Common use of Reimbursement Obligation of the Borrowers Clause in Contracts

Reimbursement Obligation of the Borrowers. In order to induce the Letter of Credit Banks to issue, extend and renew each Letter of Credit and the Banks to participate therein, the Borrowers hereby jointly and severally agree to reimburse or pay to the Agent, for the account of the applicable Letter of Credit Bank or, with respect to each Letter of Credit issued, extended or renewed by such Letter of Credit Bank hereunder, (a) except as otherwise expressly provided in Section 4.2(b) and (c), on each date that any draft presented under such Letter of Credit is honored by any Letter of Credit Bank, or any Letter of Credit Bank otherwise makes a payment with respect thereto, (i) the amount paid by such Letter of Credit Bank under or with respect to such Letter of Credit, and (ii) the amount of any taxes, fees, charges or other costs and expenses whatsoever incurred by such Letter of Credit Bank in connection with any payment made by such Letter of Credit Bank under, or with respect to, such Letter 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 Agent for the benefit of the Letter of Credit Banks, the Banks and the Agent as cash collateral for all Reimbursement Obligations, and (c) upon the termination of the Total Commitment, or the acceleration of the Reimbursement Obligations with respect to all Letters of Credit in accordance with Section 13, an amount equal to the then Maximum Drawing Amount on all Letters of Credit, which amount shall be held by the Agent for the benefit of the Letter of Credit Banks, Banks and the Agent as cash collateral for all Reimbursement Obligations. 48 -40- Each such payment shall be made to the Agent for the account of the applicable Letter of Credit Bank at the Agent's Head Office in immediately available funds. Interest on any and all amounts remaining unpaid by the Borrowers under this Section 4.2 at any time from the date such amounts become due and payable (whether as stated in this Section 4.2, by acceleration or otherwise) until payment in full (whether before or after judgment) shall be payable to the applicable Letter of Credit Bank on demand at the rate specified in Section 5.11 for overdue principal on the Loans.

Reimbursement Obligation of the Borrowers. In order to induce the Letter of Credit Banks Agent to issue, extend and renew each Letter of Credit and the Banks to participate therein, the Borrowers Borrower for whose account the Letter of Credit was issued hereby jointly and severally agree agrees to reimburse or pay to the Agent, for the account of the applicable Letter of Credit Bank orAgent or (as the case may be) the Banks, with respect to each Letter of Credit issued, extended or renewed by the Agent for such Letter of Credit Bank Borrower's account hereunder, (a) except as otherwise expressly provided in Section 4.2(b5.2(b) and (c), on by not later than the third Business Day following each date that any draft presented under such Letter of Credit is honored by any Letter of Credit Bankthe Agent, or any Letter of Credit Bank the Agent otherwise makes a payment with respect thereto, (i) the amount paid by such Letter of Credit Bank the Agent under or with respect to such Letter of Credit, plus any and all interest accuring on such amounts from the date of payment by the Agent (with such interest accruing at the Base Rate), and (ii) the amount of any taxes, fees, charges or other costs and expenses whatsoever incurred by such Letter of Credit the Agent or any Bank in connection with any payment made by such Letter of Credit the Agent or any Bank under, or with respect to, such Letter 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 Agent for the benefit of the Letter of Credit Banks, the Banks and the Agent as cash collateral for all Reimbursement Obligations, and (c) upon the termination of the Total Commitment, or the acceleration of the Reimbursement Obligations with respect to all Letters of Credit in accordance with Section 1314, an amount equal to the then Maximum Drawing Amount on all Letters of Credit, which amount shall be held by the Agent for the benefit of the Letter of Credit Banks, Banks and the Agent as cash collateral for all Reimbursement Obligations. 48 -40- Each such payment shall be made to the Agent for the account of the applicable Letter of Credit Bank at the Agent's Head Office in immediately available funds. Interest on any and all amounts remaining unpaid by the Borrowers a Borrower under this Section 4.2 5.2 at any time from the date such amounts become due and payable (whether as stated in this Section 4.25.2, by acceleration or otherwise) until payment in full (whether before or after judgment) shall be payable to the applicable Letter of Credit Bank Agent on demand at the rate specified in Section 5.11 7.11 for overdue principal on the Loans.

Reimbursement Obligation of the Borrowers. In order The Borrowers agree to induce reimburse the Letter Issuing Lender on each date on which the Issuing Lender notifies the Borrowers of Credit Banks to issue, extend the date and renew each amount of a draft presented under any Letter of Credit and paid by the Banks to participate therein, the Borrowers hereby jointly and severally agree to reimburse or pay to the Agent, Issuing Lender for the account amount of the applicable Letter of Credit Bank or, with respect to each Letter of Credit issued, extended or renewed by such Letter of Credit Bank hereunder, (a) except as otherwise expressly provided in Section 4.2(b) such draft so paid and (c), on each date that any draft presented under such Letter of Credit is honored by any Letter of Credit Bank, or any Letter of Credit Bank otherwise makes a payment with respect thereto, (ib) the amount paid by such Letter of Credit Bank under or with respect to such Letter of Credit, and (ii) the amount of any taxes, fees, charges or other costs and or expenses whatsoever incurred by such Letter of Credit Bank the Issuing Lender in connection with any payment made by such Letter of Credit Bank under, or with respect to, such Letter 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 payment. Except as otherwise agreed by the Agent for the benefit of the Letter of Credit Banks, the Banks Borrowers and the Agent as cash collateral for all Reimbursement ObligationsIssuing Bank, and (c) upon the termination of the Total Commitment, or the acceleration of the Reimbursement Obligations with respect to all Letters of Credit in accordance with Section 13, an amount equal to the then Maximum Drawing Amount on all Letters of Credit, which amount shall be held by the Agent for the benefit of the Letter of Credit Banks, Banks and the Agent as cash collateral for all Reimbursement Obligations. 48 -40- Each each such payment shall be made to the Agent Issuing Lender at its address for notices specified herein in the account of currency in which the applicable relevant Letter of Credit Bank at the Agent's Head Office was issued in immediately available funds. Interest shall be payable on any and all amounts remaining unpaid by the Borrowers under this Section 4.2 at any time from the date such amounts become due and payable (whether as at stated in this Section 4.2maturity, by acceleration or otherwise) until payment in full at the rate set forth in Section 2.15(c); provided that if the Issuing Lender does not notify the Borrowers as provided for by 11:00 A.M. (whether before Houston, Texas 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 at the rate set forth in Section 2.15(a) or after judgment) shall be payable to the applicable 2.15(b), as applicable. Each drawing under any Letter of Credit Bank on demand at shall (unless an event of the rate type described in clause (i) or (ii) of Section 8(f) shall have occurred and be continuing with respect to the Borrowers, in which case the procedures specified in Section 5.11 3.4 for overdue principal on funding by L/C Participants shall apply) constitute a request by the Borrowers to the Administrative Agent for a borrowing pursuant to Section 2.5 (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. The Borrowing Date with respect to such borrowing shall be the date of such drawing.

Reimbursement Obligation of the Borrowers. In order to induce (i) Upon receipt from the Letter beneficiary of Credit Banks to issue, extend and renew each Letter of Credit and the Banks to participate therein, the Borrowers hereby jointly and severally agree to reimburse or pay to the Agent, for the account of the applicable Letter of Credit Bank or, with respect to each Letter of Credit issued, extended or renewed by such Letter of Credit Bank hereunder, (a) except as otherwise expressly provided in Section 4.2(b) and (c), on each date that any draft presented under such Letter of Credit is honored by any Letter of Credit Bank, or of any Letter notice of Credit Bank otherwise makes a payment with respect thereto, (i) the amount paid by such Letter of Credit Bank drawing under or with respect to such Letter of Credit, the Issuing Bank shall notify the Parent Borrower and the Administrative Agent thereof. Each Borrower hereby agrees to reimburse the Issuing Bank (iithrough the Administrative Agent) upon receipt by the Parent Borrower of notice from the Issuing Bank of the date and amount of a draft presented under any Letter of Credit issued on its behalf and paid by the Issuing Bank, for the amount of such draft so paid and any taxes, fees, charges or other costs and or expenses whatsoever reasonably incurred by such Letter of Credit the Issuing Bank in connection with any payment made by such Letter of Credit Bank under, or with respect to, such Letter 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 Agent for the benefit of the Letter of Credit Banks, the Banks and the Agent as cash collateral for all Reimbursement Obligations, and (c) upon the termination of the Total Commitment, or the acceleration of the Reimbursement Obligations with respect to all Letters of Credit in accordance with Section 13, an amount equal to the then Maximum Drawing Amount on all Letters of Credit, which amount shall be held by the Agent for the benefit of the Letter of Credit Banks, Banks and the Agent as cash collateral for all Reimbursement Obligationspayment. 48 -40- 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 any L/C Designated Foreign Currency, in the event that such payment is not made to the Issuing Bank within three Business Days of the date of receipt by the Parent Borrower of such notice, upon notice by the Issuing Bank to the Parent 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 Agent's Head Office Spot Rate of Exchange on such date) and in immediately available funds, on the date on which the Parent Borrower receives such notice, if received prior to 11:00 A.M., New York City time, on a Business Day and otherwise on the next succeeding Business Day. Any conversion by the Issuing Bank of any payment to be made in respect of any Letter of Credit denominated in any L/C Designated Foreign Currency into Dollars in accordance with this subsection 2.6(e)(i) shall be conclusive and binding upon the applicable Borrower and the Lenders in the absence of manifest error; provided that upon the request of the Parent Borrower or any Lender, the Issuing Bank shall provide to the Parent Borrower or such Lender a certificate including reasonably detailed information as to the calculation of such conversion. (ii) Interest shall be payable on any and all amounts remaining unpaid (taking the Dollar Equivalent of any amounts denominated in any L/C Designated Foreign Currency, as determined by the Borrowers Administrative Agent) by the applicable Borrower (or by the Parent Borrower on behalf of the applicable Borrower) under this Section 4.2 at any time subsection 2.6(e)(ii) from the date the draft presented under the affected Letter of Credit is paid to the date on which the applicable Borrower is required to pay such amounts become due pursuant to paragraph (i) above at the rate which would then be payable on any outstanding ABR Loans that are Revolving Loans and payable (whether as stated in this Section 4.2, by acceleration or otherwisey) thereafter until payment in full (whether before or after judgment) shall be payable to the applicable Letter of Credit Bank on demand at the rate specified in Section 5.11 for overdue principal which would be payable on the Loansany outstanding ABR Loans that are Revolving Loans which were then overdue.

Reimbursement Obligation of the Borrowers. In order to induce the Letter of Credit Banks each Issuing Bank to issue, extend and renew each Letter of Credit and the Banks Lenders to participate therein, the Borrowers hereby jointly and severally agree to reimburse or pay to the Administrative Agent, for the account of the applicable Letter of Credit Issuing Bank oror (as the case may be) the Lenders, with respect to each Letter of Credit issued, extended or renewed by such Letter the Issuing Bank hereunder at the request of Credit Bank hereunder,any Borrower: (ai) except as otherwise expressly provided in Section 4.2(b§4.2(ii) and (c)iii) or §4.3, on each the Business Day next following the date that any draft presented under such Letter of Credit is honored by any Letter of Credit the applicable Issuing Bank, or any Letter of Credit the applicable Issuing Bank otherwise makes a payment with respect thereto, (iA) the amount paid by such Letter of Credit Issuing Bank under or with respect to such Letter of Credit, (B) interest thereon at a rate per annum equal to the Base Rate plus the Applicable Margin with respect to Base Rate Loans as in effect from time to time, and (iiC) the amount of any taxes, fees, charges or other costs and expenses whatsoever incurred by such Letter of Credit the applicable Issuing Bank or any Lender in connection with any payment made by such Letter of Credit the Issuing Bank or any Lender under, or with respect to, such Letter of Credit, (bii) upon the reduction (but not termination) of the lesser of (x) the Total Commitment or (y) the Aggregate Borrowing Base to an amount less than the Maximum Drawing Amount, an the amount equal to 103% of such difference, which amount shall be held by the Administrative Agent for the benefit of the Letter of Credit Banks, the Lenders and Issuing Banks and the Agent as cash collateral Cash Collateral for all Reimbursement Obligations, and (ciii) upon the termination of the Total Commitment, or the acceleration of the Reimbursement Obligations with respect to all Letters of Credit in accordance with Section §13, an amount equal to 103% of the then Maximum Drawing Amount on all Letters of Credit, which amount shall be held by the Administrative Agent for the benefit of the Letter of Credit Banks, Lenders and Issuing Banks and the Agent entitled to such amounts as cash collateral Cash Collateral for all Reimbursement Obligations. 48 -40- Each such payment shall be made by the applicable Borrower(s) to the Administrative Agent for the account of the applicable Letter of Credit Bank at the Administrative Agent's Head ’s Office in immediately available funds. Interest Except as otherwise provided in §4.3 with respect to Unpaid Reimbursement Obligations which are converted to Revolving Credit Loans, interest on any and all amounts remaining unpaid by the Borrowers under this Section §4.2 at any time from the date such amounts become due and payable (whether as stated in this Section §4.2, by acceleration or otherwise) until payment in full (whether before or after judgment) shall be payable to the applicable Letter of Credit Bank Administrative Agent on demand at the rate specified in Section §5.11 for overdue principal on the Loans.

