib) any amounts referred to in Section 3.3(c) incurred by such the Issuing Lender in connection with such payment, and the Revolving Credit Lenders shall make a Revolving Credit Loan bearing interest at the Base Rate in such amount, the proceeds of which shall be applied to reimburse such the Issuing Lender for the amount of the related drawing and such fees costs and expenses. Each Revolving Credit Lender acknowledges and agrees that its obligation to fund a Revolving Credit Loan in accordance with this Section 3.5 to reimburse such the Issuing Lender for any draft paid under a Letter of Credit issued by it is absolute and unconditional and shall not be affected by any circumstance whatsoever, including including, without limitation, non-satisfaction of the conditions set forth in Section 2.3(a) or Article VI. If the Borrower has elected to pay the amount of such drawing with funds from other sources and shall fail to reimburse such the Issuing Lender as provided above, the unreimbursed amount of such drawing shall bear interest at the rate which would be payable on any outstanding Base Rate Loans which were then overdue from the date such amounts become payable (whether at stated maturity, by acceleration or otherwise) until payment in full.

Reimbursement Obligation of the Borrower. In the event of any drawing under any Letter of Credit, the Borrower agrees to reimburse (either with the proceeds of a Revolving Credit Loan as provided for in this Section or with funds from other sources), in same day funds, the applicable Issuing Lender on each date on which such Issuing Lender notifies the Original Borrower of the date and amount of a draft paid by it under any Letter of Credit for the amount of (a) such draft so paid and (b) any amounts referred to in Section 3.3(c) incurred by such Issuing Lender in connection with such payment. The applicable Issuing Lender shall promptly deliver written notice of any drawing under any Letter of Credit issued by such Issuing Lender to the Administrative Agent and the Original Borrower. Unless the Borrower shall immediately notify such the applicable Issuing Lender that the Borrower intends to reimburse such Issuing Lender for such drawing from other sources or funds, the Borrower shall be deemed to have timely given a Notice of Borrowing to the Administrative Agent requesting that the Revolving Credit Lenders make a Revolving Credit Loan bearing interest at the Base Rate on the applicable repayment such date in the amount of (ia) such draft so paid and (iib) any amounts referred to in Section 3.3(c) incurred by such Issuing Lender in connection with such payment, and the Revolving Credit Lenders shall make a Revolving Credit Loan bearing interest at the Base Rate in such amount, the proceeds of which shall be applied to reimburse such Issuing Lender for the amount of the related drawing and such fees costs and expenses. Each Revolving Credit Lender acknowledges and agrees that its obligation to fund a Revolving Credit Loan in accordance with this Section to reimburse such the applicable Issuing Lender for any draft paid under a Letter of Credit issued by it is absolute and unconditional and shall not be affected by any circumstance whatsoever, including including, without limitation, non-satisfaction of the conditions set forth in Section 2.3(a) or Article VI. V. If the Borrower has elected to pay the amount of such drawing with funds from other sources and shall fail to reimburse such the applicable Issuing Lender as provided above, the unreimbursed amount of such drawing shall bear interest at the rate which would be payable on any outstanding Base Rate Loans which were then overdue from the date such amounts become payable (whether at stated maturity, by acceleration or otherwise) until payment in full.

Reimbursement Obligation of the Borrower. In order to induce the event of any drawing under any Letter of CreditL/C Issuer to issue, the Borrower agrees to reimburse (either with the proceeds of a Revolving Credit Loan as provided for in this Section or with funds from other sources), in same day funds, the applicable Issuing Lender on extend and renew each date on which such Issuing Lender notifies the Borrower of the date and amount of a draft paid by it under any Letter of Credit for the amount of (a) such draft so paid and (b) any amounts referred to in Section 3.3(c) incurred by such Issuing Lender in connection with such payment. Unless the Borrower shall immediately notify such Issuing Lender that the Borrower intends to reimburse such Issuing Lender for such drawing from other sources or funds, the Borrower shall be deemed to have timely given a Notice of Borrowing to the Administrative Agent requesting that the Revolving Credit Lenders make a Revolving Credit Loan bearing interest at the Base Rate on the applicable repayment date in the amount of (i) such draft so paid and (ii) any amounts referred to in Section 3.3(c) incurred by such Issuing Lender in connection with such payment, and the Revolving Credit Lenders to participate therein, the Borrower shall make a reimburse or pay to the L/C Issuer, for the account of the L/C Issuer or (as the case may be) the Revolving Credit Loan bearing interest at Lenders, with respect to each Letter of Credit issued, extended or amended by the Base Rate in L/C Issuer for the account of the Borrower or its Subsidiary hereunder, by not later than 11:00 a.m., Pacific time, on each date that any draft presented under such amountLetter of Credit is honored (the “Honor Date”) by the L/C Issuer, or the proceeds L/C Issuer otherwise makes a payment with respect thereto, (i) the amount paid by the L/C Issuer under or with respect to such Letter of which shall be applied to reimburse such Issuing Lender for Credit and (ii) the amount of any taxes, fees, charges or other costs and expenses whatsoever incurred by the related drawing and L/C Issuer or any Lender in connection with any payment made by the L/C Issuer or any Lender under, or with respect to, such fees and expensesLetter of Credit. Each In addition, (x) upon the reduction (but not termination) of the Total Commitment to an amount less than the Maximum Drawing Amount, the Borrower shall reimburse or pay to the L/C Issuer, for the account of the L/C Issuer or (as the case may be) the Revolving Credit Lender acknowledges Lenders, an amount equal to such difference, which amount shall be held by the Administrative Agent for the benefit of the Lenders and agrees that its obligation the L/C Issuer as Cash Collateral for all Reimbursement Obligations, and (y) upon the termination of the Total Commitment, or the acceleration of the Reimbursement Obligations with respect to fund a Revolving all Letters of Credit Loan in accordance with this Section §13, the Borrower shall reimburse or pay to reimburse such Issuing Lender the L/C Issuer, for any draft paid under a Letter of Credit issued by it is absolute and unconditional and shall not be affected by any circumstance whatsoever, including non-satisfaction the account of the conditions set forth L/C Issuer or (as the case may be) the Revolving Credit Lenders, an amount equal to the then Maximum Drawing Amount on all Letters of Credit, which amount shall be held by the Administrative Agent for the benefit of the Lenders and the L/C Issuer as Cash Collateral for all Reimbursement Obligations. Each such payment shall be made to the L/C Issuer at the Administrative Agent’s Office in Section 2.3(a) or Article VIimmediately available funds. If Interest on any and all amounts remaining unpaid by the Borrower has elected to pay the amount of such drawing with funds from other sources and shall fail to reimburse such Issuing Lender as provided above, the unreimbursed amount of such drawing shall bear interest under this §4.2 at the rate which would be payable on any outstanding Base Rate Loans which were then overdue time from the date such amounts become due and payable (whether at as stated maturityin this §4.2, by acceleration or otherwise) until payment in fullfull (whether before or after judgment) shall be payable to the Administrative Agent, for the benefit of the Lenders and the L/C Issuer, on demand at the rate specified in §5.10 for overdue principal on the Revolving Credit Loans.

Reimbursement Obligation of the Borrower. In the event of any drawing under any Letter of Credit, the Borrower agrees to reimburse (either with the proceeds of a Revolving Credit Loan as provided for in this Section or with funds from other sources), in same day funds, the applicable Issuing Lender on each date on which such Issuing Lender notifies the Borrower of the date and amount of a draft paid by it under any Letter of Credit for the amount of (a) such draft so paid and (b) any amounts referred to in Section 3.3(c) incurred by such Issuing Lender in connection with such payment. Unless the Borrower shall immediately notify such Issuing Lender that the Borrower intends to reimburse such Issuing Lender for such drawing from other sources or funds, the Borrower shall be deemed to have timely given a Notice of Borrowing to the Administrative Agent requesting that the Revolving Credit Lenders make a Revolving Credit Loan bearing interest at the Base Rate on the applicable repayment date in the amount of (i) such draft so paid and (ii) any amounts referred to in Section 3.3(c) incurred by such Issuing Lender in connection with such payment, and the Revolving Credit Lenders shall make a Revolving Credit Loan bearing interest at the Base Rate in such amount, the proceeds of which shall be applied to reimburse such Issuing Lender for the amount of the related drawing and such fees and expenses. Each Revolving Credit Lender acknowledges and agrees that its obligation to fund a Revolving Credit Loan in accordance with this Section to reimburse such Issuing Lender for any draft paid under a Letter of Credit issued by it is absolute and unconditional and shall not be affected by any circumstance whatsoever, including including, without limitation, non-satisfaction of the conditions set forth in Section 2.3(a) or Article VI. If the Borrower has elected to pay the amount of such drawing with funds from other sources and shall fail to reimburse such Issuing Lender as provided above, the unreimbursed amount of such drawing shall bear interest at the rate which would be payable on any outstanding Base Rate Loans which were then overdue from the date such amounts become payable (whether at stated maturity, by acceleration or otherwise) until payment in full.

Reimbursement Obligation of the Borrower. In the event of any drawing under any Letter of Credit, the Borrower agrees to reimburse (either with the proceeds of a Revolving Credit Loan as provided for in this Section or with funds from other sources), in same day fundsfunds in the applicable Permitted Currency in which such Letter of Credit was denominated, the applicable Issuing Lender on each date on which such Issuing Lender notifies the Borrower of the date and amount of a draft paid by it under any Letter of Credit for the amount of (a) such draft so paid and (b) any amounts referred to in Section 3.3(c) incurred by such Issuing Lender in connection with such payment. The applicable Issuing Lender shall promptly deliver written notice of any drawing under any Letter of Credit issued by such Issuing Lender to the Administrative Agent and the Borrower. Unless the Borrower shall immediately notify such the applicable Issuing Lender that the Borrower intends to reimburse such Issuing Lender for such drawing from other sources or funds, the Borrower shall be deemed to have timely given a Notice of Borrowing to the Administrative Agent requesting that the Revolving Credit Lenders make a Revolving Credit Loan bearing interest at the Base Rate on (to the extent that the applicable repayment Letter of Credit was denominated in Dollars) or the Canadian Prime Rate (to the extent that the applicable Letter of Credit was denominated in Canadian Dollars) on such date in the amount of (ia) such draft so paid and (iib) any amounts referred to in Section 3.3(c) incurred by such Issuing Lender in connection with such payment, and the Revolving Credit Lenders shall make a such Revolving Credit Loan bearing interest at the Base Rate in such amountLoan, the proceeds of which shall be applied to reimburse such Issuing Lender for the amount of the related drawing and such fees costs and expenses. Each Revolving Credit Lender acknowledges and agrees that its obligation to fund a Revolving Credit Loan in accordance with this Section to reimburse such the applicable Issuing Lender for any draft paid under a Letter of Credit issued by it is absolute and unconditional and shall not be affected by any circumstance whatsoever, including including, without limitation, non-satisfaction of the conditions set forth in Section 2.3(a) or Article VI. V. If the Borrower has elected to pay the amount of such drawing with funds from other sources and shall fail to reimburse such the applicable Issuing Lender as provided above, the unreimbursed amount of such drawing shall bear interest at the rate which would be payable on any outstanding Base Rate Loans (with respect to any amount payable in Dollars) or any outstanding Canadian Prime Rate Loans (with respect to any amount payable in Canadian Dollars), in each case which were then overdue overdue, from the date such amounts become payable (whether at stated maturity, by acceleration or otherwise) until payment in full.

Reimbursement Obligation of the Borrower. In the event If demand of any drawing payment (which may include a draft) is made under any Letter of Credit, the Issuing Lender will notify the Borrower and the Agent of the date and the amount thereof and the Agent, will likewise notify the other Lenders. The Borrower agrees to reimburse (either with the proceeds of a Revolving Credit Loan as provided for in this Section or with funds from other sources), in same day funds, the applicable Issuing Lender for the benefit of the Lenders, on each date on which such the Issuing Lender notifies the Borrower pays an amount pursuant to such a demand of the date and amount of a draft paid by it payment under any Letter of Credit for the amount of (a) such draft amount so paid paid, and (b) any amounts referred to in Section 3.3(c) Taxes, fees, charges or other costs or expenses reasonably incurred by such the Issuing Lender in connection with such payment. Unless the Borrower shall immediately notify such Issuing Lender that the Borrower intends to reimburse such Issuing Lender for such drawing from other sources or funds, the Borrower shall be deemed to have timely given a Notice of Borrowing to the Administrative Agent requesting that the Revolving Credit Lenders make a Revolving Credit Loan bearing interest at the Base Rate on the applicable repayment date in the amount of (i) such draft so paid and (ii) any amounts referred to in Section 3.3(c) incurred by such Issuing Lender in connection with such payment, and failing which the Revolving Credit Lenders shall make a Revolving Credit Loan bearing interest at payment by the Base Rate in such amount, the proceeds of which shall be applied to reimburse such Issuing Lender for the amount of the related such drawing and on such fees and expenses. Each Revolving Credit Lender acknowledges and agrees that its obligation to fund a Revolving Credit Loan in accordance with this Section to reimburse such Issuing Lender for any draft paid under a Letter of Credit issued shall constitute the making of a Canadian Prime Rate Loan or a U.S. Base Rate Loan as provided below. Each such payment will be made to the Issuing Lender in the same currency as the amount paid by it is absolute the Issuing Lender and unconditional and shall not be affected by any circumstance whatsoever, including non-satisfaction of the conditions set forth in Section 2.3(a) or Article VIimmediately available funds. If the Borrower has elected does not make any payment required by the preceding sentence from the proceeds of Advances obtained hereunder or otherwise, the Agent will, without receipt of a Notice of Drawdown and irrespective of whether any other applicable conditions precedent specified herein have been satisfied, make a Canadian Prime Rate Loan where the currency of such required payment is Canadian Dollars, or a U.S. Base Rate Loan where the currency of such required payment is in U.S. Dollars, to pay the Borrower in the aggregate amount of such drawing required payment, and will forthwith give notice thereof to the Borrower and the Lenders. The Borrower agrees to accept each such Advance and hereby irrevocably authorizes and directs the Agent and the Lenders to apply the proceeds thereof in payment of the liability of the Borrower with funds from other sources and shall fail respect to reimburse such Issuing Lender as provided above, the unreimbursed amount of such drawing shall bear interest at the rate which would be payable on any outstanding Base Rate Loans which were then overdue from the date such amounts become payable (whether at stated maturity, by acceleration or otherwise) until payment in fullrequired payment.

Reimbursement Obligation of the Borrower. In the event of any drawing under any Letter of Credit, the The Borrower agrees to reimburse (either with the proceeds of a Revolving Credit Loan as provided for in this Section or with funds from other sources), in same day funds, the applicable Issuing Lender on each date on which such the Issuing Lender notifies the Borrower of the date and amount of a draft paid by it under any Letter of Credit for the amount of (a) such draft so paid and (b) any amounts referred to in Section 3.3(c) taxes, fees, charges or other costs or expenses incurred by such the Issuing Lender in connection with such payment. Unless Each such payment shall be made to the Borrower shall immediately notify such Issuing Lender that the Borrower intends to reimburse such Issuing Lender at its address for such drawing from other sources or funds, the Borrower shall be deemed to have timely given a Notice of Borrowing to the Administrative Agent requesting that the Revolving Credit Lenders make a Revolving Credit Loan bearing interest at the Base Rate on the applicable repayment date notices specified herein in the amount of (i) such draft so paid and (ii) any amounts referred to in Section 3.3(c) incurred by such Issuing Lender in connection with such payment, and the Revolving Credit Lenders shall make a Revolving Credit Loan bearing interest at the Base Rate in such amount, the proceeds of which shall be applied to reimburse such Issuing Lender for the amount lawful money of the related drawing United States and such fees and expensesin immediately available funds. Each Revolving Credit Lender acknowledges and agrees that its obligation to fund a Revolving Credit Loan in accordance with this Section to reimburse such Issuing Lender for any draft paid under a Letter of Credit issued by it is absolute and unconditional and Interest shall not be affected by any circumstance whatsoever, including non-satisfaction of the conditions set forth in Section 2.3(a) or Article VI. If the Borrower has elected to pay the amount of such drawing with funds from other sources and shall fail to reimburse such Issuing Lender as provided above, the unreimbursed amount of such drawing shall bear interest at the rate which would be payable on any outstanding Base Rate Loans which were then overdue and all amounts remaining unpaid by the Borrower under this Article III from the date such amounts become payable (whether at stated maturity, by acceleration or otherwise) until payment in fullfull at the rate which would be payable on any outstanding Base Rate Loans which were then overdue. If the Borrower fails to timely reimburse the Issuing Lender on the date the Borrower receives the notice referred to in this Section 3.5, the Borrower shall be deemed to have timely given a Notice of Borrowing hereunder to the Administrative Agent requesting the Lenders to make a Base Rate Loan on such date in an amount equal to the amount of such drawing and, regardless of whether or not the conditions precedent specified in Article V have been satisfied, the Lenders shall make Base Rate Loans in such amount, the proceeds of which shall be applied to reimburse the Issuing Lender for the amount of the related drawing and costs and expenses.

Reimbursement Obligation of the Borrower. In the event of any drawing under any Letter of Credit, the Borrower agrees to reimburse (either with the proceeds of a Revolving Credit Loan as provided for in this Section or with funds from other sources), in same day funds, the applicable Issuing Lender on each date on which such Issuing Lender notifies the Borrower of the date and amount of a draft paid by it under any Letter of Credit for the amount of (a) such draft so paid and (b) any amounts referred to in Section 3.3(c) incurred by such Issuing Lender in connection with such payment. Unless the Borrower shall immediately notify such Issuing Lender that the Borrower intends to reimburse such Issuing Lender for such drawing from other sources or funds, the Borrower shall be deemed to have timely given a Notice of Borrowing to the Administrative Agent requesting that the Revolving Credit Lenders make a Revolving Credit Loan bearing interest at the as a Base Rate Loan on the applicable repayment date in the amount of (i) such draft so paid and (ii) any amounts referred to in Section 3.3(c) incurred by such Issuing Lender in connection with such payment, and the Revolving Credit Lenders shall make a Revolving Credit Loan bearing interest at the as a Base Rate Loan in such amount, the proceeds of which shall be applied to reimburse such Issuing Lender for the amount of the related drawing and such fees and expenses. Each Revolving Credit Lender acknowledges and agrees that its obligation to fund a Revolving Credit Loan in accordance with this Section to reimburse such Issuing Lender for any draft paid under a Letter of Credit issued by it is absolute and unconditional and shall not be affected by any circumstance whatsoever, including including, without limitation, non-satisfaction of the conditions set forth in Section 2.3(a) or Article VI. If the Borrower has elected to pay the amount of such drawing with funds from other sources and shall fail to reimburse such Issuing Lender as provided above, or if the amount of such drawing is not fully refunded through a Base Rate Loan as provided above, the unreimbursed amount of such drawing shall bear interest at the rate which would be payable on any outstanding Base Rate Loans which were then overdue from the date such amounts become payable (whether at stated maturity, by acceleration or otherwise) until payment in full.

Reimbursement Obligation of the Borrower. In The Borrower agrees, in accordance with the event terms of any drawing under any Letter the provisions of Creditthis Section, the Borrower agrees to reimburse (either with a) in the proceeds case of a Revolving Credit Loan as provided for in this Section or with funds from other sources), in same day funds, the applicable Issuing Lender on each date on which such Issuing Lender notifies the Borrower of the date and amount of a draft paid by it under any Letter of Credit for the amount of (a) such draft so paid and (b) any amounts referred to in Section 3.3(c) incurred issued by such an Issuing Lender in connection with such payment. Unless the Borrower shall immediately notify such Issuing Lender that the Borrower intends to reimburse which is a Lender, such Issuing Lender for such drawing from other sources or funds, the Borrower shall be deemed to have timely given a Notice of Borrowing to the Administrative Agent requesting that the Revolving Credit Lenders make a Revolving Credit Loan bearing interest at the Base Rate on the applicable repayment date in the amount of (i) such draft so paid and (ii) any amounts referred to in Section 3.3(c) taxes, fees, charges or other costs or expenses incurred by such the Issuing Lender in connection with such payment, payment and (b) in the Revolving Credit Lenders shall make a Revolving Credit Loan bearing interest at the Base Rate in such amount, the proceeds case of which shall be applied to reimburse such Issuing Lender for the amount of the related drawing and such fees and expenses. Each Revolving Credit Lender acknowledges and agrees that its obligation to fund a Revolving Credit Loan in accordance with this Section to reimburse such Issuing Lender for any draft paid under a Letter of Credit issued by it an Issuing Lender which is absolute and unconditional and not a Lender, the Administrative Agent for the amount of any payment made by the Administrative Agent in respect of any drawing under any such Letter of Credit. Each such payment shall not be affected by any circumstance whatsoevermade to the relevant Issuing Lender or the Administrative Agent, including non-satisfaction as the case may be, at its address for notices specified herein in lawful money of the conditions United States of America and in immediately available funds. If any draft shall be presented for payment under any Letter of Credit, (a) in the case of any Letter of Credit issued by an Issuing Lender which is a Lender, such Issuing Lender shall promptly notify the Borrower of the date and amount thereof and (b) in the case of any Letter of Credit issued by an Issuing Lender which is not a Lender, the Administrative Agent shall promptly notify the Borrower of the date and amount thereof. If the relevant Issuing Lender or the Administrative Agent, as the case may be, notifies the Borrower prior to 12:00 Noon, New York City time, on any Business Day, of any drawing under any Letter of Credit, the Borrower shall reimburse such Issuing Lender or the Administrative Agent, as the case may be, pursuant to this Section with respect to such drawing on the next Business Day. If the relevant Issuing Lender or the Administrative Agent, as the case may be, notifies the Borrower after 12:00 Noon, New York City time, on any Business Day of any drawing under any Letter of Credit, the Borrower shall reimburse such Issuing Lender or the Administrative Agent, as the case may be, pursuant to this Section with respect to such drawing on the second succeeding Business Day. Interest shall be payable on any and all amounts remaining unpaid by the Borrower under this Section from the date of the related drawing until payment in full at the rate set forth in (i) until the second Business Day following the date of such drawing, Section 2.3(a2.15(b) and (ii) thereafter, Section 2.15(c). Each drawing under any Letter of Credit shall (unless an event of the type described in clause (i) or Article VI. If (ii) of Section 8(f) shall have occurred and be continuing with respect to the Borrower, in which case the procedures specified in Section 3.4 for funding by L/C Participants shall apply) constitute a request by the Borrower has elected to pay the Administrative Agent for a borrowing pursuant to Section 2.5 of Base Rate Loans (or, at the option of the Administrative Agent and the Swing Line Lender in their sole discretion, a borrowing pursuant to Section 2.7 of Swing Line Loans) in the amount of such drawing drawing. The Borrowing Date with funds from other sources and respect to such borrowing shall fail to reimburse such Issuing Lender as provided above, be the unreimbursed amount date of such drawing shall bear interest at the rate which would be payable on any outstanding Base Rate Loans which were then overdue from the date such amounts become payable (whether at stated maturity, by acceleration or otherwise) until payment in fulldrawing.

Reimbursement Obligation of the Borrower. In the event of any drawing under any Letter of Credit, the Borrower agrees to reimburse (either with the proceeds of a Revolving Credit Loan as provided for in this Section or with funds from other sources), in same day funds, the applicable Issuing Lender on each date on which such the Issuing Lender notifies the Borrower of the date and amount of a draft paid by it under any Letter of Credit for the amount of (a) such draft so paid and (b) any amounts referred to in Section 3.3(c) incurred by such the Issuing Lender in connection with such payment. Unless the Borrower shall immediately notify such the Issuing Lender that the Borrower intends to reimburse such the Issuing Lender for such drawing from other sources or funds, the Borrower shall be deemed to have timely given a Notice of Borrowing to the Administrative Agent requesting that the Revolving Credit Lenders make a Revolving Credit Loan bearing interest at the Borrowing of Base Rate Loans on the applicable repayment such date in the amount of (ia) such draft so paid and (iib) any amounts referred to in Section 3.3(c) incurred by such the Issuing Lender in connection with such payment, and the Revolving Credit Lenders shall make a Revolving Credit Loan bearing interest at the Borrowing of Base Rate Loans in such amount, the proceeds of which shall be applied to reimburse such the Issuing Lender for the amount of the related drawing and such fees costs and expenses. Each Revolving Credit Lender acknowledges and agrees that its obligation to fund a Revolving Credit Loan in accordance with this Section to reimburse such the Issuing Lender for any draft paid under a Letter of Credit issued by it is absolute and unconditional and shall not be affected by any circumstance whatsoever, including including, without limitation, non-satisfaction of the conditions set forth in Section 2.3(a) or Article VI. V. If the Borrower has elected to pay the amount of such drawing with funds from other sources and shall fail to reimburse such the Issuing Lender as provided above or if the amount of such drawing is not fully funded through a Revolving Credit Loan as provided above, the unreimbursed amount of such drawing shall bear interest at the rate which would be payable on any outstanding Base Rate Loans which were then overdue from the date such amounts become payable (whether at stated maturity, by acceleration or otherwise) until payment in full.

Reimbursement Obligation of the Borrower. In the event of any drawing under any Letter of Credit, the Borrower agrees to reimburse (either with the proceeds of a Revolving Credit Loan as provided for in this Section 3.5 or with funds from other sources), in same day funds, the applicable Issuing Lender not later than 1:00 p.m. on each date on which such Issuing Lender notifies the Borrower of the date and amount of a draft paid by it under any Letter of Credit next succeeding Business Day for the amount of (a) such draft so paid and (b) any amounts referred to in Section 3.3(c) incurred by such the Issuing Lender in connection with such payment. The Issuing Lender shall deliver written notice of any drawing under a Letter of Credit to the Administrative Agent and the Borrower. Unless the Borrower shall immediately notify such the Issuing Lender that the Borrower intends to reimburse such the Issuing Lender for such drawing from other sources or funds, the Borrower shall be deemed to have timely given a Notice of Borrowing to the Administrative Agent requesting that the Revolving Credit Lenders make a Revolving Credit Loan bearing interest at the Base Rate on the applicable repayment such date in the amount of (ia) such draft so paid and (iib) any amounts referred to in Section 3.3(c) incurred by such the Issuing Lender in connection with such payment, and the Revolving Credit Lenders shall make a Revolving Credit Loan bearing interest at the Base Rate in such amount, the proceeds of which shall be applied to reimburse such the Issuing Lender for the amount of the related drawing and such fees costs and expenses. Each Revolving Credit Lender acknowledges and agrees that its obligation to fund a Revolving Credit Loan in accordance with this Section 3.5 to reimburse such the Issuing Lender for any draft paid under a Letter of Credit issued by it is absolute and unconditional and shall not be affected by any circumstance whatsoever, including including, without limitation, non-satisfaction of the conditions set forth in Section 2.3(a) or Article VI. If the Borrower has elected to pay the amount of such drawing with funds from other sources and shall fail to reimburse such the Issuing Lender as provided above, the unreimbursed amount of such drawing shall bear interest at the rate which would be payable on any outstanding Base Rate Loans which were then overdue from the date such amounts become payable (whether at stated maturity, by acceleration or otherwise) until payment in full.

Reimbursement Obligation of the Borrower. In the event of any drawing under any Letter of Credit, the Borrower agrees to reimburse (either with the proceeds of a Revolving Credit Loan as provided for in this Section 3.05 or with funds from other sources), in same day funds, the applicable Issuing Lender on each date on which such the Issuing Lender notifies the Borrower of the date and amount of a draft paid by it under any Letter of Credit for the amount of (a) such draft so paid and (b) any amounts referred to in Section 3.3(c3.03(c) incurred by such the Issuing Lender in connection with such payment. Unless the Borrower shall immediately notify such the Issuing Lender that the Borrower intends to reimburse such the Issuing Lender for such drawing from other sources or funds, the Borrower shall be deemed to have timely given a Notice of Borrowing to the Administrative Agent requesting that the Revolving Credit Lenders make a Revolving Credit Loan bearing interest at the Base Rate on the applicable repayment such date in the amount of (ia) such draft so paid and (iib) any amounts referred to in Section 3.3(c3.03(c) incurred by such the Issuing Lender in connection with such payment, and the Revolving Credit Lenders shall make a Revolving Credit Loan bearing interest at the Base Rate in such amount, the proceeds of which shall be applied to reimburse such the Issuing Lender for the amount of the related drawing and such fees costs and expenses. Each Revolving Credit Lender acknowledges and agrees that its obligation to fund a Revolving Credit Loan in accordance with this Section 3.05 to reimburse such the Issuing Lender for any draft paid under a Letter of Credit issued by it is absolute and unconditional and shall not be affected by any circumstance whatsoever, including non-satisfaction including, without limitation, the existence of a Default or an Event of Default other than a Default or Event of Default that the Issuing Lender had actual knowledge of at the time of the conditions set forth in Section 2.3(a) or Article VIissuance of such Letter of Credit. If the Borrower has elected to pay the amount of such drawing with funds from other sources and shall fail to reimburse such the Issuing Lender as provided above, the unreimbursed amount of such drawing shall bear interest at in the rate which would be payable on any outstanding Base Rate Loans which were then overdue from the date such amounts become payable (whether at stated maturity, by acceleration or otherwise) until payment in full.

Reimbursement Obligation of the Borrower. In the event of any drawing under any Letter of Credit, the Borrower agrees, and, in the case of the Existing Letters of Credit, the Borrower agrees to cause Fossil Partners, to reimburse (either with the proceeds of a Revolving Credit Loan as provided for in this Section or with funds from other sources), in same day funds, the applicable Issuing Lender on each date on which such the Issuing Lender notifies the Borrower of the date and amount of a draft paid by it under any Letter of Credit for the amount of (a) such draft so paid and (b) any amounts referred to in Section 3.3(c) incurred by such the Issuing Lender in connection with such payment. Unless the Borrower shall immediately notify such the Issuing Lender that the Borrower intends to reimburse such the Issuing Lender for such drawing from other sources or funds, the Borrower shall be deemed to have timely given a Notice of Borrowing to the Administrative Agent requesting that the Revolving Credit Lenders make a Revolving Credit Loan bearing interest at the as a Base Rate Loan on the applicable repayment such date in the amount of (i) such draft so paid and (ii) any amounts referred to in Section 3.3(c) incurred by such the Issuing Lender in connection with such payment, and the Revolving Credit Lenders shall make a Revolving Credit Loan bearing interest at the as a Base Rate Loan in such amount, the proceeds of which shall be applied to reimburse such the Issuing Lender for the amount of the related drawing and such fees costs and expenses. Each Revolving Credit Lender acknowledges and agrees that its obligation to fund a Revolving Credit Loan in accordance with this Section to reimburse such the Issuing Lender for any draft paid under a Letter of Credit issued by it is absolute and unconditional and shall not be affected by any circumstance whatsoever, including including, without limitation, non-satisfaction of the conditions set forth in Section 2.3(a) or Article VI. If the Borrower has elected to pay the amount of such drawing with funds from other sources and shall fail to reimburse such the Issuing Lender as provided above, the unreimbursed amount of such drawing shall bear interest at the rate which would be payable on any outstanding Base Rate Loans which were then overdue from the date such amounts become payable (whether at stated maturity, by acceleration or otherwise) until payment in full.

