Common use of Reimbursement Clause in Contracts

Reimbursement. If the Issuing Bank shall make any LC Disbursement in respect of a Letter of Credit, the Borrowers shall reimburse such LC Disbursement by paying to the Administrative Agent an amount equal to such LC Disbursement (i) not later than 11:00 a.m., Chicago time, on the date that such LC Disbursement is made, if the Borrower Representative shall have received notice of such LC Disbursement prior to 9:00 a.m., Chicago time, on such date, or, (ii) if such notice has not been received by the Borrower Representative prior to such time on such date, then not later than 11:00 a.m., Chicago time, on (A) the Business Day that the Borrower Representative receives such notice, if such notice is received prior to 9:00 a.m., Chicago time, on the day of receipt, or (B) the Business Day immediately following the day that the Borrower Representative receives such notice, if such notice is not received prior to such time on the day of receipt; provided that the Borrowers may, subject to the conditions to borrowing set forth herein, request in accordance with Section 2.03 or 2.05 that such payment be financed with an ABR Revolving Borrowing or Swingline Loan in an equivalent amount and, to the extent so financed, the Borrowers’ obligation to make such payment shall be discharged and replaced by the resulting ABR Revolving Borrowing or Swingline Loan. If the Borrowers fail to make such payment when due, the Administrative Agent shall notify each Revolving Lender of the applicable LC Disbursement, the payment then due from the Borrowers in respect thereof and such Lender’s Applicable Percentage thereof. Promptly following receipt of such notice, each Revolving Lender shall pay to the Administrative Agent its Applicable Percentage of the payment then due from the Borrowers, in the same manner as provided in Section 2.07 with respect to Loans made by such Lender (and Section 2.07 shall apply, mutatis mutandis, to the payment obligations of the Revolving Lenders), and the Administrative Agent shall promptly pay to the Issuing Bank the amounts so received by it from the Revolving Lenders. Promptly following receipt by the Administrative Agent of any payment from the Borrowers pursuant to this paragraph, the Administrative Agent shall distribute such payment to the Issuing Bank or, to the extent that Revolving Lenders have made payments pursuant to this paragraph to reimburse the Issuing Bank, then to such Lenders and the Issuing Bank as their interests may appear. Any payment made by a Revolving Lender pursuant to this paragraph to reimburse the Issuing Bank for any LC Disbursement (other than the funding of ABR Revolving Loans or a Swingline Loan as contemplated above) shall not constitute a Loan and shall not relieve the Borrowers of their obligation to reimburse such LC Disbursement.

Reimbursement. If the Issuing Bank shall make any LC Disbursement in respect of a Letter of Credit, the Borrowers shall reimburse such LC Disbursement by paying to the Administrative Agent an amount equal to such LC Disbursement (i) not later than 11:00 a.m., Chicago time, on the date that such LC Disbursement is made, if the Borrower Representative shall have received notice of such LC Disbursement prior to 9:00 a.m., Chicago time, on such date, or, (ii) if such notice has not been received by the Borrower Representative prior to such time on such date, then not later than 11:00 a.m., Chicago time, on (A) the Business Day that the Borrower Representative receives such notice, if such notice is received prior to 9:00 a.m., Chicago time, on the day of receipt, or (B) the Business Day immediately following the day that the Borrower Representative receives such notice, if such notice is not received prior to such time on the day of receipt; provided that the Borrowers may, subject to the conditions to borrowing set forth herein, request in accordance with Section 2.03 or 2.05 that such payment be financed with an ABR Revolving Borrowing or Swingline Loan in an equivalent amount and, to the extent so financed, the Borrowers’ obligation to make such payment shall be discharged and replaced by the resulting ABR Revolving Borrowing or Swingline Loan. If the Borrowers fail to make such payment when due, the Administrative Agent shall notify each Revolving Lender of the applicable LC Disbursement, the payment then due from the Borrowers in respect thereof and such Lender’s Applicable Percentage thereof. Promptly following receipt of such notice, each Revolving Lender shall pay to the Administrative Agent its Applicable Percentage of the payment then due from the Borrowers, in the same manner as provided in Section 2.07 with respect to Loans made by such Lender (and Section 2.07 shall apply, mutatis mutandis, to the payment obligations of the Revolving Lenders), and the Administrative Agent shall promptly pay to the Issuing Bank the amounts so received by it from the Revolving Lenders. Promptly following receipt by the Administrative Agent of any payment from the Borrowers pursuant to this paragraph, the Administrative Agent shall distribute such payment to the Issuing Bank or, to the extent that Revolving Lenders have made payments pursuant to this paragraph to reimburse the Issuing Bank, then to such Lenders and the Issuing Bank as their interests may appear. Any payment made by a Revolving Lender pursuant to this paragraph to reimburse the Issuing Bank for any LC Disbursement (other than the funding of ABR Revolving Loans or a Swingline Loan as contemplated above) shall not constitute a Loan and shall not relieve the Borrowers of their obligation to reimburse such LC Disbursement.

Reimbursement. If the any Issuing Bank shall make any LC Disbursement in respect of a Letter of Credit, the Borrowers Borrower shall reimburse such LC Disbursement by paying to the Administrative Agent an amount equal to such LC Disbursement (i) not later than 11:00 a.m.5:00 p.m., Chicago New York City time, on the date that such LC Disbursement is made, if the Borrower Representative shall have received notice of such LC Disbursement prior to 9:00 10:00 a.m., Chicago New York City time, on such date, or, (ii) if such notice has not been received by the Borrower Representative prior to such time on such date, then not later than 11:00 a.m.5:00 p.m., Chicago New York City time, on (Ai) the Business Day that the Borrower Representative receives such notice, if such notice is received prior to 9:00 10:00 a.m., Chicago New York City time, on the day of receipt, or (Bii) the Business Day immediately following the day that the Borrower Representative receives such notice, if such notice is not received prior to such time on the day of receipt; provided that the Borrowers Borrower may, at its election and subject to the conditions to borrowing set forth herein, request in accordance with Section 2.03 or 2.05 Section 2.04, as applicable, that such payment be financed with an ABR Revolving Borrowing (if such LC Disbursement is not less than $1,000,000) or a Swingline Loan in an equivalent amount and, to the extent so financed, the Borrowers’ Borrower’s obligation to make such payment shall be discharged and replaced by the resulting ABR Revolving Borrowing or Swingline Loan. If the Borrowers fail Borrower fails to make such payment when due, the Administrative Agent shall notify each Revolving Lender of the applicable LC Disbursement, the payment then due from the Borrowers Borrower in respect thereof and such Lender’s Applicable Percentage thereof. Promptly following receipt of such notice, each Revolving Lender shall pay to the Administrative Agent its Applicable Percentage of the payment then due from the BorrowersBorrower, in the same manner as provided in Section 2.07 2.06 with respect to Loans made by such Lender (and Section 2.07 2.06 shall apply, mutatis mutandis, to the payment obligations of the Revolving Lenders), and the Administrative Agent shall promptly pay remit to the applicable Issuing Bank the amounts so received by it from the Revolving Lenders. Promptly following receipt by the Administrative Agent of any payment from the Borrowers Borrower pursuant to this paragraph, the Administrative Agent shall distribute such payment to the applicable Issuing Bank or, to the extent that Revolving Lenders have made payments pursuant to this paragraph to reimburse the such Issuing Bank, then to such Lenders and the such Issuing Bank as their interests may appear. Any payment made by a Revolving Lender pursuant to this paragraph to reimburse the any Issuing Bank for any LC Disbursement (other than the funding of ABR Revolving Loans or a Swingline Loan as contemplated above) shall not constitute a Loan and shall not relieve the Borrowers Borrower of their its obligation to reimburse such LC Disbursement.

Reimbursement. If the Issuing Bank shall make any LC Disbursement in respect of a Letter of Credit, the Borrowers Borrower shall reimburse such LC Disbursement by paying to the Administrative Agent Issuing Bank an amount equal to such LC Disbursement (i) not later than 11:00 a.m.2:00 p.m., Chicago New York City time, on the date that such LC Disbursement is made, if the Borrower Representative shall have received notice of such LC Disbursement prior to 9:00 11:00 a.m., Chicago New York City time, on such date, or, (ii) if such notice has not been received by the Borrower Representative prior to such time time, on such date, then not later than 11:00 a.m.2:00 p.m., Chicago time, New York City time on (Ai) the Business Day that the Borrower Representative receives such notice, if such notice is received prior to 9:00 11:00 a.m., Chicago New York City time, on the day of receipt, or (Bii) the Business Day immediately following the day that the Borrower Representative receives such notice, if such notice is not received prior to such time on the day of receipt; provided provided, that the Borrowers Borrower may, subject to the conditions to borrowing set forth herein, request in accordance with Section 2.03 or 2.05 2.17 that such payment be financed with an ABR Revolving Borrowing or Swingline Loan in an equivalent amount and, to the extent so financed, the Borrowers’ Borrower’s obligation to make such payment shall be discharged and replaced by the resulting ABR Revolving Borrowing or Swingline Loan. If the Borrowers fail Borrower fails to make such payment when due, the Issuing Bank shall notify the Administrative Agent and the Administrative Agent shall notify each Revolving Lender of the applicable LC Disbursement, the payment then due from the Borrowers Borrower in respect thereof and such Lender’s Applicable Pro Rata Percentage thereof. Promptly following receipt of such notice, each Revolving Lender shall pay to the Administrative Agent its Applicable Pro Rata Percentage of the payment then due from the Borrowers, unreimbursed LC Disbursement in the same manner as provided in Section 2.07 2.02(f) with respect to Loans made by such Lender (and Section 2.07 shall apply, mutatis mutandis, to the payment obligations of the Revolving Lenders)Lender, and the Administrative Agent shall promptly pay to the Issuing Bank the amounts so received by it from the Revolving Lenders. Promptly following receipt by the Administrative Agent of any payment from the Borrowers Borrower pursuant to this paragraph, the Administrative Agent shall distribute such payment to the Issuing Bank orshall, to the extent that Revolving Lenders have made payments pursuant to this paragraph to reimburse the Issuing Bank, then distribute such payment to such Lenders and the Issuing Bank as their interests may appear. Any payment made by a Revolving Lender pursuant to this paragraph to reimburse the Issuing Bank for any LC Disbursement (other than the funding of ABR Revolving Loans or a Swingline Loan as contemplated above) shall not constitute a Loan and shall not relieve the Borrowers of their obligation to reimburse such LC Disbursement.may

Reimbursement. If the an Issuing Bank shall make any LC Disbursement in respect of a Letter of Credit, (i) the Borrowers applicable Account Party shall reimburse such LC Disbursement by paying to the Administrative Agent such Issuing Bank an amount equal to such LC Disbursement (i) not later than 11:00 a.m.12:00 noon, Chicago New York City time, on the date that such LC Disbursement is made, if the Borrower Representative such Account Party shall have received notice of such LC Disbursement prior to 9:00 10:00 a.m., Chicago New York City time, on such date, or, (ii) if such notice has not been received by the Borrower Representative such Account Party prior to such time on such date, then not later than 11:00 a.m.12:00 noon, Chicago New York City time, on (A) the Business Day that the Borrower Representative such Account Party receives such notice, if such notice is received prior to 9:00 10:00 a.m., Chicago New York City time, on the day of receipt, or (B) the Business Day immediately following the day that the Borrower Representative such Account Party receives such notice, if such notice is not received prior to such time on the day of receipt; provided that that, if such LC Disbursement is not less than $10,000,000, the Borrowers Parent Borrower may, subject to the conditions to borrowing set forth herein, request in accordance with Section 2.03 or 2.05 2.04 that such payment be financed with an ABR Revolving Borrowing by the Parent Borrower or a Swingline Loan to the Parent Borrower in an equivalent amount and, to the extent so financed, the Borrowers’ such Account Party’s obligation to make such payment shall be discharged and replaced by the resulting ABR Revolving Borrowing or Swingline Loan; or (ii) such Issuing Bank may, if arrangements to do so have been agreed upon in writing by the Parent Borrower, a Borrowing Subsidiary or an Account Party and such Issuing Bank, obtain reimbursement of such LC Disbursement by debiting directly from an account of the Parent Borrower, such Borrowing Subsidiary or such Account Party maintained with such Issuing Bank (or one of its Affiliates) an amount equal to such LC Disbursement; provided that the foregoing shall not be construed to prevent the applicable Account Party from reimbursing LC Disbursements of an Issuing Bank in accordance with alternate procedures agreed upon with such Issuing Bank, so long as such reimbursements are made no later than required under clause (i) above. If the Borrowers fail such Account Party fails to make such payment when duedue or the applicable Issuing Bank is unable to debit the designated account of the Parent Borrower, the Administrative relevant Borrowing Subsidiary or the relevant Account Party for the full amount of the LC Disbursement, in each case as provided in the preceding sentence, the applicable Issuing Bank shall notify the LC Agent (and upon receipt of such notice the LC Agent shall notify each Revolving Lender and the Administrative Agent) of the applicable LC Disbursement, the payment then due from the Borrowers such Account Party in respect thereof and (in the case of such notice from the LC Agent to each Lender) such Lender’s Applicable Percentage thereof. Promptly following receipt of such notice, each Revolving Lender shall pay to the Administrative Agent its Applicable Percentage of the payment then due from such Account Party (the Borrowers“Participation Amount”), in the same manner as provided in Section 2.07 2.06 with respect to Loans made by such Lender (and Section 2.07 2.06 shall apply, mutatis mutandis, to the payment obligations of the Revolving Lenders), and the Administrative Agent shall promptly pay to the applicable Issuing Bank the amounts so received by it from the Revolving Lenders. Promptly following receipt by the Administrative Agent of any payment from the Borrowers such Account Party pursuant to this paragraph, the Administrative Agent shall distribute such payment to the applicable Issuing Bank or, to the extent that Revolving Lenders have made payments pursuant to this paragraph to reimburse the such Issuing Bank, then to such Lenders and the such Issuing Bank as their interests may appear. Any payment made by a Revolving Lender pursuant to this paragraph to reimburse the an Issuing Bank for any LC Disbursement (other than the funding of ABR Revolving Loans or a Swingline Loan as contemplated above) shall not constitute a Loan and shall not relieve the Borrowers such Account Party of their its obligation to reimburse such LC Disbursement.

Reimbursement. If the an Issuing Bank shall make any LC Disbursement in respect of a Letter of Credit, the Borrowers Borrower shall reimburse such LC Disbursement by paying to the Administrative Agent an amount equal to in the applicable currency in which such Letter of Credit is issued the amount of such LC Disbursement (i) not later than 11:00 a.m.12:00 noon, Chicago New York City time, on the date that such LC Disbursement is made, if the Borrower Representative shall have received notice of such LC Disbursement prior to 9:00 10:00 a.m., Chicago New York City time, on such date, or, (ii) if such notice has not been received by the Borrower Representative prior to such time on such date, then not later than 11:00 a.m.12:00 noon, Chicago New York City time, on (Ai) the Business Day that the Borrower Representative receives such notice, if such notice is received prior to 9:00 10:00 a.m., Chicago New York City time, on the day of receipt, or (Bii) the Business Day immediately following the day that the Borrower Representative receives such notice, if such notice is not received prior to such time on the day of receipt; provided that that, if such LC Disbursement is payable in an Available Currency, the Borrowers Borrower may, subject to the conditions to borrowing set forth herein, request in accordance with Section 2.03 Sections 2.03, 2.04 or 2.05 2.05, as applicable, that such payment be financed with an ABR Revolving a Borrowing or Swingline Loan in an equivalent amount and, to the extent so financed, the Borrowers’ Borrower’s obligation to make such payment shall be discharged and replaced by the resulting ABR Revolving Borrowing or Swingline LoanBorrowing. If the Borrowers fail Borrower fails to make such payment when due, the Administrative Agent shall notify each Revolving Lender of the applicable LC Disbursement, the payment then due from the Borrowers Borrower in respect thereof and such Lender’s Applicable Percentage of the Dollar Equivalent amount thereof. Promptly following receipt of such notice, each Revolving Lender shall pay to the Administrative Agent in dollars its Applicable Percentage of the Dollar Equivalent amount of such payment then due from the BorrowersBorrower, in the same manner as provided in Section 2.07 with respect to Loans made by such Lender (and Section 2.07 shall apply, mutatis mutandis, to the payment obligations of the Revolving Lenders), and the Administrative Agent shall promptly pay to the applicable Issuing Bank the amounts so received by it from the Revolving Lenders. Promptly following receipt by the Administrative Agent of any payment from the Borrowers Borrower pursuant to this paragraph, the Administrative Agent shall distribute such payment to the applicable Issuing Bank or, to the extent that Revolving Lenders have made payments pursuant to this paragraph to reimburse the applicable Issuing Bank, then to such Lenders and the applicable Issuing Bank as their interests may appear. Any payment made by a Revolving Lender pursuant to this paragraph to reimburse the Issuing Bank for any LC Disbursement (other than the funding of ABR Revolving Loans or a Swingline Loan Borrowings as contemplated above) shall not constitute a Loan and shall not relieve the Borrowers Borrower of their its obligation to reimburse such LC Disbursement. To the extent that Lenders have made payments pursuant to this paragraph to reimburse an Issuing Bank in respect to an LC Disbursement, then all payments by the Borrower thereafter with respect to its reimbursement obligations relating to such LC Disbursement shall be in dollars and in the Dollar Equivalent amount thereof.

Reimbursement. If the Issuing Bank shall make any LC Disbursement in respect of a Letter of Credit, the Borrowers Borrower shall reimburse such LC Disbursement by paying to the Administrative Agent an amount equal to such LC Disbursement (i) not later than 11:00 a.m.3:00 pm, Chicago New York City time, on the date that such LC Disbursement is made, if the Borrower Representative shall have received notice of such LC Disbursement prior to 9:00 a.m.1:00 pm, Chicago New York City time, on such date, or, (ii) if such notice has not been received by the Borrower Representative prior to such time on such date, then not later than 11:00 a.m.2:00 pm, Chicago New York City time, on (Ai) the Business Day that the Borrower Representative receives such notice, if such notice is received prior to 9:00 a.m.1:00 pm, Chicago New York City time, on the day of receipt, or (Bii) the Business Day immediately following the day that the Borrower Representative receives such notice, if such notice is not received prior to such time on the day date of receipt; provided that that, if such LC Disbursement is not less than $100,000, the Borrowers Borrower may, subject to the conditions to borrowing set forth herein, request in accordance with Section 2.03 or 2.05 2.04 that such payment be financed with an ABR Revolving Borrowing or Swingline Loan in an equivalent amount and, to the extent so financed, the Borrowers’ Borrower’s obligation to make such payment shall be discharged and replaced by the resulting ABR Revolving Borrowing or Swingline Loan. If the Borrowers fail Borrower fails to make such payment when due, the Administrative Agent shall notify each Revolving Lender of the applicable LC Disbursement, the payment then due from the Borrowers Borrower in respect thereof and such Lender’s Applicable Percentage pro rata (based on its Revolving Loan Commitment) portion thereof. Promptly following receipt of such notice, each Revolving Lender shall pay to the Administrative Agent its Applicable Percentage pro rata (based on its Revolving Credit Commitment) portion of the payment then due from the BorrowersBorrower, in the same manner as provided in Section 2.07 2.06 with respect to Loans made by such Lender (and Section 2.07 2.06 shall apply, mutatis mutandis, to the payment obligations of the Revolving Lenders), and the Administrative Agent shall promptly pay to the Issuing Bank the amounts so received by it from the Revolving Lenders. Promptly following receipt by the Administrative Agent of any payment from the Borrowers Borrower pursuant to this paragraph, the Administrative Agent shall distribute such payment to the Issuing Bank or, to the extent that Revolving Lenders have made payments pursuant to this paragraph to reimburse the Issuing Bank, then to such Lenders and the Issuing Bank as their interests may appear. Any payment made by a Revolving Lender pursuant to this paragraph to reimburse the Issuing Bank for any LC Disbursement (other than the funding of ABR Revolving Loans or a Swingline Loan as contemplated above) shall not constitute a Loan and shall not relieve the Borrowers Borrower of their its obligation to reimburse such LC Disbursement.

Reimbursement. If the an Issuing Bank shall make any LC Disbursement in respect of a Letter of Credit, the Borrowers Borrower shall reimburse such LC Disbursement by paying to the Administrative Agent an amount equal to such LC Disbursement (i) not later than 11:00 a.m.12: 00 noon, Chicago New York City time, on the date that such LC Disbursement is made, if the Borrower Representative shall have received notice of such LC Disbursement prior to 9:00 a.m.10: 00 a. m., Chicago New York City time, on such date, or, (ii) if such notice has not been received by the Borrower Representative prior to such time on such date, then not later than 11:00 a.m.12: 00 noon, Chicago New York City time, on (Ai) the Business Day that the Borrower Representative receives such notice, if such notice is received prior to 9:00 a.m.10: 00 a. m., Chicago New York City time, on the day of receipt, or (Bii) the Business Day immediately following the day that the Borrower Representative receives such notice, if such notice is not received prior to such time on the day of receipt; provided that that, if such LC Disbursement is not less than the Borrowers applicable minimum borrowing amount set forth in Section 2.02(c), the Borrower may, subject to the conditions to borrowing set forth herein, request in accordance with Section 2.03 or 2.05 that such payment be financed with an ABR Revolving Borrowing or Swingline Loan in an equivalent amount and, to the extent so financed, the Borrowers’ Borrower’s obligation to make such payment shall be discharged and replaced by the resulting ABR Revolving Borrowing or Swingline Loan. If the Borrowers fail Borrower fails to make such payment when due, the Administrative Agent shall notify each Revolving Lender of the applicable LC Disbursement, the payment then due from the Borrowers Borrower in respect thereof and such Lender’s Applicable Percentage thereof. Promptly following receipt of such notice, each Revolving Lender shall pay to the Administrative Agent its Applicable Percentage of the payment then due from the BorrowersBorrower, in the same manner as provided in Section 2.07 with respect to Loans made by such Lender (and Section 2.07 shall apply, mutatis mutandis, to the payment obligations of the Revolving Lenders), and the Administrative Agent shall promptly pay to the applicable Issuing Bank the amounts so received by it from the Revolving Lenders. Promptly following receipt by the Administrative Agent of any payment from the Borrowers Borrower pursuant to this paragraph, the Administrative Agent shall distribute such payment to the applicable Issuing Bank or, to the extent that Revolving Lenders have made payments pursuant to this paragraph to reimburse the such Issuing Bank, then to such Lenders and the such Issuing Bank as their interests may appear. Any payment made by a Revolving Lender pursuant to this paragraph to reimburse the an Issuing Bank for any LC Disbursement (other than the funding of ABR Revolving Loans or a Swingline Loan as contemplated above) shall not constitute a Loan and shall not relieve the Borrowers Borrower of their its obligation to reimburse such LC Disbursement.

Reimbursement. If the an Issuing Bank shall make any LC Disbursement in respect of a Letter of Credit, the Borrowers Borrower shall reimburse such LC Disbursement by paying to the Administrative Paying Agent an amount equal to such LC Disbursement (i) not later than 11:00 a.m.12:00 noon, Chicago New York City time, on the date that such LC Disbursement is made, if the Borrower Representative shall have received notice of such LC Disbursement prior to 9:00 10:00 a.m., Chicago New York City time, on such date, or, (ii) if such notice has not been received by the Borrower Representative prior to such time on such date, then not later than 11:00 a.m.12:00 noon, Chicago New York City time, on (Ai) the Business Day that the Borrower Representative receives such notice, if such notice is received prior to 9:00 10:00 a.m., Chicago New York City time, on the day of receipt, or (Bii) the Business Day immediately following the day that the Borrower Representative receives such notice, if such notice is not received prior to such time on the day of receipt; provided that in the Borrowers case of a LC Disbursement in respect of an Alternate Currency Letter of Credit, the times of day referred to above in this clause (e) shall be deemed to be the local time at the place of payment; provided further that, if such LC Disbursement is denominated in dollars, the Borrower may, subject to the conditions to borrowing set forth herein, request in accordance with Section 2.03 or 2.05 that such payment be financed with an ABR Revolving Borrowing or Swingline Loan in an equivalent amount and, to the extent so financed, the Borrowers’ Borrower's obligation to make such payment shall be discharged and replaced by the resulting ABR Revolving Borrowing or Swingline Loan. If the Borrowers fail Borrower fails to make such payment when due, the Administrative Paying Agent shall notify each Revolving Lender of the applicable LC Disbursement, the payment then due from the Borrowers Borrower in respect thereof and such Lender’s 's Applicable Percentage thereof. Promptly following receipt of such noticenotice (but subject to Section 2.06(m), in the case of Alternate Currency Letters of Credit), each Revolving Lender shall pay to the Administrative Paying Agent its Applicable Percentage of the payment then due from the BorrowersBorrower, in the same manner as provided in Section 2.07 with respect to Loans made by such Lender (and Section 2.07 shall apply, mutatis mutandis, to the payment obligations of the Revolving Lenders), and the Administrative Paying Agent shall promptly pay to the applicable Issuing Bank the amounts so received by it from the Revolving Lenders. Promptly following receipt by the Administrative Paying Agent of any payment from the Borrowers Borrower pursuant to this paragraph, the Administrative Paying Agent shall distribute such payment to the applicable Issuing Bank or, to the extent that Revolving Lenders have made payments pursuant to this paragraph to reimburse the such Issuing Bank, then to such Lenders and the such Issuing Bank as their interests may appear. Any payment made by a Revolving Lender pursuant to this paragraph to reimburse the an Issuing Bank for any LC Disbursement (other than the funding of ABR Revolving Loans or a Swingline Loan as contemplated above) shall not constitute a Loan and shall not relieve the Borrowers Borrower of their its obligation to reimburse such LC Disbursement.