Reimbursement Obligation of the Borrowers. In order (a) The U.S. Borrower agrees to induce reimburse the Letter U.S. Issuing Lender, within one Business Day of Credit Banks to issue, extend the date on which the U.S. Issuing Lender notifies Cedar Fair LP of the date and renew each amount of a draft presented under any U.S. Letter of Credit and paid by the Banks to participate therein, U.S. Issuing Lender in substantial conformity with the Borrowers hereby jointly and severally agree to reimburse or pay to terms of such U.S. Letter of Credit (as determined by the AgentU.S. Issuing Lender in its reasonable discretion), for the account amount of the applicable Letter of Credit Bank or, with respect to each Letter of Credit issued, extended or renewed by such Letter of Credit Bank hereunder, (a) except as otherwise expressly provided in Section 4.2(b) such draft so paid and (c), on each date that any draft presented under such Letter of Credit is honored by any Letter of Credit Bank, or any Letter of Credit Bank otherwise makes a payment with respect thereto, (ib) the amount paid by such Letter of Credit Bank under or with respect to such Letter of Credit, and (ii) the amount of any taxes, fees, charges or other costs and or expenses whatsoever incurred by such Letter of Credit Bank the U.S. Issuing Lender in connection with any such payment made by such Letter of Credit Bank under, or with respect to, such Letter of Credit, (the amounts described in the foregoing clauses (a) and (b) upon the reduction (but not termination) in respect of the Total Commitment to an amount less than the Maximum Drawing Amountany drawing, an amount equal to such difference, which amount shall be held by the Agent for the benefit of the Letter of Credit Bankscollectively, the Banks and the Agent as cash collateral for all Reimbursement Obligations, and (c) upon the termination of the Total Commitment, or the acceleration of the Reimbursement Obligations with respect to all Letters of Credit in accordance with Section 13, an amount equal to the then Maximum Drawing Amount on all Letters of Credit, which amount shall be held by the Agent for the benefit of the Letter of Credit Banks, Banks and the Agent as cash collateral for all Reimbursement Obligations“Payment Amount”). 48 -40- Each such payment shall be made to the Agent U.S. Issuing Lender at its address for the account of the applicable Letter of Credit Bank at the Agent's Head Office notices specified herein in Dollars and in immediately available funds. Interest shall be payable on any and all amounts remaining unpaid by the Borrowers under this Section 4.2 at any time Payment Amount from the date such amounts become due and payable (whether as stated in this Section 4.2, by acceleration or otherwise) of the applicable drawing until payment in full at the rate set forth in (whether before i) until the second Business Day following the date of the applicable drawing, Section 4.5 (b) and (ii) thereafter, Section 4.5(f). Each drawing under any U.S. Letter of Credit shall (unless an event of the type described in clause (i) or after judgment(ii) of Section 9(f) shall have occurred and be continuing with respect to the U.S. Borrower, in which case the procedures specified in Section 3.10 for funding by U.S. L/C Participants shall apply) constitute a request by the U.S. Borrower to the Administrative Agent for a borrowing pursuant to Section 3.2(a) of Base Rate Loans (or, at the option of the Administrative Agent and the U.S. Swing Line Lender in their sole discretion, a borrowing pursuant to Section 3.4(a) of U.S. Swing Line Loans) in the amount of such drawing. The Borrowing Date with respect to such borrowing shall be the first date on which a borrowing of U.S. Revolving Loans (or, if applicable, U.S. Swing Line Loans) could be made, pursuant to Section 3.2(a) (or, if applicable, Section 3.4(a)), if the Administrative Agent had received a notice of such borrowing at the time the Administrative Agent receives notice from the U.S. Issuing Lender of such drawing under such U.S. Letter of Credit. All payments due from the U.S. Borrower hereunder in respect of U.S. Letters of Credit (and U.S. Reimbursement Obligations in connection therewith) shall be payable made in Dollars. (b) The Canadian Borrower agrees to reimburse the applicable Canadian Issuing Lender, within one Business Day of the date on which the Canadian Issuing Lender notifies the Canadian Borrower of the date and amount of a draft presented under any Canadian Letter of Credit Bank and paid by the Canadian Issuing Lender in substantial conformity with the terms of such Canadian Letter of Credit (as determined by the Canadian Issuing Lender in its reasonable discretion), for the amount of (a) such draft so paid and (b) any taxes, fees, charges or other costs or expenses incurred by the Canadian Issuing Lender in connection with such payment (the amounts described in the foregoing clauses (a) and (b) in respect of any drawing, collectively, the “Canadian Payment Amount”). Each such payment shall be made to the Canadian Issuing Lender at its address for notices specified herein in Canadian Dollars or Dollars, as applicable (as determined in accordance with the currency of such Canadian Letter of Credit), and in immediately available funds. Interest shall be payable on demand the amount of each Canadian 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 4.5(d) and (ii) thereafter, Section 4.5(f). Each drawing under any Canadian Letter of Credit shall (unless an event of the type described in clause (i) or (ii) of Section 9(f) shall have occurred and be continuing with respect to the Canadian Borrower, in which case the procedures specified in Section 5.11 3.10 for overdue principal funding by L/C Participants shall apply) constitute a request by the Canadian Borrower to the Canadian Administrative Agent for a borrowing pursuant to Section 3.2(b) of Canadian Prime Rate Loans (or, at the option of the Canadian Administrative Agent and the Canadian Swing Line Lender in their sole discretion, a borrowing pursuant to Section 3.4(f) of Canadian Swing Line Loans) or Base Rate Loans, as applicable, in the amount of such drawing. The Borrowing Date with respect to such borrowing shall be the first date on which a borrowing of Canadian Revolving Loans (or, if applicable, Canadian Swing Line Loans) could be made, pursuant to Section 3.2(b) (or, if applicable, Section 3.4(f)), if the Canadian Administrative Agent had received a notice of such borrowing at the time the Canadian Administrative Agent received notice from the Canadian Issuing Lender of such drawing under such Canadian Letter of Credit. All payments due from the Canadian Borrower hereunder in respect of Canadian Letters of Credit (and Canadian Reimbursement Obligations in connection therewith) shall be made in Canadian Dollars or Dollars, as applicable (as determined in accordance with the currency of such Letter of Credit). (c) Each Borrower agrees to reimburse the Replacement Issuing Lender under any Replacement Revolving Facility of such Borrower, within one Business Day of the date on which such Replacement Issuing Lender notifies such Borrower of the date and amount of a draft presented under any Replacement Letter of Credit under such Replacement Revolving Facility and paid by such Replacement Issuing Lender in substantial conformity with the terms of such Replacement Letter of Credit (as determined by such Replacement Issuing Lender in its reasonable discretion), for the amount of (a) such draft so paid and (b) any taxes, fees, charges or other costs or expenses incurred by the Canadian Issuing Lender in connection with such payment (the amounts described in the foregoing clauses (a) and (b) in respect of any drawing, collectively, the “Replacement Payment Amount”). Each such payment shall be made to such Replacement Issuing Lender at its address for notices specified herein in the currency in which such Replacement Letter of Credit was denominated, and in immediately available funds. Interest shall be payable on the amount of each Replacement 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 4.5(d) and (ii) thereafter, Section 4.5(f). Each drawing under any Replacement Letter of Credit shall (unless an event of the type described in clause (i) or (ii) of Section 9(f) shall have occurred and be continuing with respect to the Borrower under such Replacement Revolving Facility, in which case the procedures specified in Section 3.10 for funding by Replacement L/C Participants shall apply) constitute a request by such Borrower to the Administrative Agent (in the case of a Replacement Letter of Credit under a Replacement Revolving Facility of the U.S. Borrower) or Canadian Administrative Agent (in the case of a Replacement Letter of Credit under a Replacement Revolving Facility of the Canadian Borrower) for a borrowing pursuant to Section 3.2 of (i) in the case of a drawing in Canadian Dollars, Canadian Prime Rate Loans (or, at the option of the Canadian Administrative Agent and the Replacement Swing Line Lender under such Replacement Revolving Facility in their sole discretion, a borrowing pursuant to Section 3.4 of Replacement Swing Line Loans under such Replacement Revolving Facility) or (ii) in the case of a drawing in Dollars, Base Rate Loans, in each case, in the amount of such drawing. The Borrowing Date with respect to such borrowing shall be the first date on which a borrowing of Replacement Revolving Loans (or, if applicable, Replacement Swing Line Loans) under such Replacement Revolving Facility could be made, pursuant to Section 3.2 (or, if applicable, Section 3.4), if the Administrative Agent (in the case of a Replacement Letter of Credit under a Replacement Revolving Facility of the U.S. Borrower) or Canadian Administrative Agent (in the case of a Replacement Letter of Credit under a Replacement Revolving Facility of the Canadian Borrower) had received a notice of such borrowing at the time the Administrative Agent or Canadian Administrative Agent, as applicable, received notice from such Replacement Issuing Lender of such drawing under such Replacement Letter of Credit. All payments due from the any Borrower hereunder in respect of Replacement Letters of Credit (and Replacement Reimbursement Obligations in connection therewith) shall be made in Canadian Dollars or Dollars, as applicable (as determined in accordance with the currency of such Replacement Letter of Credit).

Reimbursement Obligation of the Borrowers. In order Each Borrower agrees to induce reimburse the Issuing Lender, on each date on which the Issuing Lender notifies such Borrower of the date and amount of a draft presented under any Letter of Credit Banks to issue, extend and renew each Letter of Credit and the Banks to participate therein, the Borrowers hereby jointly and severally agree to reimburse or pay to the Agent, issued for the account of such Borrower and paid by the applicable Letter Issuing Lender, for the amount of Credit Bank or, with respect to each Letter of Credit issued, extended or renewed by such Letter of Credit Bank hereunder, (a) except as otherwise expressly provided in Section 4.2(b) such draft so paid and (c), on each date that any draft presented under such Letter of Credit is honored by any Letter of Credit Bank, or any Letter of Credit Bank otherwise makes a payment with respect thereto, (ib) the amount paid by such Letter of Credit Bank under or with respect to such Letter of Credit, and (ii) the amount of any taxes, fees, charges or other costs and or expenses whatsoever incurred by such Letter of Credit Bank the Issuing Lender in connection with any such payment made by such Letter of Credit Bank under, or with respect to, such Letter of Credit, (the amounts described in the foregoing clauses (a) and (b) upon the reduction (but not termination) in respect of the Total Commitment to an amount less than the Maximum Drawing Amountany drawing, an amount equal to such difference, which amount shall be held by the Agent for the benefit of the Letter of Credit Bankscollectively, the Banks and the Agent as cash collateral for all Reimbursement Obligations, and (c) upon the termination of the Total Commitment, or the acceleration of the Reimbursement Obligations with respect to all Letters of Credit in accordance with Section 13, an amount equal to the then Maximum Drawing Amount on all Letters of Credit, which amount shall be held by the Agent for the benefit of the Letter of Credit Banks, Banks and the Agent as cash collateral for all Reimbursement Obligations"Payment Amount"). 48 -40- Each such payment shall be made to the Agent Issuing Lender at its address for the account of the applicable Letter of Credit Bank at the Agent's Head Office notices specified herein in Dollars and in immediately available funds. Interest shall be payable on any and all amounts remaining unpaid by the Borrowers under this Section 4.2 at any time each Payment Amount from the date such amounts become due and payable (whether as stated in this Section 4.2, by acceleration or otherwise) of the applicable drawing until payment in full at the rate set forth in (whether before or after judgmenti) until the second Business Day following the date of the applicable drawing, Section 2.15(b) and (ii) thereafter, Section 2.15(c), provided that no amount payable in respect of clause (b) of the preceding sentence shall be due and payable to the applicable Issuing Lender until the relevant Borrower is notified in writing of the incurrence of such payment. Each drawing under any Letter of Credit Bank on demand at shall (unless an event of the rate type described in clause (i) or (ii) of Section 8(f) shall have occurred and be continuing with respect to any Borrower, in which case the procedures specified in Section 5.11 3.4 for overdue principal funding by L/C Participants shall apply) constitute a request by the relevant Borrower to 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. The Borrowing Date with respect to such borrowing shall be the first date on which a borrowing of Revolving Credit Loans (or, if applicable, Swing Line Loans) could be made, pursuant to Section 2.5 (or, if applicable, Section 2.7), if the LoansAdministrative Agent had received a notice of such borrowing at the time the Administrative Agent receives notice from the Issuing Lender of such drawing under such Letter of Credit.

Reimbursement Obligation of the Borrowers. In order to induce the Letter of Credit Banks Agent to issue, extend and renew each Letter of Credit and the Banks Lenders to participate therein, each of the Borrowers hereby jointly and severally agree agrees to reimburse or pay to the Agent, for the account of the applicable Letter of Credit Bank orAgent or (as the case may be) the Lenders, with respect to each Letter of Credit issued, extended or renewed by such Letter of Credit Bank the Agent hereunder, (a) except as otherwise expressly provided in Section 4.2(b) and (c), on no later than the Business Day following each date that any draft presented under such Letter of Credit is honored by any Letter the Agent (or, if later, one day after the Agent has notified the Borrowers of Credit Bankits intention to honor such draft), or any Letter of Credit Bank the Agent otherwise makes a payment with respect thereto, (i) the amount paid by such Letter of Credit Bank the Agent under or with respect to such Letter of Credit, and (ii) the amount of any taxes, fees, charges or other reasonable costs and expenses whatsoever incurred by such Letter of Credit Bank the Agent or any Lender in connection with any payment made by such Letter of Credit Bank the Agent or any Lender under, or with respect to, such Letter 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 Agent for the benefit of the Letter of Credit Banks, the Banks Lenders and the Agent as cash collateral for all Reimbursement Obligations, and (c) upon the termination of the Total Commitment, or the acceleration of the Reimbursement Obligations with respect to all Letters of Credit in accordance with Section 13, an amount equal to the then Maximum Drawing Amount on all Letters of Credit, which amount shall be held by the Agent for the benefit of the Letter of Credit Banks, Banks Lenders and the Agent as cash collateral for all Reimbursement Obligations. 48 -40- Each such payment shall be made to the Agent for the account of the applicable Letter of Credit Bank at the Agent's Head Office in immediately available funds. Interest on any and all amounts remaining unpaid by 39 -33- the Borrowers under this Section 4.2 at any time from the date such amounts become due and payable (whether as stated in this Section 4.2, by acceleration or otherwise) until payment in full (whether before or after judgment) shall be payable to the applicable Letter of Credit Bank Agent on demand at the rate specified in Section 5.11 for overdue principal on the Loans.

Reimbursement Obligation of the Borrowers. In order (a) The Borrowers agree to induce reimburse, jointly and severally, the Letter of Credit Banks to issue, extend and renew each Issuing Lender on the same Business Day on which a draft is presented under any Letter of Credit and paid by the Banks Issuing Lender, PROVIDED that the Issuing Lender provides notice to participate therein, the Borrowers hereby jointly prior to 12:00 Noon, New York City time, on such Business Day and severally agree otherwise the Borrowers will reimburse the Issuing Lender on the next succeeding Business Day; PROVIDED, FURTHER, that the failure to provide such notice shall not affect the Borrowers' absolute and unconditional obligation to reimburse or pay to the Agent, Issuing Lender for the account of the applicable Letter of Credit Bank or, with respect to each Letter of Credit issued, extended or renewed by such Letter of Credit Bank hereunder, (a) except as otherwise expressly provided in Section 4.2(b) and (c), on each date that any draft presented paid under such Letter of Credit is honored by any Letter of Credit Bank, or any Letter Credit. The Issuing Lender shall provide notice to the Borrowers on such Business Day as a draft is presented and paid by the Issuing Lender indicating the amount of Credit Bank otherwise makes a payment with respect thereto, (i) the amount such draft so paid by such Letter of Credit Bank under or with respect to such Letter of Credit, and (ii) the amount of any taxes, fees, charges or other costs and or expenses whatsoever incurred by such Letter of Credit Bank the Issuing Lender in connection with any payment made by such Letter of Credit Bank under, or with respect to, such Letter 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 Agent for the benefit of the Letter of Credit Banks, the Banks and the Agent as cash collateral for all Reimbursement Obligations, and (c) upon the termination of the Total Commitment, or the acceleration of the Reimbursement Obligations with respect to all Letters of Credit in accordance with Section 13, an amount equal to the then Maximum Drawing Amount on all Letters of Credit, which amount shall be held by the Agent for the benefit of the Letter of Credit Banks, Banks and the Agent as cash collateral for all Reimbursement Obligationspayment. 48 -40- Each such payment shall be made to the Agent Issuing Lender at its address for the account notices specified herein in lawful money of the applicable Letter United States of Credit Bank at the Agent's Head Office America and in immediately available funds. . (b) Interest shall be payable on any and all amounts remaining unpaid by the Borrowers under this Section 4.2 at any time subsection from the date such amounts become due and payable (whether as at stated in this Section 4.2maturity, by acceleration or otherwise) until payment in full (whether before or after judgment) shall at the rate which would be payable to the applicable on any outstanding Revolving Credit Loans that are ABR Loans which were then overdue. (c) Each drawing under any Letter of Credit Bank on demand at shall constitute a request by the rate specified in Section 5.11 Borrowers to the Administrative Agent for overdue principal on the Loans.a borrowing pursuant to subsection 2.3 of