Reimbursement Obligation of the Borrower. In the event of any drawing under any Letter of Credit, the Borrower agrees to reimburse (either with the proceeds of a Revolving Credit Loan as provided for in this Section or with immediately available funds from other sources), in same day funds, the applicable Issuing Lender on each date on which such the Issuing Lender notifies has provided notice to the Borrower of the date and amount of a draft paid by it under any Letter of Credit for the amount of (a) such draft so paid and (b) any amounts referred to in Section 3.3(c) incurred by such the Issuing Lender in connection with such payment. Unless Such payment shall be made not later than 2:00 p.m. on (i) the Borrower shall immediately notify such Issuing Lender Business Day that the Borrower intends receives such notice, if such notice is received prior to reimburse 10:00 a.m. on such Issuing Lender for day or (ii) the Business Day after the Borrower receives such drawing from other sources or fundsnotice, if such notice is received after 10:00 a.m. on such day. If the Borrower does not make such payment when due, the Borrower shall be deemed to have timely given a Notice of Borrowing to the Administrative Agent requesting that the Revolving Credit Lenders make a Revolving Credit Loan bearing interest at the Base Rate on the applicable repayment such date in the amount of (ia) such draft so paid and (iib) any amounts referred to in Section 3.3(c) incurred by such the Issuing Lender in connection with such payment, and the Revolving Credit Lenders shall make a Revolving Credit Loan bearing interest at the Base Rate in such amount, the proceeds of which shall be applied to reimburse such the Issuing Lender for the amount of the related drawing and such fees costs and expenses. Each Revolving Credit Lender acknowledges and agrees that its obligation to fund a Revolving Credit Loan in accordance with this Section to reimburse such the Issuing Lender for any draft paid under a Letter of Credit issued by it is absolute and unconditional and shall not be affected by any circumstance whatsoever, including non-satisfaction of the conditions set forth in Section 2.3(a) or Article VI. If the Borrower has elected to pay the amount of such drawing with funds from other sources and shall fail to reimburse such the Issuing Lender as provided above, the unreimbursed amount of such drawing shall bear interest at the rate which would be payable on any outstanding Base Rate Loans which were then overdue from the date such amounts become payable (whether at stated maturity, by acceleration or otherwise) until payment in full.

Reimbursement Obligation of the Borrower. In the event of any drawing under any Letter of Credit, the Borrower agrees to reimburse (either with the proceeds of a Revolving Credit Loan as provided for in this Section or with funds from other sources), in same day funds, the applicable Issuing Lender on each date on which such Issuing Lender notifies the Borrower of the date and amount of a draft paid by it under any Letter of Credit for the amount of (a) such draft so paid and (b) any amounts referred to in Section 3.3(c) incurred by such Issuing Lender in connection with such payment. Unless the Borrower shall immediately notify such the Administrative Agent and the applicable Issuing Lender that the Borrower intends to reimburse such Issuing Lender for such drawing from other sources or funds, the Borrower shall be deemed to have timely given a Notice of Borrowing to the Administrative Agent requesting that the Revolving Credit Lenders make a Revolving Credit Loan bearing interest at the Base Rate on the applicable repayment such date in the amount of (ia) such draft so paid and (iib) any amounts referred to in Section 3.3(c) incurred by such Issuing Lender in connection with such payment, and the Revolving Credit Lenders shall make a Revolving Credit Loan bearing interest at the Base Rate in such amount, the proceeds of which shall be applied to reimburse such Issuing Lender for the amount of the related drawing and such fees costs and expenses. Each Revolving Credit Lender acknowledges and agrees that its obligation to fund a Revolving Credit Loan in accordance with this Section to reimburse such the applicable Issuing Lender for any draft paid under a Letter of Credit issued by it is absolute and unconditional and shall not be affected by any circumstance whatsoever, including non-satisfaction of the conditions set forth in Section 2.3(a) or Article VI. V. If the Borrower has elected to pay the amount of such drawing with funds from other sources and shall fail to reimburse such the applicable Issuing Lender as provided above, the unreimbursed amount of such drawing shall bear interest at the rate which that would be payable on any outstanding Base Rate Loans which that were then overdue from the date such amounts become payable (whether at stated maturity, by acceleration or otherwise) until payment in full.

Reimbursement Obligation of the Borrower. In the event of any drawing under any Letter of Credit, the Borrower agrees to reimburse (either with the proceeds of a Revolving Credit Loan as provided for in this Section or with funds from other sources), in same day funds, the applicable Issuing Lender on each date on which such the Issuing Lender notifies the Borrower of the date and amount of a draft paid by it under any Letter of Credit for the amount of (a) such draft so paid and (b) any amounts referred to in Section 3.3(c) incurred by such the Issuing Lender in connection with such payment. Unless the Borrower shall immediately notify such the Issuing Lender that the Borrower intends to reimburse such the Issuing Lender for such drawing from other sources or funds, the Borrower shall be deemed to have timely given a Notice of Borrowing to the Administrative Agent requesting that the Revolving Credit Lenders make a Revolving Credit Loan bearing interest at the as a Base Rate Loan on the applicable repayment such date in the amount of (ia) such draft so paid and (iib) any amounts referred to in Section 3.3(c) incurred by such the Issuing Lender in connection with such payment, and the Revolving Credit Lenders shall make a Revolving Credit Loan bearing interest at the as a Base Rate Loan in such amount, the proceeds of which shall be applied to reimburse such the Issuing Lender for the amount of the related drawing and such fees costs and expenses. Each Revolving Credit Lender acknowledges and agrees that its obligation to fund a Revolving Credit Loan in accordance with this Section to reimburse such the Issuing Lender for any draft paid under a Letter of Credit issued by it is absolute and unconditional and shall not be affected by any circumstance whatsoever, including including, without limitation, non-satisfaction of the conditions set forth in Section 2.3(a) or Article VI. If the Borrower has elected to pay the amount of such drawing with funds from other sources and shall fail to reimburse such the Issuing Lender as provided above, the unreimbursed amount of such drawing shall bear interest at the rate which would be payable on any outstanding Base Rate Loans which were then overdue from the date such amounts become payable (whether at stated maturity, by acceleration or otherwise) until payment in full.

Reimbursement Obligation of the Borrower. In the event of any drawing under any Letter of Credit, the Borrower agrees to reimburse (either with the proceeds of a Revolving Credit Loan or a Swingline Loan as provided for in this Section 3.5 or with funds from other sources), in same day funds, the applicable Issuing Lender on each date on which such the Issuing Lender notifies the Borrower of the date and amount of a draft paid by it under any Letter of Credit for the Dollar Equivalent amount of (a) such draft so paid and (b) any amounts referred to in Section 3.3(c) incurred by such the Issuing Lender in connection with such payment. Unless the Borrower shall immediately notify such the Issuing Lender that the Borrower intends to reimburse such the Issuing Lender for such drawing from other sources or funds, the Borrower shall be deemed to have timely given a Notice of Borrowing to the Administrative Agent requesting that the Revolving Credit Lenders make a Revolving Credit Loan or, if less than the minimum amount for such Loan, a Swingline Loan, bearing interest at the Base Rate on the applicable repayment such date in the Dollar Equivalent amount of (ia) such draft so paid and (iib) any amounts referred to in Section 3.3(c) incurred by such the Issuing Lender in connection with such payment, and (not later than one (1) Business Day after being given notice thereof by the Revolving Credit Administrative Agent by telecopier (or by telephone promptly confirmed by telecopier)) the Lenders shall make a Revolving Credit Loan or, if less than the minimum amount for such Loan, a Swingline Loan, bearing interest at the Base Rate in such amount, the proceeds of which shall be applied to reimburse such the Issuing Lender for the amount of the related drawing and such fees costs and expenses. Each Revolving Credit Lender acknowledges and agrees that its obligation to fund a Revolving Credit Loan or, if less than the minimum amount for such Loan, a Swingline Loan, in accordance with this Section 3.5 to reimburse such the Issuing Lender for any draft paid under a Letter of Credit issued by it is absolute and unconditional and shall not be affected by any circumstance whatsoever, including including, without limitation, non-satisfaction of the conditions set forth in Section 2.3(a) or Article VIVII. If the Borrower has elected to pay the amount of such drawing with funds from other sources and shall fail to reimburse such the Issuing Lender as provided above, the unreimbursed amount of such drawing shall bear interest at the rate which would be payable on any outstanding Base Rate Loans which were then overdue from the date such amounts become payable (whether at stated maturity, by acceleration or otherwise) until payment in full.

Reimbursement Obligation of the Borrower. In the event of any drawing under any Letter of Credit, the Borrower agrees Borrowers agree to reimburse (either with the proceeds of a Revolving Credit Loan as provided for in this Section or with funds from other sources), in same day funds, the applicable Issuing Lender Bank on each date on which such the Issuing Lender Bank notifies the Borrower Borrowers of the date and amount of a draft paid by it under any Letter of Credit for the amount of (a) such draft so paid and (b) any amounts referred to in Section 3.3(c4.2(c) incurred by such the Issuing Lender Bank in connection with such payment. Unless the Borrower Borrowers shall immediately notify such the Issuing Lender Bank that the Borrower intends Borrowers intend to reimburse such the Issuing Lender Bank for such drawing from other sources or funds, the Borrower Borrowers shall be deemed to have timely given a Borrowing Notice of Borrowing to the Administrative Agent requesting that the Revolving Credit Lenders make a Revolving Credit Loan bearing interest at the consisting of a Base Rate Advance on the applicable repayment such date in the amount of (ia) such draft so paid and (iib) any amounts referred to in Section 3.3(c4.2(c) incurred by such the Issuing Lender Bank in connection with such payment, and the Revolving Credit Lenders shall make a Revolving Credit Loan bearing interest at the consisting of a Base Rate Advance in such amount, the proceeds of which shall be applied to reimburse such the Issuing Lender Bank for the amount of the related drawing and such fees costs and expenses. Each Revolving Credit Lender acknowledges and agrees that its obligation to fund a Revolving Credit Loan in accordance with this Section to reimburse such the Issuing Lender Bank for any draft paid under a Letter of Credit issued by it is absolute and unconditional and shall not be affected by any circumstance whatsoever, including including, without limitation, non-satisfaction of the conditions set forth in Section 2.3(a) 2.1 or Article VIVII. If the Borrower has Borrowers have elected to pay the amount of such drawing with funds from other sources and shall fail to reimburse such the Issuing Lender Bank as provided above, the unreimbursed amount of such drawing shall bear interest at the rate which would be payable on any outstanding Base Rate Loans Advances which were then overdue from the date such amounts become payable (whether at stated maturity, by acceleration or otherwise) until payment in full.

Reimbursement Obligation of the Borrower. In the event of any drawing under any Letter of Credit, the Borrower agrees to reimburse (either with the proceeds of a Revolving Credit Loan as provided for in this Section or with funds from other sources), in same day funds, the applicable An Issuing Lender on each date on which such Issuing Lender notifies shall notify the Borrower of the date and amount Dollar Amount of a draft paid by it any L/C Disbursement under any Letter of Credit and paid by such Issuing Lender. The Borrower agrees to reimburse such Issuing Lender in Dollars for the amount Dollar Amount of (a) such draft L/C Disbursement so paid (or if the Issuing Lender shall so elect in its sole discretion by notice to the Borrower, in such other Agreed Currency which was paid by the Issuing Lender pursuant to such L/C Disbursement in such Agreed Currency in an amount equal to the amount of such L/C Disbursement) and (b) any amounts referred to in Section 3.3(creasonable and documented fees, charges or other costs or expenses (other than taxes or similar amounts) incurred by such Issuing Lender in connection with such payment. Unless payment on the Business Day after the Borrower receives such notice. Each such payment shall immediately notify be made to such Issuing Lender that at its address for notices referred to herein in Dollars (or if the Issuing Lender shall so elect in its sole discretion by notice to the Borrower, in such other Agreed Currency which was paid by the Issuing Lender pursuant to such L/C Disbursement in such Agreed Currency in an amount equal to the amount of such L/C Disbursement) and in immediately available funds. Each L/C Disbursement under any Letter of Credit shall (unless an event of the type described in clause (i) or (ii) of Section 9.1(f) shall have occurred and be continuing with respect to the Borrower, in which case the procedures specified in Section 3.8 for funding by L/C Participants shall apply) constitute a request by the Borrower intends to reimburse such Issuing Lender for such drawing from other sources or funds, the Borrower shall be deemed to have timely given a Notice of Borrowing to the Administrative Agent requesting that the Revolving Credit Lenders make for a Revolving Credit Loan bearing interest at the Base Rate on the applicable repayment date borrowing pursuant to Section 3.2 of ABR Loans in the amount of such L/C Disbursement; provided that, if the amount of such L/C Disbursement is not less than the Dollar Amount of $1,000,000, the Borrower may, subject to the conditions to borrowing set forth herein, request in accordance with Section 3.2 or 1.5 that such payment be financed with (i) to the extent such draft so paid and L/C Disbursement was made in Dollars, an ABR Revolving Loan or Eurocurrency Revolving Loan in Dollars in an amount equal to such L/C Disbursement or (ii) any amounts referred to the extent that such L/C Disbursement was made in a Foreign Currency, a Eurocurrency Revolving Loan in such Foreign Currency in an amount equal to such L/C Disbursement, and, in each case, to the extent so financed, the Borrower’s obligation to make such payment shall be discharged and replaced by the resulting ABR Revolving Loan or Eurocurrency Revolving Loan, as applicable. The Borrowing Date with respect to such borrowing shall be the first date on which a borrowing of Revolving Loans could be made, pursuant to Section 3.2, if the Administrative Agent had received a notice of such borrowing at the time the Administrative Agent receives notice from an Issuing Lender of such L/C Disbursement under such Letter of Credit. If the Borrower fails to make such payment when due, the Administrative Agent shall notify each L/C Participant of the applicable amount drawn, the payment then due from the Borrower in respect thereof and such L/C Participant’s Revolving Percentage thereof. Promptly following receipt of such notice, each L/C Participant shall pay to the Administrative Agent its Revolving Percentage of the payment then due from the Borrower, in the same manner as provided in Section 3.3(c) incurred 3.2 with respect to Loans made by such Issuing Lender in connection with such payment(and Section 3.2 shall apply, mutatis mutandis, to the payment obligations of the L/C Participants), and the Revolving Credit Lenders Administrative Agent shall make a Revolving Credit Loan bearing interest at promptly pay to the Base Rate in such amountIssuing Lender the amounts so received by it from the L/C Participants. Promptly following receipt by the Administrative Agent of any payment from the Borrower pursuant to this Section 3.9, the proceeds of which Administrative Agent shall be applied distribute such payment to the Issuing Lender or, to the extent that L/C Participants have made payments pursuant to this Section 3.9 to reimburse the Issuing Lender, then to such Lenders and the Issuing Lender for the amount of the related drawing and such fees and expensesas their interests may appear. Each Revolving Credit Lender acknowledges and agrees that its obligation Any payment made by an L/C Participant pursuant to fund a Revolving Credit Loan in accordance with this Section 3.9 to reimburse such the Issuing Lender for any draft paid L/C Disbursement under a Letter of Credit issued by it is absolute and unconditional (other than the funding of ABR Revolving Loans or Eurocurrency Loans as contemplated above) shall not constitute a Loan and shall not be affected by any circumstance whatsoever, including non-satisfaction relieve the Borrower of the conditions set forth in Section 2.3(a) or Article VIits obligation to reimburse such unreimbursed amount. If the Borrower’s reimbursement of, or obligation to reimburse, any amounts in any Foreign Currency would subject the Administrative Agent, the Issuing Lender or Revolving Lender to any stamp duty, ad valorem charge or similar tax that would not be payable if such reimbursement were made or required to be made in Dollars, the Borrower has elected to shall, at its option, either (A) pay the amount of any such drawing with funds from other sources and shall fail to reimburse such tax requested by the Administrative Agent, the Issuing Lender as provided aboveor the relevant Revolving Lender or (B) reimburse each L/C Disbursement made in such Foreign Currency in Dollars, in an amount equal to the unreimbursed amount of such drawing shall bear interest at Dollar Amount, calculated using the rate which would be payable applicable Exchange Rates, on any outstanding Base Rate Loans which were then overdue from the date such amounts become payable (whether at stated maturityL/C Disbursement is made, by acceleration or otherwise) until payment in fullof such L/C Disbursement.

Reimbursement Obligation of the Borrower. In the event of any drawing under any Letter of Credit, the Borrower agrees to reimburse (either with the proceeds of a Revolving Credit Loan as provided for in this Section 3.5 or with funds from other sources), in the same day funds, the applicable Issuing Lender on each date on which such the Issuing Lender notifies the Borrower of the date and amount of a draft paid by it under any Letter of Credit for the amount of (a) such draft so paid and (b) any amounts referred to in Section 3.3(c) incurred by such the Issuing Lender in connection with such payment. Unless the Borrower shall immediately notify such the Issuing Lender that the Borrower intends to reimburse such the Issuing Lender for such drawing from other sources or funds, the Borrower shall be deemed to have timely given a Notice of Borrowing to the Administrative Agent requesting that the Revolving Credit Lenders make a Revolving Credit Loan bearing interest at the Base Rate on the applicable repayment such date in the amount of (ia) such draft so paid and (iib) any amounts referred to in Section 3.3(c) incurred by such the Issuing Lender in connection with such payment, and the Revolving Credit Lenders shall make a Revolving Credit Loan bearing interest at the Base Rate in such amount, the proceeds of which shall be applied to reimburse such the Issuing Lender for the amount of the related drawing and such fees costs and expenses. Each Revolving Credit Lender acknowledges and agrees that its obligation to fund a Revolving Credit Loan in accordance with this Section 3.5 to reimburse such the Issuing Lender for any draft paid under a Letter of Credit issued by it is absolute and unconditional and shall not be affected by any circumstance whatsoever, including including, without limitation, non-satisfaction of the conditions set forth in Section 2.3(a2.4(a) or Article VI. V. If the Borrower has elected to pay the amount of such drawing with funds from other sources and shall fail to reimburse such the Issuing Lender as provided above, the unreimbursed amount of such drawing shall bear interest at the rate which would be payable on any outstanding Base Rate Loans which were then overdue from the date such amounts become payable (whether at stated maturity, by acceleration or otherwise) until payment in full.

Reimbursement Obligation of the Borrower. In the event of any drawing under any Letter of Credit, the Borrower agrees to reimburse (either with the proceeds of a Revolving Credit Loan as provided for in this Section or with funds from other sources), in same day funds, the applicable Issuing Lender on each date on which such the Issuing Lender notifies the Borrower of the date and amount of a draft paid by it under any Letter of Credit for the amount of the sum of: (a) such draft so paid and (b) any amounts referred to in Section 3.3(c) incurred by such the Issuing Lender in connection with such payment. Unless the Borrower shall immediately notify such the Issuing Lender that the Borrower intends to reimburse such the Issuing Lender for such drawing from other sources or funds, the Borrower shall be deemed to have timely given a Notice of Borrowing to the Administrative Agent requesting that the Revolving Credit Lenders make a Revolving Credit Loan bearing interest at the Base Rate plus the Applicable Margin on the applicable repayment such date in the amount of the sum of: (ia) such draft so paid and (iib) any amounts referred to in Section 3.3(c) incurred by such the Issuing Lender in connection with such payment, and the Revolving Credit Lenders shall make a Revolving Credit Loan bearing interest at the Base Rate plus the Applicable Margin in such amount, the proceeds of which shall be applied to reimburse such the Issuing Lender for the amount of the related drawing and such fees costs and expenses. Each Revolving Credit Lender acknowledges and agrees that its obligation to fund a Revolving Credit Loan in accordance with this Section to reimburse such the Issuing Lender for any draft paid under a Letter of Credit issued by it is absolute and unconditional and shall not be affected by any circumstance whatsoever, including including, without limitation, non-satisfaction of the conditions set forth in Section 2.3(a) or Article VI. VI If the Borrower has elected to pay the amount of such drawing with funds from other sources and shall fail to reimburse such the Issuing Lender as provided above, the unreimbursed amount of such drawing shall bear interest at the rate which would be payable on any outstanding Revolving Credit Loans which are Base Rate Loans which were then overdue from the date such amounts become payable (whether at stated maturity, by acceleration or otherwise) until payment in full.

Reimbursement Obligation of the Borrower. In the event of any drawing under any Letter of Credit, the Borrower agrees to reimburse (either with the proceeds of a Revolving Credit Loan as provided for in this Section or with funds from other sources), in same day funds, the applicable Issuing Lender on each date on which such Issuing Lender notifies the Borrower of the date and amount of a draft paid by it under any Letter of Credit for the amount of (a) such draft so paid and (b) any amounts referred to in Section 3.3(c) incurred by such Issuing Lender in connection with such payment. Unless the Borrower shall immediately notify such the Administrative Agent and the applicable Issuing Lender that the Borrower intends to reimburse such Issuing Lender for such drawing from other sources or funds, the Borrower shall be deemed to have timely given a Notice of Borrowing to the Administrative Agent requesting that the Revolving Credit Lenders make a Revolving Credit Loan bearing interest at the Base Rate on the applicable repayment such date in the amount of (ia) such draft so paid and (iib) any amounts referred to in Section 3.3(c) incurred by such Issuing Lender in connection with such payment, and the Revolving Credit Lenders shall make a Revolving Credit Loan bearing interest at the Base Rate in such amount, the proceeds of which shall be applied to reimburse such Issuing Lender for the amount of the related drawing and such fees costs and expenses. Each Revolving Credit Lender acknowledges and agrees that its obligation to fund a Revolving Credit Loan in accordance with this Section to reimburse such the applicable Issuing Lender for any draft paid under a Letter of Credit issued by it is absolute and unconditional and shall not be affected by any circumstance whatsoever, including including, without limitation, non-satisfaction of the conditions set forth in Section 2.3(a) or Article VI. V. If the Borrower has elected to pay the amount of such drawing with funds from other sources and shall fail to reimburse such the applicable Issuing Lender as provided above, the unreimbursed amount of such drawing shall bear interest at the rate which would be payable on any outstanding Base Rate Loans which were then overdue from the date such amounts become payable (whether at stated maturity, by acceleration or otherwise) until payment in full.

Reimbursement Obligation of the Borrower. In the event of any drawing under any Letter of Credit, the Borrower agrees to reimburse (either with the proceeds of a Revolving Credit Loan as provided for in this Section or with funds from other sources), in same day funds, the applicable Issuing Lender on each date on which such Issuing Lender notifies the Borrower of the date and amount of a draft paid by it under any Letter of Credit for the amount of (a) such draft so paid and (b) any amounts referred to in Section 3.3(c) incurred by such Issuing Lender in connection with such payment. Unless the Borrower shall immediately notify such the applicable Issuing Lender that the Borrower intends to reimburse such Issuing Lender for such drawing from other sources or funds, the Borrower shall be deemed to have timely given a Notice of Borrowing to the Administrative Agent requesting that the Revolving Credit Lenders make a Revolving Credit Loan bearing interest at the Base Rate on the applicable repayment such date in the amount of (ia) such draft so paid and (iib) any amounts referred to in Section 3.3(c) incurred by such Issuing Lender in connection with such payment, and the Revolving Credit Lenders shall make a Revolving Credit Loan bearing interest at the Base Rate in such amount, the proceeds of which shall be applied to reimburse such Issuing Lender for the amount of the related drawing and such fees costs and expenses. In the event a Base Rate Loan cannot be made due to failure to satisfy the conditions in Section 6.2 (including as a result of an Event of Default under Section 10.1(f) or (g)) or otherwise, each Revolving Lender agrees to immediately fund and pay to the Issuing Lender its participation interest in respect of such amount of such unreimbursed draft in accordance with Section 3.4. Each Revolving Credit Lender acknowledges and agrees that its obligation to fund a Revolving Credit Loan or its participation interest in accordance with this Section to reimburse such the Issuing Lender Lenders for any draft paid under a Letter of Credit issued by it is absolute and unconditional and shall not be affected by any circumstance whatsoever, including including, without limitation, non-satisfaction of the conditions set forth in Section 2.3(a) or Article VI. If the Borrower has elected to pay the amount of such drawing with funds from other sources and shall fail to reimburse such the applicable Issuing Lender as provided above, the unreimbursed amount of such drawing shall bear interest at the rate which would be payable on any outstanding Base Rate Loans which were then overdue from the date such amounts become payable (whether at stated maturity, by acceleration or otherwise) until payment in full.

Reimbursement Obligation of the Borrower. In the event of any drawing under any Letter of Credit, the Borrower unconditionally agrees to reimburse (either with the proceeds of a Revolving Credit Loan as provided for in this Section 2.03 or with funds from other sources), in same day funds, the applicable Issuing Lender on each the first Business Day after the date on which such Issuing Lender notifies the Borrower of the date and amount of a draft paid by it under any Letter of Credit for the amount of (ai) such draft so paid and (bii) any amounts referred to in Section 3.3(c2.03(d)(iii) incurred by such Issuing Lender in connection with such payment. In the case of a Letter of Credit denominated in a Foreign Currency, the Borrower shall reimburse the applicable Issuing Lender in such Foreign Currency, unless (A) the applicable Issuing Lender (at its option) shall have specified in such notice that it will require reimbursement in Dollars, or (B) in the absence of any such requirement for reimbursement in Dollars, the Borrower shall have notified the applicable Issuing Lender promptly following receipt of the notice of drawing that the Borrower will reimburse the applicable Issuing Lender in Dollars. In the case of any such reimbursement in Dollars of a drawing under a Letter of Credit denominated in a Foreign Currency, the applicable Issuing Lender (through the Administrative Agent) shall notify the Borrower of the Dollar Equivalent of the amount of the drawing promptly following the determination thereof. Unless the Borrower shall immediately promptly (and in any event not later than 11:00 a.m. (Pacific Time) in the case of any Letter of Credit to be reimbursed in Dollars or the Applicable Time in the case of any Letter of Credit to be reimbursed in a Foreign Currency) on the applicable repayment date notify such Issuing Lender (and the Administrative Agent) that the Borrower intends to reimburse such Issuing Lender for such drawing from other sources or funds, the Borrower shall be deemed to have timely given a Borrowing Notice of Borrowing to the Administrative Agent requesting that the Revolving Credit Lenders make a Revolving Credit Loan bearing interest at the as an Alternate Base Rate Loan on the applicable repayment date in the amount of (i) such draft so paid (or, in the case of a Letter of Credit denominated in a Foreign Currency, the Dollar Equivalent of the amount of such draft so paid) and (ii) any amounts referred to in Section 3.3(c2.03(d)(iii) incurred by such Issuing Lender in connection with such payment, and the Revolving Credit Lenders shall make a Revolving Credit Loan bearing interest at the as an Alternate Base Rate Loan in such amountamount on such first Business Day after the date of the notice from the applicable Issuing Lender (through the Administrative Agent) to the Borrower referred to in the first sentence of this Section 2.03(f), the proceeds of which shall be applied to reimburse such Issuing Lender for the amount of the related drawing and such fees and expenses. Each Revolving Credit Lender acknowledges and agrees that its obligation to fund a Revolving Credit Loan in accordance with this Section 2.03 to reimburse such Issuing Lender for any draft paid under a Letter of Credit issued by it is absolute and unconditional and shall not be affected by any circumstance whatsoever, including including, without limitation, non-satisfaction of the conditions set forth in this Section 2.3(a) 2.03 or Article VISection 4.02. If the Borrower has elected to pay the amount of such drawing with funds from other sources and shall fail to reimburse such Issuing Lender as provided above, the unreimbursed amount of such drawing shall bear interest at the rate which would be payable on any outstanding Alternate Base Rate Loans which were then overdue from the date such amounts become payable (whether at stated maturity, by acceleration or otherwise) until payment in full. In the event that (x) a drawing of a Letter of Credit denominated in a Foreign Currency is to be reimbursed in Dollars pursuant to clause (B) of the second sentence of this subclause (f) and (y) the Dollar amount paid by the Borrower, whether on or after the applicable repayment date, shall not be adequate on the date of that payment to purchase in accordance with normal banking procedures a sum denominated in the Foreign Currency equal to the drawing, the Borrower agrees, as a separate and independent obligation, to indemnify the applicable Issuing Lender for the loss resulting from its inability on that date to purchase the Foreign Currency in the full amount of the drawing.

Reimbursement Obligation of the Borrower. In the event of any drawing under any Letter of Credit, the Borrower agrees to reimburse (either with the proceeds of a Revolving Credit Loan as provided for in this Section or with funds from other sources), in same day funds, the applicable Issuing Lender on each date Business Day on which the Borrower receives notice from such Issuing Lender notifies (if notice is received prior to 10:00 a.m. on such date, or if notice has not been received by the Borrower prior to such time on such date, then on the Business Day immediately following the day that the Borrower receives such notice) of the date and amount of a draft paid by it under any such Letter of Credit for the amount of (a) such draft so paid and (b) any amounts referred to in Section 3.3(c) incurred by such Issuing Lender in connection with such payment. Unless the Borrower shall immediately notify such Issuing Lender that the Borrower intends to reimburse such Issuing Lender for such drawing from other sources or funds, the Borrower shall be deemed to have timely given a Notice of Borrowing to the Administrative Agent requesting that the Revolving Credit Lenders make a Revolving Credit Loan bearing interest at the Base Rate on the applicable repayment such date in the amount of (ia) such draft so paid and (iib) any amounts referred to in Section 3.3(c) incurred by such Issuing Lender in connection with such payment, and the Revolving Credit Lenders shall make a Revolving Credit Loan bearing interest at the Base Rate in such amount, the proceeds of which shall be applied to reimburse such Issuing Lender for the amount of the related drawing and such fees costs and expenses. Each Revolving Credit Lender acknowledges and agrees that its obligation to fund a Revolving Credit Loan in accordance with this Section to reimburse such the applicable Issuing Lender for any draft paid under a Letter of Credit issued by it is absolute and unconditional and shall not be affected by any circumstance whatsoever, including including, without limitation, non-satisfaction of the conditions set forth in Section 2.3(a) or Article VI. If the Borrower has elected to pay the amount of such drawing with funds from other sources and shall fail to reimburse such Issuing Lender as provided above, the unreimbursed amount of such drawing shall bear interest at the rate which would be payable on any outstanding Base Rate Loans which were then overdue from the date such amounts become payable (whether at stated maturity, by acceleration or otherwise) until payment in full.2.3

Reimbursement Obligation of the Borrower. In the event To induce Issuing Bank to issue and maintain Letters of any drawing under any Letter Credit, and to induce Banks to participate in issued Letters of Credit, the Borrower agrees to pay or reimburse Issuing Bank (either with or cause another Obligated Party to pay or reimburse Issuing Bank) (i) the proceeds of a Revolving Credit Loan as provided for in this Section or with funds from other sources), in same day funds, the applicable Issuing Lender on each date on which such Issuing Lender notifies the Borrower of the date and amount of a draft paid by it under any Issuing Bank pursuant to a draw on a Letter of Credit for the amount of (a) such draft so paid and (b) any amounts referred to in Section 3.3(c) incurred by such Issuing Lender in connection with such payment. Unless the Borrower shall immediately notify such Issuing Lender that the Borrower intends to reimburse such Issuing Lender for such drawing from other sources or funds, the Borrower shall be deemed to have timely given a Notice of Borrowing to the Administrative Agent requesting that the Revolving Credit Lenders make a Revolving Credit Loan bearing interest at the Base Rate on the applicable repayment date in the amount of (i) same day such draft so paid payment is made, and (ii) on demand, the amount of any amounts referred to in Section 3.3(c) incurred by such additional reasonable fees Issuing Lender Bank customarily charges for amending Letter of Credit Agreements, for honoring drafts under Letters of Credit, and for taking similar action in connection with such paymentLetters of Credit. If the Borrower or another Obligated Party has not reimbursed Issuing Bank for any drafts when reimbursement is required under this section, and then the Agent is irrevocably authorized to fund the Borrower's reimbursement obligations as a Base Rate Advance if proceeds are available under the Revolving Credit Lenders Commitment and if the conditions in this Agreement for such an Advance (other than any notice requirements or minimum funding amounts) have, to the Agent's knowledge, been satisfied. The proceeds of that Advance shall make a be advanced directly to Issuing Bank to pay the Borrower's unpaid reimbursement obligations. If funds cannot be advanced under the Revolving Credit Loan bearing interest Commitment, then the Borrower's reimbursement obligation shall constitute a demand obligation. The Borrower's obligations under this section are absolute and unconditional under any and all circumstances and irrespective of any setoff, counterclaim, or defense to payment that the Borrower may have at any time against Issuing Bank or any other Person. From the Base Rate in such amount, the proceeds of which shall be applied to reimburse such date that Issuing Lender for the amount of the related drawing and such fees and expenses. Each Revolving Credit Lender acknowledges and agrees that its obligation to fund Bank pays a Revolving Credit Loan in accordance with this Section to reimburse such Issuing Lender for any draft paid under a Letter of Credit issued by it is absolute and unconditional and shall not be affected by any circumstance whatsoever, including non-satisfaction of the conditions set forth in Section 2.3(a) or Article VI. If until the Borrower has elected or another Obligated Party either reimburses or is obligated to pay reimburse Issuing Bank for that draft under this section, the amount of such drawing with funds from other sources and shall fail that draft bears interest payable to reimburse such Issuing Lender as provided above, the unreimbursed amount of such drawing shall bear interest Bank at the rate which would be then applicable to Base Rate Advances. From the due date of the respective amounts due under this section, to the date paid (including any payment from proceeds of a Base Rate Advance), unpaid reimbursement amounts accrue interest that is payable on any outstanding Base Rate Loans which were then overdue from demand at the date such amounts become payable (whether at stated maturity, by acceleration or otherwise) until payment in fullDefault Rate.