Reimbursement. If the Issuing Bank shall make any LC Disbursement in respect of a Letter of Credit, the Borrowers shall reimburse such LC Disbursement by paying to the Administrative Agent an amount equal to such LC Disbursement (i) not later than 11:00 a.m., Chicago California time, on the date that such LC Disbursement is made, if the Borrower Representative shall have received notice of such LC Disbursement prior to 9:00 a.m., Chicago California time, on such date, or, (ii) if such notice has not been received by the Borrower Representative prior to such time on such date, then not later than 11:00 a.m., Chicago California time, on (A) the Business Day that the Borrower Representative receives such notice, if such notice is received prior to 9:00 a.m., Chicago California time, on the day of receipt, or (B) the Business Day immediately following the day that the Borrower Representative receives such notice, if such notice is not received prior to such time on the day of receipt; provided that that, the Borrowers may, subject to the conditions to borrowing set forth herein, request in accordance with Section 2.03 or 2.05 that such payment be financed with an ABR a CBFR Revolving Borrowing or Swingline Loan in an equivalent amount and, to the extent so financed, the Borrowers’ obligation to make such payment shall be discharged and replaced by the resulting ABR CBFR Revolving Borrowing or Swingline Loan. If the Borrowers fail to make such payment when due, the Administrative Agent shall notify each Revolving Lender of the applicable LC Disbursement, the amount of the payment then due from the Borrowers in respect thereof and such Lender’s 's Applicable Percentage thereof. Promptly following receipt of such notice, each Revolving Lender shall pay to the Administrative Agent its Applicable Percentage of the payment then due from the Borrowers, in the same manner as provided in Section 2.07 with respect to Loans made by such Lender (and Section 2.07 shall apply, mutatis mutandis, to the payment obligations of the Revolving Lenders), and the Administrative Agent shall promptly pay to the Issuing Bank the amounts so received by it from the Revolving Lenders. Promptly following receipt by the Administrative Agent of any payment from the Borrowers pursuant to this paragraph, the Administrative Agent shall distribute such payment to the Issuing Bank or, to the extent that Revolving Lenders have made payments pursuant to this paragraph to reimburse the Issuing Bank, then to such Lenders and the Issuing Bank as their interests may appear. Any payment made by a Revolving Lender pursuant to this paragraph to reimburse the Issuing Bank for any LC Disbursement (other than the funding of ABR CBFR Revolving Loans or a Swingline Loan as contemplated above) shall not constitute a Loan and shall not relieve the Borrowers of their obligation to reimburse such LC Disbursement.

Reimbursement. If the any Issuing Bank shall make any LC Disbursement in respect of a Letter of Credit, the Borrowers Borrower shall reimburse such LC Disbursement by paying to the Administrative Agent an amount equal to such LC Disbursement (i) not later than 11:00 a.m.5:00 p.m., Chicago New York City time, on the date that such LC Disbursement is made, if the Borrower Representative shall have received notice of such LC Disbursement prior to 9:00 a.m.3:00 p.m., Chicago New York City time, on such date, or, (ii) if such notice has not been received by the Borrower Representative prior to such time on such date, then not later than 11:00 a.m.5:00 p.m., Chicago New York City time, on (Ai) the Business Day that the Borrower Representative receives such notice, if such notice is received prior to 9:00 a.m.3:00 p.m., Chicago New York City time, on the day of receipt, or (Bii) the Business Day immediately following the day that the Borrower Representative receives such notice, if such notice is not received prior to such time on the day of receipt; provided that that, notwithstanding the Borrowers amount requirements otherwise set forth in Section 2.02, the Borrower may, subject to the conditions to borrowing set forth herein, request in accordance with Section 2.03 or 2.05 2.04 that such payment be financed with an ABR Revolving Borrowing or Swingline Loan in an equivalent amount and, to the extent so financed, the Borrowers’ Borrower’s obligation to make such payment shall be discharged and replaced by the resulting ABR Revolving Borrowing or Swingline Loan. If the Borrowers fail Borrower fails to make such payment when due, the Administrative Agent shall notify each Revolving Lender of the applicable LC Disbursement, the payment then due from the Borrowers Borrower in respect thereof and such Lender’s Applicable Percentage thereof. Promptly following receipt of such notice, each Revolving Lender shall pay to the Administrative Agent its Applicable Percentage of the payment then due from the BorrowersBorrower, in the same manner as provided in Section 2.07 2.06 with respect to Loans made by such Lender (and Section 2.07 2.06 shall apply, mutatis mutandis, to the payment obligations of the Revolving Lenders), and the Administrative Agent shall promptly pay to the relevant Issuing Bank the amounts so received by it from the Revolving Lenders. Promptly following receipt by the Administrative Agent of any payment from the Borrowers Borrower pursuant to this paragraph, the Administrative Agent shall distribute such payment to the relevant Issuing Bank or, to the extent that Revolving Lenders have made payments pursuant to this paragraph to reimburse the such Issuing Bank, then to such Lenders and the such Issuing Bank as their interests may appear. Any payment made by a Revolving Lender pursuant to this paragraph to reimburse the an Issuing Bank for any LC Disbursement (other than the funding of ABR Revolving Loans or a Swingline Loan as contemplated above) shall not constitute a Loan and shall not relieve the Borrowers Borrower of their its obligation to reimburse such LC Disbursement.

Reimbursement. If the Issuing Bank shall make any LC Disbursement in respect of a Letter of Credit, the Borrowers Borrower shall reimburse such LC Disbursement by paying to the Administrative Agent an amount equal to such LC Disbursement (i) not later than 11:00 a.m.2:00 p.m., Chicago New York City time, on the date that such LC Disbursement is made, if the Borrower Representative shall have received notice of such LC Disbursement prior to 9:00 10:00 a.m., Chicago New York City time, on such date, or, (ii) if such notice has not been received by the Borrower Representative prior to such time on such date, then not later than 11:00 a.m.2:00 p.m., Chicago New York City time, on (Ai) the Business Day that the Borrower Representative receives such notice, if such notice is received prior to 9:00 10:00 a.m., Chicago New York City time, on the day of receipt, or (Bii) the Business Day immediately following the day that the Borrower Representative receives such notice, if such notice is not received prior to such time on the day of receipt; , provided that the Borrowers Borrower may, subject to the conditions to borrowing set forth herein, request in accordance with Section 2.03 or 2.05 2.04 that such payment be financed with an ABR Revolving Borrowing or Swingline Loan in an equivalent amount and, to the extent so financed, the Borrowers’ Borrower's obligation to make such payment shall be discharged and replaced by the resulting ABR Revolving Borrowing or Swingline Loan. If the Borrowers fail Borrower fails to make such payment when due, the Administrative Agent shall notify each Revolving Lender of the applicable LC Disbursement, the payment then due from the Borrowers Borrower in respect thereof and such Lender’s 's Applicable Percentage thereof. Promptly following receipt of such notice, each Revolving Lender shall pay to the Administrative Agent its Applicable Percentage of the payment then due from the BorrowersBorrower, in the same manner as provided in Section 2.07 2.06 with respect to Loans made by such Lender (and Section 2.07 2.06 shall apply, mutatis mutandis, to the payment obligations of the Revolving Lenders), and the Administrative Agent shall promptly pay to the Issuing Bank the amounts so received by it from the Revolving Lenders. Promptly following receipt by the Administrative Agent of any payment from the Borrowers Borrower pursuant to this paragraph, the Administrative Agent shall distribute such payment to the Issuing Bank or, to the extent that Revolving Lenders have made payments pursuant to this paragraph to reimburse the Issuing Bank, then to such Lenders and the Issuing Bank as their interests may appear. Any payment made by a Revolving Lender pursuant to this paragraph to reimburse the Issuing Bank for any LC Disbursement (other than the funding of ABR Revolving Loans or a Swingline Loan as contemplated above) shall not constitute a Loan and shall not relieve the Borrowers Borrower of their its obligation to reimburse such LC Disbursement.

Reimbursement. If the Issuing Bank shall make any LC Disbursement in respect of a Letter of Credit, the Borrowers Borrower shall reimburse such LC Disbursement by paying to the Administrative Agent an amount equal to such LC Disbursement (i) not later than 11:00 a.m.1:00 p.m., Chicago New York City time, on the date that such LC Disbursement is made, if the Borrower Representative shall have received notice of such LC Disbursement prior to 9:00 10:00 a.m., Chicago New York City time, on such date, or, (ii) if such notice has not been received by the Borrower Representative prior to such time on such date, then not later than 11:00 a.m.1:00 p.m., Chicago New York City time, on (Ai) the Business Day that the Borrower Representative receives such notice, if such notice is received prior to 9:00 10:00 a.m., Chicago New York City time, on the day of receipt, or (Bii) the Business Day immediately following the day that the Borrower Representative receives such notice, if such notice is not received prior to such time on the day of receipt; provided that the Borrowers Borrower may, subject to the conditions to borrowing set forth herein, request in accordance with Section 2.03 2.3 or 2.05 Section 2.5 that such payment be financed with an ABR Revolving Borrowing or Swingline Loan in an equivalent amount and, to the extent so financed, the Borrowers’ Borrower’s obligation to make such payment shall be discharged and replaced by the resulting ABR Revolving Borrowing or Swingline Loan. If the Borrowers fail Borrower fails to make such payment when due, the Administrative Agent shall notify each Revolving Lender of the applicable LC Disbursement, the payment then due from the Borrowers Borrower in respect thereof and such Revolving Lender’s Applicable Revolving Percentage thereof. Promptly following receipt of such notice, each Revolving Lender shall pay to the Administrative Agent its Applicable Revolving Percentage of the payment then due from the BorrowersBorrower, in the same manner as provided in Section 2.07 2.7 with respect to Revolving Loans made by such Revolving Lender (and Section 2.07 2.7 shall apply, mutatis mutandis, to the payment obligations of the Revolving Lenders), and the Administrative Agent shall promptly pay to the Issuing Bank the amounts so received by it from the Revolving Lenders. Promptly following receipt by the Administrative Agent of any payment from the Borrowers Borrower pursuant to this paragraph, the Administrative Agent shall distribute such payment to the Issuing Bank or, to the extent that Revolving Lenders have made payments pursuant to this paragraph to reimburse the Issuing Bank, then to such Revolving Lenders and the Issuing Bank as their interests may appear. Any payment made by a Revolving Lender pursuant to this paragraph to reimburse the Issuing Bank for any LC Disbursement (other than the funding of ABR Revolving Loans or a Swingline Loan as contemplated above) shall not constitute a Loan and shall not relieve the Borrowers Borrower of their its obligation to reimburse such LC Disbursement.

Reimbursement. If the Issuing Bank shall make any LC Disbursement in respect of a Letter of Credit, the Borrowers shall reimburse such LC Disbursement by paying to the Administrative Agent an amount equal to such LC Disbursement (i) not later than 11:00 a.m.2:00 p.m., Chicago time, on the date that such LC Disbursement is made, if the Borrower Representative shall have received notice of such LC Disbursement prior to 9:00 a.m., Chicago time, on such date, or, (ii) if such notice has not been received by the Borrower Representative prior to such time on such date, then not later than 11:00 a.m.2:00 p.m., Chicago time, on (A) the Business Day that the Borrower Representative receives such notice, if such notice is received prior to 9:00 a.m., Chicago time, on the day of receipt, or (B) the Business Day immediately following the day that the Borrower Representative receives such notice, if such notice is not received prior to such time on the day of receipt; provided that that, (x) if such LC Disbursement is denominated in dollars, the Borrowers may, subject to the conditions to borrowing set forth herein, request in accordance with Section 2.03 or 2.05 that such payment be financed with an ABR Revolving Borrowing or Swingline Loan in an equivalent amount or (y) if such LC Disbursement is denominated in an Alternative Currency, the Borrower may, subject to the conditions to borrowing set forth herein, request in accordance with Section 2.03 that such payment be converted into an equivalent amount of an ABR Revolving Borrowing denominated in dollars in an amount equal to the Dollar Equivalent of such Alternative Currency, and, in each case, to the extent so financed, the Borrowers’ Borrower’s obligation to make such payment shall be discharged and replaced by the resulting ABR Revolving Borrowing or Swingline LoanBorrowing. If the Borrowers fail to make such payment when due, the Administrative Agent shall notify each Revolving Lender of the applicable LC Disbursement, the amount of the payment then due from the Borrowers in respect thereof and such Lender’s Applicable Percentage thereof. Promptly following receipt of such notice, each Revolving Lender shall pay to the Administrative Agent its Applicable Percentage of the payment then due from the Borrowers, in the same manner as provided in Section 2.07 with respect to Loans made by such Lender (and Section 2.07 shall apply, mutatis mutandis, to the payment obligations of the Revolving Lenders), and the Administrative Agent shall promptly pay to the Issuing Bank the amounts so received by it from the Revolving Lenders. Promptly following receipt by the Administrative Agent of any payment from the Borrowers pursuant to this paragraph, the Administrative Agent shall distribute such payment to the Issuing Bank or, to the extent that Revolving Lenders have made payments pursuant to this paragraph to reimburse the Issuing Bank, then to such Lenders and the Issuing Bank as their interests may appear. Any payment made by a Revolving Lender pursuant to this paragraph to reimburse the Issuing Bank for any LC Disbursement (other than the funding of ABR Revolving Loans or a Swingline Loan as contemplated above) shall not constitute a Loan and shall not relieve the Borrowers of their obligation to reimburse such LC Disbursement.

Reimbursement. If the an Issuing Bank shall make any LC Disbursement in respect of a Letter of Credit, the Borrowers Requesting Borrower shall reimburse such LC Disbursement by paying to the Administrative Agent an amount equal to such LC Disbursement (i) not later than 11:00 a.m.2:00 p.m., Chicago New York City time, on the date that such LC Disbursement is made, if the such Requesting Borrower Representative shall have received notice of such LC Disbursement prior to 9:00 10:00 a.m., Chicago New York City time, on such date, or, (ii) if such notice has not been received by the such Requesting Borrower Representative prior to such time on such date, then not later than 11:00 a.m.(i) 2:00 p.m., Chicago New York City time, on (A) the Business Day that the such Requesting Borrower Representative receives such notice, if such notice is received prior to 9:00 10:00 a.m., Chicago time, New York City time on the day of receipt, or (Bii) 12:00 noon, New York City time, on the Business Day immediately following the day that the such Requesting Borrower Representative receives such notice, if such notice is not received prior to such time 10:00 a.m., New York City time, on the day of receipt; provided that the Borrowers such Requesting Borrower may, subject to the conditions to borrowing set forth herein, request in accordance with Section 2.03 or 2.05 that such payment be financed with an ABR Revolving a Borrowing or Swingline Loan in an equivalent amount and, to the extent so financed, the Borrowers’ such Requesting Borrower’s obligation to make such payment shall be discharged and replaced by the resulting ABR Revolving Borrowing or Swingline LoanBorrowing. If the Borrowers fail a Requesting Borrower fails to make such a payment when due, the Administrative Agent shall notify each Revolving Lender of the applicable LC Disbursement, the payment then due from the Borrowers such Requesting Borrower in respect thereof and such Lender’s Applicable Percentage thereof. Promptly following receipt of such notice, each Revolving Lender shall pay to the Administrative Agent its Applicable Percentage of the payment then due from the Borrowerssuch Requesting Borrower, in the same manner as provided in Section 2.07 2.04 with respect to Loans made by such Lender (and Section 2.07 2.04 shall apply, mutatis mutandis, to the payment obligations of the Revolving Lenders), and the Administrative Agent shall promptly pay to the applicable Issuing Bank the amounts so received by it from the Revolving Lenders. Promptly following receipt by the Administrative Agent of any payment from the Borrowers a Borrower pursuant to this paragraph, the Administrative Agent shall distribute such payment to the applicable Issuing Bank or, to the extent that Revolving the Lenders have made payments pursuant to this paragraph to reimburse the such Issuing Bank, then to such Lenders and the such Issuing Bank as their interests may appear. Any payment made by a Revolving Lender pursuant to this paragraph to reimburse the an Issuing Bank for any LC Disbursement (other than the funding of ABR Revolving Loans or a Swingline Loan as contemplated above) shall not constitute a Loan and shall not relieve the Borrowers applicable Borrower of their its obligation to reimburse such LC Disbursement.

Reimbursement. If the Issuing Bank shall make any LC Disbursement in respect of a Letter of Credit, the Borrowers shall reimburse such LC Disbursement by paying to the Administrative Agent an amount equal to such LC Disbursement (i) not later than 11:00 a.m., Chicago time, on the date that such LC Disbursement is made, if the Borrower Representative shall have received notice of such LC Disbursement prior to 9:00 a.m., Chicago time, on such date, or, (ii) if such notice has not been received by the Borrower Representative prior to such time on such date, then not later than 11:00 a.m., Chicago time, on (A) the Business Day that the Borrower Representative receives such notice, if such notice is received prior to 9:00 a.m., Chicago time, on the day of receipt, or (B) the Business Day immediately following the day that the Borrower Representative receives such notice, if such notice is not received prior to such time on the day of receipt; provided that that, the Borrowers may, subject to the conditions to borrowing set forth herein, request in accordance with Section 2.03 or 2.05 that such payment be financed with an ABR Revolving Borrowing or Swingline Loan in an equivalent amount and, to the extent so financed, the Borrowers’ obligation to make such payment shall be discharged and replaced by the resulting ABR Revolving Borrowing or Swingline Loan. If the Borrowers fail to make such payment when due, the Administrative Agent shall notify each Revolving Lender of the applicable LC Disbursement, the payment then due from the Borrowers in respect thereof and such Lender’s Applicable Percentage thereof. Promptly following receipt of such notice, each Revolving Lender shall pay to the Administrative Agent its Applicable Percentage of the payment then due from the Borrowers, in the same manner as provided in Section 2.07 with respect to Loans made by such Lender (and Section 2.07 shall apply, mutatis mutandis, to the payment obligations of the Revolving Lenders), and the Administrative Agent shall promptly pay to the Issuing Bank the amounts so received by it from the Revolving Lenders. Promptly following receipt by the Administrative Agent of any payment from the Borrowers pursuant to this paragraph, the Administrative Agent shall distribute such payment to the Issuing Bank or, to the extent that Revolving Lenders have made payments pursuant to this paragraph to reimburse the Issuing Bank, then to such Lenders and the Issuing Bank as their interests may appear. Any payment made by a Revolving Lender pursuant to this paragraph to reimburse the Issuing Bank for any LC Disbursement (other than the funding of ABR Revolving Loans or a Swingline Loan as contemplated above) shall not constitute a Loan and shall not relieve the Borrowers of their obligation to reimburse such LC Disbursement.. (f)

Reimbursement. If the Issuing Bank shall make any LC Disbursement in respect of a Letter of Credit, the Borrowers Borrower shall reimburse such LC Disbursement by paying to the Administrative Agent an amount equal to such LC Disbursement (i) not later than 11:00 a.m.3:00 p.m., Chicago New York City time, on the date that such LC Disbursement is made, if the Borrower Representative shall have received notice of such LC Disbursement prior to 9:00 10:00 a.m., Chicago New York City time, on such date, or, (ii) if such notice has not been received by the Borrower Representative prior to such time on such date, then not later than 11:00 a.m.(i) 3:00 p.m., Chicago New York City time, on (A) the Business Day that the Borrower Representative receives such notice, if such notice is received prior to 9:00 10:00 a.m., Chicago New York City time, on the day of receipt, or (Bii) 12:00 noon, New York City time, on the Business Day immediately following the day that the Borrower Representative receives such notice, if such notice is not received prior to such time 10:00 a.m., New York City time, on the day of receipt; , provided that that, if such LC Disbursement is not less than $500,000, the Borrowers Borrower may, subject to the conditions to borrowing set forth herein, request in accordance with Section 2.03 or 2.05 2.04 that such payment be financed with an ABR Revolving Borrowing or Swingline Loan in an equivalent amount and, to the extent so financed, the Borrowers’ Borrower’s obligation to make such payment shall be discharged and replaced by the resulting ABR Revolving Borrowing or Swingline Loan. If the Borrowers fail Borrower fails to make such payment when due, the Administrative Agent shall notify each Revolving Lender of the applicable LC Disbursement, the payment then due from the Borrowers Borrower in respect thereof and such Lender’s Applicable Percentage thereof. Promptly following receipt of such notice, each Revolving Lender shall pay to the Administrative Agent its Applicable Percentage of the payment then due from the BorrowersBorrower, in the same manner as provided in Section 2.07 2.06 with respect to Loans made by such Lender (and Section 2.07 2.06 shall apply, mutatis mutandis, to the payment obligations of the Revolving Lenders), and the Administrative Agent shall promptly pay to the Issuing Bank the amounts so received by it from the Revolving Lenders. Promptly following receipt by the Administrative Agent of any payment from the Borrowers Borrower pursuant to this paragraph, the Administrative Agent shall distribute such payment to the Issuing Bank or, to the extent that Revolving Lenders have made payments pursuant to this paragraph to reimburse the Issuing Bank, then to such Lenders and the Issuing Bank as their interests may appear. Any payment made by a Revolving Lender pursuant to this paragraph to reimburse the Issuing Bank for any LC Disbursement (other than the funding of ABR Revolving Loans or a Swingline Loan as contemplated above) shall not constitute a Loan and shall not relieve the Borrowers Borrower of their its obligation to reimburse such LC Disbursement.

Reimbursement. (i) If the an Issuing Bank shall make any LC Disbursement in respect of a Letter of Credit, the Borrowers Borrower shall reimburse such LC Disbursement by paying to the Administrative Agent an amount equal to such LC Disbursement (i) not later than 11:00 a.m.2:00 p.m., Chicago time, on the date that such LC Disbursement is made, if the Borrower Representative shall have received notice of such LC Disbursement prior to 9:00 a.m., Chicago time, on such date, or, (ii) if such notice has not been received by the Borrower Representative prior to such time on such date, then not later than 11:00 a.m., Chicago New York City time, on (A) the Business Day that the Borrower Representative receives notice of such noticeLC Disbursement, if such notice is received prior to 9:00 10:00 a.m., Chicago New York City time, on the day of receiptany Business Day, or (B) the Business Day immediately following the day that the Borrower Representative receives notice of such noticeLC Disbursement, if such notice is not received prior to such time on any Business Day or is received on a day that is not a Business Day; provided that, unless the Borrower shall have notified the Administrative Agent and the applicable Issuing Bank prior to 2:00 p.m., New York City time, on (A) the Business Day that the Borrower receives notice of such LC Disbursement, if such notice is received prior to 10:00 a.m., New York City time, on any Business Day, or (B) the Business Day immediately following the day of receipt; provided that the Borrowers mayBorrower receives notice of such LC Disbursement, if such notice is not received prior to such time on any Business Day or is received on a day that is not a Business Day, the Borrower shall be deemed to have given a timely Borrowing Request to the Administrative Agent requesting Revolving Lenders make Revolving Loans that are ABR Loans on such date in an amount in Dollars equal to such LC Disbursement, subject to the conditions to borrowing set forth herein, request in accordance with Section 2.03 or 2.05 that such payment be financed with an ABR Revolving Borrowing or Swingline Loan in an equivalent amount and, to the extent so financed, the Borrowers’ obligation to make such payment shall be discharged and replaced by the resulting ABR Revolving Borrowing or Swingline Loan. If the Borrowers fail to make such payment when due, the Administrative Agent shall notify each Revolving Lender of the applicable LC Disbursement, the payment then due from the Borrowers in respect thereof and such Lender’s Applicable Percentage thereof. Promptly following receipt of such notice, each Revolving Lender shall pay to the Administrative Agent its Applicable Percentage of the payment then due from the Borrowers, in the same manner as provided in Section 2.07 with respect to Loans made by such Lender (and Section 2.07 shall apply, mutatis mutandis, to the payment obligations unutilized portion of the Revolving Lenders), Commitments and satisfaction of the Administrative Agent shall promptly pay to the Issuing Bank the amounts so received by it from the Revolving Lenders. Promptly following receipt by the Administrative Agent of any payment from the Borrowers pursuant to this paragraph, the Administrative Agent shall distribute such payment to the Issuing Bank or, to the extent that Revolving Lenders have made payments pursuant to this paragraph to reimburse the Issuing Bank, then to such Lenders and the Issuing Bank as their interests may appear. Any payment made by a Revolving Lender pursuant to this paragraph to reimburse the Issuing Bank for any LC Disbursement (other than the funding of ABR Revolving Loans or a Swingline Loan as contemplated above) shall not constitute a Loan and shall not relieve the Borrowers of their obligation to reimburse such LC Disbursementconditions set forth in Section 4.02.

Reimbursement. If the an Issuing Bank shall make any LC Disbursement in respect of a Letter of CreditCredit issued by it, the Borrowers Borrower shall reimburse such LC Disbursement by paying to the Administrative Agent an amount equal to such LC Disbursement (i) not later than 11:00 a.m.12:00 noon, Chicago New York City time, on the date that such LC Disbursement is made, if the Borrower Representative shall have received notice of such LC Disbursement prior to 9:00 10:00 a.m., Chicago New York City time, on such date, or, (ii) if such notice has not been received by the Borrower Representative prior to such time on such date, then not later than 11:00 a.m.12:00 noon, Chicago New York City time, on (A) the Business Day that the Borrower Representative receives such notice, if such notice is received prior to 9:00 a.m., Chicago time, on the day of receipt, or (B) the Business Day immediately following the day that the Borrower Representative receives such notice, if such notice is not received prior to such time on the day of receipt; provided that the Borrowers Borrower may, subject to the conditions to borrowing set forth herein, request in accordance with Section 2.03 or 2.05 that such payment be financed with an ABR Revolving Borrowing or Swingline Loan in an equivalent amount of such LC Disbursement and, to the extent so financed, the Borrowers’ Borrower’s obligation to make such payment shall be discharged and replaced by the resulting ABR Revolving Borrowing or Swingline Loan. If the Borrowers fail Borrower fails to make such payment when due, the Administrative Agent shall notify each Revolving Lender of the applicable LC Disbursement, the payment then due from the Borrowers Borrower in respect thereof and such Lender’s Applicable Percentage thereof. Promptly following receipt of such notice, each Revolving Lender shall pay to the Administrative Agent its Applicable Percentage of the payment then due from the BorrowersBorrower, in the same manner as provided in Section 2.07 with respect to Loans made by such Lender (and Section 2.07 shall apply, mutatis mutandis, to the payment obligations of the Revolving Lenders), and the Administrative Agent shall promptly pay to the applicable Issuing Bank the amounts so received by it from the Revolving Lenders. Promptly following receipt by the Administrative Agent of any payment from the Borrowers Borrower pursuant to this paragraph, the Administrative Agent shall distribute such payment to the applicable Issuing Bank or, to the extent that Revolving Lenders have made payments pursuant to this paragraph to reimburse the applicable Issuing Bank, then to such Lenders and the applicable Issuing Bank as their interests may appear. Any payment made by a Revolving Lender pursuant to this paragraph to reimburse the applicable Issuing Bank for any LC Disbursement (other than the funding of ABR Revolving Loans or a Swingline Loan as contemplated above) shall not constitute a Loan and shall not relieve the Borrowers Borrower of their its obligation to reimburse such LC Disbursement.