Reimbursement Obligation of the Borrowers. In order Each Borrower agrees ----------------------------------------- to induce reimburse the Issuing Lender on each date on which the Issuing Lender notifies such Borrower of the date and amount of a draft presented under any Letter of Credit Banks to issue, extend and renew each Letter of Credit and the Banks to participate therein, the Borrowers hereby jointly and severally agree to reimburse or pay to the Agent, issued for the account of such Borrower and paid by the applicable Letter Issuing Lender for the amount of Credit Bank or, with respect to each Letter of Credit issued, extended or renewed by such Letter of Credit Bank hereunder, (a) except as otherwise expressly provided in Section 4.2(b) such draft so paid and (c), on each date that any draft presented under such Letter of Credit is honored by any Letter of Credit Bank, or any Letter of Credit Bank otherwise makes a payment with respect thereto, (ib) the amount paid by such Letter of Credit Bank under or with respect to such Letter of Credit, and (ii) the amount of any taxes, fees, charges or other costs and or expenses whatsoever incurred by such Letter of Credit Bank the Issuing Lender in connection with any payment made by such Letter of Credit Bank under, or with respect to, such Letter 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 Agent for the benefit of the Letter of Credit Banks, the Banks and the Agent as cash collateral for all Reimbursement Obligations, and (c) upon the termination of the Total Commitment, or the acceleration of the Reimbursement Obligations with respect to all Letters of Credit in accordance with Section 13, an amount equal to the then Maximum Drawing Amount on all Letters of Credit, which amount shall be held by the Agent for the benefit of the Letter of Credit Banks, Banks and the Agent as cash collateral for all Reimbursement Obligationspayment. 48 -40- Each such payment shall be made to the Agent Issuing Lender at its address for the account notices specified herein in lawful money of the applicable Letter United States of Credit Bank at the Agent's Head Office America and in immediately available funds. Interest shall be payable on any and all amounts remaining unpaid by the Borrowers under this Section 4.2 at any time from the date such amounts become due and payable (whether as at stated in this Section 4.2maturity, by acceleration or otherwise) until payment in full (whether before or after judgment) shall be payable to at the applicable rate set forth in Section 2.14(c). Each drawing under any Letter of Credit Bank on demand at shall (unless an event of the rate type described in clause (i) or (ii) of Section 8(f) shall have occurred and be continuing with respect to either of the Borrowers, in which case the procedures specified in Section 5.11 3.4 for overdue principal on funding by L/C Participants shall apply) constitute a request by the relevant Borrower to the Administrative Agent for a borrowing pursuant to Section 2.5 of ABR Loans (or, at the option of each of the Administrative Agent and the Swing Line Lender in its respective sole discretion, a borrowing pursuant to Section 2.7 of Swing Line 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 Borrowers. In order to induce the Letter of Credit Banks to issue, extend and renew each Letter of Credit and the Banks to participate therein, the Borrowers hereby jointly and severally agree Each Borrower agrees to reimburse or pay to each Issuing Lender, on the Agent, for the account next Business Day after each date on which such Issuing Lender notifies such Borrower of the applicable Letter date and amount of Credit Bank or, with respect to each Letter of Credit issued, extended or renewed by such Letter of Credit Bank hereunder, (a) except as otherwise expressly provided in Section 4.2(b) and (c), on each date that any a draft presented under such Letter of Credit is honored by any Letter of Credit Bank, or any Letter of Credit Bank otherwise makes a payment with respect thereto, (i) the amount issued for such Borrower's account and paid by such Letter of Credit Bank under or with respect to such Letter of CreditIssuing Lender, and (ii) for the amount of (a) such draft so paid and (b) any taxes, fees, charges or other costs and or expenses whatsoever incurred by such Letter of Credit Bank Issuing Lender in connection with any such payment made by such Letter of Credit Bank under, or with respect to, such Letter of Credit, (the amounts described in the foregoing clauses (a) and (b) upon the reduction (but not termination) in respect of the Total Commitment to an amount less than the Maximum Drawing Amountany drawing, an amount equal to such difference, which amount shall be held by the Agent for the benefit of the Letter of Credit Bankscollectively, the Banks and the Agent as cash collateral for all Reimbursement Obligations, and (c) upon the termination of the Total Commitment, or the acceleration of the Reimbursement Obligations with respect to all Letters of Credit in accordance with Section 13, an amount equal to the then Maximum Drawing Amount on all Letters of Credit, which amount shall be held by the Agent for the benefit of the Letter of Credit Banks, Banks and the Agent as cash collateral for all Reimbursement Obligations"PAYMENT AMOUNT"). 48 -40- Each such payment shall be made to the Agent such Issuing Lender at its address for the account notices specified herein in lawful money of the applicable Letter United States of Credit Bank at the Agent's Head Office America and in immediately available funds. Interest shall be payable on any and all amounts remaining unpaid by the Borrowers under this Section 4.2 at any time each Payment Amount from the date such amounts become due and payable (whether as stated in this Section 4.2, by acceleration or otherwise) of the applicable drawing until payment in full at the rate set forth in (whether before or after judgmenti) shall be payable to 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 Letter of Credit Bank on demand at issued for either Borrower's account shall (unless an event of the rate type described in clause (i) or (ii) of Section 8(f) shall have occurred and be continuing with respect to such Borrower, in which case the procedures specified in Section 5.11 3.4 for overdue principal funding by L/C Participants shall apply) constitute a request by such Borrower to the Administrative Agent for a borrowing pursuant to Section 2.5 of Base Rate Loans (or, in the case of the Primary Borrower, 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. The Borrowing Date with respect to such borrowing shall be the first date on which a borrowing of Revolving Credit Loans (or, if applicable, Swing Line Loans) could be made, pursuant to Section 2.5 (or, if applicable, Section 2.7), if the LoansAdministrative Agent had received a notice of such borrowing at the time the Administrative Agent receives notice from the relevant Issuing Lender of such drawing under such Letter of Credit.

Reimbursement Obligation of the Borrowers. In order to induce the Letter of Credit Banks Issuing Lender to issue, issue and extend and renew each Letter of Credit and the Banks Revolving Credit Lenders to participate therein, the Borrowers hereby jointly and severally agree to reimburse or pay to the Administrative Agent, for the account of the applicable Letter of Credit Bank orIssuing Lender, with respect to each Letter of Credit issued, issued or extended or renewed by such Letter of Credit Bank the Issuing Lender hereunder,: (a) except as otherwise expressly provided in Section 4.2(b§3.2(b) and (c), on each date that any draft presented under such any Letter of Credit is honored by any Letter of Credit Bankthe Issuing Lender, or any Letter of Credit Bank the Issuing Lender otherwise makes a payment with respect thereto, (i) the amount paid by such Letter of Credit Bank the Issuing Lender under or with respect to such Letter of Credit, and (ii) the amount of any taxes, fees, charges or other costs and expenses whatsoever incurred by such Letter of the Issuing Lender or any Revolving Credit Bank Lender in connection with any payment made by such Letter of the Issuing Lender or any Revolving Credit Bank Lender under, or with respect to, such Letter of Credit,; provided however, if the Borrowers do not reimburse the Administrative Agent on the Drawdown Date, such amount shall, provided that no Event of Default under §§13.1(h) or 13.1(i) has occurred, become automatically a Revolving Credit Loan which is a Base Rate Loan advanced hereunder in an amount equal to such sum; and (b) upon the reduction (but not termination) of the Total Revolving Credit Commitment to an amount less than the Maximum Drawing Amount, an amount equal to such difference, which amount shall be held by the Administrative Agent for the benefit of the Letter of Revolving Credit Banks, the Banks Lenders and the Agent Issuing Lender as cash collateral for all Reimbursement Obligations, ; and (c) upon the Revolving Credit Maturity Date, or upon the termination of the Total Revolving Credit Commitment, or the acceleration of the Reimbursement Obligations with respect to all Letters of Credit in accordance with Section §13, an amount equal to the then Maximum Drawing Amount on of all Letters of Credit, which amount shall be held by the Administrative Agent for the benefit of the Letter of Credit Banks, Banks and the Agent Issuing Lender as cash collateral for all Reimbursement Obligations. 48 -40- Each such payment shall be made to the Administrative Agent for the account of the applicable Letter of Credit Bank at the Administrative Agent's Head ’s Office in immediately available funds. Interest on any and all amounts remaining unpaid by the Borrowers under this Section 4.2 §3.2 at any time from the date such amounts become due and payable (whether as stated in this Section 4.2§3.2, by acceleration or otherwise) until payment in full (whether before or after judgment) shall be payable to the applicable Letter of Credit Bank Administrative Agent on demand at the rate specified in Section 5.11 §5.6 for overdue principal on the Loans.

Reimbursement Obligation of the Borrowers. In order Each Borrower agrees to induce ----------------------------------------- reimburse each relevant Issuing Lender on each date on which such Issuing Lender notifies such Borrower of the date and amount of a draft presented under any Letter of Credit Banks to issue, extend and renew each Letter of Credit and the Banks to participate therein, the Borrowers hereby jointly and severally agree to reimburse or pay to the Agent, issue for the account of the applicable Letter of Credit Bank or, with respect to each Letter of Credit issued, extended or renewed such Borrower and paid by such Letter Issuing Lender for the amount of Credit Bank hereunder, (a) except as otherwise expressly provided in Section 4.2(b) such draft so paid and (c), on each date that any draft presented under such Letter of Credit is honored by any Letter of Credit Bank, or any Letter of Credit Bank otherwise makes a payment with respect thereto, (ib) the amount paid by such Letter of Credit Bank under or with respect to such Letter of Credit, and (ii) the amount of any taxes, fees, charges or other costs and or expenses whatsoever incurred by such Issuing Lender in connection with such payment (the amounts described in the foregoing clauses (a) and (b) in respect of any drawing, collectively, the "Payment Amount "). Each such payment -------------- shall be made to such Issuing Lender at its address for notices specified herein in the currency in which such amount is owing 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 7.1(b) (in the case of amounts outstanding in U.S. Dollars) in Section 7.1(c) (in the case of amounts outstanding in Canadian Dollars) and (ii) thereafter, Section 7.1(e). Each drawing under any Letter of Credit Bank shall (unless an event of the type described in connection with any payment made by such Letter clause (i) or (ii) of Credit Bank under, or Section 13(f) shall have occurred and be continuing with respect toto the Borrower, in which case the procedures specified in Section 6.4 for funding by L/C Participants shall apply) constitute a request by the relevant Borrower to the relevant Administrative Agent for (x) in the case of a drawing in U.S. Dollars, a borrowing pursuant to Section 2.5 of U.S. Base Rate Loans (or, at the option of the General 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 or (y), in the case of a drawing in Canadian Dollars, a borrowing pursuant to Section 5.1 of Canadian Prime Rate Loans in the amount of such drawing. The Borrowing Date with respect to such borrowing shall be the first date on which a borrowing of U.S. Revolving Credit Loans, Canadian Revolving Credit Loans or applicable, Swing Line Loans, as the case may be, could be made, pursuant to Section 2.5, 5.2 or 2.7, as the case may be, if the relevant Administrative Agent had received a notice of such borrowing at the time such Administrative Agent receives notice from the relevant Issuing Lender of such drawing under such Letter 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 Agent for the benefit of the Letter of Credit Banks, the Banks and the Agent as cash collateral for all Reimbursement Obligations, and (c) upon the termination of the Total Commitment, or the acceleration of the Reimbursement Obligations with respect to all Letters of Credit in accordance with Section 13, an amount equal to the then Maximum Drawing Amount on all Letters of Credit, which amount shall be held by the Agent for the benefit of the Letter of Credit Banks, Banks and the Agent as cash collateral for all Reimbursement Obligations. 48 -40- Each such payment shall be made to the Agent for the account of the applicable Letter of Credit Bank at the Agent's Head Office in immediately available funds. Interest on any and all amounts remaining unpaid by the Borrowers under this Section 4.2 at any time from the date such amounts become due and payable (whether as stated in this Section 4.2, by acceleration or otherwise) until payment in full (whether before or after judgment) shall be payable to the applicable Letter of Credit Bank on demand at the rate specified in Section 5.11 for overdue principal on the Loans.

Reimbursement Obligation of the Borrowers. In order Each Borrower jointly and severally agrees to induce reimburse each Issuing Lender, on each date on which such Issuing Lender notifies the Letter Borrowers of Credit Banks to issue, extend the date and renew each amount of a draft presented under any Letter of Credit and the Banks to participate therein, the Borrowers hereby jointly and severally agree to reimburse or pay to the Agentpaid by such Issuing Lender, for the account amount of the applicable Letter of Credit Bank or, with respect to each Letter of Credit issued, extended or renewed by such Letter of Credit Bank hereunder, (a) except as otherwise expressly provided in Section 4.2(b) such draft so paid and (c), on each date that any draft presented under such Letter of Credit is honored by any Letter of Credit Bank, or any Letter of Credit Bank otherwise makes a payment with respect thereto, (ib) the amount paid by such Letter of Credit Bank under or with respect to such Letter of Credit, and (ii) the amount of any taxes, fees, charges or other costs and or expenses whatsoever incurred by such Letter of Credit Bank Issuing Lender in connection with any such payment made by such Letter of Credit Bank under, or with respect to, such Letter of Credit, (the amounts described in the foregoing clauses (a) and (b) upon the reduction (but not termination) in respect of the Total Commitment to an amount less than the Maximum Drawing Amountany drawing, an amount equal to such difference, which amount shall be held by the Agent for the benefit of the Letter of Credit Bankscollectively, the Banks and the Agent as cash collateral for all Reimbursement Obligations, and (c) upon the termination of the Total Commitment, or the acceleration of the Reimbursement Obligations with respect to all Letters of Credit in accordance with Section 13, an amount equal to the then Maximum Drawing Amount on all Letters of Credit, which amount shall be held by the Agent for the benefit of the Letter of Credit Banks, Banks and the Agent as cash collateral for all Reimbursement Obligations“Payment Amount”). 48 -40- Each such payment shall be made to the Agent such Issuing Lender at its address for the account notices specified herein in lawful money of the applicable Letter United States of Credit Bank at the Agent's Head Office America and in immediately available funds. Interest shall be payable on any and all amounts remaining unpaid by the Borrowers under this Section 4.2 at any time each Payment Amount from the date such amounts become due and payable (whether as stated in this Section 4.2, by acceleration or otherwise) of the applicable drawing until payment in full at the rate set forth in (whether before or after judgmenti) shall be payable to until the second Business Day following the date of the applicable drawing, Section 2.13(b) and (ii) thereafter, Section 2.13(c). Each drawing under any Letter of Credit Bank on demand at shall (unless an event of the rate type described in clause (i) or (ii) of Section 8(f) shall have occurred and be continuing with respect to the Borrowers, in which case the procedures specified in Section 5.11 3.4 for overdue principal funding by L/C Participants shall apply) constitute a request by the related Borrower to the Administrative Agent for a borrowing pursuant to Section 2.5 of Base Rate Loans in the amount of such drawing. The Borrowing Date with respect to such borrowing shall be the first date on which a borrowing of Revolving Credit Loans could be made, pursuant to Section 2.5, if the LoansAdministrative Agent had received a notice of such borrowing at the time the Administrative Agent receives notice from the relevant Issuing Lender of such drawing under such Letter of Credit.