Reimbursement Obligation of the Borrower. In the event of any drawing under any Letter of Credit, the The Borrower agrees to reimburse (either with the proceeds of a Revolving Credit Loan as provided for in this Section or with funds from other sources), in same day funds, the applicable Issuing Lender on each date on which such the Issuing Lender notifies the Borrower of the date and amount of a draft paid by it presented under any Letter of Credit and paid by the Issuing Lender for the amount of (a) such draft so paid and (b) any amounts referred to in Section 3.3(c) taxes, fees, charges or other costs or expenses incurred by such the Issuing Lender in connection with such payment. Unless ; provided that if the Issuing Lender does not notify the Borrower as provided for above earlier than 9:30 A.M. (New York City time) on the date such draft is paid then such reimbursement payment may be made the Business Day immediately subsequent to the date such draft is paid. Each such payment shall immediately notify such be made to the Issuing Lender that the Borrower intends to reimburse such Issuing Lender at its address for such drawing from other sources or funds, the Borrower shall be deemed to have timely given a Notice of Borrowing to the Administrative Agent requesting that the Revolving Credit Lenders make a Revolving Credit Loan bearing interest at the Base Rate on the applicable repayment date notices specified herein in the amount of (i) such draft so paid and (ii) any amounts referred to in Section 3.3(c) incurred by such Issuing Lender in connection with such payment, and the Revolving Credit Lenders shall make a Revolving Credit Loan bearing interest at the Base Rate in such amount, the proceeds of which shall be applied to reimburse such Issuing Lender for the amount lawful money of the related drawing United States and such fees and expensesin immediately available funds. Each Revolving Credit Lender acknowledges and agrees that its obligation to fund a Revolving Credit Loan in accordance with this Section to reimburse such Issuing Lender for any draft paid under a Letter of Credit issued by it is absolute and unconditional and Interest shall not be affected by any circumstance whatsoever, including non-satisfaction of the conditions set forth in Section 2.3(a) or Article VI. If the Borrower has elected to pay the amount of such drawing with funds from other sources and shall fail to reimburse such Issuing Lender as provided above, the unreimbursed amount of such drawing shall bear interest at the rate which would be payable on any outstanding Base Rate Loans which were then overdue and all amounts remaining unpaid by the Borrower under this Article from the date such amounts become payable (whether at stated maturity, by acceleration or otherwise) until payment in fullfull at the rate set forth in Section 2.13(c); provided that if the Issuing Lender does not notify the Borrower as provided for above earlier than 9:30 A.M. (New York City time) on the date such draft is paid, then for such day (and until the next Business Day) all amounts remaining unpaid in respect of such notice shall bear interest the rate set forth in Section 2.13(b). Each drawing under any Letter of Credit shall (unless an event of the type described in clause (i) or (ii) of Section 8(f) shall have occurred and be continuing with respect to the Borrower, in which case the procedures specified in Section 3.4 for funding by L/C Participants shall apply) constitute a request by the Borrower to the Administrative Agent for a borrowing pursuant to Section 2.5 of ABR Loans in the amount of such drawing. The Borrowing Date with respect to such borrowing shall be the date of such drawing.

Reimbursement Obligation of the Borrower. In the event of any drawing under any Letter of Credit, the Borrower agrees to reimburse (either with the proceeds of a Revolving Credit Loan as provided for in this Section or with funds from other sources), in same day funds, the applicable Issuing Lender on each date on which such the Issuing Lender notifies the Borrower of the date and amount of a draft paid by it under any Letter of Credit for the amount of (a) such draft so paid and (b) any amounts referred to in Section 3.3(c) incurred by such the Issuing Lender in connection with such payment. Unless the Borrower shall immediately notify such the Issuing Lender that the Borrower intends to reimburse such the Issuing Lender for such drawing from other sources or funds, the Borrower shall be deemed to have timely given a Notice of Borrowing to the Administrative Agent requesting that the Revolving Credit Lenders make a Revolving Credit Loan bearing interest at the Base Rate on the applicable repayment such date in the amount of (ia) such draft so paid and (iib) any amounts referred to in Section 3.3(c) incurred by such the Issuing Lender in connection with such payment, and the Revolving Credit Lenders shall make a Revolving Credit Loan bearing interest at the Base Rate in such amount, the proceeds of which shall be applied to reimburse such the Issuing Lender for the amount of the related drawing and such fees costs and expenses. Each Revolving Credit Lender acknowledges and agrees that its obligation to fund a Revolving Credit Loan in accordance with this Section to reimburse such the Issuing Lender for any draft paid under a Letter of Credit issued by it is absolute and unconditional and shall not be affected by any circumstance whatsoever, including including, without limitation, non-satisfaction of the conditions set forth in Section 2.3(a) or Article VI. V. If the Borrower has elected to pay the amount of such drawing with funds from other sources and shall fail to reimburse such the Issuing Lender as provided above, the unreimbursed amount of such drawing shall bear interest at the rate which would be payable on any outstanding Base Rate Loans which were then overdue from the date such amounts become payable (whether at stated maturity, by acceleration or otherwise) until payment in full.

Reimbursement Obligation of the Borrower. In the event of any drawing under any Letter of Credit, the Borrower agrees to reimburse (either with the proceeds of a Revolving Credit Loan as provided for in this Section or with funds from other sources), in same day fundsfunds in the applicable Permitted Currency in which such Letter of Credit was denominated, the applicable Issuing Lender on each date on which such Issuing Lender notifies the Borrower of the date and amount of a draft paid by it under any Letter of Credit for the amount of (a) such draft so paid and (b) any amounts referred to in Section 3.3(c) incurred by such Issuing Lender in connection with such payment. The applicable Issuing Lender shall promptly deliver written notice of any drawing under any Letter of Credit issued by such Issuing Lender to the Administrative Agent and the Borrower. Unless the Borrower shall immediately notify such the applicable Issuing Lender that the Borrower intends to reimburse such Issuing Lender for such drawing from other sources or funds, the Borrower shall be deemed to have timely given a Notice of Borrowing to the Administrative Agent requesting that the Revolving Credit Lenders make a Revolving Credit Loan bearing interest at the Base Rate on (to the extent that the applicable repayment Letter of Credit was denominated in Dollars) or the Canadian Prime Rate (to the extent that the applicable Letter of Credit was denominated in Canadian Dollars) on such date in the amount of (ia) such draft so paid and (iib) any amounts referred to in Section 3.3(c) incurred by such Issuing Lender in connection with such payment, and the Revolving Credit Lenders shall make a such Revolving Credit Loan bearing interest at the Base Rate in such amountLoan, the proceeds of which shall be applied to reimburse such Issuing Lender for the amount of the related drawing and such fees costs and expenses. Each Revolving Credit Lender acknowledges and agrees that its obligation to fund a Revolving Credit Loan in accordance with this Section to reimburse such the applicable Issuing Lender for any draft paid under a Letter of Credit issued by it is absolute and unconditional and shall not be affected by any circumstance whatsoever, including including, without limitation, non-satisfaction of the conditions set forth in Section 2.3(a) or Article VI. V. If the Borrower has elected to pay the amount of such drawing with funds from other sources and shall fail to reimburse such the applicable Issuing Lender as provided above, the unreimbursed amount of 50 such drawing shall bear interest at the rate which would be payable on any outstanding Base Rate Loans (with respect to any amount payable in Dollars) or any outstanding Canadian Prime Rate Loans (with respect to any amount payable in Canadian Dollars), in each case which were then overdue overdue, from the date such amounts become payable (whether at stated maturity, by acceleration or otherwise) until payment in full.

Reimbursement Obligation of the Borrower. In the event of any drawing under any Letter of Credit, the Borrower agrees to reimburse (either with the proceeds of a Revolving Credit Working Capital Loan as provided for in this Section 3.05 or with funds from other sources), in same day funds, the applicable Issuing Lender on each date on which such the Issuing Lender notifies the Borrower of the date and amount of a draft paid by it under any Letter of Credit for the amount of (a) such draft so paid and (b) any amounts referred to in Section 3.3(c3.03(c) incurred by such the Issuing Lender in connection with such payment. Unless the Borrower shall immediately notify such the Issuing Lender that the Borrower intends to reimburse such the Issuing Lender for such drawing from other sources or funds, the Borrower shall be deemed to have timely given a Notice of Borrowing to the Administrative Agent requesting that the Revolving Credit Lenders make a Revolving Credit Working Capital Loan bearing interest at the Base Rate on the applicable repayment such date in the amount of (ia) such draft so paid and (iib) any amounts referred to in Section 3.3(c3.03(c) incurred by such the Issuing Lender in connection with such payment, and the Revolving Credit Lenders shall make a Revolving Credit Working Capital Loan bearing interest at the Base Rate in such amount, the proceeds of which shall be applied to reimburse such the Issuing Lender for the amount of the related drawing and such fees costs and expenses. Each Revolving Credit Lender acknowledges and agrees that its obligation to fund a Revolving Credit Working Capital Loan in accordance with this Section 3.05 to reimburse such the Issuing Lender for any draft paid under a Letter of Credit issued by it is absolute and unconditional and shall not be affected by any circumstance whatsoever, including non-satisfaction including, without limitation, the existence of a Default or an Event of Default other than a Default or Event of Default that the Issuing Bank had actual knowledge of at the time of the conditions set forth in Section 2.3(a) or Article VIissuance of such Letter of Credit. If the Borrower has elected to pay the amount of such drawing with funds from other sources and shall fail to reimburse such the Issuing Lender as provided above, the unreimbursed amount of such drawing shall bear interest at in the rate which would be payable on any outstanding Base Rate Loans which were then overdue from the date such amounts become payable (whether at stated maturity, by acceleration or otherwise) until payment in full.

Reimbursement Obligation of the Borrower. In If any draft shall be presented for payment under any Letter of Credit issued by the event Issuing Lender, the Issuing Lender shall promptly notify the Borrower of the date and amount thereof. If the Issuing Lender notifies the Borrower prior to 10:00 a.m., New York City time, on any Business Day, of any drawing under any Letter of CreditCredit issued by it, the Borrower shall reimburse the Issuing Lender with respect to such drawing on the next succeeding Business Day. If the Issuing Lender notifies the Borrower after 10:00 a.m., New York City time, on any Business Day of any drawing under any Letter of Credit issued by it, the Borrower shall reimburse the Issuing Lender with respect to such drawing on the second succeeding Business Day. Interest shall be payable on any and all amounts drawn under Letters of Credit from the date of such drawing until the date on which reimbursement of such amount is due pursuant to the two immediately preceding sentences at the interest rate then applicable to Base Rate Loans. In addition, the Borrower agrees to reimburse (either with the proceeds of a Revolving Credit Loan as provided for in this Section or with funds from other sources), in same day funds, the applicable Issuing Lender on each date on which such for any taxes, fees, charges or other costs or expenses incurred by the Issuing Lender notifies the Borrower of the date and amount of a draft paid by it in connection with any payment under any Letter of Credit for issued by the amount of (a) such draft so paid and (b) any amounts referred Issuing Lender. Each payment by the Borrower pursuant to in this Section 3.3(c) incurred by such 3.5 shall be made to the Issuing Lender at its address for notices specified herein in connection with such payment. Unless the Borrower shall U.S. Dollars and in immediately notify such Issuing Lender that the Borrower intends to reimburse such Issuing Lender for such drawing from other sources or available funds, the Borrower shall be deemed to have timely given a Notice of Borrowing to the Administrative Agent requesting that the Revolving Credit Lenders make a Revolving Credit Loan bearing interest at the Base Rate on the applicable repayment date in the amount of (i) such draft so paid and (ii) any amounts referred to in Section 3.3(c) incurred by such Issuing Lender in connection with such payment, and the Revolving Credit Lenders shall make a Revolving Credit Loan bearing interest at the Base Rate in such amount, the proceeds of which shall be applied to reimburse such Issuing Lender for the amount of the related drawing and such fees and expenses. Each Revolving Credit Lender acknowledges and agrees that its obligation to fund a Revolving Credit Loan in accordance with this Section to reimburse such Issuing Lender for any draft paid under a Letter of Credit issued by it is absolute and unconditional and shall not be affected by any circumstance whatsoever, including non-satisfaction of the conditions set forth in Section 2.3(a) or Article VI. If the Borrower has elected to pay the amount of such drawing with funds from other sources and shall fail to reimburse such Issuing Lender as provided above, the unreimbursed amount of such drawing shall bear interest at the rate which would be payable on any outstanding Base Rate Loans which were then overdue from the date such amounts become payable (whether at stated maturity, by acceleration or otherwise) until payment in full.

Reimbursement Obligation of the Borrower. In the event of any drawing under any Letter of Credit, the Borrower agrees to reimburse (either with the proceeds of a Revolving Credit Loan as provided for in this Section or with funds from other sources), in same day fundsfunds in the applicable Permitted Currency in which such Letter of Credit was denominated, the applicable Issuing Lender on each date on which such Issuing Lender notifies the Borrower of the date and amount of a draft paid by it under any Letter of Credit for the amount of (a) such draft so paid and (b) any amounts referred to in Section 3.3(c) incurred by such Issuing Lender in connection with such payment. The applicable Issuing Lender shall promptly deliver written notice of any drawing under any Letter of Credit issued by such Issuing Lender to the Administrative Agent and the Borrower. Unless the Borrower shall immediately notify such the applicable Issuing Lender that the Borrower intends to reimburse such Issuing Lender for such drawing from other sources or funds, the Borrower shall be deemed to have timely given a Notice of Borrowing to the Administrative Agent requesting that the Revolving Credit Lenders make a Revolving Credit Loan bearing interest at the Base Rate on (to the extent that the applicable repayment Letter of Credit was denominated in Dollars) or the Canadian Prime Rate (to the extent that the applicable Letter of Credit was denominated in Canadian Dollars) on such date in the amount of (ia) such draft so paid and (iib) any amounts referred to in Section 3.3(c) incurred by such Issuing Lender in connection with such payment, and the Revolving Credit Lenders shall make a such Revolving Credit Loan bearing interest at the Base Rate in such amountLoan, the proceeds of which shall be applied to reimburse such Issuing Lender for the amount of the related drawing and such fees costs and expenses. Each Revolving Credit Lender acknowledges and agrees that its obligation to fund a Revolving Credit Loan (or a Special Agent Advance, as the case may be) in accordance with this Section to reimburse such the applicable Issuing Lender for any draft paid under a Letter of Credit issued by it is absolute and unconditional and shall not be affected by any circumstance whatsoever, including including, without limitation, non-satisfaction of the conditions set forth in Section 2.3(a) or Article VI. V. If the Borrower has elected to pay the amount of such drawing with funds from other sources and shall fail to reimburse such the applicable Issuing Lender as provided above, the unreimbursed amount of such drawing shall bear interest at the rate which would be payable on any outstanding Base Rate Loans (with respect to any amount payable in Dollars) or any outstanding Canadian Prime Rate Loans (with respect to any amount payable in Canadian Dollars), in each case which were then overdue overdue, from the date such amounts become payable (whether at stated maturity, by acceleration or otherwise) until payment in full.

Reimbursement Obligation of the Borrower. In the event of any drawing under any Letter of Credit, the Borrower agrees to reimburse (either with the proceeds of a Revolving Credit Loan as provided for in this Section or with funds from other sources), in same day fundsfunds in the applicable Permitted Currency in which such Letter of Credit was denominated, the applicable Issuing Lender on each date on which such Issuing Lender notifies the Borrower of the date and amount of a draft paid by it under any Letter of Credit for the amount of (a) such draft so paid and (b) any amounts referred to in Section 3.3(c) incurred by such Issuing Lender in connection with such payment. The applicable Issuing Lender shall promptly deliver written notice of any drawing under any Letter of Credit issued by such Issuing Lender to the Administrative Agent and the Borrower. Unless the Borrower shall immediately notify such the applicable Issuing Lender that the Borrower intends to reimburse such Issuing Lender for such drawing from other sources or funds, the Borrower shall be deemed to have timely given a Notice of Borrowing to the Administrative Agent requesting that the Revolving Credit Lenders make a Revolving Credit Loan bearing interest at the Base Rate on (to the extent that the applicable repayment Letter of Credit was denominated in Dollars) or the Canadian Prime Rate (to the extent that the applicable Letter of Credit was denominated in Canadian Dollars) on such date in the amount of (ia) such draft so paid and (iib) any amounts referred to in Section 3.3(c) incurred by such Issuing Lender in connection with such payment, and the Revolving Credit Lenders shall make a such Revolving Credit Loan bearing interest at the Base Rate in such amountLoan, the proceeds of which shall be applied to reimburse such Issuing Lender for the amount of the related drawing and such fees costs and expenses. Each Revolving Credit Lender acknowledges and agrees that its obligation to fund a Revolving Credit Loan (or a Special Agent Advance, as the case may be) in accordance with this Section to reimburse such the applicable Issuing Lender for any draft paid under a Letter of Credit issued by it is absolute and unconditional and shall not be affected by any circumstance whatsoever, including including, without limitation, non-satisfaction of the conditions set forth in Section 2.3(a2.5(a) or Article VI. V. If the Borrower has elected to pay the amount of such drawing with funds from other sources and shall fail to reimburse such the applicable Issuing Lender as provided above, the unreimbursed amount of such drawing shall bear interest at the rate which would be payable on any outstanding Base Rate Loans (with respect to any amount payable in Dollars) or any outstanding Canadian Prime Rate Loans (with respect to any amount payable in Canadian Dollars), in each case which were then overdue overdue, from the date such amounts become payable (whether at stated maturity, by acceleration or otherwise) until payment in full.

Reimbursement Obligation of the Borrower. In the event of any drawing under any Letter of Credit, the Borrower agrees to reimburse (either with the proceeds of a Revolving Credit Loan as provided for in this Section or with funds from other sources), in same day funds, the applicable An Issuing Lender on each date on which such Issuing Lender notifies shall notify the Borrower of the date and amount Dollar Amount of a draft paid by it any L/C Disbursement under any Letter of Credit and paid by such Issuing Lender. The Borrower agrees to reimburse such Issuing Lender in Dollars for the amount Dollar Amount of (a) such draft L/C Disbursement so paid (or if the Issuing Lender shall so elect in its sole discretion by notice to the Borrower, in such other Agreed Currency which was paid by the Issuing Lender pursuant to such L/C Disbursement in such Agreed Currency in an amount equal to the amount of such L/C Disbursement) and (b) any amounts referred to in Section 3.3(creasonable and documented fees, charges or other costs or expenses (other than taxes or similar amounts) incurred by such Issuing Lender in connection with such payment. Unless payment on the Business Day after the Borrower receives such notice. Each such payment shall immediately notify be made to such Issuing Lender that at its address for notices referred to herein in Dollars (or if the Issuing Lender shall so elect in its sole discretion by notice to the Borrower, in such other Agreed Currency which was paid by the Issuing Lender pursuant to such L/C Disbursement in such Agreed Currency in an amount equal to the amount of such L/C Disbursement) and in immediately available funds. Each L/C Disbursement under any Letter of Credit shall (unless an event of the type described in clause (i) or (ii) of Section 9.2(f) shall have occurred and be continuing with respect to the Borrower, in which case the procedures specified in Section 3.8 for funding by L/C Participants shall apply) constitute a request by the Borrower intends to reimburse such Issuing Lender for such drawing from other sources or funds, the Borrower shall be deemed to have timely given a Notice of Borrowing to the Administrative Agent requesting that the Revolving Credit Lenders make for a Revolving Credit Loan bearing interest at the Base Rate on the applicable repayment date borrowing pursuant to Section 3.2 of ABR Loans in the amount of such L/C Disbursement; provided that, if the amount of such L/C Disbursement is not less than the Dollar Amount of $1,000,000, the Borrower may, subject to the conditions to borrowing set forth herein, request in accordance with Section 3.2 or 1.5 that such payment be financed with (i) to the extent such draft so paid and L/C Disbursement was made in Dollars, an ABR Revolving Loan or Eurocurrency Revolving Loan in Dollars in an amount equal to such L/C Disbursement or (ii) any amounts referred to the extent that such L/C Disbursement was made in a Foreign Currency, a Eurocurrency Revolving Loan in such Foreign Currency in an amount equal to such L/C Disbursement, and, in each case, to the extent so financed, the Borrower’s obligation to make such payment shall be discharged and replaced by the resulting ABR Revolving Loan or Eurocurrency Revolving Loan, as applicable. The Borrowing Date with respect to such borrowing shall be the first date on which a borrowing of Revolving Loans could be made, pursuant to Section 3.2, if the Administrative Agent had received a notice of such borrowing at the time the Administrative Agent receives notice from an Issuing Lender of such L/C Disbursement under such Letter of Credit. If the Borrower fails to make such payment when due, the Administrative Agent shall notify each L/C Participant of the applicable amount drawn, the payment then due from the Borrower in respect thereof and such L/C Participant’s Revolving Percentage thereof. Promptly following receipt of such notice, each L/C Participant shall pay to the Administrative Agent its Revolving Percentage of the payment then due from the Borrower, in the same manner as provided in Section 3.3(c) incurred 3.2 with respect to Loans made by such Issuing Lender in connection with such payment(and Section 3.2 shall apply, mutatis mutandis, to the payment obligations of the L/C Participants), and the Revolving Credit Lenders Administrative Agent shall make a Revolving Credit Loan bearing interest at promptly pay to the Base Rate in such amountIssuing Lender the amounts so received by it from the L/C Participants. Promptly following receipt by the Administrative Agent of any payment from the Borrower pursuant to this Section 3.9, the proceeds of which Administrative Agent shall be applied distribute such payment to the Issuing Lender or, to the extent that L/C Participants have made payments pursuant to this Section 3.9 to reimburse the Issuing Lender, then to such Lenders and the Issuing Lender for the amount of the related drawing and such fees and expensesas their interests may appear. Each Revolving Credit Lender acknowledges and agrees that its obligation Any payment made by an L/C Participant pursuant to fund a Revolving Credit Loan in accordance with this Section 3.9 to reimburse such the Issuing Lender for any draft paid L/C Disbursement under a Letter of Credit issued by it is absolute and unconditional (other than the funding of ABR Revolving Loans or Eurocurrency Loans as contemplated above) shall not constitute a Loan and shall not be affected by any circumstance whatsoever, including non-satisfaction relieve the Borrower of the conditions set forth in Section 2.3(a) or Article VIits obligation to reimburse such unreimbursed amount. If the Borrower’s reimbursement of, or obligation to reimburse, any amounts in any Foreign Currency would subject the Administrative Agent, the Issuing Lender or Revolving Lender to any stamp duty, ad valorem charge or similar tax that would not be payable if such reimbursement were made or required to be made in Dollars, the Borrower has elected to shall, at its option, either (A) pay the amount of any such drawing with funds from other sources and shall fail to reimburse such tax requested by the Administrative Agent, the Issuing Lender as provided aboveor the relevant Revolving Lender or (B) reimburse each L/C Disbursement made in such Foreign Currency in Dollars, in an amount equal to the unreimbursed amount of such drawing shall bear interest at Dollar Amount, calculated using the rate which would be payable applicable Exchange Rates, on any outstanding Base Rate Loans which were then overdue from the date such amounts become payable (whether at stated maturityL/C Disbursement is made, by acceleration or otherwise) until payment in fullof such L/C Disbursement.

Reimbursement Obligation of the Borrower. In the event of any drawing under any Letter of Credit, the Borrower agrees to reimburse (either with the proceeds of a Revolving Credit Loan as provided for in this Section or with funds from other sources), in same day funds, the applicable Issuing Lender on each date on which such Issuing Lender notifies the Original Borrower of the date and amount of a draft paid by it under any Letter of Credit for the amount of (a) such draft so paid and (b) any amounts referred to in Section 3.3(c) incurred by such Issuing Lender in connection with such payment. The applicable Issuing Lender shall promptly deliver written notice of any drawing under any Letter of Credit issued by such Issuing Lender to the Administrative Agent and the Original Borrower. Unless the Borrower shall immediately notify such the applicable Issuing Lender that the Borrower intends to reimburse such Issuing Lender for such drawing from other sources or funds, the Borrower shall be deemed to have timely given a Notice of Borrowing to the Administrative Agent requesting that the Revolving Credit Lenders make a Revolving Credit Loan bearing interest at the Base Rate on the applicable repayment such date in the amount of (ia) such draft so paid and (iib) any amounts referred to in Section 3.3(c) incurred by such Issuing Lender in connection with such payment, and the Revolving Credit Lenders shall make a Revolving Credit Loan bearing interest at the Base Rate in such amount, the proceeds of which shall be applied to reimburse such Issuing Lender for the amount of the related drawing and such fees costs and expenses. Each Revolving Credit Lender acknowledges and agrees that its obligation to fund a Revolving Credit Loan (or a Special Agent Advance, as the case may be) in accordance with this Section to reimburse such the applicable Issuing Lender for any draft paid under a Letter of Credit issued by it is absolute and unconditional and shall not be affected by any circumstance whatsoever, including including, without limitation, non-satisfaction of the conditions set forth in Section 2.3(a) or Article VI. V. If the Borrower has elected to pay the amount of such drawing with funds from other sources and shall fail to reimburse such the applicable Issuing Lender as provided above, the unreimbursed amount of such drawing shall bear interest at the rate which would be payable on any outstanding Base Rate Loans which were then overdue from the date such amounts become payable (whether at stated maturity, by acceleration or otherwise) until payment in full.

Reimbursement Obligation of the Borrower. In the event of If any drawing draft is paid under any Letter of Credit, the Borrower agrees to shall reimburse (either with the proceeds of a Revolving Credit Loan as provided for in this Section or with funds from other sources), in same day funds, the applicable Issuing Lender on each date on which with respect to such Issuing Lender notifies the Borrower of the date and amount of a draft paid by it under any Letter of Credit the Issuing Lender for the amount of (a) such the draft so paid and (b) any amounts referred to in Section 3.3(c) incurred by such Issuing Lender in connection with such payment. Unless the Borrower shall immediately notify such Issuing Lender that the Borrower intends to reimburse such Issuing Lender for such drawing from taxes, fees, charges or other sources costs or funds, the Borrower shall be deemed to have timely given a Notice of Borrowing to the Administrative Agent requesting that the Revolving Credit Lenders make a Revolving Credit Loan bearing interest at the Base Rate on the applicable repayment date in the amount of (i) such draft so paid and (ii) any amounts referred to in Section 3.3(c) expenses incurred by such Issuing Lender in connection with such payment, not later than 10:00 A.M., New York City time, on (i) the Business Day that the Borrower receives notice of such draft, if such notice is received on such day prior to 1:00 P.M., New York City time, or (ii) if clause (i) above does not apply, the Business Day immediately following the day that the Borrower receives such notice. Each such payment shall be made to the applicable Issuing Lender at its address for notices referred to herein in Dollars and in immediately available funds. If any draft is paid under any Letter of Credit, then, unless the Borrower shall reimburse the applicable Issuing Lender in full on the same day that such draft is paid, the unpaid amount thereof shall bear interest for each day from and including the date on which such draft is paid to but excluding the date that the Borrower makes reimbursement in full, at (a) in the case of a Revolving L/C Disbursement, the rate per annum then applicable to ABR Loans under the Revolving Facility and (b) in the case of an Institutional L/C Disbursement, the rate per annum then applicable to ABR Loans under the Tranche B Term Facility (determined without regard to whether the Tranche B Term Facility is in effect); provided that, if the Borrower does not make reimbursement in full on or prior to the second (2nd) Business Day following the date of the applicable drawing, then Section 2.14(c) shall apply; provided that, with respect to Institutional Letters of Credit, the Borrower may authorize the Issuing Lender to draw such payment from the Institutional L/C Collateral Account. If the Issuing Lender with respect to an Institutional Letter of Credit Lenders shall make a Revolving not have received from the Borrower the payment required to be made by this Section 3.5 with respect to any Institutional Letter of Credit Loan bearing interest at within the Base Rate time specified in this Section, such Issuing Lender will promptly notify the Administrative Agent of the unreimbursed amount of an Institutional L/C Disbursement. In each such event, the Borrower hereby authorizes and directs the Issuing Lender with respect to an Institutional Letter of Credit to withdraw from the Institutional L/C Collateral Account an amount equal to such unreimbursed amount. The Administrative Agent shall promptly upon request advise the Issuing Lender with respect to an Institutional Letter of Credit of the aggregate amount of any such permitted withdrawal, and such Issuing Lender shall promptly advise the Administrative Agent of the amount of any such reimbursement it shall effect with the proceeds of which shall any such withdrawal. Any amounts received by the Administrative Agent thereafter pursuant to this Section 3.5 in respect of an unreimbursed amount of an Institutional L/C Disbursement under an Institutional Letter of Credit will be applied promptly remitted by the Administrative Agent to the Institutional Collateral Account (it being understood that, thereafter, such amounts will be available to reimburse such the Issuing Lender for the amount with respect to an Institutional Letter of the related drawing and such fees and expenses. Each Revolving Credit Lender acknowledges and agrees that its obligation to fund a Revolving Credit Loan in accordance with this Section to reimburse such Issuing Lender for any draft paid under a Letter of Credit issued by it is absolute and unconditional and shall not be affected by any circumstance whatsoever, including non-satisfaction of the conditions set forth in Section 2.3(a) or Article VI. If the Borrower has elected to pay the amount of such drawing with funds from other sources and shall fail to reimburse such Issuing Lender as provided above, the unreimbursed amount of such drawing shall bear interest at the rate which would be payable on any outstanding Base Rate Loans which were then overdue from the date such amounts become payable (whether at stated maturity, by acceleration or otherwise) until payment in full3.5).

Reimbursement Obligation of the Borrower. In the event of any drawing under any Letter of Credit, the The Borrower agrees to reimburse (either with the proceeds of a Revolving Credit Loan as provided for in this Section or with funds from other sources), in same day funds, the applicable Issuing Lender on each date on which such the Issuing Lender notifies the Borrower of the date and amount of a draft paid by it presented under any Letter of Credit and paid by the Issuing Lender for the amount of (a) such draft so paid and (b) any amounts referred to in Section 3.3(c) taxes, fees, charges or other costs or expenses incurred by such the Issuing Lender in connection with such payment. Unless ; provided that if the Issuing Lender does not notify the Borrower as provided for above earlier than 9:30 A.M. (New York City time) on the date such draft is paid then such reimbursement payment may be made the Business Day immediately subsequent to the date such draft is paid. Each such payment shall immediately notify such be made to the Issuing Lender that the Borrower intends to reimburse such Issuing Lender at its address for such drawing from other sources or funds, the Borrower shall be deemed to have timely given a Notice of Borrowing to the Administrative Agent requesting that the Revolving Credit Lenders make a Revolving Credit Loan bearing interest at the Base Rate on the applicable repayment date notices specified herein in the amount of (i) such draft so paid and (ii) any amounts referred to in Section 3.3(c) incurred by such Issuing Lender in connection with such payment, and the Revolving Credit Lenders shall make a Revolving Credit Loan bearing interest at the Base Rate in such amount, the proceeds of which shall be applied to reimburse such Issuing Lender for the amount lawful money of the related drawing United States and such fees and expensesin immediately available funds. Each Revolving Credit Lender acknowledges and agrees that its obligation to fund a Revolving Credit Loan in accordance with this Section to reimburse such Issuing Lender for any draft paid under a Letter of Credit issued by it is absolute and unconditional and Interest shall not be affected by any circumstance whatsoever, including non-satisfaction of the conditions set forth in Section 2.3(a) or Article VI. If the Borrower has elected to pay the amount of such drawing with funds from other sources and shall fail to reimburse such Issuing Lender as provided above, the unreimbursed amount of such drawing shall bear interest at the rate which would be payable on any outstanding Base Rate Loans which were then overdue and all amounts remaining unpaid by the Borrower under this Article from the date such amounts become payable (whether at stated maturity, by acceleration or otherwise) until payment in fullfull at the rate set forth in Section 2.15(c); provided that if the Issuing Lender does not notify the Borrower as provided for above earlier than 9:30 A.M. (New York City time) on the date such draft is paid, then for such day (and until the next Business Day) all amounts remaining unpaid in respect of such notice shall bear interest the rate set forth in Section 2.15(b). Each drawing under any Letter of Credit shall (unless an event of the type described in clause (i) or (ii) of Section 8(f) shall have occurred and be continuing with respect to the Borrower, in which case the procedures specified in Section 3.4 for funding by L/C Participants shall apply) constitute a request by the Borrower to the Administrative Agent for a borrowing pursuant to Section 2.5 of ABR Loans in the amount of such drawing. The Borrowing Date with respect to such borrowing shall be the date of such drawing.