Reimbursement. If the any Issuing Bank shall make any LC Disbursement in respect of a Letter of CreditCredit issued by such Issuing Bank, the Borrowers Borrower shall reimburse such LC Disbursement by paying to the Administrative Agent an amount equal to such LC Disbursement (i) not later than 11:00 a.m.1:00 p.m., Chicago Houston time, on the date that third day after such LC Disbursement is made, if the Borrower Representative shall have received notice of such LC Disbursement prior to 9:00 a.m., Chicago Houston time, on such date, or, (ii) if such notice has not been received by the Borrower Representative prior to such time on such date, then not later than 11:00 a.m.1:00 p.m., Chicago Houston time, on (Ai) the Business Day that third day after the Borrower Representative receives such notice, if such notice is received prior to 9:00 a.m., Chicago Houston time, on the day of receipt, or (Bii) the Business Day immediately following the third day that after the Borrower Representative receives such notice, if such notice is not received prior to such time on the day of receipt; provided that if such LC Disbursement is less than or equal to $1,000,000, the Borrowers mayBorrower shall, subject to the conditions to borrowing Borrowing set forth herein, be deemed to have requested, and the Borrower does hereby request in accordance with Section 2.03 or 2.05 under such circumstances, that such payment be financed with a Eurodollar Borrowing with an ABR Revolving Borrowing or Swingline Loan Interest Period of one month in an equivalent amount and, to the extent so financed, the Borrowers’ Borrower’s obligation to make such payment shall be discharged and replaced by the resulting ABR Revolving Borrowing or Swingline LoanEurodollar Borrowing. If the Borrowers fail Borrower fails to make such payment when due, the Administrative Agent shall notify each Revolving New Money Lender of the applicable LC Disbursement, the payment then due from the Borrowers Borrower in respect thereof and such New Money Lender’s Applicable Percentage thereof. Promptly following receipt of such notice, each Revolving New Money Lender shall pay to the Administrative Agent its Applicable Percentage of the payment then due from the BorrowersBorrower, in the same manner as provided in Section 2.07 2.05 with respect to New Money Loans made by such New Money Lender (and Section 2.07 2.05 shall apply, mutatis mutandis, to the payment obligations of the Revolving Lenders), and the Administrative Agent shall promptly pay to the Issuing Bank that issued such Letter of Credit the amounts so received by it from the Revolving New Money Lenders. Promptly following receipt by the Administrative Agent of any payment from the Borrowers Borrower pursuant to this paragraphSection 2.08(e), the Administrative Agent shall distribute such payment to the Issuing Bank that issued such Letter of Credit or, to the extent that Revolving New Money Lenders have made payments pursuant to this paragraph Section 2.08(e) to reimburse the such Issuing Bank, then to such New Money Lenders and the such Issuing Bank as their interests may appear. Any payment made by a Revolving New Money Lender pursuant to this paragraph Section 2.08(e) to reimburse the any Issuing Bank for any LC Disbursement (other than the funding of ABR Revolving Eurodollar Loans or a Swingline Loan as contemplated above) shall not constitute a New Money Loan and shall not relieve the Borrowers Borrower of their its obligation to reimburse such LC Disbursement. Any LC Disbursement not reimbursed by the Borrower or funded as a New Money Loan prior to 1:00 p.m., Houston time on the date such Disbursement is made, shall bear interest for each such day such Disbursement is outstanding at rate per annum then applicable to Eurodollar Loans.

Reimbursement. If the Issuing Bank shall make any LC Disbursement in respect of a Letter of Credit, the Borrowers shall reimburse such LC Disbursement by paying to the Administrative Agent an amount equal to such LC Disbursement (i) not later than 11:00 a.m., Chicago New York City time, on the date that such LC Disbursement is made, if the Borrower Representative shall have received notice of such LC Disbursement prior to 9:00 a.m., Chicago New York City time, on such date, or, or (ii) if such notice has not been received by the Borrower Representative prior to such time on such date, then not later than 11:00 a.m., Chicago New York City time, on (A) the Business Day that the Borrower Representative receives such notice, if such notice is received prior to 9:00 a.m., Chicago time, on the day of receipt, or (B) the Business Day immediately following the day that the Borrower Representative receives such notice, if such notice is not received prior to such time on the day of receipt; provided that the Borrowers may, subject to the conditions to borrowing set forth herein, request in accordance with Section 2.03 or Section 2.05 that such payment be financed with an ABR a Base Rate Revolving Borrowing or Swingline Loan in an equivalent amount and, to the extent so financed, the Borrowers’ obligation to make such payment shall be discharged and replaced by the resulting ABR Base Rate Revolving Borrowing or Swingline Loan. If the Borrowers fail to make such payment when due, the Administrative Agent shall notify each Revolving Lender of the applicable LC Disbursement, the payment then due from the Borrowers in respect thereof and such Lender’s Applicable Percentage thereof. Promptly following receipt of such notice, each Revolving Lender shall pay to the Administrative Agent its Applicable Percentage of the payment then due from the Borrowers, in the same manner as provided in Section 2.07 with respect to Loans made by such Lender (and Section 2.07 shall apply, mutatis mutandis, to the payment obligations of the Revolving Lenders), and the Administrative Agent shall promptly pay to the Issuing Bank the amounts so received by it from the Revolving Lenders. Promptly following receipt by the Administrative Agent of any payment from the Borrowers pursuant to this paragraph, the Administrative Agent shall distribute such payment to the Issuing Bank or, to the extent that Revolving Lenders have made payments pursuant to this paragraph to reimburse the Issuing Bank, then to such Lenders and the Issuing Bank as their interests may appear. Any payment made by a Revolving Lender pursuant to this paragraph to reimburse the Issuing Bank for any LC Disbursement (other than the funding of ABR Base Rate Revolving Loans or a Swingline Loan as contemplated above) shall not constitute a Loan and shall not relieve the Borrowers of their obligation to reimburse such LC Disbursement.

Reimbursement. If the an Issuing Bank Lender shall make any LC Disbursement in respect of a Letter of Credit, the Borrowers relevant Borrower shall reimburse such Issuing Lender in respect of such LC Disbursement by paying to the Administrative Agent an amount equal to such LC Disbursement (i) not later than 11:00 a.m.12:00 noon, Chicago time, on the date that such LC Disbursement is made, if the Borrower Representative shall have received notice of such LC Disbursement prior to 9:00 a.m., Chicago time, on such date, or, (ii) if such notice has not been received by the Borrower Representative prior to such time on such date, then not later than 11:00 a.m., Chicago New York City time, on (Ai) the Business Day that the relevant Borrower Representative receives notice that such noticeLC Disbursement has been made, if such notice is received prior to 9:00 10:00 a.m., Chicago New York City time, on the day of receipt, or (Bii) the Business Day immediately following the day that the relevant Borrower Representative receives such notice, if such notice is not received prior to such time on the day of receipttime; provided that the Borrowers relevant Borrower may, subject to the conditions to borrowing set forth herein, request in accordance with Section 2.03 or 2.05 that such payment be financed with an all or any portion of a Revolving ABR Revolving Borrowing or Swingline Loan in an equivalent amount permitted under Section 2.02(c) (in the event that such LC Disbursement was made in an Alternative Currency, such Borrowing Request shall be for the Dollar Equivalent of the amount of such LC Disbursement) and, to the extent so financed, the Borrowers’ relevant Borrower’s obligation to make such payment shall be discharged and replaced by the resulting Revolving ABR Revolving Borrowing (or Swingline Loanthe applicable portion thereof). Each such payment shall be made to the Issuing Lender in the currency in which such Letter of Credit is denominated (except that, in the case of any Letter of Credit denominated in an Alternative Currency, in the event that such payment is not made to the Issuing Lender within three Business Days of the date of receipt by the relevant Borrower of such notice, upon notice by the Issuing Lender to the Borrower, such payment shall be made in Dollars, in an amount equal to the Dollar Equivalent of the amount of such payment) and in immediately available funds. Any conversion by the Issuing Lender of any payment to be made by a Borrower in respect of any Letter of Credit denominated in an Alternative Currency into Dollars in accordance with this Section 2.06(f) shall be conclusive and binding upon such Borrower and the Lenders in the absence of manifest error; provided that upon the request of any Lender, the Issuing Lender shall provide to such Lender a certificate including reasonably detailed information as to the calculation of such conversion. If a Borrower’s reimbursement of, or obligation to reimburse, any amounts in any Alternative Currency would subject the Borrowers fail Administrative Agent, the applicable Issuing Lender or any Lender to any duty, charge or stamp duty, ad valorem charge or similar tax that would not be payable if such reimbursement were made or required to be made in Dollars, the Borrower shall pay the amount of any such duty, charge or tax requested by the Administrative Agent, the relevant Issuing Lender or Lender. If any Borrower fails to make such payment when duedue in respect of any LC Disbursement relating to a Letter of Credit issued for its account, the Administrative Agent shall notify each Revolving Lender of the applicable LC Disbursement, the payment then due from the Borrowers in respect thereof such Borrower and such Lender’s Applicable Percentage thereof. Promptly following receipt of such notice, each Revolving Lender shall pay to the Administrative Agent its Applicable Percentage of the payment then due from the Borrowers, in the same manner as provided in Section 2.07 with respect to Loans made by such Lender (and Section 2.07 shall apply, mutatis mutandis, to the payment obligations of the Revolving Lenders), and the Administrative Agent shall promptly pay to the Issuing Bank the amounts so received by it from the Revolving Lenders. Promptly following receipt by the Administrative Agent of any payment from the Borrowers pursuant to this paragraph, the Administrative Agent shall distribute such payment to the Issuing Bank or, to the extent that Revolving Lenders have made payments pursuant to this paragraph to reimburse the Issuing Bank, then to such Lenders and the Issuing Bank as their interests may appear. Any payment made by a Revolving Lender pursuant to this paragraph to reimburse the Issuing Bank for any LC Disbursement (other than the funding of ABR Revolving Loans or a Swingline Loan as contemplated above) shall not constitute a Loan and shall not relieve the Borrowers of their obligation to reimburse such LC Disbursement.

Reimbursement. If the an Issuing Bank shall make any LC Disbursement in respect of a Letter of Credit, the Borrowers Borrower shall reimburse such Issuing Bank in respect of such LC Disbursement by paying to the Administrative Agent an amount equal to such LC Disbursement (i) in the Currency in which such Letter of Credit is denominated not later than 11:00 a.m.3:00 p.m., Chicago time, on the date that such LC Disbursement is made, if the Borrower Representative shall have received notice of such LC Disbursement prior to 9:00 a.m., Chicago time, on such date, or, (ii) if such notice has not been received by the Borrower Representative prior to such time on such date, then not later than 11:00 a.m., Chicago New York City time, on (Ai) the Business Day that the Borrower Representative receives notice of such noticeLC Disbursement, if such notice is received prior to 9:00 10:00 a.m., Chicago New York City time, on the day of receipt, or (Bii) the Business Day immediately following the day that the Borrower Representative receives such notice, if such notice is not received prior to such time on the day of receipttime; provided that that, if such LC Disbursement is not less than $1,000,000 and is denominated in Dollars, the Borrowers Borrower may, subject to the conditions to borrowing set forth hereinherein (other than any minimum amounts, including as set forth in Section 2.02(c)), request in accordance with Section 2.03 or 2.05 2.04 that such payment be financed with an a Syndicated ABR Revolving Borrowing or a Swingline Loan of the respective Class in an equivalent amount and, to the extent so financed, the Borrowers’ Borrower’s obligation to make such payment shall be discharged and replaced by the resulting Syndicated ABR Revolving Borrowing or Swingline Loan. If the Borrowers fail Borrower fails to make such payment when due, the Administrative Agent shall notify each Revolving affected Lender of the applicable LC Disbursement, the payment then due from the Borrowers Borrower in respect thereof and such Lender’s Applicable Percentage thereof. Promptly following receipt of such notice, each Revolving Lender shall pay to the Administrative Agent its Applicable Percentage of the payment then due from the BorrowersPercentage, in the same manner as provided case of a Letter of Credit denominated in Section 2.07 with respect to Loans made by Dollars, or such Lender (and Section 2.07 shall applyMulticurrency Lender’s Applicable Multicurrency Percentage, mutatis mutandisin the case of a Letter of Credit denominated in an Agreed Foreign Currency, to the payment obligations of the Revolving Lenders), and the Administrative Agent shall promptly pay to the Issuing Bank the amounts so received by it from the Revolving Lenders. Promptly following receipt by the Administrative Agent of any payment from the Borrowers pursuant to this paragraph, the Administrative Agent shall distribute such payment to the Issuing Bank or, to the extent that Revolving Lenders have made payments pursuant to this paragraph to reimburse the Issuing Bank, then to such Lenders and the Issuing Bank as their interests may appear. Any payment made by a Revolving Lender pursuant to this paragraph to reimburse the Issuing Bank for any LC Disbursement (other than the funding of ABR Revolving Loans or a Swingline Loan as contemplated above) shall not constitute a Loan and shall not relieve the Borrowers of their obligation to reimburse such LC Disbursementthereof.

Reimbursement. If the relevant Issuing Bank shall make any LC Disbursement in respect of a Letter of Credit, the Borrowers Borrower shall reimburse such LC Disbursement by paying to the Administrative Agent an amount equal to such LC Disbursement (i) not later than 11:00 a.m.12:00 noon, Chicago time, on the date that such LC Disbursement is made, if the Borrower Representative shall have received notice of such LC Disbursement prior to 9:00 a.m., Chicago time, on such date, or, (ii) if such notice has not been received by the Borrower Representative prior to such time on such date, then not later than 11:00 a.m., Chicago New York City time, on (Ai) the Business Day that the Borrower Representative receives notice of such noticeLC Disbursement, if such notice is received prior to 9:00 a.m., Chicago New York City time, on the day of receipt, or (Bii) 12:00 noon, New York City time, on the Business Day immediately following the day that the Borrower Representative receives such notice, if such notice is not received prior to such time after 9:00 a.m., New York City time, on the day of receipt; provided that that, if such LC Disbursement is greater than or equal to $1,000,000, the Borrowers Borrower may, subject to the conditions to borrowing set forth herein, request in accordance with Section 2.03 or 2.05 that such payment be financed with an ABR Revolving Borrowing or Swingline Loan in an equivalent amount of such LC Disbursement and, to the extent so financed, the Borrowers’ Borrower’s obligation to make such payment shall be discharged and replaced by the resulting ABR Revolving Borrowing or Swingline Loan. If the Borrowers fail Borrower fails to make such payment when due, the Administrative Agent shall notify each Revolving Lender of the applicable LC Disbursement, the payment then due from the Borrowers Borrower in respect thereof thereof, and such Lender’s Applicable Percentage thereof. Promptly following receipt of such notice, each Revolving Lender shall pay to the Administrative Agent its Applicable Percentage of the payment then due from the BorrowersBorrower, in the same manner as provided in Section 2.07 with respect to Loans made by such Lender (and Section 2.07 shall apply, mutatis mutandis, to the payment obligations of the Revolving Lenders), and the Administrative Agent shall promptly pay to the relevant Issuing Bank the amounts so received by it from the Revolving Lenders. Promptly following receipt by the Administrative Agent of any payment from the Borrowers Borrower pursuant to this paragraph, the Administrative Agent shall distribute such payment to the relevant Issuing Bank or, to the extent that Revolving Lenders have made payments pursuant to this paragraph to reimburse the relevant Issuing Bank, then to such Lenders and the relevant Issuing Bank Bank, as their interests may appear. Any payment made by a Revolving Lender pursuant to this paragraph to reimburse the relevant Issuing Bank for any LC Disbursement (other than the funding of ABR Revolving Loans or a Swingline Loan as contemplated above) shall not constitute a Loan and shall not relieve the Borrowers Borrower of their its obligation to reimburse such LC Disbursement.

Reimbursement. If the Issuing Bank shall make any LC Disbursement in respect of a Letter of Credit, the Borrowers Borrower shall reimburse such LC Disbursement by paying to the Administrative Agent an amount equal to such LC Disbursement (i) not later than 11:00 a.m.12:00 noon, Chicago New York City time, on the date that such LC Disbursement is made, if the Borrower Representative shall have received notice of such LC Disbursement prior to 9:00 10:00 a.m., Chicago New York City time, on such date, or, (ii) if such notice has not been received by the Borrower Representative prior to such time on such date, then not later than 11:00 a.m.12:00 noon, Chicago New York City time, on (Ai) the Business Day that the Borrower Representative receives such notice, if such notice is received prior to 9:00 10:00 a.m., Chicago New York City time, on the day of receipt, or (Bii) the Business Day immediately following the day that the Borrower Representative receives such notice, if such notice is not received prior to such time on the day of receipt; provided that that, if such LC Disbursement is not less than $500,000, the Borrowers Borrower may, subject to the conditions to borrowing set forth herein, request in accordance with Section 2.03 or 2.05 that such payment be financed with an ABR Revolving Borrowing or Swingline Loan in an equivalent amount of such LC Disbursement and, to the extent so financed, the Borrowers’ Borrower’s obligation to make such payment shall be discharged and replaced by the resulting ABR Revolving Borrowing or Swingline Loan. If the Borrowers fail Borrower fails to make such payment when due, the Administrative Agent shall notify each Revolving Lender of the applicable LC Disbursement, the payment then due from the Borrowers Borrower in respect thereof and such Lender’s Applicable Percentage thereof. Promptly following receipt of such notice, each Revolving Lender shall pay to the Administrative Agent its Applicable Percentage of the payment then due from the BorrowersBorrower, in the same manner as provided in Section 2.07 with respect to Loans made by such Lender (and Section 2.07 shall apply, mutatis mutandis, to the payment obligations of the Revolving Lenders), and the Administrative Agent shall promptly pay to the Issuing Bank the amounts so received by it from the Revolving Lenders. Promptly following receipt by the Administrative Agent of any payment from the Borrowers Borrower pursuant to this paragraph, the Administrative Agent shall distribute such payment to the Issuing Bank or, to the extent that Revolving Lenders have made payments pursuant to this paragraph to reimburse the Issuing Bank, then to such Lenders and the Issuing Bank as their interests may appear. Any payment made by a Revolving Lender pursuant to this paragraph to reimburse the Issuing Bank for any LC Disbursement (other than the funding of ABR Revolving Loans or a Swingline Loan as contemplated above) shall not constitute a Loan and shall not relieve the Borrowers Borrower of their its obligation to reimburse such LC Disbursement.

Reimbursement. If the applicable Issuing Bank shall make any LC Disbursement in respect of a Letter of Credit, the Borrowers applicable Borrower shall reimburse such LC Disbursement by paying to the Administrative Agent such Issuing Bank an amount equal to such LC Disbursement (i) not later than 11:00 a.m., Chicago 2:00 p.m. (New York City time, ) on the date that such LC Disbursement is made, if the such Borrower Representative shall have received notice of such LC Disbursement prior to 9:00 a.m., Chicago 10:00 a.m. (New York City time, ) on such date, or, or (ii) if such notice has not been received by the such Borrower Representative prior to such time 10:00 a.m. (New York City time) on such LC Disbursement date, then not later than 11:00 a.m., Chicago 2:00 p.m. (New York City time, ) on (Ax) the Business Day that the on which such Borrower Representative receives such notice, if such notice is received prior to 9:00 a.m., Chicago 10:00 a.m. (New York City time, ) on the such day of receipt, or (By) the Business Day immediately following the day that the on which such Borrower Representative receives such notice, if such notice is not received prior to 10:00 a.m. (New York City time) on such time on the day of receipt; provided that the Borrowers such Borrower may, subject to the conditions to borrowing set forth herein, request in accordance with Section 2.03 or 2.05 2.02 that such payment be financed with an ABR a Revolving Borrowing or Swingline Loan Credit Advance in an equivalent amount and, to the extent so financed, the Borrowers’ such Borrower's obligation to make such payment shall be discharged and replaced by the resulting ABR Revolving Borrowing or Swingline LoanCredit Advance. If the Borrowers fail such Borrower fails to make such payment when due, the applicable Issuing Bank shall notify the Administrative Agent and the Administrative Agent shall notify each Revolving Lender of the applicable LC Disbursement, the payment then due from the Borrowers such Borrower in respect thereof and such Lender’s 's Applicable Percentage thereof. Promptly following receipt of such notice, each Revolving Lender shall pay to the Administrative Agent its Applicable Percentage of the payment then due from the Borrowerssuch Borrower, in the same manner as provided in Section 2.07 2.02 with respect to Loans Revolving Credit Advances made by such Lender (and Section 2.07 2.02 shall apply, mutatis mutandis, to the payment obligations of the Revolving Lenders), and the Administrative Agent shall promptly pay to the applicable Issuing Bank the amounts so received by it from the Revolving Lenders; provided that such Borrower shall remain obligated to pay interest on such LC Disbursement until the applicable Issuing Bank is reimbursed for such LC Disbursement in accordance with clause (h) of this Section 2.03. Promptly following receipt by the Administrative Agent of any payment from the Borrowers such Borrower pursuant to this paragraphsubsection, the Administrative Agent shall distribute such payment to the applicable Issuing Bank or, to the extent that Revolving Lenders have made payments pursuant to this paragraph subsection to reimburse the such Issuing Bank, then to such Lenders and the such Issuing Bank as their interests may appear. Any payment made by a Revolving Lender pursuant to this paragraph subsection to reimburse the applicable Issuing Bank for any LC Disbursement (other than including the funding of ABR Revolving Loans or a Swingline Loan Credit Advances as contemplated above) shall not constitute a Loan Revolving Credit Advance and the applicable Borrower shall be deemed to have reimbursed the applicable Issuing Bank as of date of such payment and the Lenders shall be deemed to have extended, and such Borrower shall be deemed to have accepted, a Revolving Credit Advance in the aggregate principal amount of such payment without any further action on the part of any party, provided that if any such payment is not relieve deemed to be the Borrowers funding of their obligation to reimburse a Revolving Credit Advance for any reason, such payment shall constitute the funding of such Lender's participation in the applicable LC Disbursement.

Reimbursement. If The LC Issuer shall, promptly after its receipt thereof, examine all documents purporting to represent a demand for payment under a Letter of Credit. If, after such examination, the Issuing Bank LC Issuer shall make any LC Disbursement in respect of a Letter of Credit, the LC Issuer shall notify the Borrower Representative and Administrative Agent thereof. The Borrowers shall reimburse such LC Disbursement by paying to the Administrative Agent an amount equal to such LC Disbursement (i) not later than 11:00 a.m.2:00 p.m., Chicago New York time, on the date that such LC Disbursement is made, if the Borrower Representative shall have received notice of such LC Disbursement prior to 9:00 10:00 a.m., Chicago New York time, on such date, or, (ii) if such notice has not been received by the Borrower Representative prior to such time on such date, then not later than 11:00 a.m.3:00 p.m., Chicago New York time, on (Ai) the Business Day that the Borrower Representative receives such notice, if such notice is received prior to 9:00 a.m.1:00 p.m., Chicago New York time, on the day of receipt, or (Bii) the Business Day immediately following the day that the Borrower Representative receives such notice, if such notice is not received prior to such time on the day of receipt; provided that the Borrowers Borrower Representative may, subject to the conditions to borrowing set forth herein, request in accordance with Section 2.03 or 2.05 2.11 that such payment be financed with an ABR a Revolving Borrowing or Swingline Loan in an equivalent amount and, to the extent so financed, the Borrowers’ obligation to make such payment shall be discharged and replaced by the resulting ABR Revolving Borrowing or Swingline Borrowing, which shall be a Base Rate Loan. If In the case of any Letter of Credit denominated in an Alternative Currency, the Borrowers fail to make shall reimburse the LC Issuer in Dollars. In each such payment when duecase, the Administrative Agent LC Issuer shall notify each Revolving Lender of the applicable LC Disbursement, the payment then due from the Borrowers in respect thereof and such Lender’s Applicable Percentage thereof. Promptly following receipt of such notice, each Revolving Lender shall pay to the Administrative Agent its Applicable Percentage of the payment then due from the Borrowers, in the same manner as provided in Section 2.07 with respect to Loans made by such Lender (and Section 2.07 shall apply, mutatis mutandis, to the payment obligations of the Revolving Lenders), Borrower Representative and the Administrative Agent shall of the Dollar Equivalent amount of the drawing promptly pay following the determination thereof. Any failure of the LC Issuer to furnish notice to the Issuing Bank Borrower Representative as described in the amounts so received by it from the Revolving Lenders. Promptly following receipt by the Administrative Agent first sentence of any payment from the Borrowers pursuant to this paragraph, the Administrative Agent shall distribute such payment to the Issuing Bank or, to the extent that Revolving Lenders have made payments pursuant to this paragraph to reimburse the Issuing Bank, then to such Lenders and the Issuing Bank as their interests may appear. Any payment made by a Revolving Lender pursuant to this paragraph to reimburse the Issuing Bank for any LC Disbursement (other than the funding of ABR Revolving Loans or a Swingline Loan as contemplated aboveSection 2.09(f) shall not constitute a Loan and shall not relieve the Borrowers of their obligation to reimburse the LC Issuer with respect to any such LC Disbursement. The liability of the Borrowers with respect to LC Disbursements and LC Borrowings shall be joint and several.