Reimbursement Obligation of the Borrowers. In order to induce the event any payment is made under a Letter of Credit Banks to issue, extend and renew each Letter of Credit and the Banks to participate thereinCredit, the Issuing Lender or the Administrative Agent shall promptly notify the Borrowers hereby jointly and severally agree to reimburse or pay to the Agent, for the account of the applicable Letter amount of Credit Bank or, with respect to each Letter of Credit issued, extended or renewed by such Letter of Credit Bank hereunder, (a) except as otherwise expressly provided in Section 4.2(b) and (c), on each date that any the draft presented under such Letter of Credit is honored by any Letter of Credit Bank, or any Letter of Credit Bank otherwise makes a payment with respect thereto, (i) and the amount so paid by such Letter the Issuing Lender, and the Borrowers shall pay to the Issuing Lender of Credit Bank under or with respect to such any Letter of Credit, and (ii) or to the Administrative Agent for the benefit of such Issuing Lender, the amount of (a) such draft so paid and (b) any taxes, fees, charges or other costs and or expenses whatsoever incurred by such Issuing Lender in connection with such payment (the amounts described in the foregoing clauses (a) and (b) in respect of any drawing, collectively, the “Payment Amount”) no later than the first Business Day after the date on which the Borrowers receive notice from such Issuing Lender or from the Administrative Agent that payment has been made under such Letter of Credit Bank in connection with any payment made by or that such Letter of Credit Bank under, or with respect to, such Letter of Credit, Payment Amount is otherwise due (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 Agent for the benefit of the Letter of Credit Banks, the Banks and the Agent as cash collateral for all “L/C Reimbursement Obligations, and (c) upon the termination of the Total Commitment, or the acceleration of the Reimbursement Obligations with respect to all Letters of Credit in accordance with Section 13, an amount equal to the then Maximum Drawing Amount on all Letters of Credit, which amount shall be held by the Agent for the benefit of the Letter of Credit Banks, Banks and the Agent as cash collateral for all Reimbursement ObligationsDate”). 48 -40- Each such payment shall be made to such Issuing Lender at its address for notices provided by such Issuing Lender to the Administrative Agent for and the account Borrowers when such Issuing Lender becomes an "Issuing Lender" hereunder in lawful money of the applicable Letter United States of Credit Bank at the Agent's Head Office America and in immediately available funds. Interest shall be payable on any and all amounts remaining unpaid by the Borrowers under this Section 4.2 at any time each Payment Amount from the date such amounts become due and payable (whether as stated in this Section 4.2, by acceleration or otherwise) of the applicable drawing until payment in full at the rate set forth in (whether before or after judgmenti) shall be payable to until the applicable second Business Day following the L/C Reimbursement Date, Section 2.13(b) and (ii) thereafter, Section 2.13(c). Each drawing under any Letter of Credit Bank on demand at shall (unless an event of the rate type described in clause (i) or (ii) of Section 8(f) shall have occurred and be continuing with respect to the Borrowers, in which case the procedures specified in Section 5.11 3.4 for overdue principal funding by L/C Participants shall apply) constitute a request by the Borrowers to 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 2.24 of Swing Line Loans) in the amount of such drawing. The Borrowing Date with respect to such borrowing shall be the first date on which a borrowing of Revolving Credit Loans (or, if applicable, Swing Line Loans) could be made, pursuant to Section 2.5 (or, if applicable, Section 2.24), if the LoansAdministrative Agent had received a notice of such borrowing at the time the Administrative Agent receives notice from the relevant Issuing Lender of such drawing under such Letter of Credit.

Reimbursement Obligation of the Borrowers. In order to induce the Letter of Credit Banks to issue, extend and renew each Letter of Credit and the Banks to participate therein, the The Borrowers hereby jointly and severally agree to reimburse or pay to each Issuing Lender, by the Agentnext Business Day following the date on which such Issuing Lender notifies the Borrower of the date and amount of an L/C Disbursement made by such Issuing Lender, for the account amount of the applicable Letter of Credit Bank or, with respect to each Letter of Credit issued, extended or renewed by such Letter of Credit Bank hereunder, (a) except as otherwise expressly provided in Section 4.2(b) such L/C Disbursement and (c), on each date that any draft presented under such Letter of Credit is honored by any Letter of Credit Bank, or any Letter of Credit Bank otherwise makes a payment with respect thereto, (ib) the amount paid by such Letter of Credit Bank under or with respect to such Letter of Credit, and (ii) the amount of any taxes, fees, charges or other costs and or expenses whatsoever incurred by such Letter of Credit Bank Issuing Lender in connection with any payment made by such Letter of Credit Bank under, or with respect to, such Letter of Credit, L/C Disbursement (the amounts described in the foregoing clauses (a) and (b) upon the reduction (but not termination) in respect of the Total Commitment to an amount less than the Maximum Drawing Amountany drawing, an amount equal to such difference, which amount shall be held by the Agent for the benefit of the Letter of Credit Bankscollectively, the Banks and the Agent as cash collateral for all Reimbursement Obligations, and (c) upon the termination of the Total Commitment, or the acceleration of the Reimbursement Obligations with respect to all Letters of Credit in accordance with Section 13, an amount equal to the then Maximum Drawing Amount on all Letters of Credit, which amount shall be held by the Agent for the benefit of the Letter of Credit Banks, Banks and the Agent as cash collateral for all Reimbursement Obligations“Payment Amount”). 48 -40- Each such payment shall be made to the Agent such Issuing Lender at its address for the account notices specified herein in lawful money of the applicable Letter United States of Credit Bank at the Agent's Head Office America and in immediately available funds. Interest shall be payable on any and all amounts remaining unpaid by the Borrowers under this Section 4.2 at any time each Payment Amount from the date such amounts become due and payable (whether as stated in this Section 4.2, by acceleration or otherwise) of the applicable drawing until payment in full at the rate set forth in (whether before or i) until the second Business Day following the date of the applicable drawing, Section 2.13(b) and (ii)thereafter, Section 2.13(c). If any Borrower fails to so reimburse such Issuing Lender, (i) such Borrower shall be deemed to have requested a Borrowing pursuant to Section 2.05 of ABR Loans in the amount of such L/C Disbursement without regard to the minimum and multiples specified in Section 3.05 for the principal amount of ABR Loans, but subject to the unutilized portion of the Revolving Credit Commitments, the making of any such Borrowing to be subject to the conditions set forth in Section 1.01(a) (other than Section 5.02(a) and (c)); provided that if such conditions are not satisfied, the procedures specified in Section 3.04 for funding by L/C Participants shall apply and (ii) the Lenders under the Revolving Credit Facility (other than with respect to any draws on any Letters of Credit after judgmentthe fifth Business Day prior to the Revolving Credit Maturity Date) shall be payable irrevocably obligated to reimburse such Issuing Lender pro rata based upon the applicable Lenders’ respective Revolving Credit Commitments. The Borrowing Date with respect to such Borrowing shall be the first date on which a Borrowing of Revolving Credit Loans could be made, pursuant to Section 2.05, if the Administrative Agent had received a notice of such Borrowing at the time the Administrative Agent receives notice from the relevant Issuing Lender of such drawing under such Letter of Credit Bank on demand at the rate specified in Section 5.11 for overdue principal on the LoansCredit.

Reimbursement Obligation of the Borrowers. In order to induce the event any payment is made under a Letter of Credit Banks to issue, extend and renew each Letter of Credit and the Banks to participate thereinCredit, the Issuing Lender or the Administrative Agent shall promptly notify the Borrowers hereby jointly and severally agree to reimburse or pay to the Agent, for the account of the applicable Letter amount of Credit Bank or, with respect to each Letter of Credit issued, extended or renewed by such Letter of Credit Bank hereunder, (a) except as otherwise expressly provided in Section 4.2(b) and (c), on each date that any the draft presented under such Letter of Credit is honored by any Letter of Credit Bank, or any Letter of Credit Bank otherwise makes a payment with respect thereto, (i) and the amount so paid by such Letter the Issuing Lender, and the Borrowers shall pay to the Issuing Lender of Credit Bank under or with respect to such any Letter of Credit, and (ii) or to the Administrative Agent for the benefit of such Issuing Lender, the amount of (a) such draft so paid and (b) any taxes, fees, charges or other costs and or expenses whatsoever incurred by such Issuing Lender in connection with such payment (the amounts described in the foregoing clauses (a) and (b) in respect of any drawing, collectively, the “Payment Amount”) no later than the first Business Day after the date on which the Borrowers receive notice from such Issuing Lender or from the Administrative Agent that payment has been made under such Letter of Credit Bank in connection with any payment made by or that such Letter of Credit Bank under, or with respect to, such Letter of Credit, Payment Amount is otherwise due (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 Agent for the benefit of the Letter of Credit Banks, the Banks and the Agent as cash collateral for all “L/C Reimbursement Obligations, and (c) upon the termination of the Total Commitment, or the acceleration of the Reimbursement Obligations with respect to all Letters of Credit in accordance with Section 13, an amount equal to the then Maximum Drawing Amount on all Letters of Credit, which amount shall be held by the Agent for the benefit of the Letter of Credit Banks, Banks and the Agent as cash collateral for all Reimbursement ObligationsDate”). 48 -40- Each such payment shall be made to such Issuing Lender at its address for notices provided by such Issuing Lender to the Administrative Agent for and the account Borrowers when such Issuing Lender becomes an “Issuing Lender” hereunder in lawful money of the applicable Letter United States of Credit Bank at the Agent's Head Office America and in immediately available funds. Interest shall be payable on any and all amounts remaining unpaid by the Borrowers under this Section 4.2 at any time each Payment Amount from the date such amounts become due and payable (whether as stated in this Section 4.2, by acceleration or otherwise) of the applicable drawing until payment in full at the rate set forth in (whether before or after judgmenti) shall be payable to until the applicable second Business Day following the L/C Reimbursement Date, Section 2.13(b) and (ii) thereafter, Section 2.13(c). Each drawing under any Letter of Credit Bank on demand at shall (unless an event of the rate type described in clause (i) or (ii) of Section 8(f) shall have occurred and be continuing with respect to the Borrowers, in which case the procedures specified in Section 5.11 3.4 for overdue principal funding by L/C Participants shall apply) constitute a request by the Borrowers to 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 2.24 of Swing Line Loans) in the amount of such drawing. The Borrowing Date with respect to such borrowing shall be the first date on which a borrowing of Revolving Credit Loans (or, if applicable, Swing Line Loans) could be made, pursuant to Section 2.5 (or, if applicable, Section 2.24), if the LoansAdministrative Agent had received a notice of such borrowing at the time the Administrative Agent receives notice from the relevant Issuing Lender of such drawing under such Letter of Credit.

Reimbursement Obligation of the Borrowers. In order Each Borrower agrees to induce reimburse the Issuing Lender, on each date on which the Issuing Lender notifies such Borrower of the date and amount of a draft presented under any Letter of Credit Banks to issue, extend and renew each Letter of Credit and the Banks to participate therein, the Borrowers hereby jointly and severally agree to reimburse or pay to the Agent, issued for the account of such Borrower and paid by the applicable Letter Issuing Lender, for the amount of Credit Bank or, with respect to each Letter of Credit issued, extended or renewed by such Letter of Credit Bank hereunder, (a) except as otherwise expressly provided in Section 4.2(b) such draft so paid and (c), on each date that any draft presented under such Letter of Credit is honored by any Letter of Credit Bank, or any Letter of Credit Bank otherwise makes a payment with respect thereto, (ib) the amount paid by such Letter of Credit Bank under or with respect to such Letter of Credit, and (ii) the amount of any taxes, fees, charges or other costs and or expenses whatsoever incurred by such Letter of Credit Bank the Issuing Lender in connection with any such payment made by such Letter of Credit Bank under, or with respect to, such Letter of Credit, (the amounts described in the foregoing clauses (a) and (b) upon the reduction (but not termination) in respect of the Total Commitment to an amount less than the Maximum Drawing Amountany drawing, an amount equal to such difference, which amount shall be held by the Agent for the benefit of the Letter of Credit Bankscollectively, the Banks and the Agent as cash collateral for all Reimbursement Obligations, and (c) upon the termination of the Total Commitment, or the acceleration of the Reimbursement Obligations with respect to all Letters of Credit in accordance with Section 13, an amount equal to the then Maximum Drawing Amount on all Letters of Credit, which amount shall be held by the Agent for the benefit of the Letter of Credit Banks, Banks and the Agent as cash collateral for all Reimbursement Obligations“Payment Amount”). 48 -40- Each such payment shall be made to the Agent Issuing Lender at its address for the account of the applicable Letter of Credit Bank at the Agent's Head Office notices specified herein in Dollars and in immediately available funds. Interest shall be payable on any and all amounts remaining unpaid by the Borrowers under this Section 4.2 at any time each Payment Amount from the date such amounts become due and payable (whether as stated in this Section 4.2, by acceleration or otherwise) of the applicable drawing until payment in full at the rate set forth in (whether before or after judgmenti) until the second Business Day following the date of the applicable drawing, Section 2.15(b) and (ii) thereafter, Section 2.15(d), provided that no amount payable in respect of clause (b) of the preceding sentence shall be due and payable to the applicable Issuing Lender until the relevant Borrower is notified in writing of the incurrence of such payment. Each drawing under any Letter of Credit Bank on demand at shall (unless an event of the rate type described in clause (i) or (ii) of Section 8(f) shall have occurred and be continuing with respect to any Borrower, in which case the procedures specified in Section 5.11 3.4 for overdue principal funding by L/C Participants shall apply) constitute a request by the relevant Borrower to 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. The Borrowing Date with respect to such borrowing shall be the first date on which a borrowing of Revolving Credit Loans (or, if applicable, Swing Line Loans) could be made, pursuant to Section 2.5 (or, if applicable, Section 2.7), if the LoansAdministrative Agent had received a notice of such borrowing at the time the Administrative Agent receives notice from the Issuing Lender of such drawing under such Letter of Credit.