Reimbursement Obligation of the Borrower. In the event of any drawing under any Letter of Credit, the Borrower agrees to reimburse (either with the proceeds of a Revolving Credit Loan as provided for in this Section or with funds from other sources), in same day funds, the applicable Issuing Lender on each date on which such the Issuing Lender notifies the Borrower of the date and amount of a draft paid by it under any Letter of Credit for the amount of (a) such draft so paid and (b) any amounts referred to in Section 3.3(c) incurred by such the Issuing Lender in connection with such payment. Unless the Borrower shall immediately notify such the Issuing Lender that the Borrower intends to reimburse such the Issuing Lender for such drawing from other sources or funds, the Borrower shall be deemed to have timely given a Notice of Borrowing to the Administrative Agent requesting that the Revolving Credit Lenders make a Revolving Credit Loan bearing interest at the Base Floating Rate on the applicable repayment such date in the amount of (ia) such draft so paid and (iib) any amounts referred to in Section 3.3(c) incurred by such the Issuing Lender in connection with such payment, and the Revolving Credit Lenders shall make a Revolving Credit Loan bearing interest at the Base Floating Rate in such amount, the proceeds of which shall be applied to reimburse such the Issuing Lender for the amount of the related drawing and such fees costs and expenses. Each Revolving Credit Lender acknowledges and agrees that its obligation to fund a Revolving Credit Loan in accordance with this Section to reimburse such the Issuing Lender for any draft paid under a Letter of Credit issued by it is absolute and unconditional and shall not be affected by any circumstance whatsoever, including including, without limitation, non-satisfaction of the conditions set forth in Section 2.3(a) or Article VI. V. If the Borrower has elected to pay the amount of such drawing with funds from other sources and shall fail to reimburse such the Issuing Lender as provided above, the unreimbursed amount of such drawing shall bear interest at the rate which would be payable on any outstanding Base Floating Rate Loans which were then overdue from the date such amounts become payable (whether at stated maturity, by acceleration or otherwise) until payment in full.

Reimbursement Obligation of the Borrower. In the event of any drawing under any Letter of Credit, the Borrower agrees to reimburse (either with the proceeds of a Revolving Credit Loan as provided for in this Section 3.5 or with funds from other sources), in same day funds, the applicable Issuing Lender on each date on which such the Issuing Lender notifies the Borrower of the date and amount of a draft paid by it under any Letter of Credit for the amount of (a) such draft so paid and (b) any amounts referred to in Section 3.3(c) incurred by such the Issuing Lender in connection with such payment. Unless the Borrower shall immediately notify such the Issuing Lender that the Borrower intends to reimburse such the Issuing Lender for such drawing from other sources or funds, the Borrower shall be deemed to have timely given a Notice of Borrowing to the Administrative Agent requesting that the Revolving Credit Lenders make a Revolving Credit Loan bearing interest at the Base Rate on the applicable repayment such date in the amount of (ia) such draft so paid and (iib) any amounts referred to in Section 3.3(c) incurred by such the Issuing Lender in connection with such payment, and the Revolving Credit Lenders shall make a Revolving Credit Loan bearing interest at the Base Rate in such amount, the proceeds of which shall be applied to reimburse such the Issuing Lender for the amount of the related drawing and such fees costs and expenses. Each Revolving Credit Lender acknowledges and agrees that its obligation to fund a Revolving Credit Loan in accordance with this Section 3.5 to reimburse such the Issuing Lender for any draft paid under a Letter of Credit issued by it is absolute and unconditional and shall not be affected by any circumstance whatsoever, including including, without limitation, non-satisfaction of the conditions set forth in Section 2.3(a2.2(a) or Article VI. If the Borrower has elected to pay the amount of such drawing with funds from other sources and shall fail to reimburse such the Issuing Lender as provided above, the unreimbursed amount of such drawing shall bear interest at the rate which would be payable on any outstanding Base Rate Loans which were then overdue from the date such amounts become payable (whether at stated maturity, by acceleration or otherwise) until payment in full.

Reimbursement Obligation of the Borrower. In the event of any drawing under any Letter of Credit, the Borrower agrees The Borrowers agree to reimburse (either with the proceeds of a Revolving Credit Loan as provided for in this Section or with funds from other sources), in same day funds, the applicable Issuing Lender on each date on which such the Issuing Lender notifies Cornerstone, on behalf of the Borrower Borrowers, of the date and amount of a draft paid by it under any Letter of Credit for the amount of (a) such draft so paid and (b) any amounts referred to in Section 3.3(c) taxes, fees, charges or other costs or expenses incurred by such the Issuing Lender in connection with such payment. Unless Each such payment shall be made to the Borrower shall immediately notify such Issuing Lender that the Borrower intends to reimburse such Issuing Lender at its address for such drawing from other sources or funds, the Borrower shall be deemed to have timely given a Notice of Borrowing to the Administrative Agent requesting that the Revolving Credit Lenders make a Revolving Credit Loan bearing interest at the Base Rate on the applicable repayment date notices specified herein in the amount of (i) such draft so paid and (ii) any amounts referred to in Section 3.3(c) incurred by such Issuing Lender in connection with such payment, and the Revolving Credit Lenders shall make a Revolving Credit Loan bearing interest at the Base Rate in such amount, the proceeds of which shall be applied to reimburse such Issuing Lender for the amount lawful money of the related drawing United States and such fees and expensesin immediately available funds. Each Revolving Credit Lender acknowledges and agrees that its obligation to fund a Revolving Credit Loan in accordance with this Section to reimburse such Issuing Lender for any draft paid under a Letter of Credit issued by it is absolute and unconditional and Interest shall not be affected by any circumstance whatsoever, including non-satisfaction of the conditions set forth in Section 2.3(a) or Article VI. If the Borrower has elected to pay the amount of such drawing with funds from other sources and shall fail to reimburse such Issuing Lender as provided above, the unreimbursed amount of such drawing shall bear interest at the rate which would be payable on any outstanding Base Rate Loans which were then overdue and all amounts remaining unpaid by the Borrowers under this Article III from the date such amounts become payable (whether at stated maturity, by acceleration or otherwise) until payment in fullfull at the rate which would be payable on any outstanding Base Rate Loans which were then overdue. If the Borrowers fail to timely reimburse the Issuing Lender on the date Cornerstone, on behalf of the Borrowers, receives the notice referred to in this Section 3.5, Cornerstone, on behalf of the Borrowers, shall be deemed to have timely given a Notice of Borrowing hereunder to the Administrative Agent requesting the Lenders to make a Base Rate Loan to the Borrowers on such date in an amount equal to the amount of such drawing and, subject to the satisfaction or waiver of the conditions precedent specified in Article V, the Lenders shall make Base Rate Loans in such amount, the proceeds of which shall be applied to reimburse the Issuing Lender for the amount of the related drawing and costs and expenses.

Reimbursement Obligation of the Borrower. In the event of any drawing under any Letter of Credit, the Borrower agrees to reimburse (either with the proceeds of a Revolving Credit Loan as provided for in this Section or with funds from other sources), in same day funds, the applicable Issuing Lender on each date on which such Issuing Lender notifies the Borrower of the date and amount of a draft paid by it under any Letter of Credit for the amount of (a) such draft so paid and (b) any amounts referred to in Section 3.3(c) incurred by such Issuing Lender in connection with such payment. The applicable Issuing Lender shall promptly deliver written notice of any drawing under any Letter of Credit issued by such Issuing Lender to the Administrative Agent and the Borrower. Unless the Borrower shall immediately notify such the applicable Issuing Lender that the Borrower intends to reimburse such Issuing Lender for such drawing from other sources or funds, the Borrower shall be deemed to have timely given a Notice of Borrowing to the Administrative Agent requesting that the Revolving Credit Lenders make a Revolving Credit Loan bearing interest at the Base Rate on the applicable repayment such date in the amount of (ia) such draft so paid and (iib) any amounts referred to in Section 3.3(c) incurred by such Issuing Lender in connection with such payment, and the Revolving Credit Lenders shall make a Revolving Credit Loan bearing interest at the Base Rate in such amount, the proceeds of which shall be applied to reimburse such Issuing Lender for the amount of the related drawing and such fees costs and expenses. Each Revolving Credit Lender acknowledges and agrees that its obligation to fund a Revolving Credit Loan in accordance with this Section to reimburse such the applicable Issuing Lender for any draft paid under a Letter of Credit issued by it is absolute and unconditional and shall not be affected by any circumstance whatsoever, including including, without limitation, non-satisfaction of the conditions set forth in Section 2.3(a) or Article VI. V. If the Borrower has elected to pay the amount of such drawing with funds from other sources and shall fail to reimburse such the applicable Issuing Lender as provided above, the unreimbursed amount of such drawing shall bear interest at the rate which would be payable on any outstanding Base Rate Loans which were then overdue from the date such amounts become payable (whether at stated maturity, by acceleration or otherwise) until payment in full.

Reimbursement Obligation of the Borrower. (a) In the event of any drawing under any Letter of Credit, (i) the Issuing Lender shall promptly notify the Borrower and the Administrative Agent thereof and (ii) subject, as applicable to Section 3.5(b), the Borrower agrees to reimburse (either with the proceeds of a Revolving Credit Loan as provided for in this Section or with funds from other sources), in same day fundsfunds in the applicable currency, the applicable Issuing Lender on each date on which such Issuing Lender notifies the Borrower of the date and amount of a draft paid by it under any Letter of Credit for the amount of (aA) such draft so paid and (bB) any amounts referred to in Section 3.3(c) incurred by such Issuing Lender in connection with such payment. Unless the Borrower shall immediately notify such Issuing Lender and the Administrative Agent that the Borrower intends to reimburse such Issuing Lender for such drawing from other sources or funds, the Borrower shall be deemed to have timely given a Notice of Borrowing to the Administrative Agent requesting that the Revolving Credit Lenders make a Revolving Credit Loan bearing interest at the Base Rate on the applicable repayment such date in the amount of (i) the Dollar Equivalent of the amount of such draft so paid and (ii) any amounts referred to in Section 3.3(c) incurred by such Issuing Lender in connection with such payment, and the Revolving Credit Lenders shall make a Revolving Credit Loan bearing interest at the Base Rate in such amount, the proceeds of which shall be applied to reimburse such Issuing Lender for the amount of the related drawing and such fees costs and expenses. Each Revolving Credit Lender acknowledges and agrees that its obligation to fund a Revolving Credit Loan in accordance with this Section to reimburse such Issuing Lender for any draft paid under a Letter of Credit issued by it is absolute and unconditional and shall not be affected by any circumstance whatsoever, including including, without limitation, non-satisfaction of the conditions set forth in Section 2.3(a) or Article VI. If the Borrower has elected to pay the amount of such drawing with funds from other sources and shall fail to reimburse such Issuing Lender as provided above, the unreimbursed amount (expressed in Dollars in the Dollar Equivalent of such drawing unreimbursed amount) shall bear interest at the rate which would be payable on any outstanding Base Rate Loans which were then overdue from the date such amounts become amount becomes payable (whether at stated maturity, by acceleration or otherwise) until payment in full.

Reimbursement Obligation of the Borrower. In the event of any drawing under any Letter of Credit, the The Borrower agrees to reimburse (either with the proceeds of a Revolving Credit Loan as provided for in this Section or with funds from other sources), in same day funds, the applicable each Issuing Lender on each date on which such Issuing Lender or the Administrative Agent notifies the Borrower of the date and amount of a draft paid by it under any Letter of Credit for the amount of (a) such draft so paid and (b) any amounts referred to in Section 3.3(c) incurred requested by such Issuing Lender in connection with such payment. Unless the Borrower shall immediately notify such Issuing Lender that the Borrower intends to reimburse such Issuing Lender for such drawing from other sources or funds, the Borrower shall be deemed to have timely given a Notice of Borrowing to the Administrative Agent requesting that the Revolving Credit Lenders make a Revolving Credit Loan bearing interest at the Base Rate on the applicable repayment date in the amount of (i) such draft so paid and (ii) any amounts referred to in Section 3.3(c) taxes, fees, charges or other costs or expenses incurred by such any Issuing Lender in connection with such payment. Each such payment shall be made to any Issuing Lender at its address for notices specified herein in lawful money of the United States and in immediately available funds. Interest shall be payable on any and all amounts remaining unpaid by the Borrower under this Article III from the date such amounts become payable (whether at stated maturity, and by acceleration or otherwise) until payment in full at the rate which would be payable on any outstanding Base Rate Loans which were then overdue. If the Borrower fails to timely reimburse such Issuing Lender on the date the Borrower receives the notice referred to in this Section 3.5, the Borrower shall be deemed to have timely given a Notice of Revolving Credit Borrowing pursuant to Section 2.2 hereunder to the Administrative Agent requesting the Lenders to make a Base Rate 32 Loan under the Five Year Facility on such date in an amount equal to the amount of such draft paid, together with any taxes, fees, charges or other costs or expenses incurred by any Issuing Lender and to be reimbursed pursuant to this Section 3.5 and, regardless of whether or not the conditions precedent specified in Article V have been satisfied, the Lenders shall make a Revolving Credit Loan bearing interest at the Base Rate Loans in such amount, the proceeds of which shall be applied to reimburse such Issuing Lender for the amount of the related drawing and such fees costs and expenses. Each Revolving Credit Lender acknowledges and agrees that its obligation to fund a Revolving Credit Loan Notwithstanding the foregoing, nothing in accordance with this Section 3.5 shall obligate the Lenders to reimburse make such Issuing Lender for any draft paid under a Letter of Credit issued by it is absolute and unconditional and shall not be affected by any circumstance whatsoever, including non-satisfaction of the conditions set forth in Section 2.3(a) or Article VI. If the Borrower has elected to pay the amount of such drawing with funds from other sources and shall fail to reimburse such Issuing Lender as provided above, the unreimbursed amount of such drawing shall bear interest at the rate which would be payable on any outstanding Base Rate Loans which were then overdue from if the date making of such amounts become payable (whether at stated maturity, by acceleration or otherwise) until payment in fullBase Rate Loans would violate the automatic stay under federal bankruptcy laws.

Reimbursement Obligation of the Borrower. In the event of any drawing under any Letter of Credit, the Borrower agrees to reimburse (either with the proceeds of a Revolving Credit Loan as provided for in this Section 2.03 or with funds from other sources), in same day funds, the applicable Issuing Lender on each the first Business Day after the date on which such Issuing Lender notifies the Borrower of the date and amount of a draft paid by it under any Letter of Credit for the amount of (ai) such draft so paid and (bii) any amounts referred to in Section 3.3(c‎Section 2.03(d)(iii) incurred by such Issuing Lender in connection with such payment. In the case of a Letter of Credit denominated in a Foreign Currency or Additional L/C Currency, the Borrower shall reimburse the applicable Issuing Lender in such Foreign Currency or Additional L/C Currency, as applicable, unless (A) the applicable Issuing Lender (at its option) shall have specified in such notice that it will require reimbursement in Dollars, or (B) in the absence of any such requirement for reimbursement in Dollars, the Borrower shall have notified the applicable Issuing Lender promptly following receipt of the notice of drawing that the Borrower will reimburse the applicable Issuing Lender in Dollars. In the case of any such reimbursement in Dollars of a drawing under a Letter of Credit denominated in a Foreign Currency or Additional L/C Currency, the applicable Issuing Lender (through the Administrative Agent) shall notify the Borrower of the Dollar Equivalent of the amount of the drawing promptly following the determination thereof. Unless the Borrower shall immediately promptly (and in any event not later than 11:00 a.m. (New York time) in the case of any Letter of Credit to be reimbursed in Dollars or the Applicable Time in the case of any Letter of Credit to be reimbursed in a Foreign Currency or Additional L/C Currency on the applicable repayment date) notify such Issuing Lender (and the Administrative Agent) that the Borrower intends to reimburse such Issuing Lender for such drawing from other sources or funds, the Borrower shall be deemed to have timely given a Borrowing Notice of Borrowing to the Administrative Agent requesting that the Revolving Credit Lenders make a Revolving Credit Loan bearing interest at the as an Alternate Base Rate Loan on the applicable repayment date in the amount of (i) such draft so paid (or, in the case of a Letter of Credit denominated in a Foreign Currency or Additional L/C Currency, the Dollar Equivalent of the amount of such draft so paid) and (ii) any amounts referred to in Section 3.3(c‎Section 2.03(d)(iii) incurred by such Issuing Lender in connection with such payment, and the Revolving Credit Lenders shall make a Revolving Credit Loan bearing interest at the as an Alternate Base Rate Loan in such amountamount on such first Business Day after the date of the notice from the applicable Issuing Lender (through the Administrative Agent) to the Borrower referred to in the first sentence of this Section 2.03(f), the proceeds of which shall be applied to reimburse such Issuing Lender for the amount of the related drawing and such fees and expenses. Each Revolving Credit Lender acknowledges and agrees that its obligation to fund a Revolving Credit Loan in accordance with this Section 2.03 to reimburse such Issuing Lender for any draft paid under a Letter of Credit issued by it is absolute and unconditional and shall not be affected by any circumstance whatsoever, including including, without limitation, non-satisfaction of the conditions set forth in this Section 2.3(a) 2.03 or Article VISection 4.03. If the Borrower has elected to pay the amount of such drawing with funds from other sources and shall fail to reimburse such Issuing Lender as provided above, the unreimbursed amount of such drawing shall bear interest at the rate which would be payable on any outstanding Alternate Base Rate Loans which were then overdue from the date such amounts become payable (whether at stated maturity, by acceleration or otherwise) until payment in full. In the event that (x) a drawing of a Letter of Credit denominated in a Foreign Currency or Additional L/C Currency is to be reimbursed in Dollars pursuant to clause (B) of the second sentence of this subclause (f) and (y) the Dollar amount paid by the Borrower, whether on or after the applicable repayment date, shall not be adequate on the date of that payment to purchase in accordance with normal banking procedures a sum denominated in the Foreign Currency or Additional L/C Currency equal to the drawing, the Borrower agrees, as a separate and independent obligation, to indemnify the applicable Issuing Lender for the loss resulting from its inability on that date to purchase the Foreign Currency or Additional L/C Currency in the full amount of the drawing.

Reimbursement Obligation of the Borrower. In the event of any drawing under any Letter of Credit, the Borrower agrees to reimburse (either with the proceeds of a Revolving Credit Loan as provided for in this Section or with funds from other sources), in same day funds, the applicable Issuing Lender on each date on which such the Issuing Lender notifies the Borrower of the date and amount of a draft paid by it under any Letter of Credit for the amount of (a) such draft so paid and (b) any amounts referred to in Section 3.3(c) incurred by such the Issuing Lender in connection with such payment. Unless the Borrower shall immediately notify such the Issuing Lender that the Borrower intends to reimburse such the Issuing Lender for such drawing from other sources or funds, the Borrower shall be deemed to have timely given a Notice of Borrowing to the Administrative Agent requesting that the Revolving Credit Lenders make a Revolving Credit Loan bearing interest at the Base Rate on the applicable repayment such date in the amount of (ia) such draft so paid and (iib) any amounts referred to in Section 3.3(c) incurred by such the Issuing Lender in connection with such payment, and the Revolving Credit Lenders shall make a Revolving Credit Loan bearing interest at the Base Rate in such amount, the proceeds of which shall be applied to reimburse such the Issuing Lender for the amount of the related drawing and such fees costs and expenses. Each Revolving Credit Lender acknowledges and agrees that its obligation to fund a Revolving Credit Loan in accordance with this Section to reimburse such the Issuing Lender for any draft paid under a Letter of Credit issued by it is absolute and unconditional and shall not be affected by any circumstance whatsoever, including including, without limitation, non-satisfaction of the conditions set forth in Section 2.3(a) or Article VI. V. If the Borrower has elected to pay the amount of such drawing with funds from other sources and shall fail to reimburse such the Issuing Lender as provided above, the unreimbursed amount of such drawing shall bear interest at the rate which would be payable on any outstanding Base Rate Loans which were then overdue from the date such amounts become payable (whether at stated maturity, by acceleration or otherwise) until payment in full.

Reimbursement Obligation of the Borrower. In the event of any drawing under any Letter of Credit, the Borrower agrees to reimburse (either with the proceeds of a Revolving Credit Loan as provided for in this Section 3.5 or with funds from other sources), in same day funds, the applicable Issuing Lender (i) if Borrower and the Administrative Agent shall have received notice of such drawing from the Issuing Lender prior to 11:00 a.m. on each date any Business Day, then by 2:00 p.m. on such Business Day on which such Issuing Lender notifies the Borrower and the Administrative Agent of the date and amount of a draft paid by it under any Letter of Credit or (ii) otherwise, by 11:00 a.m. on the Business Day immediately following the day that the Borrower and the Administrative Agent shall have received such notice from the Issuing Lender, for the amount of (a) such draft so paid and (b) any amounts referred to in Section 3.3(c) incurred by such Issuing Lender in connection with such payment. Unless If the Borrower shall immediately notify such Issuing Lender that the Borrower intends fails to so reimburse such Issuing Lender for such drawing from other sources or fundsfunds within such time periods, the Borrower shall be deemed to have timely given a Notice of Borrowing to the Administrative Agent requesting that the Revolving Credit Lenders make a Revolving Credit Loan bearing interest at the Base Rate on the applicable repayment such date in the amount of (ia) such draft so paid and (iib) any amounts referred to in Section 3.3(c) incurred by such Issuing Lender in connection with such paymentpayment (or, in the case of Canadian Letters of Credit, its Dollar Equivalent), and the Revolving Credit Lenders shall make a Revolving Credit Loan bearing interest at the Base Rate in such amount, the proceeds of which shall be applied to reimburse such the applicable Issuing Lender for the amount of the related drawing and such fees costs and expenses. Each Revolving Credit Lender acknowledges and agrees that its obligation to fund a Revolving Credit Loan in accordance with this Section 3.5 to reimburse such each Issuing Lender for any draft paid under a Letter of Credit issued by it such Issuing Lender is absolute and unconditional and shall not be affected by any circumstance whatsoever, including including, without limitation, non-satisfaction of the conditions set forth in Section 2.3(a) or Article VI. If the Borrower has elected to pay the amount of such drawing with funds from other sources and shall fail to reimburse such Issuing Lender as provided above, the unreimbursed amount of such drawing shall bear interest at the rate which would be payable on any outstanding Base Rate Loans which were then overdue from the date such amounts become payable (whether at stated maturity, by acceleration or otherwise) until payment in full.

Reimbursement Obligation of the Borrower. In the event of any drawing under any Letter of Credit, the Borrower agrees to reimburse (either with the proceeds of a Revolving Credit Loan as provided for in this Section 3.5 or with funds from other sources), in same day funds, the applicable Issuing Lender not later than 1:00 p.m. (Charlotte time) on each date on which such Issuing Lender notifies the Borrower of the date and amount of a draft paid by it under any Letter of Credit next succeeding Business Day for the amount of (a) such draft so paid and (b) any amounts referred to in Section 3.3(c) incurred by such the Issuing Lender in connection with such payment. The Issuing Lender shall deliver written notice of any drawing under a Letter of Credit to the Administrative Agent and the Borrower. Unless the Borrower shall immediately notify such the Issuing Lender that the Borrower intends to reimburse such the Issuing Lender for such drawing from other sources or funds, the Borrower shall be deemed to have timely given a Notice of Borrowing to the Administrative Agent requesting that the Revolving Credit Lenders make a Revolving Credit Loan bearing interest at the Base Rate on the applicable repayment such date in the amount of (ia) such draft so paid and (iib) any amounts referred to in Section 3.3(c) incurred by such the Issuing Lender in connection with such payment, and the Revolving Credit Lenders shall make a Revolving Credit Loan bearing interest at the Base Rate in such amount, the proceeds of which shall be applied to reimburse such the Issuing Lender for the amount of the related drawing and such fees costs and expenses. Each Revolving Credit Lender acknowledges and agrees that its obligation to fund a Revolving Credit Loan in accordance with this Section 3.5 to reimburse such the Issuing Lender for any draft paid under a Letter of Credit issued by it is absolute and unconditional and shall not be affected by any circumstance whatsoever, including including, without limitation, non-satisfaction of the conditions set forth in Section 2.3(a) or Article VI. If the Borrower has elected to pay the amount of such drawing with funds from other sources and shall fail to reimburse such the Issuing Lender as provided above, the unreimbursed amount of such drawing shall bear interest at the rate which would be payable on any outstanding Base Rate Loans which were then overdue from the date such amounts become payable (whether at stated maturity, by acceleration or otherwise) until payment in full.

Reimbursement Obligation of the Borrower. In the event of any drawing under any Letter of Credit, the Borrower agrees to reimburse (either with the proceeds of a Revolving Credit Loan as provided for in this Section or with funds from other sources), in same day funds, the applicable Issuing Lender on each date on which such Issuing Lender notifies the Borrower of the date and amount of a draft paid by it under any Letter of Credit for the amount of (a) such draft so paid and (b) any amounts referred to in Section 3.3(c) incurred by such Issuing Lender in connection with such payment. Unless the Borrower shall immediately notify such Issuing Lender that the Borrower intends to reimburse such Issuing Lender for such drawing from other sources or funds, the Borrower shall be deemed to have timely given a Notice of Borrowing to the Administrative Agent requesting that the Revolving Credit Lenders make a Revolving Credit Loan bearing interest at the Base Rate on the applicable repayment such date in the amount of (ia) such draft so paid and (iib) any amounts referred to in Section 3.3(c) incurred by such Issuing Lender in connection with such payment, and the Revolving Credit Lenders shall make a Revolving Credit Loan bearing interest at the Base Rate in such amount, the proceeds of which shall be applied to reimburse such the Issuing Lender for the amount of the related drawing and such fees costs and expenses. Each Revolving Credit Lender acknowledges and agrees that its obligation to fund a Revolving Credit Loan in accordance with this Section to reimburse such the Issuing Lender for any draft paid under a Letter of Credit issued by it is absolute and unconditional and shall not be affected by any circumstance whatsoever, including including, without limitation, non-satisfaction of the conditions set forth in Section 2.3(a) or Article VI. V. If the Borrower has elected to pay the amount of such drawing with funds from other sources and shall fail to reimburse such the Issuing Lender as provided above, the unreimbursed amount of such drawing shall bear interest at the rate which would be payable on any outstanding Base Rate Loans which were then overdue from the date such amounts become payable (whether at stated maturity, by acceleration or otherwise) until payment in full.

Reimbursement Obligation of the Borrower. In the event of any drawing under any Letter of Credit, the The Borrower agrees to reimburse (either with the proceeds of a Revolving Credit Loan as provided for in this Section or with funds from other sources), in same day funds, the applicable Issuing Lender on each date on which such the Issuing Lender notifies the Borrower of the date and amount of a draft paid by it under any Letter of Credit for the amount of (a) such draft so paid and (b) any amounts referred to in Section 3.3(c) taxes, fees, charges or other costs or expenses incurred by such the Issuing Lender in connection with such payment. Unless Each such payment shall be made to the Borrower shall immediately notify such Issuing Lender that the Borrower intends to reimburse such Issuing Lender at its address for such drawing from other sources or funds, the Borrower shall be deemed to have timely given a Notice of Borrowing to the Administrative Agent requesting that the Revolving Credit Lenders make a Revolving Credit Loan bearing interest at the Base Rate on the applicable repayment date notices specified herein in the amount of (i) such draft so paid and (ii) any amounts referred to in Section 3.3(c) incurred by such Issuing Lender in connection with such payment, and the Revolving Credit Lenders shall make a Revolving Credit Loan bearing interest at the Base Rate in such amount, the proceeds of which shall be applied to reimburse such Issuing Lender for the amount lawful money of the related drawing United States and such fees and expensesin immediately available funds. Each Revolving Credit Lender acknowledges and agrees that its obligation to fund a Revolving Credit Loan in accordance with this Section to reimburse such Issuing Lender for any draft paid under a Letter of Credit issued by it is absolute and unconditional and Interest shall not be affected by any circumstance whatsoever, including non-satisfaction of the conditions set forth in Section 2.3(a) or Article VI. If the Borrower has elected to pay the amount of such drawing with funds from other sources and shall fail to reimburse such Issuing Lender as provided above, the unreimbursed amount of such drawing shall bear interest at the rate which would be payable on any outstanding Base Rate Loans which were then overdue and all amounts remaining unpaid by the Borrower under this Article IIA from the date such amounts become payable (whether at stated maturity, by acceleration or otherwise) until payment in fullfull at the rate which would be payable on any outstanding Base Rate Loans which were then overdue. If the Borrower fails to timely reimburse the Issuing Lender on the date the Borrower receives the notice referred to in this Section 2A.5, the Borrower shall be deemed to have timely given a Notice of Borrowing hereunder to the Administrative Agent requesting the Lenders to make a Base Rate Loan on such date in an amount equal to the amount of such drawing and, subject to the satisfaction or waiver of the conditions precedent specified in Article V, the Lenders shall make Base Rate Loans in such amount, the proceeds of which shall be applied to reimburse the Issuing Lender for the amount of the related drawing and costs and expenses.

Reimbursement Obligation of the Borrower. In the event of any drawing under any Letter of Credit, the The applicable Borrower agrees or Borrowers agree to reimburse (either with the proceeds of a Revolving Credit Loan as provided for in this Section or with funds from other sources), in same day funds, the applicable Issuing Lender on each date on which such the Issuing Lender notifies the such Borrower or Borrowers of the date and amount of a draft paid by it under any Letter of Credit for the amount of (a) such draft so paid and (b) any amounts referred to in Section 3.3(c) taxes, fees, charges or other costs or expenses incurred by such the Issuing Lender in connection with such payment. Unless Each such payment shall be made to the Borrower shall immediately notify such Issuing Lender that the Borrower intends to reimburse such Issuing Lender at its address for such drawing from other sources or funds, the Borrower shall be deemed to have timely given a Notice of Borrowing to the Administrative Agent requesting that the Revolving Credit Lenders make a Revolving Credit Loan bearing interest at the Base Rate on notices specified herein in the applicable repayment date Permitted Currency and in the amount of (i) such draft so paid and (ii) any amounts referred to in Section 3.3(c) incurred by such Issuing Lender in connection with such payment, and the Revolving Credit Lenders immediately available funds. Interest shall make a Revolving Credit Loan bearing interest at the Base Rate in such amount, the proceeds of which shall be applied to reimburse such Issuing Lender for the amount of the related drawing and such fees and expenses. Each Revolving Credit Lender acknowledges and agrees that its obligation to fund a Revolving Credit Loan in accordance with this Section to reimburse such Issuing Lender for any draft paid under a Letter of Credit issued by it is absolute and unconditional and shall not be affected by any circumstance whatsoever, including non-satisfaction of the conditions set forth in Section 2.3(a) or Article VI. If the Borrower has elected to pay the amount of such drawing with funds from other sources and shall fail to reimburse such Issuing Lender as provided above, the unreimbursed amount of such drawing shall bear interest at the rate which would be payable on any outstanding Base Rate Loans which were then overdue and all amounts remaining unpaid by the Borrowers under this Article III from the date such amounts become payable (whether at stated maturity, by acceleration or otherwise) until payment in fullfull at the rate which would be payable on any outstanding Base Rate Loans which were then overdue. If the Borrowers fail to timely reimburse the Issuing Lender on the date the Borrowers receive the notice referred to in this Section 3.5, the Borrowers shall be deemed to have timely given a Notice of Borrowing hereunder to the Administrative Agent requesting the Lenders to make a Base Rate Loan on such date in an amount equal to the amount of such drawing and, subject to the satisfaction or waiver of the conditions precedent specified in Article V, the Lenders shall make Base Rate Loans in such amount, the proceeds of which shall be applied to reimburse the Issuing Lender for the amount of the related drawing and costs and expenses.