Reimbursement. If the an Issuing Bank shall make any LC Disbursement in respect of a Letter of Credit, the Borrowers Borrower for the account of which such Letter of Credit was issued, severally and not jointly with the other Borrower, shall reimburse such LC Disbursement by paying to the Administrative Agent an amount equal to such LC Disbursement (i) not later than 11:00 a.m., Chicago 12:00 noon (New York time, ) on the date that such LC Disbursement is made, if the such Borrower Representative shall have received notice of such LC Disbursement prior to 9:00 a.m., Chicago 10:00 a.m. (New York time, ) on such date, or, (ii) if such notice has not been received by the such Borrower Representative prior to such time on such date, then not later than 11:00 a.m., Chicago 12:00 noon (New York time), on (Ai) the Business Day that the on which such Borrower Representative receives such notice, if such notice is received prior to 9:00 a.m., Chicago 10:00 a.m. (New York time, ) on the day of receipt, or (Bii) the Business Day immediately following the day that the on which such Borrower Representative receives such notice, if such notice is not received prior to such time on the day of receipt; provided that the Borrowers that, if such LC Disbursement is not less than $1,000,000, such Borrower may, subject to the conditions to borrowing set forth herein, request in accordance with Section 2.03 or 2.05 2.1 that such payment be financed with an ABR Revolving Borrowing or Swingline Loan a Floating Rate Advance to such Borrower in an equivalent amount and, to the extent so financed, the Borrowers’ such Borrower’s obligation to make such payment shall be discharged and replaced by the resulting ABR Revolving Borrowing or Swingline LoanFloating Rate Advance. If the Borrowers fail such Borrower fails to make such payment when due, the Administrative Agent shall notify each Revolving Lender of the applicable LC Disbursement, the payment then due from the Borrowers such Borrower in respect thereof and such Lender’s Applicable Percentage Pro Rata Share thereof. Promptly following receipt of such notice, each Revolving Lender shall pay to the Administrative Agent its Applicable Percentage Pro Rata Share of the payment then due from the Borrowerssuch Borrower, in the same manner as provided in Section 2.07 2.9 with respect to Loans made by such Lender (and Section 2.07 2.9 shall apply, mutatis mutandis, to the payment obligations of the Revolving Lenders), and the Administrative Agent shall promptly pay to the such Issuing Bank the amounts so received by it from the Revolving Lenders. Promptly following receipt by the Administrative Agent of any payment from the Borrowers such Borrower pursuant to this paragraph, the Administrative Agent shall distribute such payment to the such Issuing Bank or, to the extent that Revolving Lenders have made payments pursuant to this paragraph to reimburse the such Issuing Bank, then to such Lenders and the such Issuing Bank as their interests may appear. Any payment made by a Revolving Lender pursuant to this paragraph to reimburse the an Issuing Bank for any LC Disbursement (other than the funding of ABR Revolving Loans or a Swingline Loan Floating Rate Advance as contemplated above) shall not constitute a Loan and shall not relieve the Borrowers such Borrower of their its obligation to reimburse such LC Disbursement.

Reimbursement. If the an Issuing Bank shall make any LC Disbursement in respect of a Letter of Credit, the Borrowers applicable Borrower, severally and not jointly with the other Borrower, shall reimburse such LC Disbursement by paying to the Administrative Agent an amount equal to such LC Disbursement (i) not later than 11:00 a.m.12:00 noon, Chicago New York City time, on the date that such LC Disbursement is made, if the such Borrower Representative shall have received notice of such LC Disbursement prior to 9:00 10:00 a.m., Chicago New York City time, on such date, or, (ii) if such notice has not been received by the such Borrower Representative prior to such time on such date, then not later than 11:00 a.m.12:00 noon, Chicago New York City time, on (Ai) the Business Day that the such Borrower Representative receives such notice, if such notice is received prior to 9:00 10:00 a.m., Chicago New York City time, on the day of receipt, or (Bii) the Business Day immediately following the day that the such Borrower Representative receives such notice, if such notice is not received prior to such time on the day of receipt; provided that the Borrowers that, if such LC Disbursement is not less than $1,000,000, such Borrower may, subject to the conditions to borrowing set forth herein, request in accordance with Section 2.03 2.1 or 2.05 2.5 that such payment be financed with an ABR Revolving Borrowing a Floating Rate Advance or a Swingline Loan to such Borrower in an equivalent amount and, to the extent so financed, the Borrowers’ such Borrower’s obligation to make such payment shall be discharged and replaced by the resulting ABR Revolving Borrowing Floating Rate Advance or Swingline Loan. If the Borrowers fail such Borrower fails to make such payment when due, the Administrative Agent shall notify each Revolving Lender of the applicable LC Disbursement, the payment then due from the Borrowers such Borrower in respect thereof and such Lender’s Applicable Percentage Pro Rata Share thereof. Promptly following receipt of such notice, each Revolving Lender shall pay to the Administrative Agent its Applicable Percentage Pro Rata Share of the payment then due from the Borrowerssuch Borrower, in the same manner as provided in Section 2.07 2.11 with respect to Loans made by such Lender (and Section 2.07 2.11 shall apply, mutatis mutandis, to the payment obligations of the Revolving Lenders), and the Administrative Agent shall promptly pay to the such Issuing Bank the amounts so received by it from the Revolving Lenders. Promptly following receipt by the Administrative Agent of any payment from the Borrowers such Borrower pursuant to this paragraph, the Administrative Agent shall distribute such payment to the such Issuing Bank or, to the extent that Revolving Lenders have made payments pursuant to this paragraph to reimburse the such Issuing Bank, then to such Lenders and the such Issuing Bank as their interests may appear. Any payment made by a Revolving Lender pursuant to this paragraph to reimburse the an Issuing Bank for any LC Disbursement (other than the funding of ABR Revolving Loans a Floating Rate Advance or a Swingline Loan as contemplated above) shall not constitute a Loan and shall not relieve the Borrowers such Borrower of their its obligation to reimburse such LC Disbursement.

Reimbursement. If the applicable U.S. Issuing Bank shall make any U.S. LC Disbursement in respect of a U.S. Letter of Credit, the U.S. Borrowers shall reimburse such U.S. LC Disbursement by paying to the Administrative Agent an amount equal to such U.S. LC Disbursement not later than (i) not later than 11:00 a.m.for a U.S. Letter of Credit to be reimbursed in Dollars, Chicago 5:00 p.m. New York City time, on the date that such LC Disbursement is made, if same Business Day the Borrower Representative shall have received Agent is presented with notice of such U.S. LC Disbursement prior to 9:00 a.m., Chicago under paragraph (vii) of this Section 2.06(a) if such notice is presented before 10:00 a.m. New York City time, on such date, or, (ii) if such notice has not been received by the Borrower Representative prior for a U.S. Letter of Credit to such time on such datebe reimbursed in Dollars, then not later than 11:00 a.m.12:00 noon, Chicago New York City time, on (A) the Business Day that the Borrower Representative receives such notice, if such notice is received prior to 9:00 a.m., Chicago time, on the day of receipt, or (B) the Business Day immediately following the day that date the Borrower Representative receives Agent is presented notice of such notice, U.S. LC Disbursement under paragraph (vii) of this Section 2.06 if such notice is not received prior presented on or after 10:00 a.m. New York City time and (iii) for a U.S. Letter of Credit to such time be reimbursed in an Alternative Currency, the Applicable Time on the day date of receiptan payment by a U.S. Issuing Bank; provided that the Borrowers Borrower Agent may, subject to the conditions to borrowing set forth herein, request in accordance with Section 2.03 or 2.05 that such payment be financed with an ABR U.S. Revolving Borrowing or U.S. Swingline Loan in an equivalent amount and, to the extent so financed, the U.S. Borrowers’ obligation to make such payment shall be discharged and replaced by the resulting ABR U.S. Revolving Borrowing or U.S. Swingline Loan. In the case of a U.S. Letter of Credit denominated in an Alternative Currency, the U.S. Borrowers shall reimburse the applicable U.S. Issuing Bank in such Alternative Currency, unless (A) such U.S. Issuing Bank (at its option) shall have specified in such notice that it will require reimbursement in Dollars, or (B) in the absence of any such requirement for reimbursement in Dollars, the U.S. Borrowers shall have notified the applicable U.S. Issuing Bank promptly following receipt of the notice of drawing that the U.S. Borrowers will reimburse such U.S. Issuing Bank in Dollars. In the case of any such reimbursement in Dollars of a drawing under a U.S. Letter of Credit denominated in an Alternative Currency, the applicable U.S. Issuing Bank shall notify the Borrower Agent of the Dollar Equivalent of the amount of the drawing promptly following the determination thereof. If the U.S. Borrowers fail to make such payment when due, the Administrative Agent shall notify each U.S. Revolving Lender of the applicable U.S. LC DisbursementDisbursement (expressed in Dollars in the amount of the Dollar Equivalent thereof in the case of a U.S. Letter of Credit denominated in an Alternative Currency), the payment then due from the U.S. Borrowers in respect thereof and such U.S. Lender’s Applicable Percentage thereof. Promptly following receipt of such notice, each U.S. Revolving Lender shall pay to the Administrative Agent its Applicable Percentage of the payment then due from the U.S. Borrowers, in the same manner as provided in Section 2.07 with respect to Loans made by such Lender (and Section 2.07 shall apply, mutatis mutandis, to the payment obligations of the U.S. Revolving Lenders), and the Administrative Agent shall promptly pay to the applicable U.S. Issuing Bank the amounts so received by it from the U.S. Revolving Lenders. Promptly following receipt by the Administrative Agent of any payment from the U.S. Borrowers pursuant to this paragraph, the Administrative Agent shall distribute such payment in Dollars and in the same funds as those received by the Agent to the applicable U.S. Issuing Bank or, to the extent that U.S. Revolving Lenders have made payments pursuant to this paragraph to reimburse the such U.S. Issuing Bank, then to such Lenders and the such U.S. Issuing Bank as their interests may appear. Any payment made by a Revolving Lender pursuant to this paragraph to reimburse the Issuing Bank for any LC Disbursement (other than the funding of ABR Revolving Loans or a Swingline Loan as contemplated above) shall not constitute a Loan and shall not relieve the Borrowers of their obligation to reimburse such LC Disbursement.

Reimbursement. If the an Issuing Bank shall make any LC Disbursement in respect of a Letter of Credit, the Borrowers Borrower shall reimburse such LC Disbursement by paying to the Administrative Agent an amount equal to such LC Disbursement (i) not later than 11:00 a.m.2:00 p.m., Chicago New York City time, on the date that such LC Disbursement is made, if the Borrower Representative shall have received notice of such LC Disbursement prior to 9:00 11:00 a.m., Chicago New York City time, on such date, or, (ii) if such notice has not been received by the Borrower Representative prior to such time on such date, then not later than 11:00 a.m.2:00 p.m., Chicago New York City time, on (Ai) the Business Day that the Borrower Representative receives such notice, if such notice is received prior to 9:00 11:00 a.m., Chicago New York City time, on the day of receipt, or (Bii) the Business Day immediately following the day that the Borrower Representative receives such notice, if such notice is not received prior to such time on the day of receipt; provided that that, if such LC Disbursement is not less than $1,000,000, the Borrowers Borrower may, subject to the conditions to borrowing set forth herein, request in accordance with Section 2.03 or Section 2.05 that such payment be financed with an ABR Revolving Borrowing or (consisting of a Swingline Loan or an ABR Loan, as appropriate) in an equivalent amount equal to the amount of the LC Disbursement, as determined by the applicable Issuing Bank promptly following determination thereof and, to the extent so financed, the Borrowers’ Borrower’s obligation to make such payment shall be discharged and replaced by the resulting Swingline Loan or ABR Revolving Borrowing or Swingline Loan, as appropriate. If the Borrowers fail Borrower fails to make such payment when due, the Administrative Agent shall notify each Revolving Lender of the applicable LC Disbursement, the payment then due from the Borrowers Borrower in respect thereof and such Lender’s Applicable Percentage thereof. Promptly following receipt of such notice, each Revolving Lender shall pay in dollars to the Administrative Agent its Applicable Percentage of the payment then due from the BorrowersBorrower, in the same manner as provided in Section 2.07 with respect to Loans made by such Lender (and Section 2.07 shall apply, mutatis mutandis, to the payment obligations of the Revolving Lenders), and the Administrative Agent shall promptly pay in dollars to the relevant Issuing Bank the amounts so received by it from the Revolving Lenders. Promptly following receipt by the Administrative Agent of any payment from the Borrowers Borrower pursuant to this paragraph, the Administrative Agent shall distribute such payment to the relevant Issuing Bank or, to the extent that Revolving Lenders have made payments pursuant to this paragraph to reimburse the such Issuing Bank, then to such Lenders and the such Issuing Bank as their its interests may appear. Any payment made by a Revolving Lender pursuant to this paragraph to reimburse the an Issuing Bank for any LC Disbursement (other than the funding of ABR Revolving Loans or a Swingline Loan or an ABR Loan as contemplated above) shall not constitute a Loan and shall not relieve the Borrowers Borrower of their its obligation to reimburse such LC Disbursement.

Reimbursement. If the any Issuing Bank shall make any LC Disbursement in respect of a Letter of Credit, the Borrowers applicable Borrower shall reimburse such LC Disbursement by paying to the Administrative Agent an amount equal to such LC Disbursement (i) not later than 11:00 a.m.2:00 p.m., Chicago New York City time, on the date that such LC Disbursement is made, if the such Borrower Representative shall have received notice of such LC Disbursement prior to 9:00 10:00 a.m., Chicago New York City time, on such date, or, (ii) if such notice has not been received by the such Borrower Representative prior to such time on such date, then not later than 11:00 a.m.2:00 p.m., Chicago New York City time, on (Ai) the Business Day that the applicable Borrower Representative receives such notice, if such notice is received prior to 9:00 10:00 a.m., Chicago New York City time, on the day of receipt, or (Bii) the Business Day immediately following the day that the such Borrower Representative receives such notice, if such notice is not received prior to such time on the day of receipt; provided that that, if such LC Disbursement is not less than US$1,000,000, then, if the Borrowers Maturity Date shall not have occurred, such Borrower may, subject to the conditions to borrowing set forth herein, request in accordance with Section 2.03 or 2.05 that such payment be financed with an ABR Revolving Borrowing or Swingline Loan in an equivalent amount and, to the extent so financed, the Borrowers’ such Borrower’s obligation to make such payment shall be discharged and replaced by the resulting ABR Revolving Borrowing or Swingline LoanBorrowing. If the Borrowers fail applicable Borrower fails to make such payment when due, the Administrative Agent shall notify each Revolving Lender of the applicable LC Disbursement, the payment then due from the Borrowers such Borrower in respect thereof and such Lender’s Applicable Combined Tranche Percentage thereof. Promptly following receipt of such notice, each Revolving Lender shall pay to the Administrative Agent its Applicable Combined Tranche Percentage of the payment then due from the Borrowerssuch Borrower, in the same manner as provided in Section 2.07 with respect to Loans denominated in US Dollars made by such Lender (and Section 2.07 shall apply, mutatis mutandis, to the payment obligations of the Revolving Lenders), and the Administrative Agent shall promptly pay to the applicable Issuing Bank the amounts so received by it from the Revolving Lenders. Promptly following receipt by the Administrative Agent of any payment from the Borrowers applicable Borrower pursuant to this paragraph, the Administrative Agent shall distribute such payment to the applicable Issuing Bank or, to the extent that Revolving Lenders have made payments pursuant to this paragraph to reimburse the such Issuing Bank, then to such Lenders and the such Issuing Bank as their interests may appear. Any payment made by a Revolving Lender pursuant to this paragraph to reimburse the such Issuing Bank for any LC Disbursement (other than the funding of ABR Revolving Loans or a Swingline Loan as contemplated above) shall not constitute a Loan and shall not relieve the Borrowers applicable Borrower of their its obligation to reimburse such LC Disbursement.

Reimbursement. If the an Issuing Bank shall make any LC Disbursement in respect of a Letter of Credit, the Borrowers Requesting Borrower shall reimburse such LC Disbursement by paying to the Administrative Agent an amount equal to such LC Disbursement (i) not later than 11:00 a.m.2:00 p.m., Chicago New York City time, on the date that such LC Disbursement is made, if the such Requesting Borrower Representative shall have received notice of such LC Disbursement prior to 9:00 10:00 a.m., Chicago New York City time, on such date, or, (ii) if such notice has not been received by the such Requesting Borrower Representative prior to such time on such date, then not later than 11:00 a.m.(i) 2:00 p.m., Chicago New York City time, on (A) the Business Day that the such Requesting Borrower Representative receives such notice, if such notice is received prior to 9:00 10:00 a.m., Chicago time, New York City time on the day of receipt, or (Bii) 12:00 noon, New York City time, on the Business Day immediately following the day that the such Requesting Borrower Representative receives such notice, if such notice is not received prior to such time 10:00 a.m., New York City time, on the day of receipt; provided that the Borrowers such Requesting Borrower may, subject to the conditions to borrowing set forth herein, request in accordance with Section 2.03 or 2.05 that such payment be financed with an ABR Revolving a Borrowing or Swingline Loan in an equivalent amount and, to the extent so financed, the Borrowers’ such Requesting Borrower’s obligation to make such payment shall be discharged and replaced by the resulting ABR Revolving Borrowing or Swingline LoanBorrowing. If the Borrowers fail a Requesting Borrower fails to make such a payment when due, the Administrative Agent shall notify each Revolving Lender of the applicable LC Disbursement, the payment then due from the Borrowers such Requesting Borrower in respect thereof and such Lender’s Applicable Percentage thereof. Promptly following receipt of such notice, each Revolving Lender shall pay to the Administrative Agent its Applicable Percentage of the payment then due from the Borrowerssuch Requesting Borrower, in the same manner as provided in Section 2.07 2.04 with respect to Loans made by such Lender (and Section 2.07 2.04 shall apply, mutatis mutandis, to the payment obligations of the Revolving Lenders), and the Administrative Agent shall promptly pay to the applicable Issuing Bank the amounts so received by it from the Revolving Lenders. Promptly following receipt by the Administrative Agent of any payment from the Borrowers a Borrower pursuant to this paragraph, the Administrative Agent shall distribute such payment to the applicable Issuing Bank or, to the extent that Revolving the Lenders have made payments pursuant to this paragraph to reimburse the such Issuing Bank, then to such Lenders and the such Issuing Bank as their interests may appear. Any payment made by a Revolving Lender pursuant to this paragraph to reimburse the an Issuing Bank for any LC Disbursement (other than the funding of ABR Revolving Loans or a Swingline Loan as contemplated above) shall not constitute a Loan and shall not relieve the Borrowers applicable Borrower of their its obligation to reimburse such LC Disbursement.

Reimbursement. If the an Issuing Bank shall make any LC Disbursement in respect of a Letter of Credit, the Borrowers Borrower shall reimburse such LC Disbursement by paying to the Administrative Agent an amount equal to such LC Disbursement (i) not later than 11:00 a.m.1:00 p.m., Chicago New York City time, on the date that such LC Disbursement is made, if the Borrower Representative shall have received notice of such LC Disbursement prior to 9:00 10:00 a.m., Chicago New York City time, on such date, or, (ii) if such notice has not been received by the Borrower Representative prior to such time on such date, then not later than 11:00 a.m.12:00 noon, Chicago New York City time, on (Ai) the Business Day that the Borrower Representative receives such notice, if such notice is received prior to 9:00 10:00 a.m., Chicago New York City time, on the day of receipt, or (Bii) the Business Day immediately following the day that the Borrower Representative receives such notice, if such notice is not received prior to such time on the day of receipt; provided that that, if such LC Disbursement is not less than $5,000,000, the Borrowers Borrower may, subject to the conditions to borrowing set forth herein, request in accordance with Section 2.03 or 2.05 that such payment be financed with an ABR Revolving Borrowing or Swingline Loan in an equivalent amount and, to the extent so financed, the Borrowers’ Borrower’s obligation to make such payment shall be discharged and replaced by the resulting ABR Revolving Borrowing or Swingline Loan. If the Borrowers fail Borrower fails to make such payment when due, the Administrative Agent shall notify each Revolving Lender of the applicable LC Disbursement, the payment then due from the Borrowers Borrower in respect thereof and such Lender’s Applicable Percentage thereof. Promptly following receipt of such notice, each Revolving Lender shall pay to the Administrative Agent its Applicable Percentage of the payment then due from the BorrowersBorrower, in the same manner as provided in Section 2.07 2.06 with respect to Loans made by such Lender (and Section 2.07 2.06 shall apply, mutatis mutandis, to the payment obligations of the Revolving Lenders), and the Administrative Agent shall promptly pay to the applicable Issuing Bank Banks the amounts so received by it from the Revolving Lenders. Promptly following receipt by the Administrative Agent of any payment from the Borrowers Borrower pursuant to this paragraph, the Administrative Agent shall distribute such payment to the applicable Issuing Bank Banks or, to the extent that Revolving Lenders have made payments pursuant to this paragraph to reimburse the such Issuing BankBanks, then to such Lenders and the Issuing Bank Banks as their interests may appear. Any payment made by a Revolving Lender pursuant to this paragraph to reimburse the applicable Issuing Bank Banks for any LC Disbursement (other than the funding of Revolving ABR Revolving Loans or a Swingline Loan as contemplated above) shall not constitute a Loan and shall not relieve the Borrowers Borrower of their its obligation to reimburse such LC Disbursement.

Reimbursement. If the applicable Issuing Bank Lender shall make any LC Disbursement in respect of a Letter of Credit, the Borrowers relevant Borrower shall reimburse such LC Disbursement by paying to the Administrative Agent an amount equal to such LC Disbursement plus any interim interest incurred pursuant to paragraph (ih) of this Section for (x) LC Disbursements made in Dollars, in Dollars, or (y) LC Disbursements made in an Alternative Currency, in an amount equal to the Dollar Equivalent, calculated using the applicable Exchange Rate on the date such LC Disbursement is made, of such LC Disbursement, in each case, not later than 11:00 a.m.12:00 noon, Chicago New York City time or the relevant local time, as applicable, on the date that such LC Disbursement is made, if the such Borrower Representative shall have received notice of such LC Disbursement prior to 9:00 10:00 a.m., Chicago New York City time or the relevant local time, as applicable, on such date, or, (ii) if such notice has not been received by the such Borrower Representative prior to such time on such date, then not later than 11:00 a.m.12:00 noon, Chicago New York City time or the relevant local time, on (A) the Business Day that the Borrower Representative receives such notice, if such notice is received prior to 9:00 a.m., Chicago timeas applicable, on the day of receipt, or (B) the Business Day immediately following the day that the such Borrower Representative receives such notice, if such notice is not received prior to such time on the day of receipt; provided that that, in the Borrowers case of any LC Disbursement made in Dollars, the relevant Borrower may, subject to the conditions to borrowing set forth herein, request in accordance with Section 2.03 2.3 or 2.05 2.4 that such payment be financed in Dollars with an a Borrowing of ABR Domestic Revolving Borrowing Loans or Swingline Loan in an equivalent amount and, to the extent so financed, the Borrowers’ such Borrower’s obligation to make such payment shall be discharged and replaced by the resulting Borrowing of ABR Domestic Revolving Borrowing Loans or Swingline Loan. If the Borrowers fail relevant Borrower fails to make such payment when due, then (i) if such payment relates to an Alternative Currency Letter of Credit, automatically and with no further action required, such Borrower’s obligation to reimburse the applicable LC Disbursement shall be permanently converted into an obligation to reimburse the Dollar Equivalent, calculated using the Exchange Rates on the date when such payment was due, of such LC Disbursement and (ii) the Administrative Agent shall promptly notify the applicable Issuing Lender and each other Domestic Revolving Lender of the applicable LC Disbursement, the Dollar Equivalent thereof (if such LC Disbursement relates to an Alternative Currency Letter of Credit), the payment then due from the Borrowers such Borrower in respect thereof and such Lender’s Applicable Percentage thereof. Promptly following receipt of such notice, each Domestic Revolving Lender shall pay to the Administrative Agent in Dollars its Applicable Percentage of the payment then due from the Borrowersrelevant Borrower (determined as provided in clause (i) above, if such payment relates to an Alternative Currency Letter of Credit), in the same manner as provided in Section 2.07 2.7 with respect to Loans made by such Lender (and Section 2.07 2.7 shall apply, mutatis mutandis, to the payment obligations of the Domestic Revolving Lenders), and the Administrative Agent shall promptly pay to the applicable Issuing Bank Lender in Dollars the amounts so received by it from the Domestic Revolving Lenders. Promptly following receipt by the Administrative Agent of any payment from the Borrowers any Borrower pursuant to this paragraph, the Administrative Agent shall distribute such payment to the applicable Issuing Bank Lender or, to the extent that Domestic Revolving Lenders have made payments pursuant to this paragraph to reimburse the such Issuing BankLender, then to such Lenders and the such Issuing Bank Lender as their interests may appear. Any payment made by a Domestic Revolving Lender pursuant to this paragraph to reimburse the any Issuing Bank Lender for any LC Disbursement (other than the funding of ABR Domestic Revolving Loans or a Swingline Loan as contemplated above) shall not constitute a Loan and shall not relieve the Borrowers any Borrower of their its obligation to reimburse such LC Disbursement.

Reimbursement. If the an Issuing Bank shall make any LC Disbursement in respect of a Letter of Credit, the Borrowers shall reimburse such LC Disbursement by paying to the Administrative Agent an amount equal to such LC Disbursement (i) not later than 11:00 a.m., Chicago Atlanta time, on the date that such LC Disbursement is made, if the Borrower Representative shall have received notice of such LC Disbursement prior to 9:00 a.m., Chicago Atlanta time, on such date, or, (ii) if such notice has not been received by the Borrower Representative prior to such time on such date, then not later than 11:00 a.m., Chicago Atlanta time, on (A) the Business Day that the Borrower Representative receives such notice, if such notice is received prior to 9:00 a.m., Chicago time, on the day of receipt, or (B) the Business Day immediately following the day that the Borrower Representative receives such notice, if such notice is not received prior to such time on the day of receipt; provided that the Borrowers may, subject to the conditions to borrowing set forth herein, request in accordance with Section 2.03 or 2.05 that such payment be financed with an ABR Revolving Borrowing or Swingline Loan in an equivalent amount and, to the extent so financed, the Borrowers’ obligation to make such payment shall be discharged and replaced by the resulting ABR Revolving Borrowing or Swingline Loan. If the Borrowers fail to make such payment when due, the Administrative Agent shall notify each Revolving Lender of the applicable LC Disbursement, the payment then due from the Borrowers in respect thereof and such Lender’s Applicable Percentage thereof. Promptly following receipt of such notice, each Revolving Lender shall pay to the Administrative Agent its Applicable Percentage of the payment then due from the Borrowers, in the same manner as provided in Section 2.07 with respect to Loans made by such Lender (and Section 2.07 shall apply, mutatis mutandis, to the payment obligations of the Revolving Lenders), and the Administrative Agent shall promptly pay to the applicable Issuing Bank the amounts so received by it from the Revolving Lenders. Promptly following receipt by the Administrative Agent of any payment from the Borrowers pursuant to this paragraph, the Administrative Agent shall distribute such payment to the applicable Issuing Bank or, to the extent that Revolving Lenders have made payments pursuant to this paragraph to reimburse the such applicable Issuing Bank, then to such Lenders and the applicable Issuing Bank as their interests may appear. Any payment made by a Revolving Lender pursuant to this paragraph to reimburse the applicable Issuing Bank for any LC Disbursement (other than the funding of ABR Revolving Loans or a Swingline Loan as contemplated above) shall not constitute a Loan and shall not relieve the Borrowers of their obligation to reimburse such LC Disbursement.