Reimbursement Obligation of the Borrowers. In order to induce the Letter of Credit Banks Issuing Bank to issue, extend and renew each Letter of Credit and the Banks to participate therein, the Borrowers hereby jointly and severally agree to reimburse or pay to the Administrative Agent, for the account of the applicable Letter of Credit Issuing Bank oror (as the case may be) the Banks, with respect to each Letter of Credit issued, extended or renewed by such Letter of Credit the Issuing Bank hereunder, (a) except as otherwise expressly provided in Section 4.2(b) and (c), on each date that any draft presented under such Letter of Credit is honored by any Letter of Credit Bank, the Issuing Bank or any Letter of Credit the Issuing Bank otherwise makes a payment with respect theretounder or pursuant to such Letter of Credit, (i) the amount paid by the Issuing Bank under or pursuant to such Letter of Credit Bank under or with respect to such Letter of Credit, and (ii) the amount of any customary taxes, fees, charges or other reasonable costs and expenses whatsoever incurred by such Letter of Credit the Issuing Bank or any Bank in connection with any payment made by such Letter of Credit the Issuing Bank or any Bank under, or with respect pursuant to, such Letter of Credit,Credit (to the extent the reimbursement and payment of such taxes, fees, charges, costs, or expenses are not otherwise provided for elsewhere in this Agreement and excluding therefrom any amount payable to the Issuing Bank by a Bank pursuant to SECTION 3.3) (it being understood that such payments under this Section 3.2(a) to the Issuing Bank may be made from the proceeds of a Loan made to the Borrowers pursuant to SECTION 2.7); (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 Administrative Agent for the benefit of the Letter of Credit Banks, the Banks and the Agent Issuing Bank as cash collateral for all the Reimbursement Obligations, ; and (c) upon the termination of the Total Commitment, Commitment or the acceleration of the Reimbursement Obligations with respect to all Letters of Credit in accordance with Section SECTION 13, an amount equal to the then Maximum Drawing Amount on all Letters of CreditAmount, which amount shall be held by the Administrative Agent for the benefit of the Letter of Credit Banks, Banks and the Agent Issuing Bank as cash collateral for all the Reimbursement Obligations. 48 -40- Each such payment shall be made to the Administrative Agent for the account of the applicable Letter of Credit Bank at the Agent's Head Office ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, in immediately available fundsfunds or (in the case of clause (a)) from the direct application of the proceeds of a Loan made pursuant to SECTION 2.7 hereof. Interest on any and all amounts remaining unpaid by the Borrowers under this Section 4.2 SECTION 3.2 at any time from the date such amounts become due and payable (whether as stated in this Section 4.2SECTION 3.2, by acceleration or otherwise) until payment in full (whether before or after judgment) shall be payable to the applicable Letter of Credit Bank Administrative Agent on demand at the rate specified in Section 5.11 SECTION 5.8 for overdue principal on of the Loans.

Reimbursement Obligation of the Borrowers. In order to induce the Letter of Credit Banks Agent to issue, extend and renew each Letter of Credit and the Banks Lenders to participate therein, each of the Borrowers hereby jointly and severally agree agrees to reimburse or pay to the Agent, for the account of the applicable Letter of Credit Bank orAgent or (as the case may be) the Lenders, with respect to each Letter of Credit issued, extended or renewed by such Letter of Credit Bank the Agent hereunder, (a) except as otherwise expressly provided in Section 4.2(b) and (chas notified the Borrowers of its intention to honor such draft), on each date that any draft presented under such Letter of Credit is honored by any Letter of Credit Bank, or any Letter of Credit Bank the Agent otherwise makes a payment with respect thereto, (i) the amount paid by such Letter of Credit Bank the Agent under or with respect to such Letter of Credit, and (ii) the amount of any taxes, fees, charges or other reasonable costs and expenses whatsoever incurred by such Letter of Credit Bank the Agent or any Lender in connection with any payment made by such Letter of Credit Bank the Agent or any Lender under, or with respect to, such Letter of Credit,, provided that subject to all of the conditions to the making of Loans pursuant to a Loan Request hereunder including, without limitation, the provisions of Section 11 hereof, such Reimbursement Obligations, if not so paid by the Borrowers may at the Agent's sole discretion, so long as all such applicable conditions to the making of Loans hereunder are met (and subject to the applicable provisions of Section 2.6(b) and Section 2.9 hereof), be treated for all purposes as Base Rate Loans made by the Agent pursuant to the provisions of Section 2.6(b) hereof. (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 Agent for the benefit of the Letter of Credit Banks, the Banks Lenders and the Agent as cash collateral collateral, pursuant to a Cash Collateral Agreement, for all Reimbursement Obligations, and (c) upon the termination of the Total Commitment, or the acceleration of the Reimbursement Obligations with respect to all Letters of Credit in accordance with Section 1312, an amount equal to the then Maximum Drawing Amount on all Letters of Credit, which amount shall be held by the Agent for the benefit of the Letter of Credit Banks, Banks Lenders and the Agent as cash collateral collateral, pursuant to a Cash Collateral Agreement, for all Reimbursement Obligations. 48 -40- Each such payment shall be made to the Agent for the account of the applicable Letter of Credit Bank at the Agent's Head Office in immediately available funds. Interest on any and all amounts remaining unpaid by the Borrowers under this Section 4.2 at any time from the date such amounts become due and payable (whether as stated in this Section 4.2, by acceleration or otherwise) until payment in full (whether before or after judgment) shall be payable to the applicable Letter of Credit Bank Agent on demand at the rate specified in Section 5.11 5.12 for overdue principal on the Loans.

Reimbursement Obligation of the Borrowers. In order (a) The U.S. Borrower agrees to induce reimburse the Letter U.S. Issuing Lender, within one Business Day of Credit Banks to issue, extend the date on which the U.S. Issuing Lender notifies Cedar Fair LP of the date and renew each amount of a draft presented under any U.S. Letter of Credit and paid by the Banks to participate therein, U.S. Issuing Lender in substantial conformity with the Borrowers hereby jointly and severally agree to reimburse or pay to terms of such U.S. Letter of Credit (as determined by the AgentU.S. Issuing Lender in its reasonable discretion), for the account amount of the applicable Letter of Credit Bank or, with respect to each Letter of Credit issued, extended or renewed by such Letter of Credit Bank hereunder, (a) except as otherwise expressly provided in Section 4.2(b) such draft so paid and (c), on each date that any draft presented under such Letter of Credit is honored by any Letter of Credit Bank, or any Letter of Credit Bank otherwise makes a payment with respect thereto, (ib) the amount paid by such Letter of Credit Bank under or with respect to such Letter of Credit, and (ii) the amount of any taxes, fees, charges or other costs and or expenses whatsoever incurred by such Letter of Credit Bank the U.S. Issuing Lender in connection with any such payment made by such Letter of Credit Bank under, or with respect to, such Letter of Credit, (the amounts described in the foregoing clauses (a) and (b) upon the reduction (but not termination) in respect of the Total Commitment to an amount less than the Maximum Drawing Amountany drawing, an amount equal to such difference, which amount shall be held by the Agent for the benefit of the Letter of Credit Bankscollectively, the Banks and the Agent as cash collateral for all Reimbursement Obligations, and (c) upon the termination of the Total Commitment, or the acceleration of the Reimbursement Obligations with respect to all Letters of Credit in accordance with Section 13, an amount equal to the then Maximum Drawing Amount on all Letters of Credit, which amount shall be held by the Agent for the benefit of the Letter of Credit Banks, Banks and the Agent as cash collateral for all Reimbursement Obligations“Payment Amount”). 48 -40- Each such payment shall be made to the Agent U.S. Issuing Lender at its address for the account of the applicable Letter of Credit Bank at the Agent's Head Office notices specified herein in Dollars and in immediately available funds. Interest shall be payable on any and all amounts remaining unpaid by the Borrowers under this Section 4.2 at any time Payment Amount from the date such amounts become due and payable (whether as stated in this Section 4.2, by acceleration or otherwise) of the applicable drawing until payment in full at the rate set forth in (whether before i) until the second Business Day following the date of the applicable drawing, Section 4.5(b) and (ii) thereafter, Section 4.5(f). Each drawing under any U.S. Letter of Credit shall (unless an event of the type described in clause (i) or after judgment(ii) of Section 9(f) shall have occurred and be continuing with respect to the U.S. Borrower, in which case the procedures specified in Section 3.10 for funding by U.S. L/C Participants shall apply) constitute a request by the U.S. Borrower to the Administrative Agent for a borrowing pursuant to Section 3.2(a) of Base Rate Loans (or, at the option of the Administrative Agent and the U.S. Swing Line Lender in their sole discretion, a borrowing pursuant to Section 3.4(a) of U.S. Swing Line Loans) in the amount of such drawing. The Borrowing Date with respect to such borrowing shall be the first date on which a borrowing of U.S. Revolving Loans (or, if applicable, U.S. Swing Line Loans) could be made, pursuant to Section 3.2(a) (or, if applicable, Section 3.4(a)), if the Administrative Agent had received a notice of such borrowing at the time the Administrative Agent receives notice from the U.S. Issuing Lender of such drawing under such U.S. Letter of Credit. All payments due from the U.S. Borrower hereunder in respect of U.S. Letters of Credit (and U.S. Reimbursement Obligations in connection therewith) shall be payable made in Dollars. (b) The Canadian Borrower agrees to reimburse the applicable Canadian Issuing Lender, within one Business Day of the date on which the Canadian Issuing Lender notifies the Canadian Borrower of the date and amount of a draft presented under any Canadian Letter of Credit Bank and paid by the Canadian Issuing Lender in substantial conformity with the terms of such Canadian Letter of Credit (as determined by the Canadian Issuing Lender in its reasonable discretion), for the amount of (a) such draft so paid and (b) any taxes, fees, charges or other costs or expenses incurred by the Canadian Issuing Lender in connection with such payment (the amounts described in the foregoing clauses (a) and (b) in respect of any drawing, collectively, the “Canadian Payment Amount”). Each such payment shall be made to the Canadian Issuing Lender at its address for notices specified herein in Canadian Dollars or Dollars, as applicable (as determined in accordance with the currency of such Canadian Letter of Credit), and in immediately available funds. Interest shall be payable on demand the amount of each Canadian Payment Amount from the date of the applicable drawing until payment in full at the rate specified set forth in (i) until the second Business Day following the date of the applicable drawing, Section 5.11 for overdue principal on the Loans.4.5(d) and

Reimbursement Obligation of the Borrowers. In order to induce the Letter of Credit Banks to issue, extend and renew each Letter of Credit and the Banks to participate therein, the The Borrowers hereby jointly and severally agree to reimburse or pay to each Issuing Lender, by the Agentnext Business Day following the date on which such Issuing Lender notifies the Borrower of the date and amount of an L/C Disbursement made by such Issuing Lender, for the account amount of the applicable Letter of Credit Bank or, with respect to each Letter of Credit issued, extended or renewed by such Letter of Credit Bank hereunder, (a) except as otherwise expressly provided in Section 4.2(b) such L/C Disbursement and (c), on each date that any draft presented under such Letter of Credit is honored by any Letter of Credit Bank, or any Letter of Credit Bank otherwise makes a payment with respect thereto, (ib) the amount paid by such Letter of Credit Bank under or with respect to such Letter of Credit, and (ii) the amount of any taxes, fees, charges or other costs and or expenses whatsoever incurred by such Letter of Credit Bank Issuing Lender in connection with any payment made by such Letter of Credit Bank under, or with respect to, such Letter of Credit, L/C Disbursement (the amounts described in the foregoing clauses (a) and (b) upon the reduction (but not termination) in respect of the Total Commitment to an amount less than the Maximum Drawing Amountany drawing, an amount equal to such difference, which amount shall be held by the Agent for the benefit of the Letter of Credit Bankscollectively, the Banks and the Agent as cash collateral for all Reimbursement Obligations, and (c) upon the termination of the Total Commitment, or the acceleration of the Reimbursement Obligations with respect to all Letters of Credit in accordance with Section 13, an amount equal to the then Maximum Drawing Amount on all Letters of Credit, which amount shall be held by the Agent for the benefit of the Letter of Credit Banks, Banks and the Agent as cash collateral for all Reimbursement Obligations“Payment Amount”). 48 -40- Each such payment shall be made to the Agent such Issuing Lender at its address for the account notices specified herein in lawful money of the applicable Letter United States of Credit Bank at the Agent's Head Office America and in immediately available funds. Interest shall be payable on any and all amounts remaining unpaid by the Borrowers under this Section 4.2 at any time each Payment Amount from the date such amounts become due and payable (whether as stated in this Section 4.2, by acceleration or otherwise) of the applicable drawing until payment in full at the rate set forth in (whether before or i) until the second Business Day following the date of the applicable drawing, Section 2.13(b) and (ii) thereafter, Section 2.13(c). If any Borrower fails to so reimburse such Issuing Lender, (i) such Borrower shall be deemed to have requested a Borrowing pursuant to Section 2.05 of ABR Loans in the amount of such L/C Disbursement without regard to the minimum and multiples specified in Section 3.05 for the principal amount of ABR Loans, but subject to the unutilized portion of the Revolving Credit Commitments, the making of any such Borrowing to be subject to the conditions set forth in Section 1.01(a) (other than Section 5.02(a) and (c)); provided that if such conditions are not satisfied, the procedures specified in Section 3.04 for funding by L/C Participants shall apply and (ii) the Lenders under the Revolving Credit Facility (other than with respect to any draws on any Letters of Credit after judgmentthe fifth Business Day prior to the Revolving Credit Maturity Date) shall be payable irrevocably obligated to reimburse such Issuing Lender pro rata based upon the applicable Lenders’ respective Revolving Credit Commitments. The Borrowing Date with respect to such Borrowing shall be the first date on which a Borrowing of Revolving Credit Loans could be made, pursuant to Section 2.05, if the Administrative Agent had received a notice of such Borrowing at the time the Administrative Agent receives notice from the relevant Issuing Lender of such drawing under such Letter of Credit Bank on demand at the rate specified in Section 5.11 for overdue principal on the LoansCredit.

Reimbursement Obligation of the Borrowers. In order to induce the Letter of Credit Banks Issuing Bank to issue, extend and renew each Letter of Credit and the Banks to participate therein, the Borrowers hereby jointly and severally agree to reimburse or pay to the Administrative Agent, for the account of the applicable Letter of Credit Issuing -33- Bank oror (as the case may be) the Banks, with respect to each Letter of Credit issued, extended or renewed by such Letter of Credit the Issuing Bank hereunder, (a) except as otherwise expressly provided in Section 4.2(bss.4.2(b) and (c), on each date that any draft drafT presented under such Letter of Credit is honored by any Letter of Credit the Issuing Bank, or any Letter of Credit the Issuing Bank otherwise makes a payment with respect thereto, (i) the amount paid by such Letter of Credit the Issuing Bank under or with respect to such Letter of Credit, and (ii) the amount of any taxes, fees, charges or other costs and expenses whatsoever incurred by such Letter of Credit the Issuing Bank or any other Bank in connection with any payment made by such Letter of Credit the Issuing Bank or any other Bank under, or with respect to, such Letter of Credit, (b) upon the reduction (but not termination) of the Total Commitment to an amount less than the Maximum Drawing AmountAmount of all Letters of Credit, an amount equal to 105% of such difference, which amount shall be held by the Agent Issuing Bank for the benefit of the Letter of Credit Banks, the Banks and the Agent Issuing Bank as cash collateral for all Reimbursement Obligations, and (c) upon the termination of the Total Commitment, or the acceleration of the Reimbursement Obligations with respect to all Letters of Credit in accordance with Section 13ss.15, or the occurrence of thE Termination Declaration Date, an amount equal to 105% of the then Maximum Drawing Amount on of all Letters of Credit, which amount shall be held by the Agent Issuing Bank for the benefit of the Letter of Credit Banks, Banks and the Agent Issuing Bank as cash collateral for all Reimbursement Obligations. 48 -40- Each such payment shall be made to the Administrative Agent for the account of the applicable Letter of Credit Bank at the Administrative Agent's Head Office in immediately available fundsfunds and shall be promptly remitted by the Administrative Agent to the Issuing Bank or such other Bank entitled thereto. Interest on any and all amounts remaining unpaid by the Borrowers under this Section 4.2 ss.4.2 at any time timE from the date such amounts become due and payable (whether as stated in this Section 4.2ss.4.2, by acceleration or otherwise) until payment in full (whether before or after judgment) shall be payable to the applicable Letter Administrative Agent, for the accounts of Credit the Issuing Bank and the other Banks, on demand at the rate specified in Section 5.11 ss.7.5 for overdue principal principaL on the Loans.