Reimbursement Obligation of the Borrower. In the event of any drawing under any Letter of Credit, the Borrower agrees to reimburse (either with the proceeds of a Revolving Credit Loan as provided for in this Section 3.5 or with funds from other sources), in same day funds, the applicable Issuing Lender on each date on which such the Issuing Lender notifies the Borrower of the date and amount of a draft paid by it under any Letter of Credit for the amount of (a) such draft so paid and (b) any amounts referred to in Section 3.3(c) incurred by such the Issuing Lender in connection with such payment. Unless the Borrower shall immediately notify such the Issuing Lender that the Borrower intends to reimburse such the Issuing Lender for such drawing from other sources or funds, the Borrower shall be deemed to have timely given a Notice of Revolving Loan Borrowing to the Administrative Agent requesting that the Revolving Credit Lenders make a Revolving Credit Loan bearing interest at the Base Rate on the applicable repayment such date in the amount of (ia) such draft so paid and (iib) any amounts referred to in Section 3.3(c) incurred by such the Issuing Lender in connection with such payment, and the Revolving Credit Lenders shall make a Revolving Credit Loan bearing interest at the Base Rate in such amount, the proceeds of which shall be applied to reimburse such the Issuing Lender for the amount of the related drawing and such fees costs and expenses. Each Revolving Credit Lender acknowledges and agrees that its obligation to fund a Revolving Credit Loan in accordance with this Section 3.5 to reimburse such the Issuing Lender for any draft paid under a Letter of Credit issued by it is absolute and unconditional and shall not be affected by any circumstance whatsoever, including including, without limitation, non-satisfaction of the conditions set forth in Section 2.3(a) or Article VI. If the Borrower has elected to pay the amount of such drawing with funds from other sources and shall fail to reimburse such the Issuing Lender as provided above, the unreimbursed amount of such drawing shall bear interest at the rate which would be payable on any outstanding Base Rate Loans which were then overdue from the date such amounts become payable (whether at stated maturity, by acceleration or otherwise) until payment in full.

Reimbursement Obligation of the Borrower. In the event of any drawing under any Letter of Credit, the Borrower agrees to reimburse (either with the proceeds of a Revolving Credit Loan as provided for in this Section or with funds from other sources), in same day funds, the applicable Issuing Lender on each date on which such the Issuing Lender notifies the Borrower of the date and amount of a draft paid by it under any Letter of Credit for the amount of the sum of: (a) such draft so paid and (b) any amounts referred to in Section 3.3(c) incurred by such the Issuing Lender in connection with such payment. Unless the Borrower shall immediately notify such the Issuing Lender that the Borrower intends to reimburse such the Issuing Lender for such drawing from other sources or funds, the Borrower shall be deemed to have timely given a Notice of Borrowing to the Administrative Agent requesting that the Revolving Credit Lenders make a Revolving Credit Loan bearing interest at the Base Rate on the applicable repayment such date in the amount of the sum of: (ia) such draft so paid and (iib) any amounts referred to in Section 3.3(c) incurred by such the Issuing Lender in connection with such payment, and the Revolving Credit Lenders shall make a Revolving Credit Loan bearing interest at the Base Rate in such amount, the proceeds of which shall be applied to reimburse such the Issuing Lender for the amount of the related drawing and such fees costs and expenses. Each Revolving Credit Lender acknowledges and agrees that its obligation to fund a Revolving Credit Loan in accordance with this Section to reimburse such the Issuing Lender for any draft paid under a Letter of Credit issued by it is absolute and unconditional and shall not be affected by any circumstance whatsoever, including including, without limitation, non-satisfaction of the conditions set forth in Section 2.3(a) or Article VI. V. If the Borrower has elected to pay the amount of such drawing with funds from other sources and shall fail to reimburse such the Issuing Lender as provided above, the unreimbursed amount of such drawing shall bear interest at the rate which would be payable on any outstanding Revolving Credit Loans which are Base Rate Loans which were then overdue from the date such amounts become payable (whether at stated maturity, by acceleration or otherwise) until payment in full.

Reimbursement Obligation of the Borrower. In the event of any drawing under any Letter of Credit, the The Borrower agrees to reimburse (either with the proceeds of a Revolving Credit Loan as provided for in this Section or with funds from other sources), in same day funds, the applicable Issuing Lender on each date on which such the Issuing Lender notifies the Borrower of the date and amount of a draft paid by it under any Letter of Credit for the amount of (a) such draft so paid and (b) any amounts referred to in Section 3.3(c) taxes, fees, charges or other costs or expenses incurred by such the Issuing Lender in connection with such payment. Unless Each such payment shall be made to the Issuing Lender at its address for notices specified herein in lawful money of the United States and in immediately available funds. Interest shall be payable on any and all amounts remaining unpaid by the Borrower shall immediately notify under this Article III from the date such amounts become payable (whether at stated maturity, by acceleration or otherwise) until payment in full at the rate which would be payable on any outstanding Base Rate Loans which were then overdue. If the Borrower fails to timely reimburse the Issuing Lender that on the date the Borrower intends receives the notice referred to reimburse such Issuing Lender for such drawing from other sources or fundsin this Section 3.5, the Borrower shall be deemed to have timely given a Notice of Borrowing hereunder to the Administrative Agent requesting that the Revolving Credit Lenders to make a Revolving Credit Loan bearing interest at the Base Rate Loan on the applicable repayment such date in an amount equal to the amount of (i) such draft so paid and (ii) any amounts referred to drawing and, regardless of whether or not the conditions precedent specified in Section 3.3(c) incurred by such Issuing Lender in connection with such paymentArticle V have been satisfied, and the Revolving Credit Lenders shall make a Revolving Credit Loan bearing interest at the Base Rate Loans in such amount, the proceeds of which shall be applied to reimburse such the Issuing Lender for the amount of the related drawing and such fees costs and expenses. Each Revolving Credit Lender acknowledges and agrees that its obligation to fund a Revolving Credit Loan in accordance with this Section 3.5 to reimburse such the Issuing Lender for any draft paid under a Letter of Credit issued by it is absolute and unconditional and shall not be affected by any circumstance whatsoeverwhatsoever including, including without limitation, non-satisfaction of the conditions set forth in Section 2.3(a) or Article VI. V. If the Borrower has elected to pay the amount of such drawing with funds from other sources and shall fail to reimburse such the Issuing Lender as provided above, the unreimbursed amount of such drawing shall bear interest at the rate which would be payable on any outstanding Base Rate Loans which were then overdue from the date such amounts become payable (whether at stated maturity, by acceleration or otherwise) until payment in full.

Reimbursement Obligation of the Borrower. In the event of any drawing under any Letter of Credit, the Borrower agrees to reimburse (either with the proceeds of a Revolving Credit Loan as provided for in this Section or with funds from other sources), in same day funds, the applicable Issuing Lender on each date on which such the Issuing Lender notifies the Borrower of the date and amount of a draft paid by it under any Letter of Credit for the amount of (a) such draft so paid and (b) any amounts referred to in Section 3.3(c) incurred by such the Issuing Lender in connection with such payment. Unless the Borrower shall immediately notify such the Issuing Lender that the Borrower intends to reimburse such the Issuing Lender for such drawing from other sources or funds, the Borrower shall be deemed to have timely given a Notice of Borrowing to the Administrative Agent requesting that the Revolving Credit Lenders make a Revolving Credit Loan bearing interest at the Base Rate on the applicable repayment such date in the amount of (ia) such draft so paid and (iib) any amounts referred to in Section 3.3(c) incurred by such the Issuing Lender in connection with such payment, and the Revolving Credit Lenders shall make a Revolving Credit Loan bearing interest at the Base Rate in such amount, the proceeds of which shall be applied to reimburse such the Issuing Lender for the amount of the related drawing and such fees costs and expenses. Each Revolving Credit Lender acknowledges and agrees that its obligation to fund a Revolving Credit Loan in accordance with this Section to reimburse such the Issuing Lender for any draft paid under a Letter of Credit issued by it is absolute and unconditional and shall not be affected by any circumstance whatsoever, including non-satisfaction of the conditions set forth in Section 2.3(a) or Article VI. V. If the Borrower has elected to pay the amount of such drawing with funds from other sources and shall fail to reimburse such the Issuing Lender as provided above, the unreimbursed amount of such drawing shall bear interest at the rate which would be payable on any outstanding Base Rate Loans which were then overdue from the date such amounts become payable (whether at stated maturity, by acceleration or otherwise) until payment in full.

Reimbursement Obligation of the Borrower. In the event of any drawing under any Letter of Credit, the Borrower agrees to reimburse (either with the proceeds of a Revolving Credit Loan as provided for in this Section or with funds from other sources), in same day funds, the applicable Issuing Lender on each date on which such the Issuing Lender notifies the Borrower of the date and amount of a draft paid by it under any Letter of Credit for the amount of (a) such draft so paid and (b) any amounts referred to in Section 3.3(c) incurred by such the Issuing Lender in connection with such payment. Unless the Borrower shall immediately notify such the Issuing Lender that the Borrower intends to reimburse such the Issuing Lender for such drawing from other sources or funds, the Borrower shall be deemed to have timely given a Notice of Borrowing to the Administrative Agent requesting that the Revolving Credit Lenders make a Revolving Credit Loan bearing interest at the Base Rate on the applicable repayment date in the amount of (i) such draft so paid and (ii) any amounts referred to in Section 3.3(c) incurred by such the Issuing Lender in connection with such payment, and the Revolving Credit Lenders shall make a Revolving Credit Loan bearing interest at the Base Rate in such amount, the proceeds of which shall be applied to reimburse such the Issuing Lender for the amount of the related drawing and such fees and expenses. Each Revolving Credit Lender acknowledges and agrees that its obligation to fund a Revolving Credit Loan in accordance with this Section to reimburse such the Issuing Lender for any draft paid under a Letter of Credit issued by it is absolute and unconditional and shall not be affected by any circumstance whatsoever, including including, without limitation, non-satisfaction of the conditions set forth in Section 2.3(a) or Article VI. If the Borrower has elected to pay the amount of such drawing with funds from other sources and shall fail to reimburse such the Issuing Lender as provided above, the unreimbursed amount of such drawing shall bear interest at the rate which would be payable on any outstanding Base Rate Loans which were then overdue from the date such amounts become payable (whether at stated maturity, by acceleration or otherwise) until payment in full.

Reimbursement Obligation of the Borrower. In the event of any drawing Drafts drawn under any each Letter of Credit shall be deemed to be drafts drawn under Tranche D Letters of Credit for so long as there are any undrawn Tranche D Letters of Credit and thereafter shall be deemed to be drafts drawn under RC Letters of Credit, the . The Borrower agrees to reimburse (either the Issuing Lender in accordance with the proceeds of a Revolving Credit Loan as provided for in this Section or with funds from other sources), in same day funds, the applicable Issuing Lender on each date on which such Issuing Lender notifies upon notification of the Borrower of the date and amount of a draft paid by it presented under any Letter of Credit and paid by the Issuing Lender for the amount of (a) such draft so paid and (b) any amounts referred to in Section 3.3(c) taxes, fees, charges or other costs or expenses incurred by such the Issuing Lender in connection with such payment. Unless In the case of RC Letters of Credit, if the Borrower is notified as provided in the immediately preceding sentence by 2:00 P.M., New York City time, on any day, then the Borrower shall immediately notify such so reimburse the Issuing Lender that by 12:00 Noon, New York City time, on the Borrower intends to reimburse such Issuing Lender for such drawing from other sources or fundsnext succeeding Business Day, and, if so notified after 2:00 P.M., New York City time, on any day, the Borrower shall be deemed to have timely given a Notice of Borrowing to so reimburse the Administrative Agent requesting that the Revolving Credit Lenders make a Revolving Credit Loan bearing interest at the Base Rate Issuing Lender by 12:00 Noon, New York City time, on the applicable repayment date in second succeeding Business Day. In the amount case of (i) such draft so paid and (ii) Tranche D Letters of Credit, the Tranche D LC Reimbursement Amount shall be reimbursed by the Borrower no later than the Tranche D LC Termination Date, provided that any amounts referred to in Section 3.3(c) taxes, fees, charges or other costs or expenses incurred by such the Issuing Lender in connection with such payment, and the Revolving Credit Lenders shall make a Revolving Credit Loan bearing interest at the Base Rate in such amount, the proceeds of which relevant draft shall be applied payable to reimburse such the Issuing Lender on demand. Each such payment shall be made to the Issuing Lender at its address for the amount notices specified herein in lawful money of the related drawing United States and such fees and expensesin immediately available funds. Each Revolving Credit Lender acknowledges and agrees that its obligation to fund a Revolving Credit Loan in accordance with this Section to reimburse such Issuing Lender for any draft paid under a Letter of Credit issued by it is absolute and unconditional and Interest shall not be affected by any circumstance whatsoever, including non-satisfaction of the conditions set forth in Section 2.3(a) or Article VI. If the Borrower has elected to pay the amount of such drawing with funds from other sources and shall fail to reimburse such Issuing Lender as provided above, the unreimbursed amount of such drawing shall bear interest at the rate which would be payable on any outstanding Base Rate Loans which were then overdue and all amounts remaining unpaid by the Borrower under this Section from the date such amounts become payable (whether at stated maturity, by acceleration or otherwise) until payment in fullfull (i) in the case of RC Letters of Credit, at the rate set forth in (x) until the second Business Day following the date of payment of the applicable drawing, Section 2.14(b) and (y) thereafter, Section 2.14(c), in each case payable on demand, and (ii) in the case of Tranche D Letters of Credit, (x) until the Borrower has given a Loan Equivalent Notice with respect to the relevant portion of the Tranche D LC Reimbursement Amount, the ABR plus 1.75%, payable quarterly in arrears on each LC Fee Payment Date, and (y) thereafter, with respect to any such portion, at the applicable rate set forth in Section 2.14. Payment by the Borrower of any Tranche D LC Reimbursement Amount and interest thereon shall be made (a) directly to the Issuing Lender for its own account to the extent the Tranche D Credit-Linked Deposit has not been applied to reimburse the Issuing Lender for the relevant drawing or (b) ratably to the Tranche D LC Lenders, otherwise.

Reimbursement Obligation of the Borrower. In the event of If any drawing draft is paid under any Letter of Credit, the Borrower agrees to shall reimburse (either with the proceeds of a Revolving Credit Loan as provided for in this Section or with funds from other sources), in same day funds, the applicable Issuing Lender on each date on which with respect to such Issuing Lender notifies the Borrower of the date and amount of a draft paid by it under any Letter of Credit the Issuing Lender for the amount of (a) such the draft so paid and (b) any amounts referred to in Section 3.3(c) incurred by such Issuing Lender in connection with such payment. Unless the Borrower shall immediately notify such Issuing Lender that the Borrower intends to reimburse such Issuing Lender for such drawing from taxes, fees, charges or other sources costs or funds, the Borrower shall be deemed to have timely given a Notice of Borrowing to the Administrative Agent requesting that the Revolving Credit Lenders make a Revolving Credit Loan bearing interest at the Base Rate on the applicable repayment date in the amount of (i) such draft so paid and (ii) any amounts referred to in Section 3.3(c) expenses incurred by such Issuing Lender in connection with such payment, not later than 10:00 A.M., New York City time, on (i) the Business Day that the Borrower receives notice of such draft, if such notice is received on such day prior to 1:00 P.M., New York City time, or (ii) if clause (i) above does not apply, the Business Day immediately following the day that the Borrower receives such notice. Each such payment shall be made to the applicable Issuing Lender at its address for notices referred to herein in Dollars and in immediately available funds. If any draft is paid under any Letter of Credit, then, unless the Borrower shall reimburse the applicable Issuing Lender in full on the same day that such draft is paid, the unpaid amount thereof shall bear interest for each day from and including the date on which such draft is paid to but excluding the date that the Borrower makes reimbursement in full, at (a) in the case of a Revolving L/C Disbursement, the rate per annum then applicable to ABR Loans under the Revolving Facility and (b) in the case of an Institutional L/C Disbursement, the rate per annum then applicable to ABR Loans under the Tranche B Term Facility (determined without regard to whether the Tranche B Term Facility is in effect); provided that, if the Borrower does not make reimbursement in full on or prior to the second Business Day following the date of the applicable drawing, then Section 2.14(c) shall apply; provided that, with respect to Institutional Letters of Credit, the Borrower may authorize the Issuing Lender to draw such payment from the Institutional L/C Collateral Account. If the Issuing Lender with respect to an Institutional Letter of Credit Lenders shall make a Revolving not have received from the Borrower the payment required to be made by this Section 3.5 with respect to any Institutional Letter of Credit Loan bearing interest at within the Base Rate time specified in this Section, such Issuing Lender will promptly notify the Administrative Agent of the unreimbursed amount of an Institutional L/C Disbursement. In each such event, the Borrower hereby authorizes and directs the Issuing Lender with respect to an Institutional Letter of Credit to withdraw from the Institutional L/C Collateral Account an amount equal to such unreimbursed amount. The Administrative Agent shall promptly upon request advise the Issuing Lender with respect to an Institutional Letter of Credit of the aggregate amount of any such permitted withdrawal, and such Issuing Lender shall promptly advise the Administrative Agent of the amount of any such reimbursement it shall effect with the proceeds of which shall any such withdrawal. Any amounts received by the Administrative Agent thereafter pursuant to this Section 3.5 in respect of an unreimbursed amount of an Institutional L/C Disbursement under an Institutional Letter of Credit will be applied promptly remitted by the Administrative Agent to the Institutional Collateral Account (it being understood that, thereafter, such amounts will be available to reimburse such the Issuing Lender for the amount with respect to an Institutional Letter of the related drawing and such fees and expenses. Each Revolving Credit Lender acknowledges and agrees that its obligation to fund a Revolving Credit Loan in accordance with this Section to reimburse such Issuing Lender for any draft paid under a Letter of Credit issued by it is absolute and unconditional and shall not be affected by any circumstance whatsoever, including non-satisfaction of the conditions set forth in Section 2.3(a) or Article VI. If the Borrower has elected to pay the amount of such drawing with funds from other sources and shall fail to reimburse such Issuing Lender as provided above, the unreimbursed amount of such drawing shall bear interest at the rate which would be payable on any outstanding Base Rate Loans which were then overdue from the date such amounts become payable (whether at stated maturity, by acceleration or otherwise) until payment in full3.5).

Reimbursement Obligation of the Borrower. In the event of any drawing under any Letter of Credit, the The Borrower agrees to reimburse (either the Issuing Lender in accordance with the proceeds immediately following sentence upon notification of a Revolving Credit Loan as provided for in this Section or with funds from other sources), in same day funds, the applicable Issuing Lender on each date on which such Issuing Lender notifies the Borrower of the date and amount of a draft paid by it presented under any Revolving Letter of Credit and paid by the Issuing Lender for the amount of (a) such draft so paid and (b) any amounts referred to in Section 3.3(c) taxes, fees, charges or other costs or expenses incurred by such the Issuing Lender in connection with such payment. Unless If the Borrower is notified as provided in the immediately preceding sentence by 2:00 P.M., New York City time, on any day, then the Borrower shall immediately notify such so reimburse the Issuing Lender that by 12:00 Noon, New York City time, on the Borrower intends to reimburse such Issuing Lender for such drawing from other sources or fundsnext succeeding Business Day, and, if so notified after 2:00 P.M., New York City time, on any day, the Borrower shall so reimburse the Issuing Lender by 12:00 Noon, New York City time, on the second succeeding Business Day. Each such payment shall be deemed to have timely given a Notice of Borrowing made to the Administrative Agent requesting that the Revolving Credit Lenders make a Revolving Credit Loan bearing interest at the Base Rate on the applicable repayment date in the amount of (i) such draft so paid and (ii) any amounts referred to in Section 3.3(c) incurred by such Issuing Lender at its address for notices specified herein in connection with such payment, and the Revolving Credit Lenders shall make a Revolving Credit Loan bearing interest at the Base Rate in such amount, the proceeds of which shall be applied to reimburse such Issuing Lender for the amount lawful money of the related drawing United States and such fees and expensesin immediately available funds. Each Revolving Credit Lender acknowledges and agrees that its obligation to fund a Revolving Credit Loan in accordance with this Section to reimburse such Issuing Lender for any draft paid under a Letter of Credit issued by it is absolute and unconditional and Interest shall not be affected by any circumstance whatsoever, including non-satisfaction of the conditions set forth in Section 2.3(a) or Article VI. If the Borrower has elected to pay the amount of such drawing with funds from other sources and shall fail to reimburse such Issuing Lender as provided above, the unreimbursed amount of such drawing shall bear interest at the rate which would be payable on any outstanding Base Rate Loans which were then overdue and all amounts remaining unpaid by the Borrower under this Section from the date such amounts become payable (whether at stated maturity, by acceleration or otherwise) until payment in fullfull at the rate set forth in (i) until the second Business Day following the date of payment of the applicable drawing, Section 2.14(b) and (ii) thereafter, Section 2.14(c) (but only, in the case of the NJ Letter of Credit, to the extent such payment of such drawing has not been refunded by the LC Participants as contemplated in the next succeeding sentence). Notwithstanding anything to the contrary herein, in the case of any payment of any drawing under the NJ Letter of Credit, the Issuing Lender shall notify the relevant LC Participants that such payment of such drawing is to be refunded by such LC Participants through the purchase of participating interests pursuant to Section 3.4 that will constitute LC/MD Reimbursement Loans, with the funding date thereof to be the second Business Day after the date of payment of such drawing. Any such LC/MD Reimbursement Loans shall initially be ABR Loans and may from time to time thereafter be Eurodollar Loans or ABR Loans, as contemplated by Section 2.1. In the event that, for any reason, any portion of the LC/MD Reimbursement Loans required to be funded by the relevant LC Participants as provided above are not so funded, the Borrower shall be obligated to reimburse the Issuing Lender for such unfunded amounts no later than the date that is three Business Days after the date such funding by the LC Participants was otherwise required to be made.

Reimbursement Obligation of the Borrower. In the event of any drawing under any Letter of Credit, the Borrower agrees to reimburse (either with the proceeds of a Revolving Credit Loan as provided for in this Section or with funds from other sources), in same day funds, the applicable Issuing Lender (x) on each date on which such the day of drawing under any Letter of Credit if the Issuing Lender notifies the Borrower of prior to 11:00 a.m. on such date or (y) if the Issuing Lender notifies the Borrower after 11:00 a.m., on the following Business Day, in either case, which notice shall provide the date and amount of a draft paid by it under any Letter of Credit for the amount of (a) such draft so paid and (b) any amounts referred to in Section 3.3(c) incurred by such the Issuing Lender in connection with such payment. Unless the Borrower shall immediately notify such the Issuing Lender that the Borrower intends to reimburse such the Issuing Lender for such drawing from other sources or funds, the Borrower shall be deemed to have timely given a Notice of Borrowing to the Administrative Agent requesting that the Revolving Credit Lenders make a Revolving Credit Loan bearing interest at the Base Rate on the applicable repayment date that such reimbursement is required in the amount of (ia) such draft so paid and (iib) any amounts referred to in Section 3.3(c) incurred by such the Issuing Lender in connection with such payment, and the Revolving Credit Lenders shall make a Revolving Credit Loan bearing interest at the Base Rate in such amount, the proceeds of which shall be applied to reimburse such the Issuing Lender for the amount of the related drawing and such fees costs and expenses. Each Revolving Credit Lender acknowledges and agrees that its obligation to fund a Revolving Credit Loan in accordance with this Section to reimburse such the Issuing Lender for any draft paid under a Letter of Credit issued by it is absolute and unconditional and shall not be affected by any circumstance whatsoever, including including, without limitation, non-satisfaction of the conditions set forth in Section 2.3(a2.2(a) or Article VI. If the Borrower has elected to pay the amount of such drawing with funds from other sources and shall fail to reimburse such the Issuing Lender as provided above, the unreimbursed amount of such drawing shall bear interest at the rate which would be payable on any outstanding Base Rate Loans which were then overdue from the date such amounts become payable (whether at stated maturity, by acceleration or otherwise) until payment in full.

Reimbursement Obligation of the Borrower. In the event of any drawing under any Letter of Credit, the Borrower agrees to reimburse (either with the proceeds of a Revolving Credit Working Capital Loan as provided for in this Section 3.05 or with funds from other sources), in same day funds, the applicable ------------ Issuing Lender on each date on which such the Issuing Lender notifies the Borrower of the date and amount of a draft paid by it under any Letter of Credit for the amount of (a) such draft so paid and (b) any amounts referred to in Section 3.3(c3.03(c) --------------- incurred by such the Issuing Lender in connection with such payment. Unless the Borrower shall immediately notify such the Issuing Lender that the Borrower intends to reimburse such the Issuing Lender for such drawing from other sources or funds, the Borrower shall be deemed to have timely given a Notice of Borrowing to the Administrative Agent requesting that the Revolving Credit Lenders make a Revolving Credit Working Capital Loan bearing interest at the Base Rate on the applicable repayment such date in the amount of (ia) such draft so paid and (iib) any amounts referred to in Section 3.3(c3.03(c) incurred by such the --------------- Issuing Lender in connection with such payment, and the Revolving Credit Lenders shall make a Revolving Credit Working Capital Loan bearing interest at the Base Rate in such amount, the proceeds of which shall be applied to reimburse such the Issuing Lender for the amount of the related drawing and such fees costs and expenses. Each Revolving Credit Lender acknowledges and agrees that its obligation to fund a Revolving Credit Working Capital Loan in accordance with this Section 3.05 to reimburse such the Issuing Lender for any draft paid under a ------------ Letter of Credit issued by it is absolute and unconditional and shall not be affected by any circumstance whatsoever, including non-satisfaction including, without limitation, the existence of a Default or an Event of Default other than a Default or Event of Default that the Issuing Bank had actual knowledge of at the time of the conditions set forth in Section 2.3(a) or Article VIissuance of such Letter of Credit. If the Borrower has elected to pay the amount of such drawing with funds from other sources and shall fail to reimburse such the Issuing Lender as provided above, the unreimbursed amount of such drawing shall bear interest at in the rate which would be payable on any outstanding Base Rate Loans which were then overdue from the date such amounts become payable (whether at stated maturity, by acceleration or otherwise) until payment in full.

Reimbursement Obligation of the Borrower. In the event of any drawing under any Letter of Credit, the Borrower agrees to reimburse (either with the proceeds of a Revolving Credit Loan as provided for in this Section or with funds from other sources), in same day funds, the applicable Issuing Lender on each date on which such the Issuing Lender notifies the Borrower of the date and amount of a draft paid by it under any Letter of Credit for the amount of (a) such draft so paid and (b) any amounts referred to in Section 3.3(c) incurred by such the Issuing Lender in connection with such payment. Unless the Borrower shall immediately promptly notify such the Issuing Lender that the Borrower intends to reimburse such the Issuing Lender for such drawing from other sources or funds, the Borrower shall be deemed to have timely given a Notice of Borrowing to the Administrative Agent requesting that the Revolving Credit Lenders make a Revolving Credit Loan bearing interest at the theas a Base Rate Loan on the applicable repayment date in the amount of (ia) such draft so paid and (iib) any amounts referred to in Section 3.3(c) incurred by such the Issuing Lender in connection with such payment, and the Revolving Credit Lenders shall make a Revolving Credit Loan bearing interest at the theas a Base Rate Loan in such amount, the proceeds of which shall be applied to reimburse such the Issuing Lender for the amount of the related drawing and such fees and expenses. Each Revolving Credit Lender acknowledges and agrees that its obligation to fund a Revolving Credit Loan in accordance with this Section to reimburse such the Issuing Lender for any draft paid under a Letter of Credit issued by it is absolute and unconditional and shall not be affected by any circumstance whatsoever, including including, without limitation, non-satisfaction of the conditions set forth in Section 2.3(a) or Article VI. If the Borrower has elected to pay the amount of such drawing with funds from other sources and shall fail to reimburse such the Issuing Lender as provided above, or if the amount of such drawing is not fully refunded through a Base Rate Loan as provided above, the unreimbursed amount of such drawing shall bear interest at the rate which would be payable on any outstanding Base Rate Loans which were then overdue from the date such amounts become payable (whether at stated maturity, by acceleration or otherwise) until payment in full.

Reimbursement Obligation of the Borrower. In the event of any drawing under any Letter of Credit, the Borrower agrees to reimburse (either with the proceeds of a Revolving Credit Loan as provided for in this Section 3.5 or with funds from other sources), in same day funds, the applicable Issuing Lender on each date on which such the Issuing Lender notifies the Borrower of the date and amount of a draft paid by it under any Letter of Credit for the amount of (a) such draft so paid and (b) any amounts referred to in Section 3.3(c) incurred by such the Issuing Lender in connection with such payment. Unless the Borrower shall immediately notify such the Issuing Lender that the Borrower intends to reimburse such the Issuing Lender for such drawing from other sources or funds, the Borrower shall be deemed to have timely given a Notice of Borrowing to the Administrative Agent requesting that the Revolving Credit Lenders make a Revolving Credit Loan (but not a Swingline Loan) bearing interest at the Base Rate on the applicable repayment such date in the amount of (ia) such draft so paid and (iib) any amounts referred to in Section 3.3(c) incurred by such the Issuing Lender in connection with such payment, and the Revolving Credit Lenders shall make a Revolving Credit Loan (but not a Swingline Loan) bearing interest at the Base Rate in such amount, the proceeds of which shall be applied to reimburse such the Issuing Lender for the amount of the related drawing and such fees costs and expenses. Each Revolving Credit Lender acknowledges and agrees that its obligation to fund a Revolving Credit Loan in accordance with this Section 3.5 to reimburse such the Issuing Lender for any draft paid under a Letter of Credit issued by it is absolute and unconditional and shall not be affected by any circumstance whatsoever, including including, without limitation, non-satisfaction of the conditions set forth in Section 2.3(a2.2(a) or Article VIVII. If the Borrower has elected to pay the amount of such drawing with funds from other sources and shall fail to reimburse such the Issuing Lender as provided above, the unreimbursed amount of such drawing shall bear interest at the rate which would be payable on any outstanding Base Rate Loans which were then overdue from the date such amounts become payable (whether at stated maturity, by acceleration or otherwise) until payment in full.