Reimbursement. If the Issuing Bank shall make any LC Disbursement in respect of a Letter of Credit, the Borrowers applicable Borrower shall reimburse such LC Disbursement by paying to the Administrative Agent Issuing Bank an amount equal to such LC Disbursement (i) not later than 11:00 a.m., Chicago 2:00 p.m. (New York City time, ) on the date that such LC Disbursement is made, if the such Borrower Representative shall have received notice of such LC Disbursement prior to 9:00 a.m., Chicago 10:00 a.m. (New York City time, ) on such date, or, or (ii) if such notice has not been received by the such Borrower Representative prior to such time 10:00 a.m. (New York City time) on such LC Disbursement date, then not later than 11:00 a.m., Chicago 2:00 p.m. (New York City time, ) on (Ax) the Business Day that the on which such Borrower Representative receives such notice, if such notice is received prior to 9:00 a.m., Chicago 10:00 a.m. (New York City time, ) on the such day of receipt, or (By) the Business Day immediately following the day that the on which such Borrower Representative receives such notice, if such notice is not received prior to 10:00 a.m. (New York City time) on such time on the day of receipt; provided that the Borrowers such Borrower may, subject to the conditions to borrowing set forth herein, request in accordance with Section 2.03 or 2.05 2.02 that such payment be financed with an ABR a Revolving Borrowing or Swingline Loan Credit Advance in an equivalent amount and, to the extent so financed, the Borrowers’ such Borrower’s obligation to make such payment shall be discharged and replaced by the resulting ABR Revolving Borrowing or Swingline LoanCredit Advance. If the Borrowers fail such Borrower fails to make such payment when due, the Issuing Bank shall notify the Administrative Agent and the Administrative Agent shall notify each Revolving Lender of the applicable LC Disbursement, the payment then due from the Borrowers such Borrower in respect thereof and such Revolving Lender’s Applicable Revolving Commitment Percentage thereof. Promptly following receipt of such notice, each Revolving Lender shall pay to the Administrative Agent its Applicable Revolving Commitment Percentage of the payment then due from the Borrowerssuch Borrower, in the same manner as provided in Section 2.07 2.02 with respect to Loans Revolving Credit Advances made by such Revolving Lender (and Section 2.07 2.02 shall apply, mutatis mutandis, to the payment obligations of the Revolving Lenders), and the Administrative Agent shall promptly pay to the Issuing Bank the amounts so received by it from the Revolving Lenders; provided that such Borrower shall remain obligated to pay interest on such LC Disbursement until the Issuing Bank is reimbursed for such LC Disbursement in accordance with clause (h) of this Section 2.03. Promptly following receipt by the Administrative Agent of any payment from the Borrowers such Borrower pursuant to this paragraphsubsection, the Administrative Agent shall distribute such payment to the Issuing Bank or, to the extent that Revolving Lenders have made payments pursuant to this paragraph subsection to reimburse the Issuing Bank, then to such Revolving Lenders and the Issuing Bank as their interests may appear. Any payment made by a Revolving Lender pursuant to this paragraph subsection to reimburse the Issuing Bank for any LC Disbursement (other than including the funding of ABR Revolving Loans or a Swingline Loan Credit Advances as contemplated above) shall not constitute a Loan Revolving Credit Advance and the applicable Borrower shall be deemed to have reimbursed the Issuing Bank as of date of such payment and the Revolving Lenders shall be deemed to have extended, and such Borrower shall be deemed to have accepted, a Revolving Credit Advance in the aggregate principal amount of such payment without any further action on the part of any party, provided that if any such payment is not relieve deemed to be the Borrowers funding of their obligation to reimburse a Revolving Credit Advance for any reason, such payment shall constitute the funding of such Revolving Lender’s participation in the applicable LC Disbursement.

Reimbursement. If the Issuing Bank shall make any LC Disbursement in respect of a Letter of Credit, the Borrowers Borrower shall reimburse such LC Disbursement by paying to the Administrative Agent an amount equal to such LC Disbursement (i) not later than 11:00 a.m.1:00 p.m., Chicago New York City time, on the date Business Day that such LC Disbursement is made, if the Borrower Representative shall have received notice of such LC Disbursement prior to 9:00 11:00 a.m., Chicago New York City time, on such date, or, (ii) if such notice has not been received by the Borrower Representative prior to such time on such date, then not later than 11:00 a.m.1:00 p.m., Chicago New York City time, on (Ai) the Business Day that the Borrower Representative receives such notice, if such notice is received prior to 9:00 11:00 a.m., Chicago New York City time, on the day of receipt, or (Bii) the Business Day immediately following the day that the Borrower Representative receives such notice, if such notice is not received prior to such time on the day of receipt; provided that the Borrowers Borrower may, subject to the conditions to borrowing set forth herein, request in accordance with Section 2.03 or 2.05 that such payment be financed with an ABR Revolving Borrowing or Swingline Loan in an equivalent amount and, to the extent so financed, the Borrowers’ Borrower’s obligation to make such payment shall be discharged and replaced by the resulting ABR Revolving Borrowing or Swingline LoanBorrowing. If the Borrowers fail Borrower fails to make such payment when due, the Administrative Agent shall promptly notify each Revolving Lender of the applicable LC Disbursement, the payment then due from the Borrowers Borrower in respect thereof and such Lender’s Applicable Percentage thereof. Promptly following receipt of such notice, each Revolving Lender shall pay to the Administrative Agent its Applicable Percentage of the payment then due from the BorrowersBorrower, in the same manner as provided in Section 2.07 2.06 with respect to Loans made by such Lender (and Section 2.07 2.06 shall apply, mutatis mutandis, to the payment obligations of the Revolving Lenders), and the Administrative Agent shall promptly pay to the Issuing Bank the amounts so received by it from the Revolving Lenders. Promptly following receipt by the Administrative Agent of any payment from the Borrowers Borrower pursuant to this paragraph, the Administrative Agent shall distribute such payment to the Issuing Bank or, to the extent that Revolving Lenders have made payments pursuant to this paragraph to reimburse the Issuing Bank, then to such Lenders and the Issuing Bank as their interests may appear. Any payment made by a Revolving Lender pursuant to this paragraph to reimburse the Issuing Bank for any LC Disbursement (other than the funding of ABR Revolving Loans or a Swingline Loan as contemplated above) shall not constitute a Loan and shall not relieve the Borrowers Borrower of their its obligation to reimburse such LC Disbursement.

Reimbursement. (i) If the any Issuing Bank shall make any LC Disbursement in respect of a Letter of Credit, the Borrowers Borrower shall reimburse such LC Disbursement by paying to the Administrative Senior Facility Agent an amount equal to such LC Disbursement (i) not later than 11:00 a.m.12:00 noon, Chicago New York City time, on the date that such LC Disbursement is made, if the Borrower Representative shall have received notice of such LC Disbursement prior to 9:00 10:00 a.m., Chicago New York City time, on such date, or, (ii) if such notice has not been received by the Borrower Representative prior to such time on such date, then not later than 11:00 a.m.12:00 noon, Chicago New York City time, on (A) the Business Day that the Borrower Representative receives such notice, if such notice is received prior to 9:00 a.m., Chicago time, on the day of receipt, or (B) the Business Day immediately following the day that the Borrower Representative receives such noticenotice (each such date, if such notice is not received prior to such time on the day of receiptan “Honor Date”); provided that the Borrowers Borrower may, subject to the conditions to borrowing set forth herein, request in accordance with Section 2.03 or 2.05 Section 2.04 that such payment be financed with an Revolving Loan or a Swing Line Loan (and either such Loan shall be an ABR Revolving Borrowing or Swingline Loan Loan) in an equivalent amount and, to the extent so financed, the Borrowers’ Borrower’s obligation to make such payment shall be discharged and replaced by the resulting ABR Revolving Borrowing Loan or Swingline Swing Line Loan. If the Borrowers fail Borrower fails to make such payment when duedue in respect of an LC Disbursement occurring on or prior to the Maturity Date, the Administrative Senior Facility Agent shall notify each Revolving Lender of the applicable LC Disbursement, the payment then due from the Borrowers Borrower in respect thereof and such Lender’s Applicable Percentage thereofthereof (for the avoidance of doubt, no Lender shall have any obligation with respect to any LC Disbursement occurring after the Maturity Date). Promptly following receipt of such notice, each Revolving Lender shall pay to the Administrative Senior Facility Agent its Applicable Percentage of the payment then due from the BorrowersBorrower, in the same manner as provided in Section 2.07 2.06 with respect to Loans made by such Lender (and Section 2.07 2.06 shall apply, mutatis mutandis, to the payment obligations of the Revolving Lenders), and the Administrative Senior Facility Agent shall promptly pay to the applicable Issuing Bank the amounts so received by it from the Revolving Lenders. Promptly following receipt by the Administrative Senior Facility Agent of any payment from the Borrowers Borrower pursuant to this paragraph, the Administrative Senior Facility Agent shall distribute such payment to the applicable Issuing Bank or, to the extent that Revolving Lenders have made payments pursuant to this paragraph to reimburse the applicable Issuing Bank, then to such Lenders and the such Issuing Bank as their interests may appear. Any payment made by a Revolving Lender pursuant to this paragraph to reimburse the Issuing Bank for any LC Disbursement (other than the funding of ABR Revolving Loans or a Swingline Loan as contemplated above) shall not constitute a Loan and shall not relieve the Borrowers of their obligation to reimburse such LC Disbursement.

Reimbursement. If the Issuing Bank Lender shall make any LC Disbursement in respect of a Letter of Credit, the Borrowers applicable Borrower shall reimburse such LC Disbursement by paying to the General Administrative Agent an amount equal to such LC Disbursement (i) not later than 11:00 a.m.2:00 p.m., Chicago New York City time, on the date that such LC Disbursement is made, if the such Borrower Representative shall have received notice of such LC Disbursement prior to 9:00 10:00 a.m., Chicago New York City time, on such date, or, (ii) if such notice has not been received by the such Borrower Representative prior to such time on such date, then not later than 11:00 a.m.2:00 p.m., Chicago New York City time, on (Ai) the Business Day that the such Borrower Representative receives such notice, if such notice is received prior to 9:00 10:00 a.m., Chicago New York City time, on the day of receipt, receipt or (Bii) the Business Day immediately following the day that the such Borrower Representative receives such notice, if such notice is not received prior to such time on the day of receipt; provided that the Borrowers Company (on behalf of itself or the applicable Borrowing Subsidiary) may, subject to the conditions to borrowing set forth herein, request in accordance with Section 2.03 or 2.05 that such payment be financed with an ABR a U.S. Revolving Borrowing Loan or Swingline Loan in an equivalent amount and, to the extent so financed, the Borrowers’ such Borrower’s obligation to make such payment shall be discharged and replaced by the resulting ABR U.S. Revolving Borrowing Loan or Swingline Loan. If the Borrowers fail such Borrower fails to make such payment when due, the General Administrative Agent shall notify each Revolving U.S. Lender of the applicable LC Disbursement, the payment then due from the Borrowers such Borrower in respect thereof and such U.S. Lender’s Applicable U.S. Commitment Percentage thereof. Promptly following receipt of such notice, each Revolving U.S. Lender shall pay to the General Administrative Agent its Applicable U.S. Commitment Percentage of the payment then due from the Borrowerssuch Borrower, in the same manner as provided in Section 2.07 6.01 with respect to U.S. Revolving Loans made by such U.S. Lender (and Section 2.07 6.01 shall apply, mutatis mutandis, to the payment obligations of the Revolving U.S. Lenders), and the General Administrative Agent shall promptly pay to the Issuing Bank Lender the amounts so received by it from the Revolving U.S. Lenders. Promptly following receipt by the General Administrative Agent of any payment from the Borrowers such Borrower pursuant to this paragraph, the General Administrative Agent shall distribute such payment to the Issuing Bank Lender or, to the extent that Revolving U.S. Lenders have made payments pursuant to this paragraph to reimburse the Issuing BankLender, then to such U.S. Lenders and the Issuing Bank Lender as their interests may appear. Any payment made by a Revolving U.S. Lender pursuant to this paragraph to reimburse the Issuing Bank Lender for any LC Disbursement (other than the funding of ABR U.S. Revolving Loans or a Swingline Loan as contemplated above) shall not constitute a Loan and shall not relieve the Borrowers such Borrower of their its obligation to reimburse such LC Disbursement.

Reimbursement. If the any Issuing Bank shall make any LC Disbursement in respect of a Letter of Credit, the Borrowers relevant Borrower shall reimburse such LC Disbursement by paying to the Administrative Agent applicable Issuing Bank an amount equal to such LC Disbursement (i) not later than 11:00 a.m.2:00 p.m., Chicago San Francisco time (or 2:00 p.m., Charlotte, North Carolina time, in the case of any Existing Letter of Credit), on the date that such LC Disbursement is made, if the such Borrower Representative shall have received notice of such LC Disbursement prior to 9:00 10:00 a.m., Chicago San Francisco time (or 10:00 a.m., Charlotte, North Carolina time, in the case of any Existing Letter of Credit), on such date, or, (ii) if such notice has not been received by the such Borrower Representative prior to such time on such date, then not later than 11:00 a.m.2:00 p.m., Chicago San Francisco time (or 2:00 p.m., Charlotte, North Carolina time, in the case of any Existing Letter of Credit), on (Ai) the Business Day that the such Borrower Representative receives such notice, if such notice is received prior to 9:00 10:00 a.m., Chicago San Francisco time (or 10:00 a.m., Charlotte, North Carolina time, in the case of any Existing Letter of Credit), on the day of receipt, or (Bii) the Business Day immediately following the day that the such Borrower Representative receives such notice, if such notice is not received prior to such time on the day of receipt; provided that the Borrowers relevant Borrower may, subject to the conditions to borrowing set forth herein, request in accordance with Section 2.03 or 2.05 that such payment be financed with an ABR Revolving Borrowing or Swingline Loan in an equivalent amount and, to the extent so financed, the Borrowers’ relevant Borrower’s obligation to make such payment shall be discharged and replaced by the resulting ABR Revolving Borrowing or Swingline LoanBorrowing. If the Borrowers fail relevant Borrower fails to make such payment when due, the Administrative Agent shall notify each Revolving Lender of the applicable LC Disbursement, the payment then due from the Borrowers such Borrower in respect thereof and such Lender’s Applicable Percentage thereof. Promptly following receipt of such notice, each Revolving Lender shall pay to the Administrative Agent its Applicable Percentage of the payment then due from the Borrowerssuch Borrower, in the same manner as provided in Section 2.07 2.06 with respect to Revolving Loans made by such Lender (and Section 2.07 2.06 shall apply, mutatis mutandis, to the payment obligations of the Revolving Lenders), and the Administrative Agent shall promptly pay to the relevant Issuing Bank the amounts so received by it from the Revolving Lenders. Promptly following receipt by the Administrative Agent of any payment from the Borrowers pursuant to this paragraph, the Administrative Agent shall distribute such payment to the Issuing Bank or, to the extent that Revolving Lenders have made payments pursuant to this paragraph to reimburse the Issuing Bank, then to such Lenders and the Issuing Bank Banks as their interests may appear. Any payment made by a Revolving Lender pursuant to this paragraph to reimburse the any Issuing Bank for any LC Disbursement (other than the funding of ABR Revolving Loans or a Swingline Loan as contemplated above) shall not constitute a Revolving Loan and shall not relieve the Borrowers relevant Borrower of their its obligation to reimburse such LC Disbursement.

Reimbursement. If the Issuing Bank shall make any LC Disbursement in respect of a Letter of Credit, the Borrowers shall reimburse such LC Disbursement by paying to the Administrative Agent an amount equal to such LC Disbursement (i) not later than 11:00 a.m.3:00 p.m., Chicago Local time, on the date that such LC Disbursement is made, if the Borrower Representative shall have received notice of such LC Disbursement prior to 9:00 10:00 a.m., Chicago Local time, on such date, or, (ii) if such notice has not been received by the Borrower Representative prior to such time on such date, then not later than 11:00 a.m.3:00 p.m., Chicago Local time, on (Ai) the Business Day that the Borrower Representative receives such notice, if such notice is received prior to 9:00 10:00 a.m., Chicago Local time, on the day of receipt, or (Bii) the Business Day immediately following the day that the Borrower Representative receives such notice, if such notice is not received prior to such time on the day of receipt; provided that the Borrowers may, subject to the conditions to borrowing set forth herein, request in accordance with Section 2.03 or 2.05 that such payment be financed with an ABR Revolving Borrowing or Swingline Loan in an equivalent amount and, to the extent so financed, the Borrowers’ obligation to make such payment shall be discharged and replaced by the resulting ABR Revolving Borrowing or Swingline LoanBorrowing. If the Borrowers fail to make such payment when due, such amount shall bear interest at the Alternate Base Rate and the Administrative Agent shall notify each Revolving Multicurrency Tranche Lender of the applicable LC Disbursement, the payment then due from the Borrowers in respect thereof and such Multicurrency Tranche Lender’s Applicable Multicurrency Tranche Revolving Credit Exposure Percentage thereof. Promptly following receipt of such notice, each Revolving Multicurrency Tranche Lender shall pay to the Administrative Agent its Applicable Multicurrency Tranche Revolving Credit Exposure Percentage of the payment then due from the Borrowers, in the same manner as provided in Section 2.07 with respect to Multicurrency Tranche Loans made by such Lender (and Section 2.07 shall apply, mutatis mutandis, to the payment obligations of the Revolving Multicurrency Tranche Lenders), and the Administrative Agent shall promptly pay to the Issuing Bank the amounts so received by it from the Revolving Multicurrency Tranche Lenders. Promptly following receipt by the Administrative Agent of any payment from the Borrowers pursuant to this paragraph, the Administrative Agent shall distribute such payment to the Issuing Bank or, to the extent that Revolving Multicurrency Tranche Lenders have made payments pursuant to this paragraph to reimburse the Issuing Bank, then to such Multicurrency Tranche Lenders and the Issuing Bank as their interests may appear. Any payment made by a Revolving Multicurrency Tranche Lender pursuant to this paragraph to reimburse the Issuing Bank for any LC Disbursement (other than the funding of ABR Revolving Loans or a Swingline Loan as contemplated above) shall not constitute a Loan and shall not relieve the Borrowers of their obligation to reimburse such LC Disbursement.

Reimbursement. If the Issuing Bank shall make any LC Disbursement in respect of a Letter of Credit, the Borrowers Borrower shall reimburse such LC Disbursement by paying to the Administrative Agent an amount equal to such LC Disbursement in the currency of such LC Disbursement (i) if such LC Disbursement shall have been denominated in Dollars, not later than 11:00 a.m.2:00 p.m., Chicago New York City time, on the date that such LC Disbursement is made, if the Borrower Representative shall have received notice of such LC Disbursement prior to 9:00 a.m., Chicago New York City time, on such date, or, (ii) if such notice has not been received by the Borrower Representative prior to such time on such date, then not later than 11:00 a.m.2:00 p.m., Chicago New York City time, on (Ax) the Domestic Business Day that the Borrower Representative receives such notice, if such notice is received prior to 9:00 a.m., Chicago New York City time, on the day of receipt, receipt or (By) the Domestic Business Day immediately following the day that the Borrower Representative receives such notice, if such notice is not received prior to such time on the day of receipt and (ii) if such LC Disbursement shall have been denominated in an Alternative Currency, not later than 12:00 noon, London time, on the Euro-Currency Business Day following the date that such LC Disbursement is made, if the Borrower shall have received notice of such LC Disbursement prior to 4:00 p.m., London time, on the date such LC Disbursement is made, or, if such notice has not been received by the Borrower prior to such time on such date, then not later than 12:00 noon, London time, on (x) the Euro-Currency Business Day following the date that the Borrower receives such notice, if such notice is received prior to 4:00 p.m., London time, on the day of receipt or (y) the second Euro-Currency Business Day immediately following the day that the Borrower receives such notice, if such notice is not received prior to such time on the day of receipt; provided PROVIDED that the Borrowers Borrower may, subject to the conditions to borrowing set forth herein, request in accordance with Section 2.03 or 2.05 2.04 that such payment be financed with (A) in the case of LC Disbursements denominated in Dollars, an ABR Revolving Borrowing (of not less than $10,000,000) or a Swingline Loan (of not less than $500,000) in an equivalent Dollar amount and (B) in the case of LC Disbursements denominated in an Alternative Currency, a Euro-Currency Borrowing for an equivalent amount in such currency and, to the extent so financed, the Borrowers’ Borrower's obligation to make such payment shall be discharged and replaced by the resulting ABR Revolving Borrowing or Swingline Loan or Euro-Currency Loan. If the Borrowers fail Borrower fails to make such payment when due, the Administrative Agent shall notify each Revolving Lender of the applicable LC Disbursement, the payment then due from the Borrowers Borrower in respect thereof and such Lender’s 's Applicable Percentage thereof. Promptly following receipt of such notice, each Revolving Lender shall pay to the Administrative Agent its Applicable Percentage of the payment then due from the BorrowersBorrower, in the same manner as provided in Section 2.07 2.06 with respect to Loans made by such Lender (and Section 2.07 2.06 shall apply, mutatis mutandisMUTATIS MUTANDIS, to the payment obligations of the Revolving Lenders), and the Administrative Agent shall promptly pay to the Issuing Bank the amounts so received by it from the Revolving Lenders. Promptly following receipt by the Administrative Agent of any payment from the Borrowers Borrower pursuant to this paragraph, the Administrative Agent shall distribute such payment to the Issuing Bank or, to the extent that Revolving Lenders have made payments pursuant to this paragraph to reimburse the Issuing Bank, then to such Lenders and the Issuing Bank as their interests may appear. Any payment made by a Revolving Lender pursuant to this paragraph to reimburse the Issuing Bank for any LC Disbursement (other than the funding of ABR Revolving Loans or a Swingline Loan as contemplated above) shall not constitute a Loan and shall not relieve the Borrowers Borrower of their its obligation to reimburse such LC Disbursement.

Reimbursement. If the Issuing Bank Lender shall make any LC Disbursement in respect of a Letter of CreditCredit for the US Borrower’s own account or the account of any of its Subsidiaries, the Borrowers US Borrower shall reimburse such LC Disbursement by paying to the Administrative Agent an amount equal to such LC Disbursement (i) not later than 11:00 a.m.1:00 p.m., Chicago New York City time, on the date that such LC Disbursement is made, if the US Borrower Representative shall have received notice of such LC Disbursement prior to 9:00 11:00 a.m., Chicago New York City time, on such date, or, (ii) if such notice has not been received by the US Borrower Representative prior to such time on such date, then not later than 11:00 a.m.1:00 p.m., Chicago New York City time, on (A) the Business Day that the Borrower Representative receives such notice, if such notice is received prior to 9:00 a.m., Chicago time, on the day of receipt, or (B) the Business Day immediately following the day that the US Borrower Representative receives such notice, if such notice is not received prior to such time on the day of receipt; provided that that, if such LC Disbursement is not less than $1,000,000, the Borrowers US Borrower may, subject to the conditions to borrowing set forth herein, request request, in accordance with Section 2.03 or 2.05 Section 2.04, that such payment be financed with an ABR Revolving Borrowing or Swingline Loan in an equivalent amount and, to the extent so financed, the Borrowers’ US Borrower’s obligation to make such payment shall be discharged and replaced by the resulting ABR Revolving Borrowing or Swingline Loan. If the Borrowers fail US Borrower fails to make such payment when due, the Administrative Agent shall notify each Revolving Credit Lender of the applicable LC Disbursement, the payment then due from the Borrowers US Borrower in respect thereof and such Lender’s Applicable Percentage thereof. Promptly following receipt of such notice, each Revolving Credit Lender shall pay to the Administrative Agent its Applicable Percentage of the payment then due from the BorrowersUS Borrower, in the same manner as provided in Section 2.07 with respect to Loans made by such Lender (and Section 2.07 shall apply, mutatis mutandis, to the payment obligations of the Revolving Lenderssuch Lender), and the Administrative Agent shall promptly pay to the Issuing Bank Lender the amounts so received by it from the Revolving Credit Lenders. Promptly following receipt by the Administrative Agent of any payment from the Borrowers US Borrower pursuant to this paragraph, the Administrative Agent shall distribute such payment to the Issuing Bank Lender or, to the extent that the Revolving Credit Lenders have made payments pursuant to this paragraph to reimburse the Issuing BankLender, then to such Revolving Credit Lenders and the Issuing Bank Lender as their interests may appear. Any payment made by a Revolving Credit Lender pursuant to this paragraph to reimburse the Issuing Bank Lender for any LC Disbursement (other than the funding of ABR Revolving Loans or a Swingline Loan as contemplated above) shall not constitute a Loan and shall not relieve the Borrowers US Borrower of their its obligation to reimburse such LC Disbursement.

Reimbursement. If the Issuing Bank Lender shall make any LC Disbursement in respect of a Letter of Credit, the Borrowers Borrower shall reimburse such LC Disbursement by paying to the Administrative Agent an amount equal to such LC Disbursement (i) not later than 11:00 a.m.3:00 p.m., Chicago New York City time, on the date that such LC Disbursement is made, if the Borrower Representative shall have received notice of such LC Disbursement prior to 9:00 11:00 a.m., Chicago New York City time, on such date, or, (ii) if such notice has not been received by the Borrower Representative prior to such time on such date, then not later than 11:00 a.m.3:00 p.m., Chicago New York City time, on (Ai) the Business Day that the Borrower Representative receives such notice, if such notice is received prior to 9:00 11:00 a.m., Chicago New York City time, on the day of receipt, or (Bii) the Business Day immediately following the day that the Borrower Representative receives such notice, if such notice is not received prior to such time on the day of receipt; provided that the Borrowers Borrower may, subject to the conditions to borrowing set forth herein, request in accordance with Section 2.03 or 2.05 that such payment be financed with an ABR Revolving Borrowing or Swingline Loan in an equivalent amount and, to the extent so financed, the Borrowers’ Borrower’s obligation to make such payment shall be discharged and replaced by the resulting ABR Revolving Borrowing or Swingline LoanBorrowing. If the Borrowers fail Borrower fails to make such payment when due, the Administrative Agent shall notify each Revolving Lender of the applicable LC Disbursement, the payment then due from the Borrowers Borrower in respect thereof and such Lender’s Applicable Percentage thereof. Promptly following receipt of such notice, each Revolving Lender shall pay to the Administrative Agent its Applicable Percentage of the payment then due from the BorrowersBorrower, in the same manner as provided in Section 2.07 2.05 with respect to Loans made by such Lender (and Section 2.07 2.05 shall apply, mutatis mutandis, to the payment obligations of the Revolving Lenders), and the Administrative Agent shall promptly pay to the Issuing Bank Lender the amounts so received by it from the Revolving Lenders. Promptly following receipt by the Administrative Agent of any payment from the Borrowers Borrower pursuant to this paragraph, the Administrative Agent shall distribute such payment to the Issuing Bank Lender or, to the extent that Revolving Lenders have made payments pursuant to this paragraph to reimburse the Issuing BankLender, then to such Lenders and the Issuing Bank Lender as their interests may appear. Any payment made by a Revolving Lender pursuant to this paragraph to reimburse the Issuing Bank Lender for any LC Disbursement (other than the funding of ABR Revolving Loans or a Swingline Loan as contemplated above) shall not constitute a Loan and shall not relieve the Borrowers Borrower of their its obligation to reimburse such LC Disbursement.