Reimbursement Obligation of the Borrowers. In order to induce the Letter of Credit Banks to issue, extend and renew each Letter of Credit and the Banks to participate therein, the The Borrowers hereby jointly and severally agree to reimburse or pay to each Issuing Lender, by the Agentnext Business Day following the date on which such Issuing Lender notifies the Company of the date and amount of an L/C Disbursement made by such Issuing Lender, for the account amount of the applicable Letter of Credit Bank or, with respect to each Letter of Credit issued, extended or renewed by such Letter of Credit Bank hereunder, (a) except as otherwise expressly provided in Section 4.2(b) such L/C Disbursement and (c), on each date that any draft presented under such Letter of Credit is honored by any Letter of Credit Bank, or any Letter of Credit Bank otherwise makes a payment with respect thereto, (ib) the amount paid by such Letter of Credit Bank under or with respect to such Letter of Credit, and (ii) the amount of any taxes, fees, charges or other costs and or expenses whatsoever incurred by such Letter of Credit Bank Issuing Lender in connection with any payment made by such Letter of Credit Bank under, or with respect to, such Letter of Credit, L/C Disbursement (the amounts described in the foregoing clauses (a) and (b) upon the reduction (but not termination) in respect of the Total Commitment to an amount less than the Maximum Drawing Amountany drawing, an amount equal to such difference, which amount shall be held by the Agent for the benefit of the Letter of Credit Bankscollectively, the Banks and the Agent as cash collateral for all Reimbursement Obligations, and (c) upon the termination of the Total Commitment, or the acceleration of the Reimbursement Obligations with respect to all Letters of Credit in accordance with Section 13, an amount equal to the then Maximum Drawing Amount on all Letters of Credit, which amount shall be held by the Agent for the benefit of the Letter of Credit Banks, Banks and the Agent as cash collateral for all Reimbursement Obligations“Payment Amount”). 48 -40- Each such payment shall be made to the Agent such Issuing Lender at its address for the account notices specified herein in lawful money of the applicable Letter United States of Credit Bank at the Agent's Head Office America and in immediately available funds. Interest shall be payable on any and all amounts remaining unpaid by the Borrowers under this Section 4.2 at any time each Payment Amount from the date such amounts become due and payable (whether as stated in this Section 4.2, by acceleration or otherwise) of the applicable drawing until payment in full (whether before or after judgment) shall be payable to the applicable Letter of Credit Bank on demand at the rate set forth in (i) until the second Business Day following the date of the applicable drawing, Section 2.15(b)(ii) and (ii) thereafter, Section 2.16. If any Borrower fails to so reimburse such Issuing Lender, such Borrower shall be deemed to have requested a borrowing pursuant to Section 2.05 of Base Rate Loans in the amount of such L/C Disbursement, the making of any such borrowing to be subject to the conditions set forth in Section 5.03 (other than delivery of a borrowing notice); provided that if such conditions are not satisfied, the procedures specified in Section 5.11 3.04 for overdue principal funding by L/C Participants shall apply. The Borrowing Date with respect to such borrowing shall be the first date on which a borrowing of Revolving Credit Loans that are Standby Loans could be made, pursuant to Section 2.05, if the LoansAdministrative Agent had received a notice of such borrowing at the time the Administrative Agent receives notice from the relevant Issuing Lender of such drawing under such Letter of Credit.

Reimbursement Obligation of the Borrowers. In order (a) The U.S. Borrower agrees to induce reimburse the Letter U.S. Issuing Lender, within one Business Day of Credit Banks to issue, extend the date on which the U.S. Issuing Lender notifies Cedar Fair LP of the date and renew each amount of a draft presented under any U.S. Letter of Credit and paid by the Banks to participate therein, U.S. Issuing Lender in substantial conformity with the Borrowers hereby jointly and severally agree to reimburse or pay to terms of such U.S. Letter of Credit (as determined by the AgentU.S. Issuing Lender in its reasonable discretion), for the account amount of the applicable Letter of Credit Bank or, with respect to each Letter of Credit issued, extended or renewed by such Letter of Credit Bank hereunder, (a) except as otherwise expressly provided in Section 4.2(b) such draft so paid and (c), on each date that any draft presented under such Letter of Credit is honored by any Letter of Credit Bank, or any Letter of Credit Bank otherwise makes a payment with respect thereto, (ib) the amount paid by such Letter of Credit Bank under or with respect to such Letter of Credit, and (ii) the amount of any taxes, fees, charges or other costs and or expenses whatsoever incurred by such Letter of Credit Bank the U.S. Issuing Lender in connection with any such payment made by such Letter of Credit Bank under, or with respect to, such Letter of Credit, (the amounts described in the foregoing clauses (a) and (b) upon the reduction (but not termination) in respect of the Total Commitment to an amount less than the Maximum Drawing Amountany drawing, an amount equal to such difference, which amount shall be held by the Agent for the benefit of the Letter of Credit Bankscollectively, the Banks and the Agent as cash collateral for all Reimbursement Obligations, and (c) upon the termination of the Total Commitment, or the acceleration of the Reimbursement Obligations with respect to all Letters of Credit in accordance with Section 13, an amount equal to the then Maximum Drawing Amount on all Letters of Credit, which amount shall be held by the Agent for the benefit of the Letter of Credit Banks, Banks and the Agent as cash collateral for all Reimbursement Obligations"Payment Amount"). 48 -40- Each such payment shall be made to the Agent U.S. Issuing Lender at its address for the account of the applicable Letter of Credit Bank at the Agent's Head Office notices specified herein in Dollars and in immediately available funds. Interest shall be payable on any and all amounts remaining unpaid by the Borrowers under this Section 4.2 at any time Payment Amount from the date such amounts become due and payable (whether as stated in this Section 4.2, by acceleration or otherwise) of the applicable drawing until payment in full at the rate set forth in (whether before or after judgmenti) shall be payable to until the second Business Day following the date of the applicable drawing, Section 4.5(b) and (ii) thereafter, Section 4.5(f). Each drawing under any U.S. Letter of Credit Bank on demand at shall (unless an event of the rate type described in clause (i) or (ii) of Section 9(f) shall have occurred and be continuing with respect to the U.S. Borrower, in which case the procedures specified in Section 5.11 3.10 for overdue principal funding by U.S. L/C Participants shall apply) constitute a request by the U.S. Borrower to the Administrative Agent for a borrowing pursuant to Section 3.2(a) of Base Rate Loans (or, at the option of the Administrative Agent and the U.S. Swing Line Lender in their sole discretion, a borrowing pursuant to Section 3.4(a) of U.S. Swing Line Loans) in the amount of such drawing. The Borrowing Date with respect to such borrowing shall be the first date on which a borrowing of U.S. Revolving Loans (or, if applicable, U.S. Swing Line Loans) could be made, pursuant to Section 3.2(a) (or, if applicable, Section 3.4(a)), if the Loans.Administrative Agent had received a notice of such borrowing at the time the Administrative Agent receives notice from the U.S. Issuing Lender of such drawing under such U.S.

Reimbursement Obligation of the Borrowers. In order to induce the Agent to cause the Letter of Credit Banks Issuer to issue, extend and renew each Letter of Credit and the Banks Revolving Credit Lenders to participate therein, the Borrowers hereby jointly and severally agree to reimburse or pay to the AgentAgent and the Letter of Credit Issuer, for the account of the applicable Agent and the Letter of Credit Bank orIssuer or (as the case may be) the Revolving Credit Lenders, with respect to each Letter of Credit issued, extended or renewed by such the Letter of Credit Bank Issuer hereunder, (a) except as otherwise expressly provided in Section 4.2(b) and (c), on each date that any draft presented under such Letter of Credit is honored by any the Letter of Credit BankIssuer, or any the Letter of Credit Bank Issuer otherwise makes a payment with respect thereto, (i) the amount paid by such the Letter of Credit Bank Issuer under or with respect to such Letter of Credit, and (ii) the amount of any taxes, reasonable fees, charges or other costs and expenses whatsoever incurred by such the Letter of Credit Bank Issuer, the Agent or any Revolving Credit Lender in connection with any payment made by such the Letter of Credit Bank Issuer, the Agent or any Revolving Credit Lender under, or with respect to, such Letter of Credit, (b) upon the reduction (but not termination) of the Total Revolving Commitment to an amount less than the Maximum Drawing Amount, an amount equal to such difference, which amount shall be held by the Agent for the benefit of the Letter of Credit BanksIssuer, the Banks Revolving Credit Lenders and the Agent as cash collateral for all Reimbursement Obligations, and (c) upon the termination of the Total Revolving Commitment, or the acceleration of the Reimbursement Obligations with respect to all Letters of Credit in accordance with Section 13, an amount equal to the then Maximum Drawing Amount on all Letters of Credit, which amount shall be held by the Agent for the benefit of the Letter of Credit BanksIssuer, Banks the Revolving Credit Lenders and the Agent as cash collateral for all Reimbursement Obligations. 48 -40- Each such payment shall be made to the Agent for the account of the applicable Letter of Credit Bank at the Agent's Head ’s Office in immediately available funds. Interest on any and all amounts remaining unpaid by the Borrowers under this Section 4.2 at any time from the date such amounts become due and payable (whether as stated in this Section 4.2, by acceleration or otherwise) until payment in full (whether before or after judgment) shall be payable to the applicable Letter of Credit Bank Agent on demand at the rate specified in Section 5.11 5.10 for overdue principal on the Revolving Credit Loans. Notwithstanding the foregoing, the Agent, without the request of the Borrowers, may advance Revolving Credit Loans in the amount of any honoring of any Letter of Credit and other amount for which the Borrowers, the Letter of Credit Issuer, the Agent or the Revolving Credit Lenders become obligated on account of, or in respect to, any Letter of Credit. Such advance shall be made whether or not a Default exists or such advance would result in an OverLoan. Such action shall not constitute a waiver of the Agent’s and the Revolving Credit Lenders’ rights under this Section 4.

Reimbursement Obligation of the Borrowers. In order Each Borrower jointly and severally agrees to induce reimburse each Issuing Lender, on each date on which such Issuing Lender notifies the Letter Borrowers of Credit Banks to issue, extend the date and renew each amount of a draft presented under any Letter of Credit and the Banks to participate therein, the Borrowers hereby jointly and severally agree to reimburse or pay to the Agentpaid by such Issuing Lender, for the account amount of the applicable Letter of Credit Bank or, with respect to each Letter of Credit issued, extended or renewed by such Letter of Credit Bank hereunder, (a) except as otherwise expressly provided in Section 4.2(b) such draft so paid and (c), on each date that any draft presented under such Letter of Credit is honored by any Letter of Credit Bank, or any Letter of Credit Bank otherwise makes a payment with respect thereto, (ib) the amount paid by such Letter of Credit Bank under or with respect to such Letter of Credit, and (ii) the amount of any taxes, fees, charges or other costs and or expenses whatsoever incurred by such Letter of Credit Bank Issuing Lender in connection with any such payment made by such Letter of Credit Bank under, or with respect to, such Letter of Credit, (the amounts described in the foregoing clauses (a) and (b) upon the reduction (but not termination) in respect of the Total Commitment to an amount less than the Maximum Drawing Amountany drawing, an amount equal to such difference, which amount shall be held by the Agent for the benefit of the Letter of Credit Bankscollectively, the Banks and the Agent as cash collateral for all Reimbursement Obligations, and (c) upon the termination of the Total Commitment, or the acceleration of the Reimbursement Obligations with respect to all Letters of Credit in accordance with Section 13, an amount equal to the then Maximum Drawing Amount on all Letters of Credit, which amount shall be held by the Agent for the benefit of the Letter of Credit Banks, Banks and the Agent as cash collateral for all Reimbursement Obligations"Payment Amount"). 48 -40- Each such payment shall be made to the Agent such Issuing Lender at its address for the account notices specified herein in lawful money of the applicable Letter United States of Credit Bank at the Agent's Head Office America and in immediately available funds. Interest shall be payable on any and all amounts remaining unpaid by the Borrowers under this Section 4.2 at any time each Payment Amount from the date such amounts become due and payable (whether as stated in this Section 4.2, by acceleration or otherwise) of the applicable drawing until payment in full at the rate set forth in (whether before or after judgmenti) shall be payable to until the second Business Day following the date of the applicable drawing, Section 2.13(b) and (ii) thereafter, Section 2.13(c). Each drawing under any Letter of Credit Bank on demand at shall (unless an event of the rate type described in clause (i) or (ii) of Section 8(f) shall have occurred and be continuing with respect to the Borrowers, in which case the procedures specified in Section 5.11 3.4 for overdue principal funding by L/C Participants shall apply) constitute a request by the related Borrower to the Administrative Agent for a borrowing pursuant to Section 2.5 of Base Rate Loans in the amount of such drawing. The Borrowing Date with respect to such borrowing shall be the first date on which a borrowing of Revolving Credit Loans could be made, pursuant to Section 2.5, if the LoansAdministrative Agent had received a notice of such borrowing at the time the Administrative Agent receives notice from the relevant Issuing Lender of such drawing under such Letter of Credit.