Reimbursement Obligation of the Borrower. In the event of any drawing under any Letter of Credit, the Borrower agrees to reimburse (either with the proceeds of a Revolving Credit Loan as provided for in this Section or with funds from other sources), in same day funds, in Dollars, the applicable Issuing Lender on each date on which such the Issuing Lender notifies the Borrower of the date and amount of a draft paid by it under any Letter of Credit (if such notice is received prior to 1:00 p.m. on such date or otherwise on the next succeeding Business Day) for the amount of (a) such draft so paid and (b) any amounts referred to in Section 3.3(c) incurred by such the Issuing Lender in connection with such paymentpayment (including, without limitation, any and all costs, fees and other expenses incurred by the Issuing Lender in effecting the payment of any Alternative Currency Letter of Credit). Unless the Borrower shall immediately notify such the Issuing Lender that the Borrower intends to reimburse such the Issuing Lender for such drawing from other sources or funds, the Borrower shall be deemed to have timely given a Notice of Borrowing to the Administrative Agent requesting that the Revolving Credit Lenders make a Revolving Credit Loan bearing interest at the Base Rate on the applicable repayment such date in the amount of (ia) such draft so paid and (iib) any amounts referred to in Section 3.3(c) incurred by such the Issuing Lender in connection with such paymentpayment (including, without limitation, any and all costs, fees and other expenses incurred by the Issuing Lender in effecting the payment of any Alternative Currency Letter of Credit), and the Revolving Credit Lenders shall make a Revolving Credit Loan bearing interest at the Base Rate in such amount, the proceeds of which shall be applied to reimburse such the Issuing Lender for the amount of the related drawing and such fees costs and expenses. Each Revolving Credit Lender acknowledges and agrees that its obligation to fund a Revolving Credit Loan in accordance with this Section to reimburse such the Issuing Lender for any draft paid under a Letter of Credit issued by it is absolute and unconditional and shall not be affected by any circumstance whatsoever, including including, without limitation, non-satisfaction of the conditions set forth in Section 2.3(a) or Article VI. If the Borrower has elected to pay the amount of such drawing with funds from other sources and shall fail to reimburse such the Issuing Lender as provided above, the unreimbursed amount of such drawing shall bear interest at the rate which would be payable on any outstanding Base Rate Loans which were then overdue from the date such amounts become payable (whether at stated maturity, by acceleration or otherwise) until payment in full.

Reimbursement Obligation of the Borrower. In the event of any drawing under any Letter of Credit, the Borrower agrees The Borrowers ---------------------------------------- agree to reimburse (either with the proceeds of a Revolving Credit Loan as provided for in this Section or with funds from other sources), in same day funds, the applicable Issuing Lender on each date on which such the Issuing Lender notifies the Borrower Borrowers of the date and amount of a draft paid by it under any Letter of Credit for the amount of (a) such draft so paid and (b) any amounts referred to in Section 3.3(c) taxes, fees, charges or other costs or expenses incurred by such the Issuing Lender in connection with such payment. Unless Each such payment shall be made to the Borrower shall immediately notify such Issuing Lender that the Borrower intends to reimburse such Issuing Lender at its address for such drawing from other sources or funds, the Borrower shall be deemed to have timely given a Notice of Borrowing to the Administrative Agent requesting that the Revolving Credit Lenders make a Revolving Credit Loan bearing interest at the Base Rate on the applicable repayment date notices specified herein in the amount of (i) such draft so paid and (ii) any amounts referred to in Section 3.3(c) incurred by such Issuing Lender in connection with such payment, and the Revolving Credit Lenders shall make a Revolving Credit Loan bearing interest at the Base Rate in such amount, the proceeds of which shall be applied to reimburse such Issuing Lender for the amount lawful money of the related drawing United States and such fees and expensesin immediately available funds. Each Revolving Credit Lender acknowledges and agrees that its obligation to fund a Revolving Credit Loan in accordance with this Section to reimburse such Issuing Lender for any draft paid under a Letter of Credit issued by it is absolute and unconditional and Interest shall not be affected by any circumstance whatsoever, including non-satisfaction of the conditions set forth in Section 2.3(a) or Article VI. If the Borrower has elected to pay the amount of such drawing with funds from other sources and shall fail to reimburse such Issuing Lender as provided above, the unreimbursed amount of such drawing shall bear interest at the rate which would be payable on any outstanding Base Rate Loans which were then overdue and all amounts remaining unpaid by the Borrowers under this Article III from the date such amounts become payable (whether at stated maturity, by acceleration or otherwise) until payment in fullfull at the rate which would be payable on any outstanding Base Rate Loans which were then overdue. If the Borrowers fail to timely reimburse the Issuing Lender on the date the Borrowers receive the notice referred to in this Section 3.5, the Borrowers shall be deemed to have timely given a Notice of Revolving Credit/Swingline Borrowing hereunder to the Administrative Agent requesting the Lenders to make a Base Rate Loan on such date in an amount equal to the amount of such drawing and, regardless of whether or not the conditions precedent specified in Article VI have been satisfied, the Lenders shall make Base Rate Loans in such amount, the proceeds of which shall be applied to reimburse the Issuing Lender for the amount of the related drawing and costs and expenses. In the event that any Revolving Credit Loan cannot for any reason be made on the date otherwise required above, including, without limitation, as a result of the commencement of a proceeding of the type described in Section 12.1(j) or (k), then each Lender shall forthwith purchase (as of the date such borrowing would otherwise have occurred) from the Issuing Lender an undivided participating interest in the unreimbursed draft as in an amount equal to its Revolving Credit Commitment Percentage of such unreimbursed draft.

Reimbursement Obligation of the Borrower. In the event of any drawing under any Letter of Credit, the Borrower agrees to reimburse (either with the proceeds of a Revolving Credit Loan as provided for in this Section 3.5 or with funds from other sources), in same day funds, the applicable Issuing Lender on each date on which such the Issuing Lender notifies the Borrower of the date and amount of a draft paid by it under any Letter of Credit for the amount of (a) such draft so paid and (b) any amounts referred to in Section 3.3(c) incurred by such the Issuing Lender in connection with such payment. Unless the Borrower shall immediately notify such the Issuing Lender that the Borrower intends to reimburse such the Issuing Lender for such drawing from other sources or funds, the Borrower shall be deemed to have timely given a Notice of Borrowing to the Administrative Agent requesting that the Revolving Credit Lenders make a Revolving Credit Loan bearing interest at the Base Rate on the applicable repayment such date in the amount of (ia) such draft so paid and (iib) any amounts referred to in Section 3.3(c) incurred by such the Issuing Lender in connection with such payment, and the Revolving Credit Lenders shall make a Revolving Credit Loan bearing interest at the Base Rate in such amount, the proceeds of which shall be applied to reimburse such the Issuing Lender for the amount of the related drawing and such fees costs and expenses. Each Revolving Credit Lender acknowledges and agrees that its obligation to fund a Revolving Credit Loan in accordance with this Section 3.5 to reimburse such the Issuing Lender for any draft paid under a Letter of Credit issued by it is absolute and unconditional and shall not be affected by any circumstance whatsoever, including including, without limitation, non-satisfaction of the conditions set forth in Section 2.3(a) or Article VI. If the Borrower has elected to pay the amount of such drawing with funds from other sources and shall fail to reimburse such the Issuing Lender as provided above, the unreimbursed amount of such drawing shall bear interest at the rate which would be payable on any outstanding Base Rate Loans which were then overdue from the date such amounts become payable (whether at stated maturity, by acceleration or otherwise) until payment in full.

Reimbursement Obligation of the Borrower. In the event of any drawing under any Letter of Credit, the Borrower agrees to reimburse (either with the proceeds of a Revolving Credit Loan as provided for in this Section if such reimbursement arises in respect of a Dollar Tranche Letter of Credit or with funds from other sources), in same day funds, the applicable Issuing Lender on each date on which such Issuing Lender notifies the Borrower of the date and amount of a draft paid by it under any Letter of Credit for the amount of the sum of (a) such draft so paid and (b) any amounts referred to in Section 3.3(c) incurred by such Issuing Lender in connection with such payment. Unless the Borrower shall immediately promptly, and in any CHAR2\1566724v8 event within one (1) Business Day, notify such the applicable Issuing Lender that the Borrower intends to reimburse such Issuing Lender for such drawing from other sources or funds, the Borrower shall be deemed to have timely given a Notice of Borrowing to the Administrative Agent requesting that that, if such Letter of Credit was issued under the Dollar Tranche, the Dollar Tranche Revolving Credit Lenders make a Dollar Tranche Revolving Credit Loan bearing interest at the Base Rate on the applicable repayment such date in the amount of the sum of (ia) such draft so paid and (iib) any amounts referred to in Section 3.3(c) incurred by such Issuing Lender in connection with such payment, and the Dollar Tranche Revolving Credit Lenders shall make a Dollar Tranche Revolving Credit Loan bearing interest at the Base Rate in such amount, the proceeds of which shall be applied to reimburse such Issuing Lender for the amount of the related drawing and such fees costs and expenses. Notwithstanding the foregoing or anything to the contrary set forth herein, no such automatic draw shall be available under the Designated Currency Tranche in respect of Letters of Credit issued under such Tranche. Each Dollar Tranche Revolving Credit Lender acknowledges and agrees that its obligation to fund a Dollar Tranche Revolving Credit Loan in accordance with this Section to reimburse such the applicable Issuing Lender for any draft paid under a Letter of Credit issued by it under the Dollar Tranche Revolving Credit Facility is absolute and unconditional and shall not be affected by any circumstance whatsoever, including non-satisfaction including, without limitation, non‑satisfaction of the conditions set forth in Section 2.3(a) or Article VISection 5.2. If the Borrower has elected to pay the amount of such drawing with funds from other sources (including, without limitation, all reimbursements for amounts under Designated Currency Tranche Letters of Credit), and shall fail to reimburse such the applicable Issuing Lender as provided above, the unreimbursed amount of such drawing shall bear interest at the rate which would be payable on any outstanding Base Rate Loans which were then overdue from the date such amounts become payable (whether at stated maturity, by acceleration or otherwise) until payment in full.

Reimbursement Obligation of the Borrower. In the event of any drawing under any Letter of Credit, the Borrower agrees to reimburse (either with the proceeds of a Revolving Credit Loan as provided for in this Section or with funds from other sources), in same day fundsfunds and in the same currency as such drawing, the applicable Issuing Lender on each within one (1) Business Day of date on which such Issuing Lender notifies the Borrower of the date date, amount and amount currency of a draft paid by it under any Letter of Credit for the amount of (a) such draft so paid and (b) any amounts referred to in Section 3.3(c) incurred by such Issuing Lender in connection with such payment. Unless the Borrower shall immediately notify such Issuing Lender that the Borrower intends to reimburse such Issuing Lender for such drawing from other sources or funds, the Borrower shall be deemed to have timely given a Notice of Borrowing to the Administrative Agent requesting that the Revolving Credit Lenders make a Revolving Credit Loan bearing interest at the as a Base Rate Loan on the applicable repayment date in the amount of (ia) such draft so paid (in the case of a draft paid in an Alternative Currency, such amount shall be the Dollar Equivalent of such draft on the applicable repayment date) and (iib) any amounts referred to in Section 3.3(c) incurred by such Issuing Lender in connection with such payment, and the Revolving Credit Lenders shall make a Revolving Credit Loan bearing interest at the as a Base Rate Loan in such amount, the proceeds of which shall be applied to reimburse such Issuing Lender for the amount of the related drawing and such fees costs and expenses. Each Revolving Credit Lender acknowledges and agrees that its obligation to fund a Revolving Credit Loan in accordance with this Section to reimburse such Issuing Lender for any draft paid under a Letter of Credit issued by it is absolute and unconditional and shall not be affected by any circumstance whatsoever, including including, without limitation, non-satisfaction of the conditions set forth in Section 2.3(a) or Article VI. If the Borrower has elected to pay the amount of such drawing with funds from other sources and shall fail to reimburse such Issuing Lender as provided above, or if the amount of such drawing is not fully refunded through a Base Rate Loan as provided above, the unreimbursed amount of such drawing shall bear interest at the rate which would be payable on any outstanding Base Rate Loans which were then overdue from the date such amounts become payable (whether at stated maturity, by acceleration or otherwise) until payment in full.

Reimbursement Obligation of the Borrower. In the event of any drawing under any Letter of Credit, the Borrower agrees to reimburse (either with the proceeds of a Revolving Credit Loan as provided for in this Section or with funds from other sources), in same day funds, the applicable Issuing Lender on each date Business Day on which such the Borrower receives notice from the Issuing Lender notifies (if notice is received prior to 10:00 a.m. on such date, or if notice has not been received by the Borrower prior to such time on such date, then on the Business Day immediately following the day that the Borrower receives such notice) of the date and amount of a draft paid by it under any Letter of Credit for the amount of (a) such draft so paid and (b) any amounts referred to in Section 3.3(c) incurred by such the Issuing Lender in connection with such payment. Unless the Borrower shall immediately notify such the Issuing Lender that the Borrower intends to reimburse such the Issuing Lender for such drawing from other sources or funds, the Borrower shall be deemed to have timely given a Notice of Borrowing to the Administrative Agent requesting that the Revolving Credit Lenders make a Revolving Credit Loan bearing interest at the Base Rate on the applicable repayment such date in the amount of (ia) such draft so paid and (iib) any amounts referred to in Section 3.3(c) incurred by such the Issuing Lender in connection with such payment, and the Revolving Credit Lenders shall make a Revolving Credit Loan bearing interest at the Base Rate in such amount, the proceeds of which shall be applied to reimburse such the Issuing Lender for the amount of the related drawing and such fees costs and expenses. Each Revolving Credit Lender acknowledges and agrees that its obligation to fund a Revolving Credit Loan in accordance with this Section to reimburse such the Issuing Lender for any draft paid under a Letter of Credit issued by it is absolute and unconditional and shall not be affected by any circumstance whatsoever, including including, without limitation, non-satisfaction of the conditions set forth in Section 2.3(a) or Article VI. V. If the Borrower has elected to pay the amount of such drawing with funds from other sources and shall fail to reimburse such the Issuing Lender as provided above, the unreimbursed amount of such drawing shall bear interest at the rate which would be payable on any outstanding Base Rate Loans which were then overdue from the date such amounts become payable (whether at stated maturity, by acceleration or otherwise) until payment in full.

Reimbursement Obligation of the Borrower. In (i) Each Issuing Bank shall, upon receipt from the event beneficiary of any Letter of Credit of any notice of a drawing under any such Letter of Credit, notify the Borrower and the Administrative Agent thereof. The Borrower hereby agrees to reimburse each Issuing Bank (either with through the proceeds Administrative Agent) upon receipt by the Borrower of a Revolving Credit Loan as provided for in this Section or with funds notice from other sources), in same day funds, the applicable Issuing Lender on each date on which such Issuing Lender notifies the Borrower Bank of the date and amount of a draft paid by it presented under any Letter of Credit issued on its behalf and paid by such Issuing Bank, for the amount of (a) such draft so paid and any fees, charges or other costs or expenses (bexcluding, in each case, any taxes) any amounts referred to in Section 3.3(c) reasonably incurred by such Issuing Lender Bank in connection with such payment. Unless Each such payment shall be made to the Administrative Agent for the account of the applicable Issuing Bank at its address for notices specified herein in the currency in which such Letter of Credit is denominated (except that, in the case of any Letter of Credit denominated in a Designated Foreign Currency, in the event that such payment is to be made in Dollars pursuant to the following sentence, such payment shall be made in Dollars, in an amount equal to the Dollar Equivalent of the amount of such payment converted on the date of such notice into Dollars at the Spot Rate of Exchange on such date) and in immediately available funds, no later than 3:00 P.M., New York City time, on the next succeeding Business Day after the date on which the Borrower shall immediately notify receives such Issuing Lender that notice. In the Borrower intends to reimburse such Issuing Lender for such drawing from other sources or fundscase of a Letter of Credit denominated in a Designated Foreign Currency, the Borrower shall be deemed to 116 reimburse the applicable Issuing Bank in such Designated Foreign Currency, unless (A) such Issuing Bank (at its option) shall have timely given a Notice specified in such notice that it will require reimbursement in Dollars, or (B) in the absence of Borrowing to any such requirement for reimbursement in Dollars, the Administrative Agent requesting Borrower shall have notified such Issuing Bank promptly following receipt of the notice of drawing that the Revolving Credit Lenders make a Revolving Credit Loan bearing interest at the Base Rate on the applicable repayment date in the amount of (i) such draft so paid and (ii) any amounts referred to in Section 3.3(c) incurred by such Issuing Lender in connection with such payment, and the Revolving Credit Lenders shall make a Revolving Credit Loan bearing interest at the Base Rate in such amount, the proceeds of which shall be applied to Borrower will reimburse such Issuing Lender for the amount Bank in Dollars. Any conversion by an Issuing Bank of the related drawing and such fees and expenses. Each Revolving any payment to be made in respect of any Letter of Credit Lender acknowledges and agrees that its obligation to fund a Revolving Credit Loan denominated in any Designated Foreign Currency into Dollars in accordance with this Section to reimburse such Issuing Lender for any draft paid under a Letter Subsection 2.6(e)(i) shall be conclusive and binding upon the Borrower and the Lenders in the absence of Credit issued by it is absolute and unconditional and shall not be affected by any circumstance whatsoever, including non-satisfaction manifest error; provided that upon the request of the conditions set forth in Section 2.3(a) Borrower or Article VI. If any Lender, the applicable Issuing Bank shall provide to the Borrower has elected or such Lender a certificate including reasonably detailed information as to pay the amount calculation of such drawing with funds from other sources and shall fail to reimburse such Issuing Lender as provided above, the unreimbursed amount of such drawing shall bear interest at the rate which would be payable on any outstanding Base Rate Loans which were then overdue from the date such amounts become payable (whether at stated maturity, by acceleration or otherwise) until payment in fullconversion.

Reimbursement Obligation of the Borrower. In order to induce the event Issuing Bank to issue, extend and renew each Letter of Credit and the Banks to participate therein, the Borrower hereby agrees to reimburse or pay to the Issuing Bank, for the account of the Issuing Bank or (as the case may be) the Banks, with respect to each Letter of Credit issued, extended or renewed by the Issuing Bank hereunder, (a) except as otherwise expressly provided in 4.2(b) and (c), on each date that any drawing draft presented under any such Letter of Credit is honored by the Issuing Bank, or the Issuing Bank otherwise makes a payment with respect thereto, (i) the amount paid by the Issuing Bank under or with respect to such Letter of Credit, the Borrower agrees to reimburse (either with the proceeds of a Revolving Credit Loan as provided for in this Section or with funds from other sources), in same day funds, the applicable Issuing Lender on each date on which such Issuing Lender notifies the Borrower of the date and amount of a draft paid by it under any Letter of Credit for the amount of (a) such draft so paid and (b) any amounts referred to in Section 3.3(c) incurred by such Issuing Lender in connection with such payment. Unless the Borrower shall immediately notify such Issuing Lender that the Borrower intends to reimburse such Issuing Lender for such drawing from other sources or funds, the Borrower shall be deemed to have timely given a Notice of Borrowing to the Administrative Agent requesting that the Revolving Credit Lenders make a Revolving Credit Loan bearing interest at the Base Rate on the applicable repayment date in the amount of (i) such draft so paid and (ii) the amount of any amounts referred to in Section 3.3(c) taxes, fees, charges or other costs and expenses whatsoever incurred by such the Issuing Lender Bank or any Bank in connection with any payment made by the Issuing Bank or any Bank under, or with respect to, such paymentLetter of Credit, (b) upon the reduction (but not termination) of the Total Commitment to an amount less than the Maximum Drawing Amount, an amount equal to such difference, which amount shall be held by the Issuing Bank for the benefit of the Banks and the Issuing Bank as cash collateral for all Reimbursement Obligations (provided that notwithstanding the availability of such cash collateral, the Maximum Drawing Amount of all outstanding letters of credit shall constitute a use of the Total Commitment, regardless of any reduction thereof), and (c) upon the Revolving Credit Lenders shall make a Revolving Credit Loan bearing interest at the Base Rate in such amount, the proceeds of which shall be applied to reimburse such Issuing Lender for the amount termination of the related drawing and such fees and expenses. Each Revolving Total Commitment, or the acceleration of the Reimbursement Obligations with respect to all Letters of Credit Lender acknowledges and agrees that its obligation to fund a Revolving Credit Loan in accordance with this Section 12, an amount equal to reimburse such the then Maximum Drawing Amount, which amount shall be held by the Issuing Lender Bank for any draft paid under a Letter of Credit issued by it is absolute and unconditional and shall not be affected by any circumstance whatsoever, including non-satisfaction the benefit of the conditions set forth Banks and the Issuing Bank as cash collateral for all Reimbursement Obligations. Each such payment shall be made to the Issuing Bank at the Issuing Bank's Head Office in Section 2.3(a) or Article VIimmediately available funds. If Interest on any and all amounts remaining unpaid by the Borrower has elected to pay the amount of such drawing with funds from other sources and shall fail to reimburse such Issuing Lender as provided above, the unreimbursed amount of such drawing shall bear interest under this 4.2 at the rate which would be payable on any outstanding Base Rate Loans which were then overdue time from the date such amounts become due and payable (whether at as stated maturityin this 4.2, by acceleration or otherwise) until payment in fullfull (whether before or after judgment) shall be payable to the Issuing Bank on demand at the rate specified in 5.10 for overdue principal on the Revolving Credit Loans. 4.3.

Reimbursement Obligation of the Borrower. In the event of any drawing under any Letter of Credit, the The Borrower agrees to reimburse (either with the proceeds of a Revolving Credit Loan as provided for in this Section or with funds from other sources), in same day funds, the applicable Issuing Lender on each date on which such the Issuing Lender notifies the Borrower of the date and amount of a draft paid by it under any Letter of Credit for the amount of (a) such draft so paid and (b) any amounts referred to in Section 3.3(c) taxes, fees, charges or other costs or expenses incurred by such the Issuing Lender in connection with such payment. Unless Each such payment shall be made to the Borrower shall immediately notify such Issuing Lender that the Borrower intends to reimburse such Issuing Lender at its address for such drawing from other sources or funds, the Borrower shall be deemed to have timely given a Notice of Borrowing to the Administrative Agent requesting that the Revolving Credit Lenders make a Revolving Credit Loan bearing interest at the Base Rate on the applicable repayment date notices specified herein in the amount of (i) such draft so paid and (ii) any amounts referred to in Section 3.3(c) incurred by such Issuing Lender in connection with such payment, and the Revolving Credit Lenders shall make a Revolving Credit Loan bearing interest at the Base Rate in such amount, the proceeds of which shall be applied to reimburse such Issuing Lender for the amount lawful money of the related drawing United States and such fees and expensesin immediately available funds. Each Revolving Credit Lender acknowledges and agrees that its obligation to fund a Revolving Credit Loan in accordance with this Section to reimburse such Issuing Lender for any draft paid under a Letter of Credit issued by it is absolute and unconditional and Interest shall not be affected by any circumstance whatsoever, including non-satisfaction of the conditions set forth in Section 2.3(a) or Article VI. If the Borrower has elected to pay the amount of such drawing with funds from other sources and shall fail to reimburse such Issuing Lender as provided above, the unreimbursed amount of such drawing shall bear interest at the rate which would be payable on any outstanding Base Rate Loans which were then overdue and all amounts remaining unpaid by the Borrower under this Article III from the date such amounts become payable (whether at stated maturity, by acceleration or otherwise) until payment in fullfull at the rate which would be payable on any outstanding Base Rate Loans which were then overdue. If the Borrower fails to timely reimburse the Issuing Lender on the date the Borrower receives the notice referred to in this Section 3.5, the Borrower shall be deemed to have timely given a Notice of Borrowing hereunder to the Administrative Agent requesting the Lenders to make a Base Rate Loan on such date in an amount equal to the amount of such drawing and, regardless of whether or not the conditions precedent specified in Article V, have been satisfied, the Lenders shall make Base Rate Loans in such amount, the proceeds of which shall be applied to reimburse the Issuing Lender for the amount of the related drawing and costs and expenses.

Reimbursement Obligation of the Borrower. In the event of any drawing under any Letter of Credit, the Borrower agrees to reimburse (either with the proceeds of a Revolving Credit Loan as provided for in this Section 3.5 or with funds from other sources), in same day funds, the applicable Issuing Lender on each date on which such the Issuing Lender notifies the Borrower of the date and amount of a draft paid by it under any Letter of Credit for the amount of (a) such draft so paid and (b) any amounts referred to in Section 3.3(c) incurred by such the Issuing Lender in connection with such payment. Unless the Borrower shall immediately notify such the Issuing Lender that the Borrower intends to reimburse such the Issuing Lender for such drawing from other sources or funds, the Borrower shall be deemed to have timely given a Notice of Borrowing to the Administrative Agent requesting that the Revolving Credit Lenders make a Revolving Credit Loan bearing interest at the as a Base Rate Loan on the applicable repayment such date in the amount of (ia) such draft so paid and (iib) any amounts referred to in Section 3.3(c) incurred by such the Issuing Lender in connection with such payment, and the Revolving Credit Lenders shall make a Revolving Credit Loan bearing interest at the as a Base Rate Loan in such amount, the proceeds of which shall be applied to reimburse such the Issuing Lender for the amount of the related drawing and such fees costs and expenses. Each Revolving Credit Lender acknowledges and agrees that its obligation to fund a Revolving Credit Loan in accordance with this Section 3.5 to reimburse such the Issuing Lender for any draft paid under a Letter of Credit issued by it is absolute and unconditional and shall not be affected by any circumstance whatsoever, including including, without limitation, non-satisfaction of the conditions set forth in Section 2.3(a) or Article VI. If the Borrower has elected to pay the amount of such drawing with funds from other sources and shall fail to reimburse such the Issuing Lender as provided above, the unreimbursed amount of such drawing shall bear interest at the rate which would be payable on any outstanding Base Rate Loans which were then overdue from the date such amounts become payable (whether at stated maturity, by acceleration or otherwise) until payment in full.

Reimbursement Obligation of the Borrower. In the event of any drawing under any Letter of Credit, the The Borrower agrees to reimburse (either with the proceeds of a Revolving Credit Loan as provided for in this Section or with funds from other sources), in same day funds, the applicable each Multicurrency Issuing Lender on each date Business Day on which such Multicurrency Issuing Lender notifies the Borrower of the date and amount of a draft paid by it presented under any Multicurrency Letter of Credit and paid by such Multicurrency Issuing Lender for the amount of (a) such draft so paid and (b) any amounts referred to in Section 3.3(c) taxes, fees, charges or other costs or expenses incurred by such Multicurrency Issuing Lender in connection with such paymentpayment (the amounts described in the foregoing clauses (a) and (b) in respect of any drawing, collectively, the “Payment Amount”). Unless Each such payment shall be made to such Multicurrency Issuing Lender at its address for notices specified herein in the currency in which such Multicurrency Letter of Credit was denominated and in immediately available funds. Interest shall be payable on each Payment Amount from the date of the applicable drawing until payment in full at the rate set forth in (i) until the second Business Day following the date of the applicable drawing, Section 2.15(b) and (ii) thereafter, Section 2.15(c). Each drawing under any Multicurrency Letter of Credit shall (unless an event of the type described in clause (i) or (ii) of Section 8(f) shall have occurred and be continuing with respect to the Borrower, in which case the procedures specified in Section 3.4 for funding by Multicurrency L/C Participants shall apply) constitute a request by the Borrower shall immediately notify such Issuing Lender that the Borrower intends to reimburse such Issuing Lender for such drawing from other sources or funds, the Borrower shall be deemed to have timely given a Notice of Borrowing to the Administrative Agent requesting that the Revolving Credit Lenders make for a Revolving Credit Loan bearing interest borrowing pursuant to Section 2.5 of Base Rate Loans (or, at the Base Rate on option of the applicable repayment date Administrative Agent and the Swing Line Lender in their sole discretion, a borrowing pursuant to Section 2.7 of Swing Line Loans) in the amount of (i) such draft so paid and (ii) any amounts referred drawing. The Borrowing Date with respect to in Section 3.3(c) incurred by such Issuing Lender in connection with such payment, and borrowing shall be the first date on which a borrowing of Revolving Credit Lenders shall make Loans (or, if applicable, Swing Line Loans) could be made, pursuant to Section 2.5 (or, if applicable, Section 2.7), if the Administrative Agent had received a Revolving Credit Loan bearing interest notice of such borrowing at the Base Rate in such amount, the proceeds of which shall be applied to reimburse such Issuing Lender for the amount of the related drawing and such fees and expenses. Each Revolving Credit Lender acknowledges and agrees that its obligation to fund a Revolving Credit Loan in accordance with this Section to reimburse such Issuing Lender for any draft paid under a Letter of Credit issued by it is absolute and unconditional and shall not be affected by any circumstance whatsoever, including non-satisfaction of the conditions set forth in Section 2.3(a) or Article VI. If the Borrower has elected to pay the amount time of such drawing with funds from other sources and shall fail to reimburse under such Issuing Lender as provided above, the unreimbursed amount Multicurrency Letter of such drawing shall bear interest at the rate which would be payable on any outstanding Base Rate Loans which were then overdue from the date such amounts become payable (whether at stated maturity, by acceleration or otherwise) until payment in fullCredit.

Reimbursement Obligation of the Borrower. In The Borrower or the event of any drawing under any Letter of Credit, the relevant Subsidiary Borrower agrees to reimburse (either with the proceeds of a Revolving Credit Loan as provided for in this Section or with funds from other sources), in same day funds, the applicable Issuing Lender on each date on which such the Issuing Lender notifies the Borrower or the relevant Subsidiary Borrower of the date and amount of a draft paid by it presented under any Letter of Credit and paid by the Issuing Lender for the amount of (a) such draft so paid and (b) any amounts referred to in Section 3.3(c) taxes (other than Excluded Taxes), fees, charges or other costs or expenses incurred by such the Issuing Lender in connection with such payment. Unless ; provided that upon the Borrower shall immediately notify acceleration of such Issuing Lender that the Borrower intends to reimburse such Issuing Lender for such drawing from other sources or fundsreimbursement obligations in accordance with Section 8, the Borrower shall be deemed to have timely given a Notice of Borrowing to or the Administrative Agent requesting that the Revolving Credit Lenders make a Revolving Credit Loan bearing interest at the Base Rate on the applicable repayment date in the amount of (i) such draft so paid and (ii) any amounts referred to in Section 3.3(c) incurred by such Issuing Lender in connection with such payment, and the Revolving Credit Lenders shall make a Revolving Credit Loan bearing interest at the Base Rate in such amount, the proceeds of which shall be applied relevant Subsidiary Borrower agrees to reimburse such the Issuing Lender for the amount equal to the then maximum liability (whether direct or contingent) of the related drawing Issuing Lender and such fees and expensesthe L/C Participants under each Letter of Credit. Each Revolving such payment shall be made to the Issuing Lender, at its address for notices specified herein in the currency in which such Letter of Credit is denominated (except that, in the case of any Letter of Credit denominated in any Optional Currency, in the event that such payment is not made to the Issuing Lender acknowledges within three Business Days of the date of receipt by the Borrower or any relevant Subsidiary Borrower of such notice, upon notice by the Issuing Lender to the Borrower or the relevant Subsidiary Borrower, such payment 71 65 shall be made in Dollars, in an amount equal to the Dollar Equivalent of the amount of such payment converted on the date of such notice into Dollars at the spot rate of exchange on such date) and agrees that its obligation in immediately available funds, on the date on which the Borrower or any relevant Subsidiary Borrower (on behalf of itself or such Subsidiary Borrower, as the case may be) receives such notice, if received prior to fund 11:00 A.M., New York City time, on a Revolving Business Day and otherwise on the next succeeding Business Day. Any conversion by the Issuing Lender of any payment to be made by the Borrower or any Subsidiary Borrower in respect of any Letter of Credit Loan denominated in any Optional Currency into Dollars in accordance with this Section to reimburse subsection 3.5 shall be conclusive and binding upon such Borrower or such relevant Subsidiary Borrower and the Lenders in the absence of manifest error; provided that upon the request of any Lender, the Issuing Lender for any draft paid under shall provide to such Lender a Letter of Credit issued by it is absolute and unconditional and shall not be affected by any circumstance whatsoever, certificate including non-satisfaction of reasonably detailed information as to the conditions set forth in Section 2.3(a) or Article VI. If the Borrower has elected to pay the amount calculation of such drawing with funds from other sources and shall fail to reimburse such Issuing Lender as provided above, the unreimbursed amount of such drawing shall bear interest at the rate which would be payable on any outstanding Base Rate Loans which were then overdue from the date such amounts become payable (whether at stated maturity, by acceleration or otherwise) until payment in fullconversion.