Reimbursement. If the Issuing Bank shall make any LC Disbursement in respect of a Letter of Credit, the Borrowers shall reimburse such LC Disbursement by paying to the Administrative Agent an amount equal to such LC Disbursement (i) not later than 11:00 a.m.12:00 p.m., Chicago New York time, on the date that such LC Disbursement is made, if the Borrower Representative shall have received notice of such LC Disbursement prior to 9:00 10:00 a.m., Chicago New York time, on such date, or, (ii) if such notice has not been received by the Borrower Representative prior to such time on such date, then not later than 11:00 a.m.12:00 p.m., Chicago New York time, on (A) the Business Day that the Borrower Representative receives such notice, if such notice is received prior to 9:00 10:00 a.m., Chicago New York time, on the day of receipt, or (B) the Business Day immediately following the day that the Borrower Representative receives such notice, if such notice is not received prior to such time on the day of receipt; provided that the Borrowers may, subject to the conditions to borrowing set forth herein, request in accordance with Section 2.03 or 2.05 that such payment be financed with an ABR a CBFR Revolving Borrowing or Swingline Loan in an equivalent amount and, to the extent so financed, the Borrowers’ obligation to make such payment shall be discharged and replaced by the resulting ABR CBFR Revolving Borrowing or Swingline Loan. If the Borrowers fail to make such payment when due, the Administrative Agent shall notify each Revolving Lender of the applicable LC Disbursement, the payment then due from the Borrowers in respect thereof and such Lender’s Applicable Percentage thereof. Promptly following receipt of such notice, each Revolving Lender shall pay to the Administrative Agent its Applicable Percentage of the payment then due from the Borrowers, in the same manner as provided in Section 2.07 with respect to Loans made by such Lender (and Section 2.07 shall apply, mutatis mutandis, to the payment obligations of the Revolving Lenders), and the Administrative Agent shall promptly pay to the Issuing Bank the amounts so received by it from the Revolving Lenders. Promptly following receipt by the Administrative Agent of any payment from the Borrowers pursuant to this paragraph, the Administrative Agent shall distribute such payment to the Issuing Bank or, to the extent that Revolving Lenders have made payments pursuant to this paragraph to reimburse the Issuing Bank, then to such Lenders and the Issuing Bank as their interests may appear. Any payment made by a Revolving Lender pursuant to this paragraph to reimburse the Issuing Bank for any LC Disbursement (other than the funding of ABR CBFR Revolving Loans or a Swingline Loan as contemplated above) shall not constitute a Loan and shall not relieve the Borrowers of their obligation to reimburse such LC Disbursement.

Reimbursement. If the any Issuing Bank shall make any LC Disbursement in respect of a Letter of Credit, the Borrowers Borrower shall reimburse such LC Disbursement by paying to the Administrative Agent an amount equal to such LC Disbursement (i) not later than 11:00 a.m.2:30 p.m., Chicago New York City time, on the date that such LC Disbursement is made, if the Borrower Representative shall have received notice of such LC Disbursement prior to 9:00 a.m.1:00 p.m., Chicago New York City time, on such date, or, (ii) if such notice has not been received by the Borrower Representative prior to such time on such date, then not later than 11:00 a.m.2:30 p.m., Chicago New York City time, on (Ai) the Business Day that the Borrower Representative receives such notice, if such notice is received prior to 9:00 a.m.1:00 p.m., Chicago New York City time, on the day of receipt, or (Bii) the Business Day immediately following the day that the Borrower Representative receives such notice, if such notice is not received prior to such time on the day of receipt; provided that that, if such LC Disbursement is not less than $1,000,000, the Borrowers may, subject to the conditions to borrowing set forth herein, Borrower may request in accordance with Section 2.03 or 2.05 2.8 that such payment be financed with an ABR Revolving Borrowing or Swingline Loan a Floating Rate Advance in an equivalent amount and, to the extent so financed, the Borrowers’ Borrower's obligation to make such payment shall be discharged and replaced by the resulting ABR Revolving Borrowing or Swingline LoanFloating Rate Advance. If the Borrowers fail Borrower fails to make such payment when due, the Administrative Agent shall notify each Revolving Lender of the applicable LC Disbursement, the payment then due from the Borrowers Borrower in respect thereof and such Lender’s 's Applicable Percentage thereof. Promptly following receipt of such notice, each Revolving Lender shall pay to the Administrative Agent its Applicable Percentage of the payment then due from the BorrowersBorrower, in the same manner as provided in Section 2.07 2.12 with respect to Loans made by such Lender (and Section 2.07 2.12 shall apply, mutatis mutandis, to the payment obligations of the Revolving Lenders), and the Administrative Agent shall promptly pay to the applicable Issuing Bank the amounts so received by it from the Revolving Lenders. Promptly following receipt by the Administrative Agent of any payment from the Borrowers Borrower pursuant to this paragraph, the Administrative Agent shall distribute such payment to the applicable Issuing Bank or, to the extent that Revolving Lenders have made payments pursuant to this paragraph to reimburse the such Issuing Bank, then to such Lenders and the applicable Issuing Bank as their interests may appear. Any payment made by a Revolving Lender pursuant to this paragraph to reimburse the any Issuing Bank for any LC Disbursement (other than the funding of ABR Revolving Loans or a Swingline Loan Floating Rate Advances as contemplated above) shall not constitute a Loan and shall not relieve the Borrowers Borrower of their its obligation to reimburse such LC Disbursement.

Reimbursement. If the any Issuing Bank shall make any LC Disbursement in respect of a Letter of Credit, the Borrowers Borrower shall reimburse such LC Disbursement by paying to the Administrative Agent an amount equal to such LC Disbursement (i) not later than 11:00 a.m.5:00 p.m., Chicago New York City time, on the date that such LC Disbursement is made, if the Borrower Representative shall have received notice of such LC Disbursement prior to 9:00 10:00 a.m., Chicago New York City time, on such date, or, (ii) if such notice has not been received by the Borrower Representative prior to such time on such date, then not later than 11:00 a.m.5:00 p.m., Chicago New York City time, on (Ai) the Business Day that the Borrower Representative receives such notice, if such notice is received prior to 9:00 10:00 a.m., Chicago New York City time, on the day of receipt, or (Bii) the Business Day immediately following the day that the Borrower Representative receives such notice, if such notice is not received prior to such time on the day of receipt; provided that the Borrowers Borrower may, at its election and subject to the conditions to borrowing set forth herein, request in accordance with Section 2.03 or 2.05 2.04, as applicable, that such payment be financed with an ABR Revolving Borrowing (if such LC Disbursement is not less than $1,000,000) or a Swingline Loan in an equivalent amount and, to the extent so financed, the Borrowers’ Borrower’s obligation to make such payment shall be discharged and replaced by the resulting ABR Revolving Borrowing or Swingline Loan. If the Borrowers fail Borrower fails to make such payment when due, the applicable Issuing Bank shall promptly notify the Administrative Agent thereof, and the Administrative Agent shall notify each Revolving Lender of the applicable LC Disbursement, the payment then due from the Borrowers Borrower in respect thereof and such Lender’s Applicable Percentage thereof. Promptly following receipt of such noticenotice (and in any event, if such notice is received by 12:00 noon, New York City time, on a Business Day, no later than 2:00 p.m., New York City time on such Business Day and if received after 12:00 noon, New York City time, on a Business Day, no later than 10:00 a.m., New York City time, on the immediately succeeding Business Day), each Revolving Lender shall pay to the Administrative Agent its Applicable Percentage of the payment then due from the BorrowersBorrower, in the same manner as provided in Section 2.07 2.06 with respect to Loans made by such Lender (and Section 2.07 2.06 shall apply, mutatis mutandis, to the payment obligations of the Revolving LendersLenders pursuant to this paragraph), and the Administrative Agent shall promptly pay remit to the applicable Issuing Bank the amounts so received by it from the Revolving Lenders. Promptly following receipt by the Administrative Agent of any payment from the Borrowers Borrower pursuant to this paragraph, the Administrative Agent shall distribute such payment to the applicable Issuing Bank or, to the extent that Revolving Lenders have made payments pursuant to this paragraph to reimburse the such Issuing Bank, then to such Lenders and the such Issuing Bank as their interests may appear. Any payment made by a Revolving Lender pursuant to this paragraph to reimburse the any Issuing Bank for any LC Disbursement (other than the funding of ABR Revolving Loans or a Swingline Loan as contemplated above) shall not constitute a Loan and shall not relieve the Borrowers Borrower of their its obligation to reimburse such LC Disbursement.

Reimbursement. If the Issuing Bank shall make any LC Disbursement in respect of a Letter of Credit, the Borrowers Borrower shall reimburse such LC Disbursement by paying to the Administrative Agent an amount equal to such LC Disbursement (i) not later than 11:00 a.m.3:00 p.m., Chicago New York City time, on the date that such LC Disbursement is made, if the Borrower Representative shall have received notice of such LC Disbursement prior to 9:00 10:00 a.m., Chicago New York City time, on such date, or, (ii) if such notice has not been received by the Borrower Representative prior to such time on such date, then not later than 11:00 a.m.3:00 p.m., Chicago New York City time, on (A) the Business Day that the Borrower Representative receives such notice, if such notice is received prior to 9:00 10:00 a.m., Chicago New York City time, on the day of receipt, or (B) the Business Day immediately following the day that the Borrower Representative receives such notice, if such notice is not received prior to such time on the day of receipt; provided that the Borrowers mayBorrower shall, subject to the conditions to borrowing Borrowing set forth herein, be deemed to have requested, and the Borrower does hereby request in accordance with Section 2.03 or 2.05 under such circumstances, that such payment be financed with an ABR Revolving Borrowing or Swingline Loan in an equivalent amount and, to the extent so financed, the Borrowers’ Borrower’s obligation to make such payment shall be discharged and replaced by the resulting ABR Revolving Borrowing or Swingline LoanBorrowing. If the Borrowers fail Borrower fails to make such payment when due, the Administrative Agent shall notify each Revolving Lender of the applicable LC Disbursement, the payment then due from the Borrowers Borrower in respect thereof and such Lender’s Applicable Percentage thereof. Promptly following receipt of such notice, each Revolving Lender shall pay to the Administrative Agent its Applicable Percentage of the payment then due from the BorrowersBorrower, in the same manner as provided in Section 2.07 2.05 with respect to Loans made by such Lender (and Section 2.07 2.05 shall apply, mutatis mutandis, to the payment obligations of the Revolving Lenders), and the Administrative Agent shall promptly pay to the Issuing Bank the amounts so received by it from the Revolving Lenders. Promptly following receipt by the Administrative Agent of any payment from the Borrowers Borrower pursuant to this paragraphSection 2.08(e), the Administrative Agent shall distribute such payment to the Issuing Bank or, to the extent that Revolving Lenders have made payments pursuant to this paragraph Section 2.08(e) to reimburse the Issuing Bank, then to such Lenders and the Issuing Bank as their interests may appear. Any payment made by a Revolving Lender pursuant to this paragraph Section 2.08(e) to reimburse the Issuing Bank for any LC Disbursement (other than the funding of ABR Revolving Loans or a Swingline Loan as contemplated above) shall not constitute a Loan and shall not relieve the Borrowers Borrower of their its obligation to reimburse such LC Disbursement.

Reimbursement. If the any Issuing Bank shall make any LC Disbursement in respect of a Letter of Credit, the Borrowers Borrower shall reimburse such LC Disbursement by paying to the Administrative Agent an amount equal to such LC Disbursement (i) not later than 11:00 a.m.5:00 p.m., Chicago New York City time, on the date that such LC Disbursement is made, if the Borrower Representative shall have received notice of such LC Disbursement prior to 9:00 10:00 a.m., Chicago New York City time, on such date, or, (ii) if such notice has not been received by the Borrower Representative prior to such time on such date, then not later than 11:00 a.m.5:00 p.m., Chicago New York City time, on (Ai) the Business Day that the Borrower Representative receives such notice, if such notice is received prior to 9:00 10:00 a.m., Chicago New York City time, on the day of receipt, or (Bii) the Business Day immediately following the day that the Borrower Representative receives such notice, if such notice is not received prior to such time on the day of receipt; provided that the Borrowers Borrower may, at its election and subject to the conditions to borrowing set forth herein, request in accordance with Section 2.03 or 2.05 Section 2.04, as applicable, that such payment be financed with an ABR Revolving Borrowing (if such LC Disbursement is not less than $1,000,000) or a Swingline Loan in an equivalent amount and, to the extent so financed, the Borrowers’ Borrower’s obligation to make such payment shall be discharged and replaced by the resulting ABR Revolving Borrowing or Swingline Loan. If the Borrowers fail Borrower fails to make such payment when due, the applicable Issuing Bank shall promptly notify the Administrative Agent thereof, and the Administrative Agent shall notify each Revolving Lender of the applicable LC Disbursement, the payment then due from the Borrowers Borrower in respect thereof and such Lender’s Applicable Percentage thereof. Promptly following receipt of such noticenotice (and in any event, if such notice is received by 12:00 noon, New York City time, on a Business Day, no later than 2:00 p.m., New York City time on such Business Day and if received after 12:00 noon, New York City time, on a Business Day, no later than 10:00 a.m., New York City time, on the immediately succeeding Business Day), each Revolving Lender shall pay to the Administrative Agent its Applicable Percentage of the payment then due from the BorrowersBorrower, in the same manner as provided in Section 2.07 2.06 with respect to Loans made by such Lender (and Section 2.07 2.06 shall apply, mutatis mutandis, to the payment obligations of the Revolving LendersLenders pursuant to this paragraph), and the Administrative Agent shall promptly pay remit to the applicable Issuing Bank the amounts so received by it from the Revolving Lenders. Promptly following receipt by the Administrative Agent of any payment from the Borrowers Borrower pursuant to this paragraph, the Administrative Agent shall distribute such payment to the applicable Issuing Bank or, to the extent that Revolving Lenders have made payments pursuant to this paragraph to reimburse the such Issuing Bank, then to such Lenders and the such Issuing Bank as their interests may appear. Any payment made by a Revolving Lender pursuant to this paragraph to reimburse the any Issuing Bank for any LC Disbursement (other than the funding of ABR Revolving Loans or a Swingline Loan as contemplated above) shall not constitute a Loan and shall not relieve the Borrowers Borrower of their its obligation to reimburse such LC Disbursement.

Reimbursement. If the an Issuing Bank shall make any LC Disbursement in respect of a Letter of Credit, the Borrowers shall shall, following notice of such LC Disbursement to the Borrower Representative, reimburse such LC Disbursement by paying to the Administrative Agent an amount equal to such LC Disbursement (i) not later than 11:00 a.m.1:00 p.m., Chicago New York time, on the date that such LC Disbursement is made, if the Borrower Representative shall have received notice of such LC Disbursement prior to 9:00 10:00 a.m., Chicago New York time, on such date, or, (ii) if such notice has not been received by the Borrower Representative prior to such time on such date, then not later than 11:00 a.m.1:00 p.m., Chicago New York time, on (Ai) the Business Day that the Borrower Representative receives such notice, if such notice is received prior to 9:00 10:00 a.m., Chicago New York time, on the day of receipt, or (Bii) the Business Day immediately following the day that the Borrower Representative receives such notice, if such notice is not received prior to such time on the day of receipt; provided that the Borrowers may, subject to the conditions to borrowing set forth herein, request in accordance with Section 2.03 or 2.05 that such payment be financed with an ABR Revolving Borrowing or Swingline Loan in an equivalent amount and, to the extent so financed, the Borrowers’ obligation to make such payment shall be discharged and replaced by the resulting ABR Revolving Borrowing or Swingline Loan. If the Borrowers fail to make such payment when due, the Administrative Agent shall notify each Revolving Lender of the applicable LC Disbursement, the payment then due from the Borrowers in respect thereof and such Lender’s Applicable Percentage thereof. Promptly following receipt of such notice, each Revolving Lender shall pay to the Administrative Agent its Applicable Percentage of the payment then due from the Borrowers, in the same manner as provided in Section 2.07 with respect to Loans made by such Lender (and Section 2.07 shall apply, mutatis mutandis, to the payment obligations of the Revolving Lenders), and the Administrative Agent shall promptly pay to the such Issuing Bank the amounts so received by it from the Revolving Lenders. Promptly following receipt by the Administrative Agent of any payment from the Borrowers pursuant to this paragraph, the Administrative Agent shall distribute such payment to the applicable Issuing Bank or, to the extent that Revolving Lenders have made payments pursuant to this paragraph to reimburse the such Issuing Bank, then to such Lenders and the such Issuing Bank as their interests may appear. Any payment made by a Revolving Lender pursuant to this paragraph to reimburse the an Issuing Bank for any LC Disbursement (other than the funding of ABR Revolving Loans or a Swingline Loan as contemplated above) shall not constitute a Loan and shall not relieve the Borrowers of their obligation to reimburse such LC Disbursement.

Reimbursement. If the an Issuing Bank shall make any LC Disbursement in respect of a Letter of Credit, the Borrowers relevant Account Party shall reimburse such LC Disbursement by paying to the Administrative Agent an amount equal to such LC Disbursement (i) not later than 11:00 a.m.1:00 p.m., Chicago New York City time, on the date that such LC Disbursement is made, if such Account Party, as the Borrower Representative case may be, shall have received notice of such LC Disbursement prior to 9:00 10:00 a.m., Chicago New York City time, on such date, or, (ii) if such notice has not been received by the Borrower Representative such Account Party prior to such time on such date, then not later than 11:00 a.m.1:00 p.m., Chicago New York City time, on (Ai) the Business Day that the Borrower Representative such Account Party receives such notice, if such notice is received prior to 9:00 10:00 a.m., Chicago New York City time, on the day of receipt, or (Bii) the Business Day immediately following the day that the Borrower Representative such Account Party receives such notice, if such notice is not received prior to such time on the day of receipt; provided that in the Borrowers case of a LC Disbursement in respect of a Local Letter of Credit, the times of day referred to above in this clause (e) shall be deemed to be the local time at the place of payment; provided further that, if such LC Disbursement is denominated in Dollars and is not less than $500,000, such Account Party may, subject to the conditions to borrowing set forth herein, request in accordance with Section 2.03 or 2.05 2.04 that such payment be financed with an ABR Revolving Borrowing or Swingline Loan in an equivalent amount and, to the extent so financed, the Borrowers’ obligation to make such payment shall be discharged and replaced by the resulting ABR Revolving Borrowing or Swingline Loan. If the Borrowers fail such Account Party fails to make such payment when due, the Administrative Agent shall notify each Revolving Lender of the applicable LC Disbursement, the payment then due from the Borrowers such Account Party in respect thereof and such Lender’s Applicable Percentage thereof. Promptly following receipt of such noticenotice (but subject to Section 2.05(k), in the case of Local Letters of Credit), each Revolving Lender shall pay to the Administrative Agent its Applicable Percentage of the payment then due from the Borrowerssuch Account Party, in the same manner as provided in Section 2.07 2.06 with respect to Revolving Loans made by such Lender (and Section 2.07 2.06 shall apply, mutatis mutandis, to the payment obligations of the Revolving Lenders), and the Administrative Agent shall promptly pay to the relevant Issuing Bank the amounts so received by it from the Revolving Lenders. Promptly following receipt by the Administrative Agent of any payment from the Borrowers such Account Party pursuant to this paragraph, the Administrative Agent shall distribute such payment to the such Issuing Bank or, to the extent that Revolving Lenders have made payments pursuant to this paragraph to reimburse the such Issuing Bank, then to such Lenders and the such Issuing Bank as their interests may appear. Any payment made by a Revolving Lender pursuant to this paragraph to reimburse the such Issuing Bank for any LC Disbursement (other than the funding of ABR Revolving Loans or a Swingline Loan as contemplated above) shall not constitute a Loan and shall not relieve the Borrowers such Account Party of their its obligation to reimburse such LC Disbursement.

Reimbursement. If the any Issuing Bank shall make any LC Disbursement in respect of a Letter of Credit, the Borrowers Borrower shall reimburse such LC Disbursement by paying to the Administrative Agent in Dollars an amount equal to such LC Disbursement (i) not later than 11:00 a.m.5:00 p.m., Chicago New York City time, on the date that such LC Disbursement is made, if the Borrower Representative shall have received notice of such LC Disbursement prior to 9:00 10:00 a.m., Chicago New York City time, on such date, or, (ii) if such notice has not been received by the Borrower Representative prior to such time on such date, then not later than 11:00 a.m.5:00 p.m., Chicago New York City time, on (A) the Business Day that the Borrower Representative receives such notice, if such notice is received prior to 9:00 a.m., Chicago time, on the day of receipt, or (B) the Business Day immediately following the day that the Borrower Representative receives such notice, if such notice is not received prior to such time on the day of receipt; provided that the Borrowers Borrower may, at its election and subject to the conditions to borrowing set forth herein, request in accordance with Section 2.03 2.02 or 2.05 2.21 that such payment be financed with an ABR Revolving Borrowing or Swingline Loan in an equivalent amount of such LC Disbursement and, to the extent so financed, the Borrowers’ Borrower’s obligation to make such payment shall be discharged and replaced by the resulting ABR Revolving Borrowing or Swingline Loan. If the Borrowers fail Borrower fails to make such payment when due, the Administrative Agent shall notify each Revolving Lender of the applicable LC Disbursement, the payment then due from the Borrowers Borrower in respect thereof and such Lender’s Applicable Percentage thereof. Promptly following receipt of such notice, each Revolving Lender shall pay to the Administrative Agent its Applicable Percentage of the payment then due from the BorrowersBorrower, in the same manner as provided in Section 2.07 2.05 with respect to Loans made by such Lender (and Section 2.07 2.05 shall apply, mutatis mutandis, to the payment obligations of the Revolving Lenders), and the Administrative Agent shall promptly pay to the applicable Issuing Bank the amounts so received by it from the Revolving Lenders. Promptly following receipt by the Administrative Agent of any payment from the Borrowers Borrower pursuant to this paragraph, the Administrative Agent shall distribute such payment to the applicable Issuing Bank or, to the extent that Revolving Lenders have made payments pursuant to this paragraph to reimburse the such Issuing Bank, then to such Lenders and the such Issuing Bank as their interests may appear. Any payment made by a Revolving Lender pursuant to this paragraph to reimburse the any Issuing Bank for any LC Disbursement (other than the funding of ABR Revolving Loans or a Swingline Loan as contemplated above) shall not constitute a Loan and shall not relieve the Borrowers Borrower of their its obligation to reimburse such LC Disbursement.

Reimbursement. If the an Issuing Bank shall make any LC Disbursement in respect of a Letter of Credit, the Borrowers Borrower shall reimburse such LC Disbursement by paying to the Administrative Agent an amount equal to such LC Disbursement (i) not later than 11:00 a.m.3:00 p.m., Chicago New York City time, on the date that such LC Disbursement is made, if the Borrower Representative shall have received notice of such LC Disbursement prior to 9:00 10:00 a.m., Chicago New York City time, on such date, or, (ii) if such notice has not been received by the Borrower Representative prior to such time on such date, then not later than 11:00 a.m.3:00 p.m., Chicago New York City time, on (Ai) the Business Day that the Borrower Representative receives such notice, if such notice is received prior to 9:00 10:00 a.m., Chicago New York City time, on the day of receipt, or (Bii) the Business Day immediately following the day that the Borrower Representative receives such notice, if such notice is not received prior to such time on the day of receipt; provided that PROVIDED that, the Borrowers Borrower may, subject to the conditions to borrowing set forth herein, request in accordance with Section 2.03 or 2.05 2.04 that such payment be financed with an ABR Revolving Borrowing or Swingline Loan in an equivalent amount and, to the extent so financed, the Borrowers’ Borrower's obligation to make such payment shall be discharged and replaced by the resulting ABR Revolving Borrowing or Swingline Loan. If the Borrowers fail Borrower fails to make such payment when due, the Administrative Agent shall notify each Revolving Lender of the applicable LC Disbursement, the payment then due from the Borrowers Borrower in respect thereof and such Lender’s 's Applicable Percentage thereof. Promptly following receipt of such notice, each Revolving Lender shall pay to the Administrative Agent its Applicable Percentage of the payment then due from the BorrowersBorrower, in the same manner as provided in Section 2.07 2.06 with respect to Loans made by such Lender (and Section 2.07 2.06 shall apply, mutatis mutandisMUTATIS MUTANDIS, to the payment obligations of the Revolving Lenders), and the Administrative Agent shall promptly pay to the applicable Issuing Bank the amounts so received by it from the Revolving Lenders. Promptly following receipt by the Administrative Agent of any payment from the Borrowers Borrower pursuant to this paragraph, the Administrative Agent shall distribute such payment to the applicable Issuing Bank or, to the extent that Revolving Lenders have made payments pursuant to this paragraph to reimburse the such applicable Issuing Bank, then to such Lenders and the applicable Issuing Bank as their interests may appear. Any payment made by a Revolving Lender pursuant to this paragraph to reimburse the applicable Issuing Bank for any LC Disbursement (other than the funding of ABR Revolving Loans or a Swingline Loan as contemplated above) shall not constitute a Loan and shall not relieve the Borrowers Borrower of their its obligation to reimburse such LC Disbursement.