Reimbursement Obligation of the Borrowers. In order to induce the Letter of Credit Banks to issue, extend and renew each Letter of Credit and the Banks to participate therein, the The Borrowers hereby jointly and severally agree to reimburse or pay to each Issuing Lender, by the Agentnext Business Day following the date on which such Issuing Lender notifies the Borrower of the date and amount of an L/C Disbursement made by such Issuing Lender, for the account amount of the applicable Letter of Credit Bank or, with respect to each Letter of Credit issued, extended or renewed by such Letter of Credit Bank hereunder, (a) except as otherwise expressly provided in Section 4.2(b) such L/C Disbursement and (c), on each date that any draft presented under such Letter of Credit is honored by any Letter of Credit Bank, or any Letter of Credit Bank otherwise makes a payment with respect thereto, (ib) the amount paid by such Letter of Credit Bank under or with respect to such Letter of Credit, and (ii) the amount of any taxes, fees, charges or other costs and or expenses whatsoever incurred by such Letter of Credit Bank Issuing Lender in connection with any payment made by such Letter of Credit Bank under, or with respect to, such Letter of Credit, L/C Disbursement (the amounts described in the foregoing clauses (a) and (b) upon the reduction (but not termination) in respect of the Total Commitment to an amount less than the Maximum Drawing Amountany drawing, an amount equal to such difference, which amount shall be held by the Agent for the benefit of the Letter of Credit Bankscollectively, the Banks and the Agent as cash collateral for all Reimbursement Obligations, and (c) upon the termination of the Total Commitment, or the acceleration of the Reimbursement Obligations with respect to all Letters of Credit in accordance with Section 13, an amount equal to the then Maximum Drawing Amount on all Letters of Credit, which amount shall be held by the Agent for the benefit of the Letter of Credit Banks, Banks and the Agent as cash collateral for all Reimbursement Obligations“Payment Amount”). 48 -40- Each such payment shall be made to the Agent such Issuing Lender at its address for the account notices specified herein in lawful money of the applicable Letter United States of Credit Bank at the Agent's Head Office America and in immediately available funds. Interest shall be payable on any and all amounts remaining unpaid by the Borrowers under this Section 4.2 at any time each Payment Amount from the date such amounts become due and payable (whether as stated in this Section 4.2, by acceleration or otherwise) of the applicable drawing until payment in full (whether before or after judgment) shall be payable to the applicable Letter of Credit Bank on demand at the rate set forth in (i) until the second Business Day following the date of the applicable drawing, Section 2.15(b)(ii) and (ii) thereafter, Section 2.16. If any Borrower fails to so reimburse such Issuing Lender, such Borrower shall be deemed to have requested a borrowing pursuant to Section 2.05 of Base Rate Loans in the amount of such L/C Disbursement, the making of any such borrowing to be subject to the conditions set forth in Section 5.03 (other than delivery of a borrowing notice); provided that if such conditions are not satisfied, the procedures specified in Section 5.11 3.04 for overdue principal funding by L/C Participants shall apply. The Borrowing Date with respect to such borrowing shall be the first date on which a borrowing of Revolving Credit Loans that are Standby Loans could be made, pursuant to Section 2.05, if the LoansAdministrative Agent had received a notice of such borrowing at the time the Administrative Agent receives notice from the relevant Issuing Lender of such drawing under such Letter of Credit.

Reimbursement Obligation of the Borrowers. In order The Borrowers agree to induce reimburse each Issuing Lender, on each date on which such Issuing Lender notifies the Letter Borrowers of Credit Banks to issue, extend the date and renew each amount of a draft presented under any Letter of Credit and the Banks to participate therein, the Borrowers hereby jointly and severally agree to reimburse or pay to the Agentpaid by such Issuing Lender, for the account amount of the applicable Letter of Credit Bank or, with respect to each Letter of Credit issued, extended or renewed by such Letter of Credit Bank hereunder, (a) except as otherwise expressly provided in Section 4.2(b) such draft so paid and (c), on each date that any draft presented under such Letter of Credit is honored by any Letter of Credit Bank, or any Letter of Credit Bank otherwise makes a payment with respect thereto, (ib) the amount paid by such Letter of Credit Bank under or with respect to such Letter of Credit, and (ii) the amount of any taxes, fees, charges or other costs and or expenses whatsoever incurred by such Letter of Credit Bank Issuing Lender in connection with any such payment made by such Letter of Credit Bank under, or with respect to, such Letter of Credit, (the amounts described in the foregoing clauses (a) and (b) upon the reduction (but not termination) in respect of the Total Commitment to an amount less than the Maximum Drawing Amountany drawing, an amount equal to such difference, which amount shall be held by the Agent for the benefit of the Letter of Credit Bankscollectively, the Banks and the Agent as cash collateral for all Reimbursement Obligations, and (c) upon the termination of the Total Commitment, or the acceleration of the Reimbursement Obligations with respect to all Letters of Credit in accordance with Section 13, an amount equal to the then Maximum Drawing Amount on all Letters of Credit, which amount shall be held by the Agent for the benefit of the Letter of Credit Banks, Banks and the Agent as cash collateral for all Reimbursement Obligations“Payment Amount”). 48 -40- Each such payment shall be made to the Agent such Issuing Lender at its address for the account notices specified herein in lawful money of the applicable Letter United States of Credit Bank at the Agent's Head Office America and in immediately available funds. Interest shall be payable on any and all amounts remaining unpaid by the Borrowers under this Section 4.2 at any time each Payment Amount from the date such amounts become due and payable (whether as stated in this Section 4.2, by acceleration or otherwise) of the applicable drawing until payment in full at the rate set forth in (whether before or after judgmenti) shall be payable to until the second Business Day following the date of the applicable drawing, Section 2.13(b) and (ii) thereafter, Section 2.13(c). Each drawing under any Letter of Credit Bank on demand at shall (unless an event of the rate type described in clause (i) or (ii) of Section 8(f) shall have occurred and be continuing with respect to the Borrowers, in which case the procedures specified in Section 5.11 3.4 for overdue principal funding by L/C Participants shall apply) constitute a request by the Borrowers to 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 2.24 of Swing Line Loans) in the amount of such drawing. The Borrowing Date with respect to such borrowing shall be the first date on which a borrowing of Revolving Credit Loans (or, if applicable, Swing Line Loans) could be made, pursuant to Section 2.5 (or, if applicable, Section 2.24), if the LoansAdministrative Agent had received a notice of such borrowing at the time the Administrative Agent receives notice from the relevant Issuing Lender of such drawing under such Letter of Credit.

Reimbursement Obligation of the Borrowers. In order to induce (i) The Issuing Bank shall, upon receipt from the Letter beneficiary of Credit Banks to issue, extend and renew each Letter of Credit and the Banks to participate therein, the Borrowers hereby jointly and severally agree to reimburse or pay to the Agent, for the account of the applicable Letter of Credit Bank or, with respect to each Letter of Credit issued, extended or renewed by such Letter of Credit Bank hereunder, (a) except as otherwise expressly provided in Section 4.2(b) and (c), on each date that any draft presented under such Letter of Credit is honored by any Letter of Credit Bank, or of any Letter notice of Credit Bank otherwise makes a payment with respect thereto, (i) the amount paid by such Letter of Credit Bank drawing under or with respect to such Letter of Credit, notify the Borrower Representative and the Administrative Agent thereof. Each Borrower hereby agrees to reimburse the Issuing Bank (iithrough the Administrative Agent) upon receipt by the Borrower Representative of notice from the Issuing Bank of the date and amount of a draft presented under any Letter of Credit issued on its behalf and paid by the Issuing Bank, for the amount of such draft so paid and any taxes, fees, charges or other costs and or expenses whatsoever reasonably incurred by such Letter of Credit the Issuing Bank in connection with any payment made by such Letter of Credit Bank under, or with respect to, such Letter 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 Agent for the benefit of the Letter of Credit Banks, the Banks and the Agent as cash collateral for all Reimbursement Obligations, and (c) upon the termination of the Total Commitment, or the acceleration of the Reimbursement Obligations with respect to all Letters of Credit in accordance with Section 13, an amount equal to the then Maximum Drawing Amount on all Letters of Credit, which amount shall be held by the Agent for the benefit of the Letter of Credit Banks, Banks and the Agent as cash collateral for all Reimbursement Obligationspayment. 48 -40- 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 any Designated Currency, in the event that such payment is not made to the Issuing Bank within one Business Day of the date of receipt by the Borrower Representative of such notice, upon notice by the Issuing Bank to the Borrower Representative, such payment shall be made in Euro, in an amount equal to the Euro Equivalent of the amount of such payment converted on the date of such notice into Euro at the Agent's Head Office 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 Representative receives such notice. Any conversion by the Issuing Bank of any payment to be made in respect of any Letter of Credit denominated in any Designated Currency into Euro in accordance with this Subsection 2.6(e)(i) shall be conclusive and binding upon the applicable Borrower and the Lenders in the absence of manifest error; provided that upon the request of the Borrower Representative or any Lender, the Issuing Bank shall provide to the Borrower Representative or such Lender a certificate including reasonably detailed information as to the calculation of such conversion. (ii) Interest shall be payable on any and all amounts remaining unpaid (taking the Euro Equivalent of any amounts denominated in any Designated Currency, as determined by the Administrative Agent) by the Borrowers under this Section 4.2 at any time Subsection 2.6(e)(ii) from the date the draft presented under the affected Letter of Credit is paid to the date on which the applicable Borrower is required to pay such amounts become due pursuant to Subsection 2.6(e)(i) at the rate which would then be payable on any outstanding ABR Loans that are Revolving Loans and payable (whether as stated in this Section 4.2, by acceleration or otherwise) thereafter until payment in full (whether before or after judgment) shall be payable to the applicable Letter of Credit Bank on demand at the rate specified in Section 5.11 for overdue principal which would be payable on the Loansany outstanding ABR Loans that are Revolving Loans which were then overdue.

Reimbursement Obligation of the Borrowers. In order Each Borrower agrees to induce reimburse each applicable Issuing Lender, within one (1) Business Day (or two (2) Business Days if such Borrower and the Letter Administrative Agent are notified on after 11:00 a.m. on such date) after the Business Day on which such Issuing Lender notifies the applicable Borrower and the Administrative Agent of Credit Banks to issue, extend the date and renew each amount of a draft presented under any Letter of Credit and the Banks to participate therein, the Borrowers hereby jointly and severally agree to reimburse or pay to the Agentpaid by such Issuing Lender, for the account amount of the applicable Letter of Credit Bank or, with respect to each Letter of Credit issued, extended or renewed by such Letter of Credit Bank hereunder, (a) except as otherwise expressly provided in Section 4.2(b) such draft so paid and (c), on each date that any draft presented under such Letter of Credit is honored by any Letter of Credit Bank, or any Letter of Credit Bank otherwise makes a payment with respect thereto, (ib) the amount paid by such Letter of Credit Bank under or with respect to such Letter of Credit, and (ii) the amount of any taxes, fees, charges or other costs and or expenses whatsoever incurred by such Letter of Credit Bank Issuing Lender in connection with any such payment made by such Letter of Credit Bank under, or with respect to, such Letter of Credit, (the amounts described in the foregoing clauses (a) and (b) upon the reduction (but not termination) in respect of the Total Commitment to an amount less than the Maximum Drawing Amountany drawing, an amount equal to such difference, which amount shall be held by the Agent for the benefit of the Letter of Credit Bankscollectively, the Banks and the Agent as cash collateral for all Reimbursement Obligations, and (c) upon the termination of the Total Commitment, or the acceleration of the Reimbursement Obligations with respect to all Letters of Credit in accordance with Section 13, an amount equal to the then Maximum Drawing Amount on all Letters of Credit, which amount shall be held by the Agent for the benefit of the Letter of Credit Banks, Banks and the Agent as cash collateral for all Reimbursement Obligations“Payment Amount”). 48 -40- Each such payment shall be made to such Issuing Lender through the Administrative Agent in lawful money at its address for the account notices specified herein in lawful money of the applicable Letter United States of Credit Bank at the Agent's Head Office America and in immediately available funds. Interest shall be payable on any and all amounts remaining unpaid by the Borrowers under this Section 4.2 at any time each Payment Amount from the date such amounts become due and payable (whether as stated in this Section 4.2, by acceleration or otherwise) of the applicable drawing until payment in full at the rate set forth in (whether before i) until the second Business Day following the date of the applicable drawing, Section 2.11(b) and (ii) thereafter, Section 2.11(c). Each notice from an Issuing Lender of a drawing under any Letter of Credit shall (unless an event of the type described in clause (i) or after judgment(ii) of Section 8(f) shall have occurred and be payable continuing with respect to the applicable Letter of Credit Bank on demand at Borrower, in which case the rate procedures specified in Section 5.11 3.4 for overdue principal funding by L/C Participants shall apply) constitute a request by such Borrower to the Administrative Agent for a borrowing pursuant to Section 2.2 of Base Rate Loans in the amount of such drawing. The Borrowing Date with respect to such borrowing shall be the first date on which a borrowing of Revolving Credit Loans could be made, pursuant to Section 2.2, if the LoansAdministrative Agent had received a notice of such borrowing at the time the Administrative Agent receives notice from the relevant Issuing Lender of such drawing under such Letter of Credit.

Reimbursement Obligation of the Borrowers. In order The relevant Borrower agrees to induce reimburse any Issuing Lender on the Letter Business Day next succeeding the Business Day on which such Issuing Lender notifies the such Borrower of Credit Banks to issue, extend the date and renew each amount of a draft presented under any Letter of Credit and the Banks to participate therein, the Borrowers hereby jointly and severally agree to reimburse or pay to the Agent, paid by such Issuing Lender for the account amount of the applicable Letter of Credit Bank or, with respect to each Letter of Credit issued, extended or renewed by such Letter of Credit Bank hereunder, (a) except as otherwise expressly provided in Section 4.2(b) such draft so paid and (c), on each date that b) any draft presented under such Letter of Credit is honored by any Letter of Credit Bank, or any Letter of Credit Bank otherwise makes a payment with respect thereto, (i) the amount paid by such Letter of Credit Bank under or with respect to such Letter of Credit, and (ii) the amount of any taxesTaxes, fees, charges or other costs and or expenses whatsoever incurred by such Letter of Credit Bank Issuing Lender in connection with any payment made by such Letter of Credit Bank under, or with respect to, such Letter 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 Agent for the benefit of the Letter of Credit Banks, the Banks and the Agent as cash collateral for all Reimbursement Obligations, and (c) upon the termination of the Total Commitment, or the acceleration of the Reimbursement Obligations with respect to all Letters of Credit in accordance with Section 13, an amount equal to the then Maximum Drawing Amount on all Letters of Credit, which amount shall be held by the Agent for the benefit of the Letter of Credit Banks, Banks and the Agent as cash collateral for all Reimbursement Obligationspayment. 48 -40- Each such payment shall be made to the Agent for the account of the applicable Letter of Credit Bank at the Agent's Head Office Issuing Lender in Dollars and in immediately available funds. Interest shall be payable on any and all such amounts remaining unpaid by the Borrowers under this Section 4.2 at any time from the date such amounts become due and payable (whether as stated in this Section 4.2, by acceleration or otherwise) on which the relevant draft is paid until payment in full at the rate per annum applicable to ABR Loans set forth in (whether before or after judgmenti) shall be payable to until the applicable Business Day next succeeding the date of the relevant notice, subsection 3.4(b) and (ii) thereafter, subsection 3.4(de). Each drawing under any Letter of Credit Bank shall (unless an event of the type described in subsection 9(c) or (h) shall have occurred and be continuing with respect to the relevant Borrower, in which case the procedures specified in subsection 4.4 for funding by L/C Participants shall apply) constitute a request by thesuch Borrower to the Administrative Agent for a borrowing pursuant to subsection 2.2 of ABR Loans in the amount of such drawing (and the minimum borrowing amount in such subsection shall not apply to such borrowing). The Borrowing Date with respect to such borrowing shall be the first date on demand which a borrowing of Revolving Credit Loans could be made, pursuant to subsection 2.2, if the Administrative Agent had received a notice of such borrowing at the rate specified in Section 5.11 for overdue principal on time the LoansAdministrative Agent receives notice from the relevant Issuing Lender of such drawing under such Letter of Credit.