Reimbursement Obligation of the Borrower. In the event of any drawing under any Letter of Credit, the Borrower agrees to reimburse (either with the proceeds of a Revolving Credit Loan or a Swingline Loan as provided for in this Section 3.5 or with funds from other sources), in same day funds, the applicable Issuing Lender on each date on which such the Issuing Lender notifies the Borrower of the date and amount of a draft paid by it under any Letter of Credit for the Dollar Equivalent amount of (a) such draft so paid and (b) any amounts referred to in Section 3.3(c) incurred by such the Issuing Lender in connection with such payment. Unless the Borrower shall immediately notify such the Issuing Lender that the Borrower intends to reimburse such the Issuing Lender for such drawing from other sources or funds, the Borrower shall be deemed to have timely given a Notice of Borrowing to the Administrative Agent requesting that the Revolving Credit Lenders make a Revolving Credit Loan or, if less than the minimum amount for such Loan, a Swingline Loan, bearing interest at the Base Rate on the applicable repayment such date in the Dollar Equivalent amount of (ia) such draft so paid and (iib) any amounts referred to in Section 3.3(c) incurred by such the Issuing Lender in connection with such payment, and (not later than one (1) Business Day after being given notice thereof by the Revolving Credit Administrative Agent by telecopier (or by telephone promptly confirmed by telecopier)) the Lenders shall make a Revolving Credit Loan or, if less than the minimum amount for such Loan, the Swingline Lender shall make a Swingline Loan, bearing interest at the Base Rate in such amount, the proceeds of which shall be applied to reimburse such the Issuing Lender for the amount of the related drawing and such fees costs and expenses. Each Revolving Credit Lender acknowledges and agrees (or as the case may be, the Swingline Lender) that its obligation to fund a Revolving Credit Loan or, if less than the minimum amount for such Loan, a Swingline Loan, in accordance with this Section 3.5 to reimburse such the Issuing Lender for any draft paid under a Letter of Credit issued by it is absolute and unconditional and shall not be affected by any circumstance whatsoever, including including, without limitation, non-satisfaction of the conditions set forth in Section 2.3(a) or Article VIVII at the time of funding. If the Borrower has elected to pay the amount of such drawing with funds from other sources and shall fail to reimburse such the Issuing Lender as provided above, the unreimbursed amount of such drawing shall bear interest at the rate which would be payable on any outstanding Base Rate Loans which were then overdue from the date such amounts become payable (whether at stated maturity, by acceleration or otherwise) until payment in full.

Reimbursement Obligation of the Borrower. In the event of any drawing under any Letter of Credit, the Borrower agrees to reimburse (either with the proceeds of a Revolving Credit Loan as provided for in this Section or with funds from other sources), in same day fundsfunds and in the same currency as such drawing, the applicable Issuing Lender on each within one (1) Business Day of date on which such Issuing Lender notifies the Borrower of the date date, amount and amount currency of a draft paid by it under any Letter of Credit for the amount of (a) such draft so paid and (b) any amounts referred to in Section 3.3(c) incurred by such Issuing Lender in connection with such payment. Unless the Borrower shall immediately notify such Issuing Lender that the Borrower intends to reimburse such Issuing Lender for such drawing from other sources or funds, the Borrower shall be deemed to have timely given a Notice of Borrowing to the Administrative Agent requesting that the Revolving Credit Lenders make a Revolving Credit Loan bearing interest at the Base Rate on the applicable repayment date in the amount of (ia) such draft so paid (in the case of a draft paid in an Alternative Currency, such amount shall be the Dollar Equivalent of such draft on the applicable repayment date) and (iib) any amounts referred to in Section 3.3(c) incurred by such Issuing Lender in connection with such payment, and the Revolving Credit Lenders shall make a Revolving Credit Loan bearing interest at the Base Rate in such amount, the proceeds of which shall be applied to reimburse such Issuing Lender for the amount of the related drawing and such fees costs and expenses. Each Revolving Credit Lender acknowledges and agrees that its obligation to fund a Revolving Credit Loan in accordance with this Section to reimburse such Issuing Lender for any draft paid under a Letter of Credit issued by it is absolute and unconditional and shall not be affected by any circumstance whatsoever, including including, without limitation, non-satisfaction of the conditions set forth in Section 2.3(a) or Article VI. If the Borrower has elected to pay the amount of such drawing with funds from other sources and shall fail to reimburse such Issuing Lender as provided above, the unreimbursed amount of such drawing shall bear interest at the rate which would be payable on any outstanding Base Rate Loans which were then overdue from the date such amounts become payable (whether at stated maturity, by acceleration or otherwise) until payment in full.

Reimbursement Obligation of the Borrower. In the event of any drawing under any Letter of Credit, the The Borrower agrees to reimburse (either with the proceeds of a Revolving Credit Loan as provided for in this Section or with funds from other sources), in same day funds, the applicable each Issuing Lender Bank on each date on which such Issuing Lender Bank notifies the Borrower (or on the immediately following Banking Day if the Issuing Bank notifies the Borrower after 11:00 A.M., New York City time) of the date and amount of a draft paid by it presented under any Letter of Credit issued and paid by such Issuing Bank (a "Reimbursement Notice") for the amount of (a) such draft so paid and (b) any amounts referred to in Section 3.3(c) taxes, fees, charges or other costs or expenses incurred by such Issuing Lender Bank in connection with such paymentpayment (the amounts described in the foregoing clauses (a) and (b) in respect of any drawing, collectively, the "Payment Amount"). Unless Each such payment shall be made to such Issuing Bank at its address for notices specified herein in lawful money of the United States of America and in immediately available funds. Interest shall be payable on each Payment Amount from the date of the applicable drawing until payment in full at the rate set forth in (i) until the third Banking Day following the date of the applicable drawing, Section 7.8(b) and (ii) thereafter, Section 7.8(c). Each drawing under any Letter of Credit shall (unless (x) an event of the type described in clause (f) or (g) of Article 11 shall have occurred and be continuing with respect to the Borrower, in which case the procedures specified in Section 4.4 for funding by L/C Participants shall apply or (y) the Borrower shall immediately notify such notifies the Administrative Agent and the Issuing Lender Bank on the date of the Borrower's receipt of the relevant Reimbursement Notice that the Borrower intends to reimburse such Issuing Lender for such drawing from provide the reimbursement contemplated by this Section 4.5 with other sources or of funds, ) constitute a request by the Borrower shall be deemed to have timely given a Notice of Borrowing to the Administrative Agent requesting that the Revolving Credit Lenders make for a Revolving Credit Loan bearing interest borrowing pursuant to Section 2.2 of Base Rate Loans (or, at the Base Rate on option of the applicable repayment date Borrower, a borrowing pursuant to Section 3.2 of Swingline Loans) in the amount of (i) such draft so paid and (ii) any amounts referred drawing. The Borrowing Date with respect to in Section 3.3(c) incurred by such Issuing Lender in connection with such payment, and borrowing shall be the first date on which a borrowing of Revolving Credit Lenders shall make Loans (or, if applicable, Swingline Loans) could be made, pursuant to Section 2.2 (or, if applicable, Section 3.2), if the Administrative Agent had received a Revolving Credit Loan bearing interest notice of such borrowing at the Base Rate in such amount, time the proceeds of which shall be applied to reimburse such Issuing Lender for Administrative Agent delivers the amount of the related drawing and such fees and expenses. Each Revolving Credit Lender acknowledges and agrees that its obligation to fund a Revolving Credit Loan in accordance with this Section to reimburse such Issuing Lender for any draft paid under a Letter of Credit issued by it is absolute and unconditional and shall not be affected by any circumstance whatsoever, including non-satisfaction of the conditions set forth in Section 2.3(a) or Article VI. If the Borrower has elected to pay the amount of such drawing with funds from other sources and shall fail to reimburse such Issuing Lender as provided above, the unreimbursed amount of such drawing shall bear interest at the rate which would be payable on any outstanding Base Rate Loans which were then overdue from the date such amounts become payable (whether at stated maturity, by acceleration or otherwise) until payment in fullapplicable Reimbursement Notice.

Reimbursement Obligation of the Borrower. In the event of any drawing under any Letter of Credit, the The Borrower agrees to reimburse (either with the proceeds of a Revolving Credit Loan as provided for in this Section or with funds from other sources), in same day funds, the applicable Issuing Lender on each date on which such the Issuing Lender notifies the Borrower of the date and amount of a draft paid by it under any Letter of Credit for the amount of (a) such draft so paid and (b) any amounts referred to in Section 3.3(c) taxes, fees, charges or other costs or expenses incurred by such the Issuing Lender in connection with such payment. Unless Each such payment shall be made to the Borrower shall immediately notify such Issuing Lender that the Borrower intends to reimburse such Issuing Lender at its address for such drawing from other sources or funds, the Borrower shall be deemed to have timely given a Notice of Borrowing to the Administrative Agent requesting that the Revolving Credit Lenders make a Revolving Credit Loan bearing interest at the Base Rate on the applicable repayment date notices specified herein in the amount of (i) such draft so paid and (ii) any amounts referred to in Section 3.3(c) incurred by such Issuing Lender in connection with such payment, and the Revolving Credit Lenders shall make a Revolving Credit Loan bearing interest at the Base Rate in such amount, the proceeds of which shall be applied to reimburse such Issuing Lender for the amount lawful money of the related drawing United States and such fees and expensesin immediately available funds. Each Revolving Credit Lender acknowledges and agrees that its obligation to fund a Revolving Credit Loan in accordance with this Section to reimburse such Issuing Lender for any draft paid under a Letter of Credit issued by it is absolute and unconditional and Interest shall not be affected by any circumstance whatsoever, including non-satisfaction of the conditions set forth in Section 2.3(a) or Article VI. If the Borrower has elected to pay the amount of such drawing with funds from other sources and shall fail to reimburse such Issuing Lender as provided above, the unreimbursed amount of such drawing shall bear interest at the rate which would be payable on any outstanding Base Rate Loans which were then overdue and all amounts remaining unpaid by the Borrower under this Article IIA from the date such amounts become payable (whether at stated maturity, by acceleration or otherwise) until payment in fullfull at the rate which would be payable on any outstanding Base Rate Loans which were then overdue. If the Borrower fails to timely reimburse the Issuing Lender on the date the Borrower receives the notice referred to in this Section 2A.5, the Borrower shall be deemed to have timely given a Notice of Borrowing hereunder to the Agent requesting the Lenders to make a Base Rate Loan on such date in an amount equal to the amount of such drawing and, subject to the satisfaction or waiver of the conditions precedent specified in Article V, the Lenders shall make Base Rate Loans in such amount, the proceeds of which shall be applied to reimburse the Issuing Lender for the amount of the related drawing and costs and expenses.

Reimbursement Obligation of the Borrower. In the event of If any drawing draft is paid under any Letter of Credit, the Borrower agrees to shall reimburse (either with the proceeds of a Revolving Credit Loan as provided for in this Section or with funds from other sources), in same day funds, the applicable Issuing Lender on each date on which with respect to such Issuing Lender notifies the Borrower of the date and amount of a draft paid by it under any Letter of Credit the Issuing Lender for the amount of (a) such the draft so paid and (b) any amounts referred to in Section 3.3(c) incurred by such Issuing Lender in connection with such payment. Unless the Borrower shall immediately notify such Issuing Lender that the Borrower intends to reimburse such Issuing Lender for such drawing from taxes, fees, charges or other sources costs or funds, the Borrower shall be deemed to have timely given a Notice of Borrowing to the Administrative Agent requesting that the Revolving Credit Lenders make a Revolving Credit Loan bearing interest at the Base Rate on the applicable repayment date in the amount of (i) such draft so paid and (ii) any amounts referred to in Section 3.3(c) expenses incurred by such Issuing Lender in connection with such payment, not later than 10:00 A.M., New York City time, on (i) the Business Day that the Borrower receives notice of such draft, if such notice is received on such day prior to 1:00 P.M., New York City time, or (ii) if clause (i) above does not apply, the Business Day immediately following the day that the Borrower receives such notice. Each such payment shall be made to the applicable Issuing Lender at its address for notices referred to herein in Dollars and in immediately available funds. If any draft is paid under any Letter of Credit, then, unless the Revolving Credit Lenders Borrower shall make reimburse the applicable Issuing Lender in full on the same day that such draft is paid, the unpaid amount thereof shall bear interest for each day from and including the date on which such draft is paid to but excluding the date that the Borrower makes reimbursement in full, at (a) in the case of a Revolving L/C Disbursement, the rate per annum then applicable (x) to the extent such Revolving L/C Disbursement relates to Revolving L/C Exposure that was covered by Amended Revolving L/C Participations, to ABR Loans under the Amended Revolving Facility and (y) to the extent such Revolving L/C Disbursement relates to Revolving L/C Exposure that was covered by Original Revolving L/C Participations, to ABR Loans under the Original Revolving Facility and (b) in the case of an Institutional L/C Disbursement, the rate per annum then applicable to ABR Loans under the Tranche B-1 Term Facility (determined without regard to whether the Tranche B-1 Term Facility is in effect); provided that, if the Borrower does not make reimbursement in full on or prior to the second Business Day following the date of the applicable drawing, then Section 2.14(c) shall apply; provided that, with respect to Institutional Letters of Credit, the Borrower may authorize the Issuing Lender to draw such payment from the Institutional L/C Collateral Account. If the Issuing Lender with respect to an Institutional Letter of Credit Loan bearing interest at shall not have received from the Base Rate Borrower the payment required to be made by this Section 3.5 with respect to any Institutional Letter of Credit within the time specified in this Section, such Issuing Lender will promptly notify the Administrative Agent of the unreimbursed amount of an Institutional L/C Disbursement. In each such event, the Borrower hereby authorizes and directs the Issuing Lender with respect to an Institutional Letter of Credit to withdraw from the Institutional L/C Collateral Account an amount equal to such unreimbursed amount. The Administrative Agent shall promptly upon request advise the Issuing Lender with respect to an Institutional Letter of Credit of the aggregate amount of any such permitted withdrawal, and such Issuing Lender shall promptly advise the Administrative Agent of the amount of any such reimbursement it shall effect with the proceeds of which shall any such withdrawal. Any amounts received by the Administrative Agent thereafter pursuant to this Section 3.5 in respect of an unreimbursed amount of an Institutional L/C Disbursement under an Institutional Letter of Credit will be applied promptly remitted by the Administrative Agent to the Institutional Collateral Account (it being understood that, thereafter, such amounts will be available to reimburse such the Issuing Lender for the amount with respect to an Institutional Letter of the related drawing and such fees and expenses. Each Revolving Credit Lender acknowledges and agrees that its obligation to fund a Revolving Credit Loan in accordance with this Section to reimburse such Issuing Lender for any draft paid under a Letter of Credit issued by it is absolute and unconditional and shall not be affected by any circumstance whatsoever, including non-satisfaction of the conditions set forth in Section 2.3(a) or Article VI. If the Borrower has elected to pay the amount of such drawing with funds from other sources and shall fail to reimburse such Issuing Lender as provided above, the unreimbursed amount of such drawing shall bear interest at the rate which would be payable on any outstanding Base Rate Loans which were then overdue from the date such amounts become payable (whether at stated maturity, by acceleration or otherwise) until payment in full3.5).

Reimbursement Obligation of the Borrower. In the event of any drawing under any Letter of Credit, the Borrower agrees to reimburse (either with the proceeds of a Revolving Credit Loan as provided for in this Section or with funds from other sources), in same day funds, the applicable Issuing Lender on each date on which such Issuing Lender notifies the Borrower of the date and amount of a draft paid by it under any Letter of Credit for the amount of (a) such draft so paid and (b) any amounts referred to in Section 3.3(c) incurred by such Issuing Lender in connection with such payment. Unless the Borrower shall immediately notify such Issuing Lender that the Borrower intends to reimburse such Issuing Lender for such drawing from other sources or funds, the Borrower shall be deemed to have timely given a Notice of Borrowing to the Administrative Agent requesting that the Revolving Credit Lenders make a Revolving Credit Loan bearing interest at the Base Rate on the applicable repayment date in the amount of (i) such draft so paid and (ii) any amounts referred to in Section 3.3(c) incurred by such Issuing Lender in connection with such payment, and the Revolving Credit Lenders shall make a Revolving Credit Loan bearing interest at the Base Rate in such amount, the proceeds of which shall be applied to reimburse such Issuing Lender for the amount of the related drawing and such fees and expenses. Each Revolving Credit Lender acknowledges and agrees that its obligation to fund a Revolving Credit Loan in accordance with this Section to reimburse such Issuing Lender for any draft paid under a Letter of Credit issued by it is absolute and unconditional and shall not be affected by any circumstance whatsoever, including non-satisfaction of the conditions set forth in Section 2.3(a) or Article VI. If the Borrower has elected to pay the amount of such drawing with funds from other sources and shall fail to reimburse such Issuing Lender as provided above, the unreimbursed amount of such drawing shall bear interest at the rate which would be payable on any outstanding Base Rate Loans which 55 were then overdue from the date such amounts become payable (whether at stated maturity, by acceleration or otherwise) until payment in full.

Reimbursement Obligation of the Borrower. In the event of any drawing under any Letter of Credit, the The Borrower agrees to reimburse (either with the proceeds of a Revolving Credit Loan as provided for in this Section or with funds from other sources), in same day funds, the applicable each Issuing Lender on each date the Business Day next succeeding the Business Day on which such Issuing Lender notifies the Borrower of the date and amount of a draft paid by it presented under any Letter of Credit and paid by such Issuing Lender for the amount of (a) such draft so paid and (b) any amounts referred to in Section 3.3(c) taxes, fees, charges or other costs or expenses incurred by such Issuing Lender in connection with such payment. Unless the Borrower Each such payment shall immediately notify be made to such Issuing Lender at its address for notices referred to herein in the relevant currency and in immediately available funds, provided that if the Borrower intends to does not reimburse such Issuing Lender for such drawing from other sources or funds, the Borrower shall be deemed to have timely given a Notice of Borrowing to the Administrative Agent requesting that the Revolving Credit Lenders make a Revolving Credit Loan bearing interest at the Base Rate on the applicable repayment date in the amount of (i) such draft so paid and (ii) any amounts referred to in Section 3.3(c) incurred by such Issuing Lender in connection with such payment, and the Revolving Credit Lenders shall make a Revolving Credit Loan bearing interest at the Base Rate in such amount, the proceeds of which shall be applied to reimburse such Issuing Lender for the amount of the related drawing and such fees and expenses. Each Revolving Credit Lender acknowledges and agrees that its obligation to fund a Revolving Credit Loan in accordance with this Section to reimburse such Issuing Lender for any draft paid by the Issuing Lender under a any Letter of Credit issued by it is absolute and unconditional and shall not be affected by any circumstance whatsoever, including non-satisfaction of the conditions set forth in Section 2.3(a) or Article VI. If the Borrower has elected to pay the amount of such drawing with funds from other sources and shall fail to reimburse such Issuing Lender as provided abovein a Foreign Currency on the date required pursuant to the first sentence of this Section 2.9, the unreimbursed amount of Issuing Lender shall convert such drawing shall bear interest Reimbursement Obligation into Dollars at the rate which would of exchange then available to the Issuing Lender in the interbank market where its foreign currency exchange operations in respect of such Foreign Currency are then being conducted and the Borrower shall thereafter be required to reimburse the Issuing Lender in Dollars for such Reimbursement Obligation (in the amount so converted). Subject to the next succeeding sentence, interest shall be payable on any outstanding Base Rate Loans which were then overdue such amounts from the date such amounts become payable (whether at stated maturity, by acceleration or otherwise) on which the relevant draft is paid until payment in fullfull at the rate set forth in (i) until the Business Day next succeeding the date of the relevant notice, Section 2.20 (b) and (ii) thereafter, Section 2.20(e). Interest shall be payable on any such amounts denominated in a Foreign Currency from the date on which the relevant draft is paid until payment in full or conversion to Dollars as provided herein at the rate determined by the Issuing Lender as its cost of funding such payment.

Reimbursement Obligation of the Borrower. In the event of any drawing under any Letter of Credit, the Borrower agrees to reimburse (either with the proceeds of a Revolving Credit Loan as provided for in this Section or with funds from other sources), in same day funds, the applicable Issuing Lender on each date on which such the Issuing Lender notifies the Borrower of the date and amount of a draft paid by it under any Letter of Credit (if such notice is received prior to 12:00 noon on such day, or otherwise on the next succeeding Business Day) for the amount of (a) such draft so paid and (b) any amounts referred to in Section 3.3(c) incurred by such the Issuing Lender in connection with such payment. Unless the Borrower shall immediately promptly notify such the Issuing Lender that the Borrower intends to reimburse such the Issuing Lender for such drawing from other sources or funds, the Borrower shall be deemed to have timely given a Notice of Borrowing to the Administrative Agent requesting that the Revolving Credit Lenders make a Revolving Credit Loan bearing interest at the Base Rate on the applicable repayment such date in the amount of (ia) such draft so paid and (iib) any amounts referred to in Section 3.3(c) incurred by such the Issuing Lender in connection with such payment, and the Revolving Credit Lenders shall make a Revolving Credit Loan bearing interest at the Base Rate in such amount, the proceeds of which shall be applied to reimburse such the Issuing Lender for the amount of the related drawing and such fees costs and expenses. Each Revolving Credit Lender acknowledges and agrees that its obligation to fund a Revolving Credit Loan in accordance with this Section to reimburse such the Issuing Lender for any draft paid under a Letter of Credit issued by it is absolute and unconditional and shall not be affected by any circumstance whatsoever, including including, without limitation, non-satisfaction of the conditions set forth in Section 2.3(a) or Article VI. V. If the Borrower has elected to pay the amount of such drawing with funds from other sources and shall fail to reimburse such the Issuing Lender as provided above, the unreimbursed amount of such drawing shall bear interest at the rate which would be payable on any outstanding Base Rate Loans which were then overdue from the date such amounts become reimbursement was due and payable (whether at stated maturity, by acceleration or otherwise) until payment in full.

Reimbursement Obligation of the Borrower. (a) In the event of any drawing under any Letter of Credit, the Borrower agrees Borrowers agree to reimburse (either with the proceeds of a Revolving Credit Loan as provided for in this Section or with funds from other sources), in same day funds, the applicable Issuing Lender on each the next Business Day following the date on which such the Issuing Lender notifies the Borrower Borrowers of the date and amount of a draft paid by it under any Letter of Credit for the amount of (a) such draft so paid and (b) any amounts referred to in Section 3.3(c) incurred by such the Issuing Lender in connection with such payment. Unless the Borrower Borrowers shall immediately notify such the Issuing Lender that the Borrower intends Borrowers intend to reimburse such the Issuing Lender for such drawing from other sources or funds, the Borrower Borrowers shall be deemed to have timely given a Notice of Borrowing to the Administrative 62 Agent requesting that the Revolving Credit Lenders make a Revolving Credit Loan bearing interest at the Base Rate plus the Applicable Margin on the applicable repayment such date in the amount of (ia) such draft so paid and (iib) any amounts referred to in Section 3.3(c) incurred by such the Issuing Lender in connection with such payment, and the Revolving Credit Lenders shall make a Revolving Credit Base Rate Loan bearing interest at the Base Rate plus the Applicable Margin in such amount, the proceeds of which shall be applied to reimburse such the Issuing Lender for the amount of the related drawing and such fees costs and expenses. Each Revolving Credit Lender acknowledges and agrees that its obligation to fund a Revolving Credit Loan in accordance with this Section to reimburse such the Issuing Lender for any draft paid under a Letter of Credit issued by it is absolute and unconditional and shall not be affected by any circumstance whatsoever, including including, without limitation, non-satisfaction of the conditions set forth in Section 2.3(a) 2.4 or Article VIARTICLE IV. If the Borrower has Borrowers have elected to pay the amount of such drawing with funds from other sources and shall fail to reimburse such the Issuing Lender as provided above, the unreimbursed amount of such drawing shall bear interest at the rate which would be payable on any outstanding Base Rate Loans which were then overdue from the date such amounts become payable (whether at stated maturity, by acceleration or otherwise) until payment in full.

Reimbursement Obligation of the Borrower. In the event of any drawing under any Letter of Credit, the Borrower agrees to reimburse (either with the proceeds of a Revolving Credit Loan as provided for in this Section or with immediately available funds from other sources), in same day funds, the applicable Issuing Lender on each date on which such the Issuing Lender notifies has provided notice to the Borrower of the date and amount of a draft paid by it under any Letter of Credit for the amount of (a) such draft so paid and (b) any amounts referred to in Section 3.3(c) incurred by such the Issuing Lender in connection with such payment. Unless Such payment shall be made not later than 2:00 p.m. on (i) the Borrower shall immediately notify such Issuing Lender Business Day that the Borrower intends receives such notice, if such notice is received prior to reimburse 10:00 a.m. on such Issuing Lender for day or (ii) the Business Day after the Borrower receives such drawing from other sources or fundsnotice, if such notice is received after 10:00 a.m. on such day. If the Borrower does not make such payment when due, the Borrower shall be deemed to have timely given a Notice of Borrowing to the Administrative Agent requesting that the Revolving Credit Lenders make a Revolving Credit Loan bearing interest at the Base Rate on the applicable repayment such date in the amount of (ia) such draft so paid and (iib) any amounts referred to in Section 3.3(c) incurred by such the Issuing Lender in connection with such payment, and the Revolving Credit Lenders shall make a Revolving Credit Loan bearing interest at the Base Rate in such amount, the proceeds of which shall be applied to reimburse such the Issuing Lender for the amount of the related drawing and such fees costs and expenses. Each Revolving Credit Lender acknowledges and agrees that its obligation to fund a Revolving Credit Loan in accordance with this Section to reimburse such the Issuing Lender for any draft paid under a Letter of Credit issued by it is absolute and unconditional and shall not be affected by any circumstance whatsoever, including non-satisfaction of the conditions set forth in Section 2.3(a) or Article VI. V. If the Borrower has elected to pay the amount of such drawing with funds from other sources and shall fail to reimburse such the Issuing Lender as provided above, the unreimbursed amount of such drawing shall bear interest at the rate which would be payable on any outstanding Base Rate Loans which were then overdue from the date such amounts become payable (whether at stated maturity, by acceleration or otherwise) until payment in full.

Reimbursement Obligation of the Borrower. In the event of any drawing under any Letter of Credit, the Borrower agrees to reimburse (either with the proceeds of a Revolving Credit Loan as provided for in this Section or with funds from other sources), in same day funds, the applicable An Issuing Lender on each date on which such Issuing Lender notifies shall notify the Borrower of the date and amount Dollar Amount of a draft paid by it any L/C Disbursement under any Letter of Credit and paid by such Issuing Lender. The Borrower agrees to reimburse such Issuing Lender in Dollars for the amount Dollar Amount of (a) such draft L/C Disbursement so paid (or if the Issuing Lender shall so elect in its sole discretion by notice to the Borrower, in such other Agreed Currency which was paid by the Issuing Lender pursuant to such L/C Disbursement in such Agreed Currency in an amount equal to the amount of such L/C Disbursement) and (b) any amounts referred to in Section 3.3(creasonable and documented fees, charges or other costs or expenses (other than taxes or similar amounts) incurred by such Issuing Lender in connection with such payment. Unless payment on the Business Day after the Borrower receives such notice. Each such payment shall immediately notify be made to such Issuing Lender that at its address for notices referred to herein in Dollars (or if the Issuing Lender shall so elect in its sole discretion by notice to the Borrower, in such other Agreed Currency which was paid by the Issuing Lender pursuant to such L/C Disbursement in such Agreed Currency in an amount equal to the amount of such L/C Disbursement) and in immediately available funds. Each L/C Disbursement under any Letter of Credit shall (unless an event of the type described in clause (i) or (ii) of Section 9.2(f) shall have occurred and be continuing with respect to the Borrower, in which case the procedures specified in Section 3.8 for funding by L/C Participants shall apply) constitute a request by the Borrower intends to reimburse such Issuing Lender for such drawing from other sources or funds, the Borrower shall be deemed to have timely given a Notice of Borrowing to the Administrative Agent requesting that the Revolving Credit Lenders make for a Revolving Credit Loan bearing interest at the Base Rate on the applicable repayment date borrowing pursuant to Section 3.2 of ABR Loans in the amount of (i) such draft so paid and (ii) any amounts referred to in Section 3.3(c) incurred by such Issuing Lender in connection with such payment, and the Revolving Credit Lenders shall make a Revolving Credit Loan bearing interest at the Base Rate in such amount, the proceeds of which shall be applied to reimburse such Issuing Lender for the amount of the related drawing and such fees and expenses. Each Revolving Credit Lender acknowledges and agrees that its obligation to fund a Revolving Credit Loan in accordance with this Section to reimburse such Issuing Lender for any draft paid under a Letter of Credit issued by it is absolute and unconditional and shall not be affected by any circumstance whatsoever, including non-satisfaction of the conditions set forth in Section 2.3(a) or Article VI. If the Borrower has elected to pay the amount of such drawing with funds from other sources and shall fail to reimburse such Issuing Lender as L/C Disbursement; provided above, the unreimbursed amount of such drawing shall bear interest at the rate which would be payable on any outstanding Base Rate Loans which were then overdue from the date such amounts become payable (whether at stated maturity, by acceleration or otherwise) until payment in full.that,

Reimbursement Obligation of the Borrower. In the event of If any drawing draft is paid under any Letter of Credit, the Borrower agrees shall reimburse the Issuing Bank with respect to reimburse (either with the proceeds of a Revolving Credit Loan as provided for in this Section or with funds from other sources), in same day funds, the applicable Issuing Lender on each date on which such Issuing Lender notifies the Borrower of the date and amount of a draft paid by it under any Letter of Credit the Issuing Bank for the amount of (a) such the draft so paid and (b) any amounts referred to in Section 3.3(c) taxes, fees, charges or other costs or expenses incurred by such the Issuing Lender in connection with such payment. Unless the Borrower shall immediately notify such Issuing Lender that the Borrower intends to reimburse such Issuing Lender for such drawing from other sources or funds, the Borrower shall be deemed to have timely given a Notice of Borrowing to the Administrative Agent requesting that the Revolving Credit Lenders make a Revolving Credit Loan bearing interest at the Base Rate on the applicable repayment date in the amount of (i) such draft so paid and (ii) any amounts referred to in Section 3.3(c) incurred by such Issuing Lender Bank in connection with such payment, and not later than (i) by 12:00 Noon on the Revolving Credit Lenders shall make a Revolving Credit Loan bearing interest at Business Day following the Base Rate in day that the Borrower receives notice of such amountdraft, if such notice is received on such day prior to 1:00 P.M. or (ii) if clause (i) above does not apply, the proceeds of which Business Day immediately following the day that the Borrower receives such notice. Each such payment shall be applied made to reimburse such the Issuing Lender Bank at its address for the amount of the related drawing notices referred to herein in Dollars and such fees and expensesin immediately available funds. Each Revolving Credit Lender acknowledges and agrees that its obligation to fund a Revolving Credit Loan in accordance with this Section to reimburse such Issuing Lender for If any draft is paid under a any Letter of Credit issued by it is absolute and unconditional and shall not be affected by any circumstance whatsoeverCredit, including non-satisfaction of the conditions set forth in Section 2.3(a) or Article VI. If then, unless the Borrower has elected to pay shall reimburse the amount of Issuing Bank in full on the same day that such drawing with funds from other sources and shall fail to reimburse such Issuing Lender as provided abovedraft is paid, the unreimbursed unpaid amount of such drawing thereof shall bear interest for each day from and including the date on which such draft is paid to but excluding the date that the Borrower makes reimbursement in full, at the rate which would be payable per annum equal to the sum of (x) ABR plus (y) the Total Extended Revolving Percentage at such time times the Applicable Margin for Extended Revolving Loans that are ABR Loans plus (z) the Total Non-Extended Revolving Percentage at such time times the Applicable Margin for Non-Extended Revolving Loans that are ABR Loans; provided that, if the Borrower does not make reimbursement in full on any outstanding Base Rate Loans which were then overdue from or prior to the second Business Day following the date such amounts become payable (whether at stated maturityof the applicable drawing, by acceleration or otherwisethen Section 2.14(c) until payment in fullshall apply.