Reimbursement. If the an Issuing Bank shall make any LC Disbursement in respect of a Letter of Credit, the Borrowers Borrower shall reimburse such LC Disbursement by paying to the Administrative Agent an amount equal to such LC Disbursement in the currency of such LC Disbursement (i) if such LC Disbursement shall have been denominated in Dollars, not later than 11:00 a.m.2:00 p.m., Chicago New York City time, on the date that such LC Disbursement is made, if the Borrower Representative shall have received notice of such LC Disbursement prior to 9:00 a.m., Chicago New York City time, on such date, or, (ii) if such notice has not been received by the Borrower Representative prior to such time on such date, then not later than 11:00 a.m.2:00 p.m., Chicago New York City time, on (Ax) the Domestic Business Day that the Borrower Representative receives such notice, if such notice is received prior to 9:00 a.m., Chicago New York City time, on the day of receipt, receipt or (By) the Domestic Business Day immediately following the day that the Borrower Representative receives such notice, if such notice is not received prior to such time on the day of receipt and (ii) if such LC Disbursement shall have been denominated in an Alternative Currency, not later than 12:00 noon, London time, on the Euro-Currency Business Day following the date that such LC Disbursement is made, if the Borrower shall have received notice of such LC Disbursement prior to 4:00 p.m., London time, on the date such LC Disbursement is made, or, if such notice has not been received by the Borrower prior to such time on such date, then not later than 12:00 noon, London time, on (x) the Euro-Currency Business Day following the date that the Borrower receives such notice, if such notice is received prior to 4:00 p.m., London time, on the day of receipt or (y) the second Euro-Currency Business Day immediately following the day that the Borrower receives such notice, if such notice is not received prior to such time on the day of receipt; provided that the Borrowers Borrower may, subject to the conditions to borrowing set forth herein, request in accordance with Section 2.03 or 2.05 2.04 that such payment be financed with (A) in the case of LC Disbursements denominated in Dollars, an ABR Revolving Borrowing (of not less than $10,000,000) or a Swingline Loan (of not less than $500,000) in an equal amount and (B) in the case of LC Disbursements denominated in an Alternative Currency, a Euro-Currency Borrowing for an equivalent amount in such currency and, to the extent so financed, the Borrowers’ Borrower’s obligation to make such payment shall be discharged and replaced by the resulting ABR Revolving Borrowing or Swingline LoanLoan or Euro-Currency Borrowing. If the Borrowers fail Borrower fails to make such payment when due, the Administrative Agent shall notify each Revolving Lender of the applicable LC Disbursement, the payment then due from the Borrowers Borrower in respect thereof and such Lender’s Applicable Percentage thereof. Promptly following receipt of such notice, each Revolving Lender shall pay to the Administrative Agent its Applicable Percentage of the payment then due from the BorrowersBorrower, in the same manner as provided in Section 2.07 2.06 with respect to Loans made by such Lender (and Section 2.07 2.06 shall apply, mutatis mutandis, to the payment obligations of the Revolving Lenders), and the Administrative Agent shall promptly pay to the applicable Issuing Bank the amounts so received by it from the Revolving Lenders. Promptly following receipt by the Administrative Agent of any payment from the Borrowers Borrower pursuant to this paragraph, the Administrative Agent shall distribute such payment to the applicable Issuing Bank or, to the extent that Revolving Lenders have made payments pursuant to this paragraph to reimburse the such Issuing Bank, then to such Lenders and the such Issuing Bank as their interests may appear. Any payment made by a Revolving Lender pursuant to this paragraph to reimburse the an Issuing Bank for any LC Disbursement (other than the funding of ABR Revolving Loans or a Swingline Loan as contemplated above) shall not constitute a Loan and shall not relieve the Borrowers Borrower of their its obligation to reimburse such LC Disbursement.

Reimbursement. If the an Issuing Bank Lender shall make any LC Disbursement in respect of a Letter of Credit, the Borrowers Borrower shall reimburse such Issuing Lender in respect of such LC Disbursement by paying to the Administrative Agent an amount equal to such LC Disbursement (i) not later than 11:00 a.m., Chicago 1:00 p.m. (New York time, on the date that such LC Disbursement is made, if the Borrower Representative shall have received notice of such LC Disbursement prior to 9:00 a.m., Chicago time, on such date, or, (ii) if such notice has not been received by the Borrower Representative prior to such time on such date, then not later than 11:00 a.m., Chicago time, on (Ai) the Business Day that the Borrower Representative receives notice of such noticeLC Disbursement, if such notice is received prior to 9:00 a.m., Chicago 11:00 a.m. (New York time, on the day of receipt, ) or (Bii) the Business Day immediately following the day that the Borrower Representative receives such notice, if such notice is not received prior to such time time; provided that, anything contained in this Agreement to the contrary notwithstanding, (A) unless the Borrower shall have notified Administrative Agent and such Issuing Lender prior to 1:00 p.m. (New York City time) on the day date on which the Borrower is obligated to reimburse such Issuing Lender in respect of receipt; provided such LC Disbursement (the “Reimbursement Date”) that the Borrowers mayBorrower intends to reimburse such Issuing Lender for the amount of such payment with funds other than the proceeds of a Base Rate Borrowing, the Borrower shall be deemed to have delivered an irrevocable Borrowing Request to Administrative Agent containing all of the representations set forth in Exhibit A requesting Revolving Lenders to make Base Rate Loans on the Business Day following the Reimbursement Date in an amount equal to the amount of the payment and (B) subject to satisfaction or written waiver of the conditions to borrowing set forth herein, request specified in Section 1.1 and 5.2 in accordance with the terms thereof, Revolving Lenders shall, on the Reimbursement Date, make Base Rate Loans in the amount of such payment, the proceeds of which shall be applied directly by Administrative Agent to reimburse such Issuing Lender for the amount of such payment; provided, further, that no Potential Default or Event of Default shall be deemed to exist by reason of a failure of the Borrower to reimburse such Issuing Lender pending the making of such Revolving Loans on the Business Day following the applicable Reimbursement Date in accordance with the terms hereof, including the prior satisfaction or written waiver of the conditions specified in Section 2.03 or 2.05 that 1.1 and 5.2 in accordance with the terms thereof; and provided, further that, if for any reason proceeds of Revolving Loans are not received by such Issuing Lender on the Business Day following the Reimbursement Date in an amount equal to the amount of such payment, the Borrower shall immediately reimburse such Issuing Lender, on demand, in an amount in same day funds equal to the excess of the amount of such payment be financed with an ABR over the aggregate amount of such Revolving Borrowing or Swingline Loan in an equivalent amount andLoans, to the extent if any, which are so financed, the Borrowers’ obligation to make such payment shall be discharged and replaced by the resulting ABR Revolving Borrowing or Swingline Loanreceived. If the Borrowers fail Borrower fails to make such payment when due, the Administrative Agent shall notify each Revolving Lender of the applicable LC Disbursement, the payment then due from the Borrowers Borrower in respect thereof and such Revolving Lender’s Applicable Revolving Percentage thereof. Promptly following receipt of such notice, each Revolving The applicable Issuing Lender shall pay to promptly notify the Administrative Agent its Applicable Percentage upon the making of the payment then due from the Borrowers, in the same manner as provided in Section 2.07 with respect to Loans made by such Lender (and Section 2.07 shall apply, mutatis mutandis, to the payment obligations of the Revolving Lenders), and the Administrative Agent shall promptly pay to the Issuing Bank the amounts so received by it from the Revolving Lenders. Promptly following receipt by the Administrative Agent of any payment from the Borrowers pursuant to this paragraph, the Administrative Agent shall distribute such payment to the Issuing Bank or, to the extent that Revolving Lenders have made payments pursuant to this paragraph to reimburse the Issuing Bank, then to such Lenders and the Issuing Bank as their interests may appear. Any payment made by a Revolving Lender pursuant to this paragraph to reimburse the Issuing Bank for any LC Disbursement (other than the funding of ABR Revolving Loans or a Swingline Loan as contemplated above) shall not constitute a Loan and shall not relieve the Borrowers of their obligation to reimburse such each LC Disbursement.

Reimbursement. If the an Issuing Bank shall make any LC Disbursement in respect of a Letter of Credit, (i) the Borrowers applicable Account Party shall reimburse such LC Disbursement by paying to the Administrative Agent such Issuing Bank an amount equal to such LC Disbursement (i) not later than 11:00 a.m.12:00 noon, Chicago New York City time, on the date that such LC Disbursement is made, if the Borrower Representative such Account Party shall have received notice of such LC Disbursement prior to 9:00 10:00 a.m., Chicago New York City time, on such date, or, (ii) if such notice has not been received by the Borrower Representative such Account Party prior to such time on such date, then not later than 11:00 a.m.12:00 noon, Chicago New York City time, on (A) the Business Day that the Borrower Representative such Account Party receives such notice, if such notice is received prior to 9:00 10:00 a.m., Chicago New York City time, on the day of receipt, or (B) the Business Day immediately following the day that the Borrower Representative such Account Party receives such notice, if such notice is not received prior to such time on the day of receipt; provided that that, if such LC Disbursement is not less than $10,000,000, the Borrowers Parent Borrower may, subject to the conditions to borrowing set forth herein, request in accordance with Section 2.03 or 2.05 2.04(a) that such payment be financed with an ABR Revolving Borrowing by the Parent Borrower or a Swingline Loan to the Parent Borrower in an equivalent amount and, to the extent so financed, the Borrowers’ such Account Party’s obligation to make such payment shall be discharged and replaced by the resulting ABR Revolving Borrowing or Swingline Loan; or (ii) such Issuing Bank may, if arrangements to do so have been agreed upon in writing by the Parent Borrower, a Borrowing Subsidiary or an Account Party and such Issuing Bank, obtain reimbursement of such LC Disbursement by debiting directly from an account of the Parent Borrower, such Borrowing Subsidiary or such Account Party maintained with such Issuing Bank (or one of its Affiliates) an amount equal to such LC Disbursement; provided that the foregoing shall not be construed to prevent the applicable Account Party from reimbursing LC Disbursements of an Issuing Bank in accordance with alternate procedures agreed upon with such Issuing Bank, so long as such reimbursements are made no later than required under clause (i) above. If the Borrowers fail such Account Party fails to make such payment when duedue or the applicable Issuing Bank is unable to debit the designated account of the Parent Borrower, the Administrative relevant Borrowing Subsidiary or the relevant Account Party for the full amount of the LC Disbursement, in each case as provided in the preceding sentence, the applicable Issuing Bank shall notify the LC Agent (and upon receipt of such notice the LC Agent shall notify each Revolving Lender and the Administrative Agent) of the applicable LC Disbursement, the payment then due from the Borrowers such Account Party in respect thereof and (in the case of such notice from the LC Agent to each Lender) such Lender’s Applicable Percentage thereof. Promptly following receipt of such notice, each Revolving Lender shall pay to the Administrative Agent its Applicable Percentage of the payment then due from such Account Party (the Borrowers“Participation Amount”), in the same manner as provided in Section 2.07 2.06 with respect to Loans made by such Lender (and Section 2.07 2.06 shall apply, mutatis mutandis, to the payment obligations of the Revolving Lenders), and the Administrative Agent shall promptly pay to the applicable Issuing Bank the amounts so received by it from the Revolving Lenders. Promptly following receipt by the Administrative Agent of any payment from the Borrowers such Account Party pursuant to this paragraph, the Administrative Agent shall distribute such payment to the applicable Issuing Bank or, to the extent that Revolving Lenders have made payments pursuant to this paragraph to reimburse the such Issuing Bank, then to such Lenders and the such Issuing Bank as their interests may appear. Any payment made by a Revolving Lender pursuant to this paragraph to reimburse the an Issuing Bank for any LC Disbursement (other than the funding of ABR Revolving Loans or a Swingline Loan as contemplated above) shall not constitute a Loan and shall not relieve the Borrowers such Account Party of their its obligation to reimburse such LC Disbursement.

Reimbursement. If the Issuing Bank shall make any LC L/C Disbursement in respect of a Letter of Credit, the Borrowers Borrower shall reimburse such LC L/C Disbursement by paying (or causing its Subsidiary that is also an account party in respect of such Letter of Credit to pay) to the Administrative Agent an amount equal to such LC L/C Disbursement (i) not later than 11:00 a.m.12:00 noon, Chicago New York City time, on the date that such LC L/C Disbursement is made, if the Borrower Representative shall have received notice of such LC L/C Disbursement prior to 9:00 10:00 a.m., Chicago New York City time, on such date, or, (ii) if such notice has not been received by the Borrower Representative prior to such time on such date, then not later than 11:00 a.m.12:00 noon, Chicago New York City time, on (Ai) the Business Day that the Borrower Representative receives such notice, if such notice is received prior to 9:00 10:00 a.m., Chicago New York City time, on the day of receipt, or (Bii) the Business Day immediately following the day that the Borrower Representative receives such notice, if such notice is not received prior to such time on the day of receipt; provided that the Borrowers Borrower may, subject to the conditions to borrowing set forth herein, request in accordance with Section 2.03 or 2.05 that such payment be financed with an ABR Revolving Borrowing (only if such L/C Disbursement is not less than $1,000,000), or a Swingline Loan in an equivalent amount and, to the extent so financed, the Borrowers’ Borrower's obligation to make such payment shall be discharged and replaced by the resulting ABR Revolving Borrowing or Swingline Loan. If the Borrowers fail Borrower fails to make such payment or discharge such reimbursement obligation when duedue or in accordance with the prior sentence, the Administrative Agent shall notify each Revolving Lender of the applicable LC L/C Disbursement, the payment then due from the Borrowers Borrower in respect thereof and such Revolving Lender’s 's Applicable Percentage thereof. Promptly following receipt of such notice, each Revolving Lender shall pay to the Administrative Agent its Applicable Percentage of the payment then due from the BorrowersBorrower, in the same manner as provided in Section 2.07 2.06 with respect to Loans made by such Revolving Lender (and Section 2.07 2.06 shall apply, mutatis mutandis, to the payment obligations of the Revolving Lenders), and the Administrative Agent shall promptly pay to the Issuing Bank the amounts so received by it from the Revolving Lenders. Promptly following receipt by the Administrative Agent of any payment from the Borrowers Borrower pursuant to this paragraphparagraph (e) of this Section 2.05, the Administrative Agent shall distribute such payment to the Issuing Bank or, to the extent that Revolving Lenders have made payments pursuant to this paragraph to reimburse the Issuing Bank, then to such Revolving Lenders and the Issuing Bank as their interests may appear. Any payment made by a Revolving Lender pursuant to this paragraph (e) of this Section 2.05 to reimburse the Issuing Bank for any LC L/C Disbursement (other than the funding of ABR Revolving Loans Loan or a Swingline Loan as contemplated above) shall not constitute a Loan and shall not relieve the Borrowers Borrower of their its obligation to reimburse such LC L/C Disbursement.

Reimbursement. If the an Issuing Bank shall make any LC Disbursement in respect of a Letter of Credit, the Borrowers Borrower shall reimburse such Issuing Bank in respect of such LC Disbursement by paying to the Administrative Agent an amount equal to such LC Disbursement (i) not later than 11:00 a.m.12:00 noon, Chicago time, on the date that such LC Disbursement is made, if the Borrower Representative shall have received notice of such LC Disbursement prior to 9:00 a.m., Chicago time, on such date, or, (ii) if such notice has not been received by the Borrower Representative prior to such time on such date, then not later than 11:00 a.m., Chicago New York City time, on (Ai) the Business Day that the Borrower Representative receives notice of such noticeLC Disbursement, if such notice is received prior to 9:00 10:00 a.m., Chicago New York City time, on the day of receipt, or (Bii) the Business Day immediately following the day that the Borrower Representative receives such notice, if such notice is not received prior to such time on time, provided that, if such LC Disbursement is not less than $1,000,000, the day of receipt; provided that the Borrowers Borrower may, subject to the conditions to borrowing set forth hereinherein (other than any minimum amounts, including as set forth in Section 2.02(c)), request in accordance with Section 2.03 or 2.05 that such payment be financed with a Eurocurrency Borrowing or a Term Benchmark Borrowing, in each case having an Interest Period of one (1) month’s duration of either Class (or a Pro-Rata Borrowing), an RFR Borrowing, an ABR Revolving Borrowing or a Swingline Loan in an equivalent amount and, to the extent so financed, the Borrowers’ Borrower’s obligation to make such payment shall be discharged and replaced by the resulting Eurocurrency Borrowing, Term Benchmark Borrowing, RFR Borrowing, ABR Revolving Borrowing or Swingline Loan. If the Borrowers fail Borrower fails to make such payment when due, the Administrative Agent shall notify each affected Revolving Lender with a Commitment then in effect of the applicable LC Disbursement, the payment then due from the Borrowers Borrower in respect thereof and such Revolving Lender’s Applicable Revolving Multicurrency Percentage or Applicable Revolving Dollar Percentage, as applicable, thereof. Promptly following receipt of such notice, each Revolving Lender shall pay to the Administrative Agent its Applicable Percentage of the payment then due from the Borrowers, in the same manner as provided in Section 2.07 with respect to Loans made by such Lender (and Section 2.07 shall apply, mutatis mutandis, to the payment obligations of the Revolving Lenders), and the Administrative Agent shall promptly pay to the Issuing Bank the amounts so received by it from the Revolving Lenders. Promptly following receipt by the Administrative Agent of any payment from the Borrowers pursuant to this paragraph, the Administrative Agent shall distribute such payment to the Issuing Bank or, to the extent that Revolving Lenders have made payments pursuant to this paragraph to reimburse the Issuing Bank, then to such Lenders and the Issuing Bank as their interests may appear. Any payment made by a Revolving Lender pursuant to this paragraph to reimburse the Issuing Bank for any LC Disbursement (other than the funding of ABR Revolving Loans or a Swingline Loan as contemplated above) shall not constitute a Loan and shall not relieve the Borrowers of their obligation to reimburse such LC Disbursement.

Reimbursement. If the Issuing Bank shall make any LC Disbursement in respect of a Letter of Credit, the Borrowers Borrower shall reimburse such LC Disbursement by paying to the Administrative Agent an amount equal to such LC Disbursement (i) not later than 11:00 a.m.1:00 p.m., Chicago New York City time, on the date that such LC Disbursement is made, if the Borrower Representative shall have received notice of such LC Disbursement prior to 9:00 10:00 a.m., Chicago New York City time, on such date, or, (ii) if such notice has not been received by the Borrower Representative prior to such time on such date, then not later than 11:00 a.m.1:00 p.m., Chicago New York City time, on (Ai) the Business Day that the Borrower Representative receives such notice, if such notice is received prior to 9:00 10:00 a.m., Chicago New York City time, on the day of receipt, or (Bii) the Business Day immediately following the day that the Borrower Representative receives such notice, if such notice is not received prior to such time on the day of receipt; provided that the Borrowers Borrower may, subject to the conditions to borrowing set forth herein, request in accordance with Section 2.03 2.3 or 2.05 2.5 that such payment be financed with an ABR Revolving Borrowing or Swingline Loan in an equivalent amount and, to the extent so financed, the Borrowers’ Borrower’s obligation to make such payment shall be discharged and replaced by the resulting ABR Revolving Borrowing or Swingline Loan. If the Borrowers fail Borrower fails to make such payment when due, the Administrative Agent shall notify each Revolving Lender of the applicable LC Disbursement, the payment then due from the Borrowers Borrower in respect thereof and such Lender’s Applicable Percentage thereof. Promptly following receipt of such notice, each Revolving Lender shall pay to the Administrative Agent its Applicable Percentage of the payment then due from the BorrowersBorrower, in the same manner as provided in Section 2.07 2.7 with respect to Loans made by such Lender (and Section 2.07 2.7 shall apply, mutatis mutandis, to the payment obligations of the Revolving Lenders), and the Administrative Agent shall promptly pay to the Issuing Bank the amounts so received by it from the Revolving Lenders. Promptly following receipt by the Administrative Agent of any payment from the Borrowers Borrower pursuant to this paragraph, the Administrative Agent shall distribute such payment to the Issuing Bank or, to the extent that Revolving Lenders have made payments pursuant to this paragraph to reimburse the Issuing Bank, then to such Lenders and the Issuing Bank as their interests may appear. Any payment made by a Revolving Lender pursuant to this paragraph to reimburse the Issuing Bank for any LC Disbursement (other than the funding of ABR Revolving Loans or a Swingline Loan as contemplated above) shall not constitute a Loan and shall not relieve the Borrowers Borrower of their its obligation to reimburse such LC Disbursement.

Reimbursement. If the Issuing Bank shall make any LC Disbursement in respect of a Letter of Credit, the Borrowers Borrower shall reimburse such LC Disbursement by paying to the Administrative Agent an amount equal to such LC Disbursement (i) not later than 11:00 a.m., Chicago New Orleans time, on the date that such LC Disbursement is made, if the Borrower Representative shall have received notice of such LC Disbursement prior to 9:00 a.m., Chicago New Orleans time, on such date, or, (ii) if such notice has not been received by the Borrower Representative prior to such time on such date, then not later than 11:00 a.m., Chicago New Orleans time, on (Aa) the Business Day that the Borrower Representative receives such notice, if such notice is received prior to 9:00 a.m., Chicago New Orleans time, on the day of receipt, or (Bb) the Business Day immediately following the day that the Borrower Representative receives such notice, if such notice is not received prior to such time on the day of receipt; provided that the Borrowers Borrower may, subject to the conditions to borrowing set forth herein, request in accordance with Section 2.03 or 2.05 that such payment be financed with an ABR Revolving Borrowing or Swingline Loan in an equivalent amount and, to the extent so financed, the Borrowers’ Borrower’s obligation to make such payment shall be discharged and replaced by the resulting ABR Revolving Borrowing or Swingline Loan. If the Borrowers fail Borrower fails to make such payment when due, the Administrative Agent shall notify each Revolving Lender of the applicable LC Disbursement, the payment then due from the Borrowers Borrower in respect thereof and such Lender’s Applicable Percentage thereof. Promptly following receipt of such notice, each Revolving Lender shall pay to the Administrative Agent its Applicable Percentage of the payment then due from the BorrowersBorrower, in the same manner as provided in Section 2.07 with respect to Loans made by such Lender (and Section 2.07 shall apply, mutatis mutandis, to the payment obligations of the Revolving Lenders), and the Administrative Agent shall promptly pay to the Issuing Bank the amounts so received by it from the Revolving Lenders. Promptly following receipt by the Administrative Agent of any payment from the Borrowers Borrower pursuant to this paragraph, the Administrative Agent shall distribute such payment to the Issuing Bank or, to the extent that Revolving Lenders have made payments pursuant to this paragraph to reimburse the Issuing Bank, then to such Lenders and the Issuing Bank as their interests may appear. Any payment made by a Revolving Lender pursuant to this paragraph to reimburse the Issuing Bank for any LC Disbursement (other than the funding of ABR Revolving Loans or a Swingline Loan as contemplated above) shall not constitute a Loan and shall not relieve the Borrowers Borrower of their its obligation to reimburse such LC Disbursement.

Reimbursement. If the Issuing Bank shall make any LC Disbursement in respect of a Letter of Credit, the Borrowers Borrower shall reimburse such LC Disbursement by paying to the Administrative Agent an amount equal to such LC Disbursement (i) not later than 11:00 a.m., Chicago time, on the date that such LC Disbursement is made, if the Borrower Representative shall have received notice of such LC Disbursement prior to 9:00 a.m., Chicago time, on such date, or, (ii) if such notice has not been received by the Borrower Representative prior to such time on such date, then not later than 11:00 a.m., Chicago New York City time, on (Ai) the Business Day that the Borrower Representative receives notice of such noticeLC Disbursement, if such notice is received prior to 9:00 a.m., Chicago New York City time, on the day of receipt, or (Bii) the Business Day immediately following the day that the Borrower Representative receives such notice, if such notice is not received prior to such time after 9:00 a.m., New York City time, on the day of receipt; provided that that, if such LC Disbursement is greater than or equal to $1,000,000, the Borrowers Borrower may, subject to the conditions to borrowing set forth herein, request in accordance with Section 2.03 or 2.05 that such payment be financed with an ABR Revolving Borrowing or Swingline Loan in an equivalent amount of such LC Disbursement and, to the extent so financed, the Borrowers’ Borrower’s obligation to make such payment shall be discharged and replaced by the resulting ABR Revolving Borrowing or Swingline Loan. If the Borrowers fail Borrower fails to make such payment when due, the Administrative Agent shall notify each Revolving Lender of the applicable LC Disbursement, the payment then due from the Borrowers Borrower in respect thereof thereof, and such Lender’s Applicable Percentage thereof. Promptly following receipt of such notice, each Revolving Lender shall pay to the Administrative Agent its Applicable Percentage of the payment then due from the BorrowersBorrower, in the same manner as provided in Section 2.07 with respect to Loans made by such Lender (and Section 2.07 shall apply, mutatis mutandis, to the payment obligations of the Revolving Lenders), and the Administrative Agent shall promptly pay to the Issuing Bank the amounts so received by it from the Revolving Lenders. Promptly following receipt by the Administrative Agent of any payment from the Borrowers Borrower pursuant to this paragraph, the Administrative Agent shall distribute such payment to the Issuing Bank or, to the extent that Revolving Lenders have made payments pursuant to this paragraph to reimburse the Issuing Bank, then to such Lenders and the Issuing Bank Bank, as their interests may appear. Any payment made by a Revolving Lender pursuant to this paragraph to reimburse the Issuing Bank for any LC Disbursement (other than the funding of ABR Revolving Loans or a Swingline Loan as contemplated above) shall not constitute a Loan and shall not relieve the Borrowers Borrower of their its obligation to reimburse such LC Disbursement.