Reimbursement Obligation of the Borrowers. In order to induce the Letter of Credit Issuing Banks to issue, extend and renew each Letter of Credit and the Banks to participate thereinCredit, the Borrowers applicable Borrower hereby jointly and severally agree agrees to reimburse or pay to the Agent, for the account of the applicable Letter of Credit Bank oreach Issuing Bank, with respect to each Letter of Credit issued, extended or renewed by such Letter of Credit Issuing Bank hereunder,, as follows: (a) except as otherwise expressly provided in Section 4.2(b) and (c), on each date that if any draft presented under such any Letter of Credit is honored by any Letter of Credit Bank, such Issuing Bank or any Letter of Credit such Issuing Bank otherwise makes a payment with respect thereto, the sum of (i) the amount paid by such Letter of Credit Issuing Bank under or with respect to such Letter of CreditCredit (and in the case of a payment in Canadian Dollars, the applicable Borrower shall reimburse such Issuing Bank in Canadian Dollars or the U.S. Dollar Equivalent thereof in Dollars, upon such Borrower’s election in a notice to the applicable Issuing Bank), and (ii) the amount of any taxes, fees, charges or other costs and expenses whatsoever incurred by such Letter of Credit Issuing Bank in connection with any payment made by such Letter of Credit Issuing Bank under, or with respect to, such Letter of Credit,; provided, however, if the applicable Borrower does not reimburse such Issuing Bank on the Drawdown Date, such amount shall, provided that no Event of Default under §§12.1(g) or 12.1(h) has occurred, become automatically a Base Rate Committed Loan advanced hereunder in an amount equal to such sum (and the Administrative Agent shall notify the Banks upon receipt of the notice thereof from the applicable Issuing Bank pursuant to §2.6.5, which notice shall be deemed to constitute a Committed Loan Request and satisfy the requirements of §2.6); and (b) upon the reduction date that is five (but 5) Business Days prior to the Maturity Date (or, if such day is 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 Agent for the benefit of the Letter of Credit Banksa Business Day, the Banks and the Agent as cash collateral for all Reimbursement Obligations, and (cnext preceding Business Day) upon the termination of the Total Commitment, or the acceleration of the Reimbursement Obligations with respect to all Letters of Credit in accordance with Section 13§12, an amount equal to the then Maximum Drawing Amount on of all outstanding Letters of Credit, which amount Credit shall be held paid by the applicable Borrower to the Administrative Agent for the benefit of the Letter of Credit Banks, Banks and the Agent to be held as cash collateral for all the applicable Reimbursement Obligations. 48 -40- Each such payment shall be made , and the applicable Borrower hereby grants to the Administrative Agent for the account of the applicable Letter of Credit Bank at the Agent's Head Office in immediately available funds. Interest on any and all amounts remaining unpaid by the Borrowers under this Section 4.2 at any time from the date such amounts become due and payable (whether as stated in this Section 4.2, by acceleration or otherwise) until payment in full (whether before or after judgment) shall be payable to the applicable Letter of Credit Bank on demand at the rate specified in Section 5.11 for overdue principal on the Loansa security interest therein.

Reimbursement Obligation of the Borrowers. In order to induce the Letter of Credit Banks to issue, extend and renew each Letter of Credit and the Banks to participate therein, the Borrowers hereby jointly and severally agree Each Borrower agrees to reimburse or pay to the Agent, each Issuing Lender for the account amount of the applicable Letter of Credit Bank or, with respect to each Letter of Credit issued, extended or renewed by such Letter of Credit Bank hereunder, (a) except as otherwise expressly provided such draft so paid and (b) any Other Taxes or expenses incurred by such Issuing Lender in Section 4.2(bconnection with such payment (the amounts described in the foregoing clauses (a) and (cb) in respect of any drawing, collectively, the “Payment Amount”), on each date the Business Day that any draft presented under such Letter Borrower receives notice of Credit such draft, if such notice is honored by any Letter of Credit Bankreceived on such day (or if such Borrower shall have received such notice later than 10:00 A.M. New York City time on such Business Day, or any Letter of Credit Bank otherwise makes a payment with respect thereto, (i) on the amount paid by such Letter of Credit Bank under or with respect to such Letter of Credit, and (ii) the amount of any taxes, fees, charges or other costs and expenses whatsoever incurred by such Letter of Credit Bank in connection with any payment made by such Letter of Credit Bank under, or with respect to, such Letter 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 Agent for the benefit of the Letter of Credit Banks, the Banks and the Agent as cash collateral for all Reimbursement Obligations, and (c) upon the termination of the Total Commitment, or the acceleration of the Reimbursement Obligations with respect to all Letters of Credit in accordance with Section 13, an amount equal to the then Maximum Drawing Amount on all Letters of Credit, which amount shall be held by the Agent for the benefit of the Letter of Credit Banks, Banks and the Agent as cash collateral for all Reimbursement Obligationsimmediately following Business Day). 48 -40- Each such payment shall be made to the Agent such Issuing Lender at its address for the account of the applicable Letter of Credit Bank at the Agent's Head Office notices specified herein in Dollars and in immediately available funds. Interest shall be payable on any and all amounts remaining unpaid by the Borrowers under this Section 4.2 at any time each Payment Amount from the date such amounts become due and payable (whether as stated in this Section 4.2, by acceleration or otherwise) of the applicable drawing until payment in full at the rate set forth in (whether before or after judgmenti) shall be payable to until the second Business Day following the date of the applicable drawing, Section 5.8(b) and (ii) thereafter, Section 5.8(c). Each drawing under any Letter of Credit Bank on demand at shall (unless an event of the rate type described in Section 10(g), (h) or (i) shall have occurred and be continuing with respect to the Borrower for whose account such Letter of Credit was issued, in which case the procedures specified in Section 5.11 4.4(a) for overdue principal funding by L/C Participants shall apply) constitute a request by such Borrower to the Administrative Agent for a borrowing pursuant to Section 3.2 of Base Rate Loans in the amount of such drawing. The Borrowing Date with respect to such borrowing shall be the first date on which a borrowing of Revolving Credit Loans could be made, pursuant to Section 3.2, if the LoansAdministrative Agent had received a notice of such borrowing at the time the Administrative Agent receives notice from the relevant Issuing Lender of such drawing under such Letter of Credit.

Reimbursement Obligation of the Borrowers. In order Each of the Borrowers agree to induce reimburse each Issuing Lender, on the next Business Day after each date on which such Issuing Lender notifies such Borrower of the date and amount of a draft presented under any Letter of Credit Banks to issue, extend and renew each Letter of Credit and the Banks to participate therein, the Borrowers hereby jointly and severally agree to reimburse or pay to the Agent, issued for the account of such Borrower and paid by the applicable Letter Issuing Lender, for the amount of Credit Bank or, with respect to each Letter of Credit issued, extended or renewed by such Letter of Credit Bank hereunder, (a) except as otherwise expressly provided in Section 4.2(b) such draft so paid and (c), on each date that any draft presented under such Letter of Credit is honored by any Letter of Credit Bank, or any Letter of Credit Bank otherwise makes a payment with respect thereto, (ib) the amount paid by such Letter of Credit Bank under or with respect to such Letter of Credit, and (ii) the amount of any taxes, fees, charges or other costs and or expenses whatsoever incurred by such Letter of Credit Bank the Issuing Lender in connection with any such payment made by such Letter of Credit Bank under, or with respect to, such Letter of Credit, (the amounts described in the foregoing clauses (a) and (b) upon the reduction (but not termination) in respect of the Total Commitment to an amount less than the Maximum Drawing Amountany drawing, an amount equal to such difference, which amount shall be held by the Agent for the benefit of the Letter of Credit Bankscollectively, the Banks and the Agent as cash collateral for all Reimbursement Obligations, and (c) upon the termination of the Total Commitment, or the acceleration of the Reimbursement Obligations with respect to all Letters of Credit in accordance with Section 13, an amount equal to the then Maximum Drawing Amount on all Letters of Credit, which amount shall be held by the Agent for the benefit of the Letter of Credit Banks, Banks and the Agent as cash collateral for all Reimbursement Obligations"PAYMENT AMOUNT"). 48 -40- Each such payment shall be made to the Agent such Issuing Lender at its address for the account notices specified herein in lawful money of the applicable Letter United States of Credit Bank at the Agent's Head Office America and in immediately available funds. Interest shall be payable on any and all amounts remaining unpaid by the Borrowers under this Section 4.2 at any time each Payment Amount from the date such amounts become due and payable (whether as stated in this Section 4.2, by acceleration or otherwise) of the applicable drawing until payment in full at the rate set forth in (whether before or after judgmenti) shall be payable to until the second Business Day following the date of the applicable drawing, Section 2.11(b) and (ii) thereafter, Section 2.11(c). Each drawing under any Letter of Credit Bank on demand at issued for the rate account of a Borrower 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 Borrowers, in which case the procedures specified in Section 5.11 3.4 for overdue principal funding by L/C Participants shall apply) constitute a request by such Borrower to the Administrative Agent for a borrowing pursuant to Section 2.2 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 2.4 of Swing Line Loans, in the amount of such drawing. The Borrowing Date with respect to such borrowing shall be the first date on which a borrowing of Revolving Credit Loans (or, if applicable, Swing Line Loans) could be made, pursuant to Section 2.2 (or, if applicable, Section 2.4), if the LoansAdministrative Agent had received a notice of such borrowing at the time the Administrative Agent receives notice from the relevant Issuing Lender of such drawing under such Letter of Credit.

Reimbursement Obligation of the Borrowers. In order to induce the Letter of Credit Banks Agent to issue, extend and renew each Letter of Credit and the Banks to participate therein, the Borrowers hereby jointly and severally agree to reimburse or pay to the Agent, for the account of the applicable Letter of Credit Bank orAgent or (as the case may be) the Banks, with respect to each Letter of Credit issued, extended or renewed by such Letter of Credit Bank the Agent hereunder, (a) except as otherwise expressly provided in Section 4.2(b) and (c), on each date that any draft presented under such Letter of Credit is honored by any Letter of Credit Bankthe Agent, or any Letter of Credit Bank the Agent otherwise makes a payment with respect theretounder or pursuant to such Letter of Credit, (i) the amount paid by the Agent under or pursuant to such Letter of Credit Bank under or with respect (it being understood that such payment to such Letter the Agent may, subject to the satisfaction of Creditthe conditions set forth therein, be made from the proceeds of a Loan made to the Borrowers pursuant to 2.6A), and (ii) the amount of any customary taxes, fees, charges or other reasonable costs and expenses whatsoever incurred by such Letter of Credit the Agent or any Bank in connection with any payment made by such Letter of Credit the Agent or any Bank under, or with respect pursuant to, such Letter of CreditCredit (to the extent the reimbursement and payment of such taxes, fees, charges, costs, or expenses are not otherwise provided for elsewhere in this Agreement and excluding therefrom any amount payable to the Agent by a Bank pursuant to Section 4.3), (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 Agent for the benefit of the Letter of Credit Banks, the Banks and the Agent as cash collateral for all Reimbursement the Obligations, and (c) upon the termination of the Total Commitment, Commitment or the acceleration of the Reimbursement Obligations with respect to all Letters of Credit in accordance with Section 13, an amount equal to the then Maximum Drawing Amount on of all Letters of Credit, which amount shall be held by the Agent for the benefit of the Letter of Credit Banks, Banks Lenders and the Agent as cash collateral for all Reimbursement the Obligations. 48 -40- Each such payment shall be made to the Agent for at 100 Federal Stree▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇▇▇▇ely available funds or (in the account case of clause (a)) from the direct application of the applicable Letter proceeds of Credit Bank at the Agent's Head Office in immediately available fundsa Loan made pursuant to 2.6A hereof. Interest on any and all amounts remaining unpaid by the Borrowers under this Section 4.2 at any time from the date such amounts become due and payable (whether as stated in this Section 4.2, by acceleration or otherwise) until payment in full (whether before or after judgment) shall be payable to the applicable Letter of Credit Bank Agent on demand at the rate specified in Section 5.11 5.8 for overdue principal on of the Loans.

Reimbursement Obligation of the Borrowers. In order to induce the event of any drawing under any Letter of Credit Banks to issue, extend and renew each Letter of Credit and the Banks to participate thereinCredit, the Borrowers hereby jointly and severally agree to reimburse (either with the proceeds of a Revolving Credit Loan obtained as provided herein or pay to the Agent, for the account of the applicable Letter of Credit Bank or, with respect to each Letter of Credit issued, extended or renewed by such Letter of Credit Bank hereunder, (a) except as otherwise expressly provided in Section 4.2(b) and (cfunds from other sources), in same day funds, the Issuing Lender on each date that any on which the Issuing Lender notifies the Borrowers of the date and amount of a draft presented paid under such Letter of Credit is honored by any Letter of Credit Bank, or any Letter of Credit Bank otherwise makes a payment with respect thereto, (i) the amount paid by such Letter of Credit Bank under or with respect to such Letter of Credit, and (ii) for the amount of (a) such draft so paid and (b) any taxes, fees, charges or other costs and or expenses whatsoever incurred by such Letter of Credit Bank the Issuing Lender in connection with any payment made by such Letter payment. Unless the Borrowers shall immediately notify the Issuing Lender that the Borrowers intend to reimburse the Issuing Lender for such drawing from other sources of Credit Bank underfunds, or with respect to, the Borrowers shall be deemed to have timely given a Notice of Borrowing to the Administrative Agent requesting that the Lenders make a Base Rate Loan on such Letter date in the amount of Credit, (a) such draft so paid and (b) upon any taxes, fees, charges or other costs or expenses incurred by the reduction (but Issuing Lender in connection with such payment, regardless of whether or not termination) the conditions precedent specified in ARTICLE VI have been satisfied, and 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 Total Commitment related drawing and costs and expenses. If the Borrowers shall fail to an amount less than reimburse the Maximum Drawing Amount, an amount equal to such difference, which amount shall be held by the Agent for the benefit of the Letter of Credit BanksIssuing Lender as provided above, the Banks and the Agent as cash collateral for all Reimbursement Obligations, and (c) upon the termination unreimbursed amount of the Total Commitment, or the acceleration of the Reimbursement Obligations with respect to all Letters of Credit in accordance with Section 13, an amount equal to the then Maximum Drawing Amount on all Letters of Credit, which amount such drawing shall be held by the Agent for the benefit of the Letter of Credit Banks, Banks and the Agent as cash collateral for all Reimbursement Obligations. 48 -40- Each such payment shall be made to the Agent for the account of the applicable Letter of Credit Bank bear interest at the Agent's Head Office in immediately available funds. Interest rate which would be payable on any and all amounts remaining unpaid by the Borrowers under this Section 4.2 at any time outstanding Base Rate Loans which were then overdue from the date such amounts become due and payable (whether as at stated in this Section 4.2maturity, by acceleration or otherwise) until payment in full (whether before or after judgment) shall be payable to the applicable Letter of Credit Bank on demand at the rate specified in Section 5.11 for overdue principal on the Loansfull.