Reimbursement Obligation of the Borrower. In the event of any drawing under any Letter of Credit, the The Borrower agrees to reimburse (either with the proceeds of a Revolving Credit Loan as provided for in this Section or with funds from other sources), in same day funds, the applicable Issuing Lender on each date on which such the Issuing Lender notifies the Borrower of the date and amount of a draft paid by it under any Letter of Credit for the amount of (a) such draft so paid and (b) any amounts referred to in Section 3.3(c) taxes, fees, charges or other costs or expenses incurred by such the Issuing Lender in connection with such payment. Unless Each such payment shall be made to the Borrower shall immediately notify such Issuing Lender that the Borrower intends to reimburse such Issuing Lender at its address for such drawing from other sources or funds, the Borrower shall be deemed to have timely given a Notice of Borrowing to the Administrative Agent requesting that the Revolving Credit Lenders make a Revolving Credit Loan bearing interest at the Base Rate on the applicable repayment date notices specified herein in the amount of (i) such draft so paid and (ii) any amounts referred to in Section 3.3(c) incurred by such Issuing Lender in connection with such payment, and the Revolving Credit Lenders shall make a Revolving Credit Loan bearing interest at the Base Rate in such amount, the proceeds of which shall be applied to reimburse such Issuing Lender for the amount lawful money of the related drawing United States and such fees and expensesin immediately available funds. Each Revolving Credit Lender acknowledges and agrees that its obligation to fund a Revolving Credit Loan in accordance with this Section to reimburse such Issuing Lender for any draft paid under a Letter of Credit issued by it is absolute and unconditional and Interest shall not be affected by any circumstance whatsoever, including non-satisfaction of the conditions set forth in Section 2.3(a) or Article VI. If the Borrower has elected to pay the amount of such drawing with funds from other sources and shall fail to reimburse such Issuing Lender as provided above, the unreimbursed amount of such drawing shall bear interest at the rate which would be payable on any outstanding Base Rate Loans which were then overdue and all amounts remaining unpaid by the Borrower under this Article IIA from the date such amounts become payable (whether at stated maturity, by acceleration or otherwise) until payment in fullfull at the rate which would be payable on any outstanding Base Rate Loans which were then overdue. If the Borrower fails to timely reimburse the Issuing Lender on the date the Borrower receives the notice referred to in this Section 2A.5, the Borrower shall be deemed to have timely given a Notice of Revolving Credit Loan Borrowing hereunder to the Disbursing Agent requesting the Lenders to make a Base Rate Loan on such date in an amount equal to the amount of such drawing and, subject to the satisfaction or waiver of the conditions precedent specified in Article V, the Lenders shall make Base Rate Loans in such amount, the proceeds of which shall be applied to reimburse the Issuing Lender for the amount of the related drawing and costs and expenses.

Reimbursement Obligation of the Borrower. In the event of any drawing under any Letter of Credit, the Borrower agrees to reimburse (either with the proceeds of a Revolving Credit Loan as provided for in this Section or with funds from other sources), in same day funds, the applicable Issuing Lender (i) if Borrower shall have received notice of such drawing from such Issuing Lender prior to 11:00 a.m. on each date any Business Day, then by 2:00 p.m. on such Business Day on which such Issuing Lender notifies the Borrower of the date and amount of a draft paid by it under any Letter of Credit or (ii) otherwise, by 11:00 a.m. on the Business Day immediately following the day that the Borrower shall have received notice from such Issuing Lender, for the amount of (a) such draft so paid by it and (b) any amounts referred to in Section 3.3(c) incurred by such Issuing Lender in connection with such payment. Unless the Borrower shall immediately notify such Issuing Lender that the Borrower intends to reimburse such Issuing Lender for such drawing from other sources or fundsfunds within such time periods, the Borrower shall be deemed to have timely given a Notice of Borrowing to the Administrative Agent requesting that the Revolving Credit Lenders make a Revolving Credit Loan bearing interest at the Base Rate on the applicable repayment date in the amount of (i) such draft so paid and (ii) any amounts referred to in Section 3.3(c) incurred by such Issuing Lender in connection with such payment, and the Revolving Credit Lenders shall make a Revolving Credit Loan bearing interest at the Base Rate in such amount, the proceeds of which shall be applied to reimburse such Issuing Lender for the amount of the related drawing and such fees and expenses. Each Revolving Credit Lender acknowledges and agrees that its obligation to fund a Revolving Credit Loan in accordance with this Section to reimburse such each Issuing Lender for any draft paid by it under a Letter of Credit issued by it is absolute and unconditional and shall not be affected by any circumstance whatsoever, including including, without limitation, non-satisfaction of the conditions set forth in Section 2.3(a) or Article VI. If the Borrower has elected to pay the amount of such drawing with funds from other sources and shall fail to reimburse such any Issuing Lender as provided above, the unreimbursed amount of such drawing shall bear interest at the rate which would be payable on any outstanding Base Rate Loans which were then overdue from the date such amounts become payable (whether at stated maturity, by acceleration or otherwise) until payment in full.

Reimbursement Obligation of the Borrower. In (i) The Borrower agrees to reimburse the event Issuing Bank, (x) with respect to drafts presented under any Letter of Credit and paid by the Issuing Bank prior the Revolving Loan Availability Date, upon demand, and (y) on the same Business Day on which a draft is presented under any drawing Letter of Credit and paid by the Issuing Bank on or after the Revolving Loan Availability Date, provided that the Issuing Bank provides notice to the Borrower prior to 12:00 noon (New York time) on such Business Day, and otherwise the Borrower will reimburse the Issuing Bank on the next succeeding Business Day. The failure to provide such notice shall not affect the Borrower's absolute and unconditional obligation to reimburse the Issuing Bank for any draft paid under any Letter of Credit, . The Issuing Bank shall provide notice to the Borrower agrees to reimburse (either with the proceeds of a Revolving Credit Loan on such Business Day as provided for in this Section or with funds from other sources), in same day funds, the applicable Issuing Lender on each date on which such Issuing Lender notifies the Borrower of the date and amount of a draft is presented and paid by it under any Letter of Credit for the Issuing Bank indicating the amount of (aA) such draft so paid and (bB) any amounts referred to in Section 3.3(c) taxes, fees, charges or other costs or expenses incurred by such the Issuing Lender Bank in connection with such payment. Unless Each such payment shall be made to the Issuing Bank at its address for notices specified herein in Dollars in immediately available funds. Notwithstanding anything contained herein to the contrary, the Issuing Bank shall not be required to provide the Borrower shall immediately notify such Issuing Lender that the Borrower intends to reimburse such Issuing Lender with notice of its demand for such drawing from other sources or funds, the Borrower shall be deemed to have timely given a Notice payment in respect of Borrowing drafts paid under Letters of Credit prior to the Administrative Agent requesting that the Revolving Credit Lenders make a Revolving Credit Loan bearing interest at the Base Rate on the applicable repayment date in the amount of (i) such draft so paid and (ii) any amounts referred to in Section 3.3(c) incurred by such Issuing Lender in connection with such paymentAvailability Date, and the Revolving Credit Lenders shall make a Revolving Credit Loan bearing interest at the Base Rate in such amount, the proceeds of which shall be applied to reimburse such Issuing Lender for the amount of the related drawing and such fees and expenses. Each Revolving Credit Lender acknowledges and Borrower hereby agrees that its obligation to fund a Revolving Credit Loan in accordance with this Section to reimburse such Issuing Lender for any draft paid under a Letter of Credit issued by it is absolute and unconditional and shall not be affected by any circumstance whatsoever, including non-satisfaction of the conditions set forth in Section 2.3(a) or Article VI. If the Borrower has elected to pay the amount of such drawing with funds from other sources and shall fail to reimburse such Issuing Lender as provided above, the unreimbursed amount of such drawing shall bear interest at the rate which would be payable on any outstanding Base Rate Loans which were then overdue from the date such amounts become payable (whether at stated maturity, by acceleration or otherwise) until payment in fullimmediately upon the Issuing Bank's demand therefor.

Reimbursement Obligation of the Borrower. In the event of any drawing under any Letter of Credit, the Borrower agrees to reimburse (either with the proceeds of a Revolving Credit Loan as provided for in this Section or with funds from other sources), in same day funds, the applicable Issuing Lender on each date on which such the Issuing Lender notifies the Borrower of the date and amount of a draft paid by it under any Letter of Credit for the amount of (a) such draft so paid and (b) any amounts referred to in Section 3.3(c) incurred by such the Issuing Lender in connection with such payment. Unless the Borrower shall immediately notify such the Issuing Lender that the Borrower intends to reimburse such the Issuing Lender for such drawing from other sources or funds, the Borrower shall be deemed to have timely given a Notice of Borrowing to the Administrative Agent requesting that the Revolving Credit Lenders make a Revolving Credit Loan bearing interest at the Base Floating Rate on the applicable repayment such date in the amount of (ia) such draft so paid and (iib) any amounts referred to in Section 3.3(c) incurred by such the Issuing Lender in connection with such payment, and the Revolving Credit Lenders shall make a Revolving Credit Loan bearing interest at the Base Floating Rate in such amount, the proceeds of which shall be applied to reimburse such the Issuing Lender for the amount of the related drawing and such fees costs and expenses. Each Revolving Credit Lender acknowledges and agrees that its obligation to fund a Revolving Credit Loan in accordance with this Section to reimburse such the Issuing Lender for any draft paid under a Letter of Credit issued by it is absolute and unconditional and shall not be affected by any circumstance whatsoever, including including, without limitation, non-satisfaction of the conditions set forth in Section 2.3(a2.2(a) or Article VI. ARTICLE V. If the Borrower has elected to pay the amount of such drawing with funds from other sources and shall fail to reimburse such the Issuing Lender as provided above, the unreimbursed amount of such drawing shall bear interest at the rate which would be payable on any outstanding Base Floating Rate Loans which were then overdue from the date such amounts become payable (whether at stated maturity, by acceleration or otherwise) until payment in full.

Reimbursement Obligation of the Borrower. In The Borrower or the event of any drawing under any Letter of Credit, the relevant Subsidiary Borrower agrees to reimburse (either with the proceeds of a Revolving Credit Loan as provided for in this Section or with funds from other sources), in same day funds, the applicable Issuing Lender on each date on which such the Issuing Lender notifies the Borrower or the relevant Subsidiary Borrower of the date and amount of a draft paid by it presented under any Letter of Credit and paid by the Issuing Lender for the amount of (a) such draft so paid and (b) any amounts referred to in Section 3.3(c) taxes, fees, charges or other costs or expenses incurred by such the Issuing Lender in connection with such payment. Unless ; provided that upon the Borrower shall immediately notify acceleration of such Issuing Lender that the Borrower intends to reimburse such Issuing Lender for such drawing from other sources or fundsreimbursement obligations in accordance with Section 8, the Borrower shall be deemed to have timely given a Notice of Borrowing to or the Administrative Agent requesting that the Revolving Credit Lenders make a Revolving Credit Loan bearing interest at the Base Rate on the applicable repayment date in the amount of (i) such draft so paid and (ii) any amounts referred to in Section 3.3(c) incurred by such Issuing Lender in connection with such payment, and the Revolving Credit Lenders shall make a Revolving Credit Loan bearing interest at the Base Rate in such amount, the proceeds of which shall be applied relevant Subsidiary Borrower agrees to reimburse such the Issuing Lender for the amount equal to the then maximum liability (whether direct or contingent) of the related drawing Issuing Lender and such fees and expensesthe L/C Participants under each Letter of Credit. Each Revolving such payment shall be made to the Issuing Lender, at its address for notices specified herein in the currency in which such Letter of Credit is denominated (except that, in the case of any Letter of Credit denominated in any Optional Currency, in the event that such payment is not made to the Issuing Lender acknowledges within three Business Days of the date of receipt by the Borrower or any relevant Subsidiary Borrower of such notice, upon notice by the Issuing Lender to the Borrower or the relevant Subsidiary Borrower, such payment shall be made in Dollars, in an amount equal to the Dollar Equivalent of the amount of such payment converted on the date of such notice into Dollars at the spot rate of exchange on such date) and agrees that its obligation in immediately available funds, on the date on which the Borrower or any relevant Subsidiary Borrower (on behalf of itself or such Subsidiary Borrower, as the case may be) receives such notice, if received prior to fund 11:00 A.M., New York City time, on a Revolving Business Day and otherwise on the next succeeding Business Day. Any conversion by the Issuing Lender of any payment to be made by the Borrower or any Subsidiary Borrower in respect of any Letter of Credit Loan denominated in any Optional Currency into Dollars in accordance with this Section to reimburse subsection 3.5 shall be conclusive and binding upon such Borrower or such relevant Subsidiary Borrower and the Lenders in the absence of manifest error; provided that upon the request of any Lender, the Issuing Lender for any draft paid under shall provide to such Lender a Letter of Credit issued by it is absolute and unconditional and shall not be affected by any circumstance whatsoever, certificate including non-satisfaction of reasonably detailed information as to the conditions set forth in Section 2.3(a) or Article VI. If the Borrower has elected to pay the amount calculation of such drawing with funds from other sources and shall fail to reimburse such Issuing Lender as provided above, the unreimbursed amount of such drawing shall bear interest at the rate which would be payable on any outstanding Base Rate Loans which were then overdue from the date such amounts become payable (whether at stated maturity, by acceleration or otherwise) until payment in fullconversion.

Reimbursement Obligation of the Borrower. In the event of any drawing under any Letter of Credit, the Each applicable Borrower agrees to reimburse (either with the proceeds of a Revolving Credit Loan as provided for in this Section or with funds from other sources), in same day funds, the applicable relevant Issuing Lender on no later than the first Business Day following each date on which such Issuing Lender notifies the such Borrower of the date and amount of a draft paid by it presented under any Letter of Credit issued for the account of such Borrower (or for the joint and several account of such Borrower and any Subsidiary) and paid by such Issuing Lender for the amount of (a) such draft so paid and (b) any amounts referred to in Section 3.3(c) taxes, fees, charges or other costs or expenses incurred by such Issuing Lender in connection with such payment. Unless the Borrower shall immediately notify ; provided, that such Issuing Lender that the Borrower intends to reimburse reimbursement obligation of such Issuing Lender for such drawing from other sources or funds, the Borrower shall be deemed to have timely given a Notice of Borrowing to the Administrative Agent requesting that be satisfied when the Revolving Credit Lenders make a have funded Revolving Credit Loan bearing interest at the Base Rate on the applicable repayment date Loans in the amount of (i) such draft so paid to reimburse such Lender in accordance with the following procedures: (A) the applicable Issuing Lender shall also notify the Administrative Agent of the amount to be so reimbursed, (B) such Borrower shall automatically be deemed to have requested a borrowing of Revolving Loans to be made as ABR Loans in the amount of such reimbursement obligation, and (iiC) any amounts referred the Administrative Agent shall have notified each Revolving Lender of the same and the amount to in Section 3.3(c) incurred be funded by such Issuing Revolving Lender, which amount with respect to such Revolving Lender in connection with shall equal its Revolving Percentage of such payment, and the Revolving Credit Lenders shall make a Revolving Credit Loan bearing interest at the Base Rate in such amount, the proceeds of reimbursement obligation (which shall be applied to reimburse funded by such Issuing Revolving Lender for the amount of the related drawing and such fees and expenses. Each Revolving Credit Lender acknowledges and agrees that its obligation to fund a Revolving Credit Loan in accordance with this Section to reimburse such Issuing Lender for any draft paid under a Letter of Credit issued by it is absolute and unconditional and shall whether or not be affected by any circumstance whatsoever, including non-satisfaction of the conditions to borrowing set forth in Section 2.3(a) or Article VI5.2 are satisfied). If Each such payment shall be made to the Borrower has elected to pay the amount of such drawing with funds from other sources and shall fail to reimburse such relevant Issuing Lender as provided above, at its address for notices specified herein in lawful money of the unreimbursed amount of such drawing United States and in immediately available funds. Interest shall bear interest at the rate which would be payable on any outstanding Base Rate Loans which were then overdue and all amounts remaining unpaid by the applicable Borrower under this Section from the date such amounts become payable (whether at stated maturity, by acceleration or otherwise) until payment in fullfull at the rate set forth in (i) until the second Business Day following the date of the applicable drawing, Section 2.16(b) and (ii) thereafter, Section 2.16(c).

Reimbursement Obligation of the Borrower. In the event of any drawing under any Letter of Credit, the Borrower agrees to reimburse (either with the proceeds of a Revolving Credit Loan as provided for in this Section 2.03 or with funds from other sources), in same day fundsSame Day Funds, the applicable Issuing Lender on each the first Business Day after the date on which such Issuing Lender notifies the Borrower of the date and amount of a draft paid by it under any Letter of Credit for the amount of (ai) such draft so paid and (bii) any amounts referred to in Section 3.3(c2.03(d)(iii) incurred by such Issuing Lender in connection with such payment. In the case of a Letter of Credit denominated in a Foreign Currency or Additional L/C Currency, the Borrower shall reimburse the applicable Issuing Lender in such Foreign Currency or Additional L/C Currency, as applicable, unless (A) the applicable Issuing Lender (at its option) shall have specified in such notice that it will require reimbursement in Dollars, or (B) in the absence of any such requirement for reimbursement in Dollars, the Borrower shall have notified the applicable Issuing Lender promptly following receipt of the notice of drawing that the Borrower will reimburse the applicable Issuing Lender in Dollars. In the case of any such reimbursement in Dollars of a drawing under a Letter of Credit denominated in a Foreign Currency or Additional L/C Currency, the applicable Issuing Lender (through the Administrative Agent) shall notify the Borrower of the Dollar Equivalent of the amount of the drawing promptly following the determination thereof. Unless the Borrower shall immediately promptly (and in any event not later than 11:00 a.m. (New York time) in the case of any Letter of Credit to be reimbursed in Dollars or the Applicable Time in the case of any Letter of Credit to be reimbursed in a Foreign Currency or Additional L/C Currency on the applicable repayment date) notify such Issuing Lender (and the Administrative Agent) that the Borrower intends to reimburse such Issuing Lender for such drawing from other sources or funds, the Borrower shall be deemed to have timely given a Borrowing Notice of Borrowing to the Administrative Agent requesting that the Revolving Credit Lenders make a Revolving Credit Loan bearing interest at the as a Base Rate Loan on the applicable repayment date in the amount of (i) such draft so paid (or, in the case of a Letter of Credit denominated in a Foreign Currency or Additional L/C Currency, the Dollar Equivalent of the amount of such draft so paid) and (ii3) any amounts referred to in Section 3.3(c2.03(d)(iii) incurred by such Issuing Lender in connection with such payment, and the Revolving Credit Lenders shall make a Revolving Credit Loan bearing interest at the as a Base Rate Loan in such amountamount on such first Business Day after the date of the notice from the applicable Issuing Lender (through the Administrative Agent) to the Borrower referred to in the first sentence of this Section 2.03(f), the proceeds of which shall be applied to reimburse such Issuing Lender for the amount of the related drawing and such fees and expenses. Each Revolving Credit Lender acknowledges and agrees that its obligation to fund a Revolving Credit Loan in accordance with this Section 2.03 to reimburse such Issuing Lender for any draft paid under a Letter of Credit issued by it is absolute and unconditional and shall not be affected by any circumstance whatsoever, including including, without limitation, non-satisfaction of the conditions set forth in this Section 2.3(a) 2.03 or Article VISection 4.03. If the Borrower has elected to pay the amount of such drawing with funds from other sources and shall fail to reimburse such Issuing Lender as provided above, the unreimbursed amount of such drawing shall bear interest at the rate which would be payable on any outstanding Base Rate Loans which were then overdue from the date such amounts become payable (whether at stated maturity, by acceleration or otherwise) until payment in full.. In the event that (x) a drawing of a Letter of Credit denominated in a Foreign Currency or Additional L/C 48 #98230960v1

Reimbursement Obligation of the Borrower. In the event of any drawing under any Letter of Credit, the The Borrower agrees to reimburse (either with the proceeds of a Revolving Credit Loan as provided for in this Section or with funds from other sources), in same day funds, the applicable Issuing Lender on each date on which such Issuing the Lender notifies the Borrower of the date and amount of a draft paid by it under any Letter of Credit for the amount of (a) such draft so paid and (b) any amounts referred to in Section 3.3(c) taxes, fees, charges or other costs or expenses incurred by such Issuing the Lender in connection with such payment. Unless the Borrower shall immediately notify Each such Issuing Lender that the Borrower intends to reimburse such Issuing Lender for such drawing from other sources or funds, the Borrower payment shall be deemed to have timely given a Notice of Borrowing made to the Administrative Agent requesting that the Revolving Credit Lenders make a Revolving Credit Loan bearing interest Lender at the Base Rate on the applicable repayment date its address for notices specified herein in the amount of (i) such draft so paid and (ii) any amounts referred to in Section 3.3(c) incurred by such Issuing Lender in connection with such payment, and the Revolving Credit Lenders shall make a Revolving Credit Loan bearing interest at the Base Rate in such amount, the proceeds of which shall be applied to reimburse such Issuing Lender for the amount lawful money of the related drawing United States and such fees and expensesin immediately available funds. Each Revolving Credit Lender acknowledges and agrees that its obligation to fund a Revolving Credit Loan in accordance with this Section to reimburse such Issuing Lender for any draft paid under a Letter of Credit issued by it is absolute and unconditional and Interest shall not be affected by any circumstance whatsoever, including non-satisfaction of the conditions set forth in Section 2.3(a) or Article VI. If the Borrower has elected to pay the amount of such drawing with funds from other sources and shall fail to reimburse such Issuing Lender as provided above, the unreimbursed amount of such drawing shall bear interest at the rate which would be payable on any outstanding Base Rate Loans which were then overdue and all amounts remaining unpaid by the Borrower under this Article IV from the date such amounts become payable (whether at stated maturity, by acceleration or otherwise) until payment in fullfull at the rate which would be payable on any outstanding Base Rate Loans which were then overdue. If the Borrower fails to timely reimburse the Lender on the date the Borrower receives the notice referred to in this Section 4.6, the Borrower shall be deemed to have timely given a Notice of Borrowing hereunder to the Lender requesting the Lender to make a Base Rate Loan on such date in an amount equal to the amount of such drawing and, subject to the satisfaction or waiver of the conditions precedent specified in Article VI, the Lender shall make Base Rate Loans in such amount, the proceeds of which shall be applied to reimburse the Lender for the amount of the related drawing and costs and expenses.

Reimbursement Obligation of the Borrower. In The Borrower or the event of any drawing under any Letter of Credit, the relevant Regular Subsidiary Borrower agrees to reimburse (either with the proceeds of a Revolving Credit Loan as provided for in this Section or with funds from other sources), in same day funds, the applicable Issuing Lender on each date on which such the Issuing Lender notifies the Borrower or the relevant Regular Subsidiary Borrower of the date and amount of a draft paid by it presented under any Letter of Credit and paid by the Issuing Lender for the amount of (a) such draft so paid and (b) any amounts referred to in Section 3.3(c) taxes (other than Excluded Taxes), fees, charges or other costs or expenses incurred by such the Issuing Lender in connection with such payment. Unless ; provided that upon the Borrower shall immediately notify acceleration of such Issuing Lender that the Borrower intends to reimburse such Issuing Lender for such drawing from other sources or fundsreimbursement obligations in accordance with Section 8, the Borrower shall be deemed to have timely given a Notice of Borrowing to or the Administrative Agent requesting that the Revolving Credit Lenders make a Revolving Credit Loan bearing interest at the Base Rate on the applicable repayment date in the amount of (i) such draft so paid and (ii) any amounts referred to in Section 3.3(c) incurred by such Issuing Lender in connection with such payment, and the Revolving Credit Lenders shall make a Revolving Credit Loan bearing interest at the Base Rate in such amount, the proceeds of which shall be applied relevant Regular Subsidiary Borrower agrees to reimburse such the Issuing Lender for the amount equal to the then maximum liability (whether direct or contingent) of the related drawing Issuing Lender and the L/C Participants under such fees and expensesLetter of Credit. Each Revolving such payment shall be made to the Issuing Lender, at its address for notices specified herein in the currency in which such Letter of Credit is denominated (except that, in the case of any Letter of Credit denominated in euros or any Optional Currency, in the event that such payment is not made to the Issuing Lender acknowledges within three Business Days of the date of receipt by the Borrower or any relevant Regular Subsidiary Borrower of such notice, upon notice by the Issuing Lender to the Borrower or the relevant Regular Subsidiary Borrower, such payment shall be made in Dollars, in an amount equal to the Dollar Equivalent of the amount of such payment converted on the date of such notice into Dollars at the spot rate of exchange on such date) and agrees that its obligation in immediately available funds, on the date on which the Borrower or any relevant Regular Subsidiary Borrower (on behalf of itself or such Regular Subsidiary Borrower, as the case may be) receives such notice, if received prior to fund 11:00 A.M., New York City time, on a Revolving Business Day and otherwise on the next succeeding Business Day. Any conversion by the Issuing Lender of any payment to be made by the Borrower or any Regular Subsidiary Borrower in respect of any Letter of Credit Loan denominated in euros or any Optional Currency into Dollars in accordance with this Section to reimburse subsection 3.5 shall be conclusive and binding upon such Borrower or such relevant Regular Subsidiary Borrower and the Lenders in the absence of manifest error; provided that upon the request of any Lender, the Issuing Lender for any draft paid under shall provide to such Lender a Letter of Credit issued by it is absolute and unconditional and shall not be affected by any circumstance whatsoever, certificate including non-satisfaction of reasonably detailed information as to the conditions set forth in Section 2.3(a) or Article VI. If the Borrower has elected to pay the amount calculation of such drawing with funds from other sources and shall fail to reimburse such Issuing Lender as provided above, the unreimbursed amount of such drawing shall bear interest at the rate which would be payable on any outstanding Base Rate Loans which were then overdue from the date such amounts become payable (whether at stated maturity, by acceleration or otherwise) until payment in fullconversion.

Reimbursement Obligation of the Borrower. In the event of any drawing under any Letter of Credit, the Borrower agrees to reimburse (either with the proceeds of a Revolving Credit Loan as provided for in this Section or with funds from other sources), in same day fundsfunds and in the same currency as such drawing, the applicable Issuing Lender on each by paying to the Administrative Agent within one (1) Business Day of date on which such Issuing Lender notifies the Borrower of the date date, amount and amount currency of a draft paid by it under any Letter of Credit for the amount of (a) such draft so paid and (b) any amounts referred to in Section 3.3(c) incurred by such Issuing Lender in connection with such payment. Unless the Borrower shall immediately notify the Administrative Agent and such Issuing Lender that the Borrower intends to reimburse such Issuing Lender for such drawing from other sources or funds, the Borrower shall be deemed to have timely given a Notice of Borrowing to the Administrative Agent requesting that the Revolving Credit Lenders make a Revolving Credit Loan bearing interest at the as a Base Rate Loan on the applicable repayment date in the amount (without regard to the minimum and multiples specified in Section 2.3(a)) of (ia) such draft so paid (in the case of a draft paid in an Alternative Currency, such amount shall be the Dollar Equivalent of such draft on the applicable repayment date) and (iib) any amounts referred to in Section 3.3(c) incurred by such Issuing Lender in connection with such payment, and the Revolving Credit Lenders shall make a Revolving Credit Loan bearing interest at the as a Base Rate Loan in such amount, the proceeds of which shall be applied to reimburse such Issuing Lender for the amount of the related drawing and such fees costs and expenses. Each Revolving Credit Lender acknowledges and agrees that its obligation to fund a Revolving Credit Loan in accordance with this Section to reimburse such Issuing Lender for any draft paid under a Letter of Credit issued by it is absolute and unconditional and shall not be affected by any circumstance whatsoever, including including, without limitation, non-satisfaction of the conditions set forth in Section 2.3(a) or Article VI. If the Borrower has elected to pay the amount of such drawing with funds from other sources and shall fail to reimburse such Issuing Lender as provided above, or if the amount of such drawing is not fully refunded through a Base Rate Loan as provided above, the unreimbursed amount of such drawing shall bear interest at the rate which would be payable on any outstanding Base Rate Loans which were then overdue from the date such amounts become payable (whether at stated maturity, by acceleration or otherwise) until payment paid in full.

Reimbursement Obligation of the Borrower. In the event of any drawing under any Letter of Credit, the Borrower agrees to reimburse (either with the proceeds of a Revolving Credit Loan as provided for in this Section 3.5 or with funds from other sources), in same day funds, the applicable Issuing Lender on each date on which such the Issuing Lender notifies the Borrower of the date and amount of a draft paid by it under any Letter of Credit for the amount of (a) such draft so paid and (b) any amounts referred to in Section 3.3(c) incurred by such the Issuing Lender in connection with such payment. Unless the Borrower shall immediately notify such the Issuing Lender that the Borrower intends to reimburse such the Issuing Lender for such drawing from other sources or funds, the Borrower shall be deemed to have timely given a Notice of Borrowing to the Administrative Agent requesting that the Revolving Credit Lenders make a Revolving Credit Loan bearing interest at the Base Rate on the applicable repayment such date in the amount of (ia) such draft so paid and (iib) any amounts referred to in Section 3.3(c) incurred by such the Issuing Lender in connection with such payment, and the Revolving Credit Lenders shall make a Revolving Credit Loan bearing interest at the Base Rate in such amount, the proceeds of which shall be applied to reimburse such the Issuing Lender for the amount of the related drawing and such fees costs and expenses. Each Revolving Credit Lender acknowledges and agrees that its obligation to fund a Revolving Credit Loan in accordance with this Section 3.5 to reimburse such the Issuing Lender for any draft paid under a Letter of Credit issued by it is absolute and unconditional and shall not be affected by any circumstance whatsoever, including including, without limitation, non-satisfaction of the conditions set forth in Section 2.3(a4.1(a) or Article VI. V. If the Borrower has elected to pay the amount of such drawing with funds from other sources and shall fail to reimburse such the Issuing Lender as provided above, the unreimbursed amount of such drawing shall bear interest at the rate which would be payable on any outstanding Base Rate Loans which were then overdue from the date such amounts become payable (whether at stated maturity, by acceleration or otherwise) until payment in full. Until each Revolving Credit Lender reimburses the Issuing Lender for any amount drawn under any Letter of Credit, interest in respect of such Revolving Credit Lender's Revolving Credit Commitment Percentage of such amount shall be solely for the account of the Issuing Lender.

Reimbursement Obligation of the Borrower. In the event of any drawing under any Letter of Credit, the Borrower agrees to reimburse (either with the proceeds of a Revolving Credit Loan as provided for in this Section or with funds from other sources), in same day funds, the applicable Issuing Lender on each date on which such the Issuing Lender notifies the Borrower of the date and amount of a draft paid by it under any Letter of Credit for the amount of (a) such draft so paid and (b) any amounts referred to in Section 3.3(c) incurred by such the Issuing Lender in connection with such payment. Unless the Borrower shall immediately promptly notify such the Issuing Lender that the Borrower intends to reimburse such the Issuing Lender for such drawing from other sources or funds, the Borrower shall be deemed to have timely given a Notice of Borrowing to the Administrative Agent requesting that the Revolving Credit Lenders make a Revolving Credit Loan bearing interest at the as a Base Rate Loan on the applicable repayment date in the amount of (ia) such draft so paid and (iib) any amounts referred to in Section 3.3(c) incurred by such the Issuing Lender in connection with such payment, and the Revolving Credit Lenders shall make a Revolving Credit Loan bearing interest at the as a Base Rate Loan in such amount, the proceeds of which shall be applied to reimburse such the Issuing Lender for the amount of the related drawing and such fees and expenses. Each Revolving Credit Lender acknowledges and agrees that its obligation to fund a Revolving Credit Loan in accordance with this Section to reimburse such the Issuing Lender for any draft paid under a Letter of Credit issued by it is absolute and unconditional and shall not be affected by any circumstance whatsoever, including including, without limitation, non-satisfaction of the conditions set forth in Section 2.3(a) or Article VI. If the Borrower has elected to pay the amount of such drawing with funds from other sources and shall fail to reimburse such the Issuing Lender as provided above, or if the amount of such drawing is not fully refunded through a Base Rate Loan as provided above, the unreimbursed amount of such drawing shall bear interest at the rate which would be payable on any outstanding Base Rate Loans which were then overdue from the date such amounts become payable (whether at stated maturity, by acceleration or otherwise) until payment in full.