Reimbursement. If the an Issuing Bank shall make any LC Disbursement in respect of a Letter of Credit, the Borrowers Borrower for the account of which such Letter of Credit was issued, severally and not jointly with the other Borrower, shall reimburse such LC Disbursement by paying to the Administrative Agent an amount equal to such LC Disbursement (i) not later than 11:00 a.m.12:00 noon, Chicago New York City time, on the date that such LC Disbursement is made, if the such Borrower Representative shall have received notice of such LC Disbursement prior to 9:00 10:00 a.m., Chicago New York City time, on such date, or, (ii) if such notice has not been received by the such Borrower Representative prior to such time on such date, then not later than 11:00 a.m.12:00 noon, Chicago New York City time, on (Ai) the Business Day that the on which such Borrower Representative receives such notice, if such notice is received prior to 9:00 10:00 a.m., Chicago New York City time, on the day of receipt, or (Bii) the Business Day immediately following the day that the on which such Borrower Representative receives such notice, if such notice is not received prior to such time on the day of receipt; provided that the Borrowers that, if such LC Disbursement is not less than $1,000,000, such Borrower may, subject to the conditions to borrowing set forth herein, request in accordance with Section 2.03 or 2.05 2.1 that such payment be financed with an ABR Revolving Borrowing or Swingline Loan a Floating Rate Advance to such Borrower in an equivalent amount and, to the extent so financed, the Borrowers’ such Borrower’s obligation to make such payment shall be discharged and replaced by the resulting ABR Revolving Borrowing or Swingline LoanFloating Rate Advance. If the Borrowers fail such Borrower fails to make such payment when due, the Administrative Agent shall notify each Revolving Lender of the applicable LC Disbursement, the payment then due from the Borrowers such Borrower in respect thereof and such Lender’s Applicable Percentage Pro Rata Share thereof. Promptly following receipt of such notice, each Revolving Lender shall pay to the Administrative Agent its Applicable Percentage Pro Rata Share of the payment then due from the Borrowerssuch Borrower, in the same manner as provided in Section 2.07 2.9 with respect to Loans made by such Lender (and Section 2.07 2.9 shall apply, mutatis mutandis, to the payment obligations of the Revolving Lenders), and the Administrative Agent shall promptly pay to the such Issuing Bank the amounts so received by it from the Revolving Lenders. Promptly following receipt by the Administrative Agent of any payment from the Borrowers such Borrower pursuant to this paragraph, the Administrative Agent shall distribute such payment to the such Issuing Bank or, to the extent that Revolving Lenders have made payments pursuant to this paragraph to reimburse the such Issuing Bank, then to such Lenders and the such Issuing Bank as their interests may appear. Any payment made by a Revolving Lender pursuant to this paragraph to reimburse the an Issuing Bank for any LC Disbursement (other than the funding of ABR Revolving Loans or a Swingline Loan Floating Rate Advance as contemplated above) shall not constitute a Loan and shall not relieve the Borrowers such Borrower of their its obligation to reimburse such LC Disbursement.

Reimbursement. If the applicable Issuing Bank Lender shall make any LC Disbursement in respect of a Letter of Credit, the Borrowers relevant Borrower shall reimburse such LC Disbursement by paying to the Administrative Agent an amount equal to such LC Disbursement plus any interim interest incurred pursuant to paragraph (ih) of this Section for (x) LC Disbursements made in Dollars, in Dollars, or (y) LC Disbursements made in an Alternative Currency, in an amount equal to the Dollar Equivalent, calculated using the applicable Exchange Rate on the date such LC Disbursement is made, of such LC Disbursement, in each case, not later than 11:00 a.m.12:00 noon, Chicago New York City time or the relevant local time, as applicable, on the date that such LC Disbursement is made, if the such Borrower Representative shall have received notice of such LC Disbursement prior to 9:00 10:00 a.m., Chicago New York City time or the relevant local time, as applicable, on such date, or, (ii) if such notice has not been received by the such Borrower Representative prior to such time on such date, then not later than 11:00 a.m.12:00 noon, Chicago New York City time or the relevant local time, on (A) the Business Day that the Borrower Representative receives such notice, if such notice is received prior to 9:00 a.m., Chicago timeas applicable, on the day of receipt, or (B) the Business Day immediately following the day that the such Borrower Representative receives such notice, if such notice is not received prior to such time on the day of receipt; provided that that, in the Borrowers case of any LC Disbursement made in Dollars, the relevant Borrower may, subject to the conditions to borrowing set forth herein, request in accordance with Section 2.03 2.3 or 2.05 2.4 that such payment be financed in Dollars with an a Borrowing of ABR Domestic Revolving Borrowing Loans or Swingline Loan in an equivalent amount and, to the extent so financed, the Borrowers’ such Borrower’s obligation to make such payment shall be discharged and replaced by the resulting Borrowing of ABR Domestic Revolving Borrowing Loans or Swingline Loan. If the Borrowers fail relevant Borrower fails to make such payment when due, then (i) if such payment relates to an Alternative Currency Letter of Credit, automatically and with no further action required, such Borrower’s obligation to reimburse the applicable LC Disbursement shall be permanently converted into an obligation to reimburse the Dollar Equivalent, calculated using the Exchange Rates on the date when such payment was due, of such LC Disbursement and (ii) the Administrative Agent shall promptly notify the applicable Issuing Lender and each other Domestic Revolving Lender of the applicable LC Disbursement, the Dollar Equivalent thereof (if such LC Disbursement relates to an Alternative Currency Letter of Credit), the payment then due from the Borrowers such Borrower in respect thereof and such Lender’s Applicable Percentage thereof. Promptly following receipt of such notice, each Revolving Lender shall pay to the Administrative Agent its Applicable Percentage of the payment then due from the Borrowers, in the same manner as provided in Section 2.07 with respect to Loans made by such Lender (and Section 2.07 shall apply, mutatis mutandis, to the payment obligations of the Revolving Lenders), and the Administrative Agent shall promptly pay to the Issuing Bank the amounts so received by it from the Revolving Lenders. Promptly following receipt by the Administrative Agent of any payment from the Borrowers pursuant to this paragraph, the Administrative Agent shall distribute such payment to the Issuing Bank or, to the extent that Revolving Lenders have made payments pursuant to this paragraph to reimburse the Issuing Bank, then to such Lenders and the Issuing Bank as their interests may appear. Any payment made by a Revolving Lender pursuant to this paragraph to reimburse the Issuing Bank for any LC Disbursement (other than the funding of ABR Revolving Loans or a Swingline Loan as contemplated above) shall not constitute a Loan and shall not relieve the Borrowers of their obligation to reimburse such LC Disbursement.Percentage

Reimbursement. If the an Issuing Bank shall make any LC Disbursement in respect of a Letter of Credit, the Borrowers Borrower for the account such Letter of Credit was issued, severally and not jointly with the other Borrower, shall reimburse such LC Disbursement by paying to the Administrative Agent an amount equal to such LC Disbursement (i) not later than 11:00 a.m.12:00 noon, Chicago New York City time, on the date that such LC Disbursement is made, if the such Borrower Representative shall have received notice of such LC Disbursement prior to 9:00 10:00 a.m., Chicago New York City time, on such date, or, (ii) if such notice has not been received by the such Borrower Representative prior to such time on such date, then not later than 11:00 a.m.12:00 noon, Chicago New York City time, on (Ai) the Business Day that the such Borrower Representative receives such notice, if such notice is received prior to 9:00 10:00 a.m., Chicago New York City time, on the day of receipt, or (Bii) the Business Day immediately following the day that the such Borrower Representative receives such notice, if such notice is not received prior to such time on the day of receipt; provided that the Borrowers that, if such LC Disbursement is not less than $1,000,000, such Borrower may, subject to the conditions to borrowing set forth herein, request in accordance with Section 2.03 2.1 or 2.05 2.5 that such payment be financed with an ABR Revolving Borrowing a Floating Rate Advance or a Swingline Loan to such Borrower in an equivalent amount and, to the extent so financed, the Borrowers’ such Borrower’s obligation to make such payment shall be discharged and replaced by the resulting ABR Revolving Borrowing Floating Rate Advance or Swingline Loan. If the Borrowers fail such Borrower fails to make such payment when due, the Administrative Agent shall notify each Revolving Lender of the applicable LC Disbursement, the payment then due from the Borrowers such Borrower in respect thereof and such Lender’s Applicable Percentage Pro Rata Share thereof. Promptly following receipt of such notice, each Revolving Lender shall pay to the Administrative Agent its Applicable Percentage Pro Rata Share of the payment then due from the Borrowerssuch Borrower, in the same manner as provided in Section 2.07 2.11 with respect to Loans made by such Lender (and Section 2.07 2.11 shall apply, mutatis mutandis, to the payment obligations of the Revolving Lenders), and the Administrative Agent shall promptly pay to the such Issuing Bank the amounts so received by it from the Revolving Lenders. Promptly following receipt by the Administrative Agent of any payment from the Borrowers such Borrower pursuant to this paragraph, the Administrative Agent shall distribute such payment to the such Issuing Bank or, to the extent that Revolving Lenders have made payments pursuant to this paragraph to reimburse the such Issuing Bank, then to such Lenders and the such Issuing Bank as their interests may appear. Any payment made by a Revolving Lender pursuant to this paragraph to reimburse the an Issuing Bank for any LC Disbursement (other than the funding of ABR Revolving Loans a Floating Rate Advance or a Swingline Loan as contemplated above) shall not constitute a Loan and shall not relieve the Borrowers such Borrower of their its obligation to reimburse such LC Disbursement.

Reimbursement. If the Issuing Bank shall make any LC Disbursement in respect of a Letter of Credit, the Borrowers Parent Borrower or the applicable Foreign Subsidiary Borrower, as the case may be, shall reimburse such LC Disbursement by paying to the Administrative Agent an amount equal to such LC Disbursement (i) not later than 11:00 a.m.12:00 noon, Chicago New York City time, on the date that such LC Disbursement is made, if the Parent Borrower Representative or the applicable Foreign Subsidiary Borrower, as the case may be, shall have received notice of such LC Disbursement prior to 9:00 10:00 a.m., Chicago timeNew York City time or London time (in the case of Foreign Currency Letters of Credit), on such date, or, (ii) if such notice has not been received by the Parent Borrower Representative or the applicable Foreign Subsidiary Borrower, as the case may be, prior to such time on such date, then not later than 11:00 a.m.12:00 noon, Chicago timeNew York City time or London time (in the case of Foreign Currency Letters of Credit), on (Ai) the Business Day that the Parent Borrower Representative or the applicable Foreign Subsidiary Borrower, as the case may be, receives such notice, if such notice is received prior to 9:00 10:00 a.m., Chicago timeNew York City time or London time (in the case of Foreign Currency Letters of Credit), on the day of receipt, or (Bii) the Business Day immediately following the day that the Parent Borrower Representative or the applicable Foreign Subsidiary Borrower, as the case may be, receives such notice, if such notice is not received prior to such time on the day of receipt; provided that (i) the Borrowers Parent Borrower may, subject to the conditions to borrowing set forth herein, request in accordance with Section 2.03 or 2.05 2.04 that such payment be financed with an ABR Revolving Borrowing or Swingline Loan in an equivalent amount and, to the extent so financed, the Borrowers’ Parent Borrower's obligation to make such payment shall be discharged and replaced by the resulting ABR Revolving Borrowing or Swingline LoanLoan and (ii) such Foreign Subsidiary Borrower may, subject to the conditions to borrowing set forth herein, request in accordance with Section 2.03 that such payment be financed with a Eurocurrency Revolving Borrowing in an equivalent amount in the applicable Foreign Currency and, to the extent so financed, such Foreign Subsidiary Borrower's obligation to make such payment shall be discharged and replaced by the resulting Eurocurrency Revolving Borrowing. If the Borrowers fail Parent Borrower or the applicable Foreign Subsidiary Borrower, as the case may be, fails to make such payment when due, the Administrative Agent shall notify each Revolving Lender of the applicable LC Disbursement, the payment then due from the Borrowers Parent Borrower or the applicable Foreign Subsidiary Borrower, as the case may be, in respect thereof and such Lender’s 's Applicable Percentage thereof. Promptly following receipt of such notice, each Revolving Lender shall pay to the Administrative Agent its Applicable Percentage of the payment then due from the Borrowers, unreimbursed LC Disbursement in the same manner as provided in Section 2.07 2.06 with respect to Loans made by such Lender (and Section 2.07 2.06 shall apply, mutatis mutandis, to the payment obligations of the Revolving Lenders), and the Administrative Agent shall promptly pay to the Issuing Bank the amounts so received by it from the Revolving Lenders. Promptly following receipt by the Administrative Agent of any payment from the Borrowers Parent Borrower or any applicable Foreign Subsidiary Borrower, as the case may be, pursuant to this paragraph, the Administrative Agent shall distribute such payment to the Issuing Bank or, to the extent that Revolving Lenders have made payments pursuant to this paragraph to reimburse the Issuing Bank, then to such Lenders and the Issuing Bank as their interests may appear. Any payment made by a Revolving Lender pursuant to this paragraph to reimburse the Issuing Bank for any LC Disbursement (other than the funding of ABR Revolving Loans or a Swingline Loan as contemplated above) shall not constitute a Loan and shall not relieve the Borrowers Parent Borrower or any applicable Foreign Subsidiary Borrower, as the case may be, of their its obligation to reimburse such LC Disbursement.

Reimbursement. If the any Issuing Bank shall make any LC Disbursement in respect of a Letter of Credit, the Borrowers Borrower shall reimburse such LC Disbursement by paying to the Administrative Agent an amount equal to such LC Disbursement (i) not later than 11:00 a.m.5:00 p.m., Chicago New York City time, on the date that such LC Disbursement is made, if the Borrower Representative shall have received notice of such LC Disbursement prior to 9:00 10:00 a.m., Chicago New York City time, on such date, or, (ii) if such notice has not been received by the Borrower Representative prior to such time on such date, then not later than 11:00 a.m.5:00 p.m., Chicago New York City time, on (Ai) the Business Day that the Borrower Representative receives such notice, if such notice is received prior to 9:00 10:00 a.m., Chicago New York City time, on the day of receipt, or (Bii) the Business Day immediately following the day that the Borrower Representative receives such notice, if such notice is not received prior to such time on the day of receipt; provided that the Borrowers Borrower may, at its election and subject to the conditions to borrowing set forth herein, request in accordance with Section 2.03 or 2.05 Section 2.04, as applicable, that such payment be financed with an ABR Revolving Credit Borrowing (if such LC Disbursement is not less than $1,000,000) or a Swingline Loan in an equivalent amount and, to the extent so financed, the Borrowers’ Borrower’s obligation to make such payment shall be discharged and replaced by the resulting ABR Revolving Credit Borrowing or Swingline Loan. If the Borrowers fail Borrower fails to make such payment when due, the applicable Issuing Bank shall promptly notify the Administrative Agent thereof, and the Administrative Agent shall notify each Revolving Lender of the applicable LC Disbursement, the payment then due from the Borrowers Borrower in respect thereof and such Lender’s Applicable Percentage thereof. Promptly following receipt of such noticenotice (and in any event, if such notice is received by 12:00 noon, New York City time, on a Business Day, no later than 2:00 p.m., New York City time on such Business Day and if received after 12:00 noon, New York City time, on a Business Day, no later than 10:00 a.m., New York City time, on the immediately succeeding Business Day), each Revolving Lender shall pay to the Administrative Agent its Applicable Percentage of the payment then due from the BorrowersBorrower, in the same manner as provided in Section 2.07 2.06 with respect to Loans made by such Lender (and Section 2.07 2.06 shall apply, mutatis mutandis, to the payment obligations of the Revolving LendersLenders pursuant to this paragraph), and the Administrative Agent shall promptly pay remit to the applicable Issuing Bank the amounts so received by it from the Revolving Lenders. Promptly following receipt by the Administrative Agent of any payment from the Borrowers Borrower pursuant to this paragraph, the Administrative Agent shall distribute such payment to the applicable Issuing Bank or, to the extent that Revolving Lenders have made payments pursuant to this paragraph to reimburse the such Issuing Bank, then to such Lenders and the such Issuing Bank as their interests may appear. Any payment made by a Revolving Lender pursuant to this paragraph to reimburse the any Issuing Bank for any LC Disbursement (other than the funding of ABR Revolving Credit Loans or a Swingline Loan as contemplated above) shall not constitute a Loan and shall not relieve the Borrowers Borrower of their its obligation to reimburse such LC Disbursement.

Reimbursement. If the an Issuing Bank shall make any LC Disbursement in respect of a Letter of Credit, the Borrowers Borrower shall reimburse such Issuing Bank in respect of such LC Disbursement by paying to the Administrative Agent an amount equal to such LC Disbursement (i) not later than 11:00 a.m.12:00 noon, Chicago time, on the date that such LC Disbursement is made, if the Borrower Representative shall have received notice of such LC Disbursement prior to 9:00 a.m., Chicago time, on such date, or, (ii) if such notice has not been received by the Borrower Representative prior to such time on such date, then not later than 11:00 a.m., Chicago New York City time, on (Ai) the Business Day that the Borrower Representative receives notice of such noticeLC Disbursement, if such notice is received prior to 9:00 10:00 a.m., Chicago New York City time, on the day of receipt, or (Bii) the Business Day immediately following the day that the Borrower Representative receives such notice, if such notice is not received prior to such time on time, provided that, if such LC Disbursement is not less than $1,000,000, the day of receipt; provided that the Borrowers Borrower may, subject to the conditions to borrowing set forth hereinherein (other than any minimum amounts, including as set forth in Section 2.02(c)), request in accordance with Section 2.03 or 2.05 that such payment be financed with a Eurocurrency Borrowing or a Term Benchmark Borrowing, in each case having an Interest Period of one (1) month’s duration of either Class (or a Pro-Rata Borrowing), an RFR Borrowing, an ABR Revolving Borrowing or a Swingline Loan in an equivalent amount and, to the extent so financed, the Borrowers’ Borrower’s obligation to make such payment shall be discharged and replaced by the resulting Eurocurrency Borrowing, Term Benchmark Borrowing, RFR Borrowing, ABR Revolving Borrowing or Swingline Loan. If the Borrowers fail Borrower fails to make such payment when due, the Administrative Agent shall notify each affected Revolving Lender of the applicable LC Disbursement, the payment then due from the Borrowers Borrower in respect thereof and such Revolving Lender’s Applicable Multicurrency Percentage or Applicable Dollar Percentage, as applicable, thereof. Promptly following receipt of such notice, each Revolving Lender shall pay to the Administrative Agent its Applicable Percentage of the payment then due from the Borrowers, in the same manner as provided in Section 2.07 with respect to Loans made by such Lender (and Section 2.07 shall apply, mutatis mutandis, to the payment obligations of the Revolving Lenders), and the Administrative Agent shall promptly pay to the Issuing Bank the amounts so received by it from the Revolving Lenders. Promptly following receipt by the Administrative Agent of any payment from the Borrowers pursuant to this paragraph, the Administrative Agent shall distribute such payment to the Issuing Bank or, to the extent that Revolving Lenders have made payments pursuant to this paragraph to reimburse the Issuing Bank, then to such Lenders and the Issuing Bank as their interests may appear. Any payment made by a Revolving Lender pursuant to this paragraph to reimburse the Issuing Bank for any LC Disbursement (other than the funding of ABR Revolving Loans or a Swingline Loan as contemplated above) shall not constitute a Loan and shall not relieve the Borrowers of their obligation to reimburse such LC Disbursement.

Reimbursement. If the an Issuing Bank shall make any LC Disbursement in respect of a Letter of Credit, the Borrowers shall reimburse such LC Disbursement by paying to the Administrative Agent an amount equal to such LC Disbursement (i) not later than 11:00 a.m.1:00 p.m., Chicago New York time, on the date that such LC Disbursement is made, if the Borrower Representative shall have received notice of such LC Disbursement prior to 9:00 10:00 a.m., Chicago New York time, on such date, or, (ii) if such notice has not been received by the Borrower Representative prior to such time on such date, then not later than 11:00 a.m.12:00 noon, Chicago New York time, on (A) the Business Day that the Borrower Representative receives such notice, if such notice is received prior to 9:00 10:00 a.m., Chicago New York time, on the day of receipt, or (B) the Business Day immediately following the day that the Borrower Representative receives such notice, if such notice is not received prior to such time on the day of receipt; provided that the Borrowers Borrower Representative may, subject to the conditions to borrowing set forth herein, request in accordance with Section 2.03 or Section 2.05 that such payment be financed with an ABR Revolving Borrowing or Swingline Loan in an equivalent amount and, to the extent so financed, the Borrowers’ obligation to make such payment shall be discharged and replaced by the resulting ABR Revolving Borrowing or Swingline Loan. If the Borrowers fail to make such payment when due, such amount, if denominated in Canadian Dollars or other Designated Currencies, shall be converted to U.S. Dollars and shall bear interest at the Alternate Base Rate and the Administrative Agent shall notify each Revolving Lender of the applicable LC Disbursement, the payment then due from the Borrowers in respect thereof and such Lender’s Applicable Percentage thereof. Promptly following receipt of such notice, each Revolving Lender shall pay to the Administrative Agent its Applicable Percentage of the payment then due from the Borrowers, in the same manner as provided in Section 2.07 with respect to Loans made by such Lender (and Section 2.07 shall apply, mutatis mutandis, to the payment obligations of the Revolving Lenders), and the Administrative Agent shall promptly pay to the Issuing Bank the amounts so received by it from the Revolving Lenders. Promptly following receipt by the Administrative Agent of any payment from the Borrowers pursuant to this paragraph, the Administrative Agent shall distribute such payment to the applicable Issuing Bank or, to the extent that Revolving Lenders have made payments pursuant to this paragraph to reimburse the Issuing Bank, then to such Lenders and the Issuing Bank as their interests may appear. Any payment made by a Revolving Lender pursuant to this paragraph to reimburse the an Issuing Bank for any LC Disbursement (other than the funding of ABR Revolving Loans or a Swingline Loan as contemplated above) shall not constitute a Loan and shall not relieve the Borrowers of their obligation to reimburse such LC Disbursement.

Reimbursement. If the an Issuing Bank shall make any LC Disbursement in respect of a Letter of Credit, the Borrowers Borrower shall reimburse such LC Disbursement by paying to the Administrative Agent an amount equal to such LC Disbursement (i) not later than 11:00 a.m.3:00 p.m., Chicago New York City time, on the date that such LC Disbursement is made, if the Borrower Representative shall have received notice of such LC Disbursement prior to 9:00 10:00 a.m., Chicago New York City time, on such date, or, (ii) if such notice has not been received by the Borrower Representative prior to such time on such date, then not later than 11:00 a.m.3:00 p.m., Chicago New York City time, on (Ai) the Business Day that the Borrower Representative receives such notice, if such notice is received prior to 9:00 10:00 a.m., Chicago New York City time, on the day of receipt, or (Bii) the Business Day immediately following the day that the Borrower Representative receives such notice, if such notice is not received prior to such time on the day of receipt; provided that that, the Borrowers Borrower may, subject to the conditions to borrowing set forth herein, request in accordance with Section 2.03 or 2.05 2.04 that such payment be financed with an ABR Revolving Borrowing or Swingline Loan in an equivalent amount and, to the extent so financed, the Borrowers’ Borrower’s obligation to make such payment shall be discharged and replaced by the resulting ABR Revolving Borrowing or Swingline Loan. If the Borrowers fail Borrower fails to make such payment when due, the Administrative Agent shall notify each Revolving Lender of the applicable LC Disbursement, the payment then due from the Borrowers Borrower in respect thereof and such Lender’s Applicable Percentage thereof. Promptly following receipt of such notice, each Revolving Lender shall pay to the Administrative Agent its Applicable Percentage of the payment then due from the BorrowersBorrower, in the same manner as provided in Section 2.07 2.06 with respect to Loans made by such Lender (and Section 2.07 2.06 shall apply, mutatis mutandis, to the payment obligations of the Revolving Lenders), and the Administrative Agent shall promptly pay to the applicable Issuing Bank the amounts so received by it from the Revolving Lenders. Promptly following receipt by the Administrative Agent of any payment from the Borrowers Borrower pursuant to this paragraph, the Administrative Agent shall distribute such payment to the applicable Issuing Bank or, to the extent that Revolving Lenders have made payments pursuant to this paragraph to reimburse the such applicable Issuing Bank, then to such Lenders and the applicable Issuing Bank as their interests may appear. Any payment made by a Revolving Lender pursuant to this paragraph to reimburse the applicable Issuing Bank for any LC Disbursement (other than the funding of ABR Revolving Loans or a Swingline Loan as contemplated above) shall not constitute a Loan and shall not relieve the Borrowers Borrower of their its obligation to reimburse such LC Disbursement.

Reimbursement. If the Issuing Bank shall make any LC Disbursement in respect of a Letter of Credit, the Borrowers shall reimburse such LC Disbursement by paying to the Administrative Agent an amount equal to such LC Disbursement (i) not later than 11:00 a.m., Chicago New York time, on the date that such LC Disbursement is made, if the Borrower Representative Parent shall have received notice of such LC Disbursement prior to 9:00 a.m., Chicago New York time, on such date, or, (ii) if such notice has not been received by the Borrower Representative Parent prior to such time on such date, then not later than 11:00 a.m., Chicago New York time, on (A) the Business Day that the Borrower Representative receives such notice, if such notice is received prior to 9:00 a.m., Chicago time, on the day of receipt, or (B) the Business Day immediately following the day that the Borrower Representative Parent receives such notice, if such notice is not received prior to such time on the day of receipt; provided that the Borrowers may, subject to the conditions to borrowing set forth herein, request in accordance with Section 2.03 or 2.05 2.01 that such payment be financed with an ABR a Base Rate Revolving Borrowing or Swingline Loan in an equivalent amount and, to the extent so financed, the Borrowers’ obligation to make such payment shall be discharged and replaced by the resulting ABR Base Rate Revolving Borrowing or Swingline Loan. If the Borrowers fail to make such payment when due, the Administrative Agent shall notify each Revolving Lender of the applicable LC Disbursement, the payment then due from the Borrowers in respect thereof and such Lender’s Applicable Percentage Pro Rata Share thereof. Promptly following receipt of such notice, each Revolving Lender shall pay to the Administrative Agent its Applicable Percentage Pro Rata Share of the payment then due from the Borrowers, in the same manner as provided in Section 2.07 2.02 with respect to Loans made by such Lender (and Section 2.07 2.02 shall apply, mutatis mutandis, to the payment obligations of the Revolving Lenders), and the Administrative Agent shall promptly pay to the Issuing Bank the amounts so received by it from the Revolving Lenders. Promptly following receipt by the Administrative Agent of any payment from the Borrowers pursuant to this paragraph, the Administrative Agent shall distribute such payment to the Issuing Bank or, to the extent that Revolving Lenders have made payments pursuant to this paragraph to reimburse the Issuing Bank, then to such Lenders and the Issuing Bank as their interests may appear. Any payment made by a Revolving Lender pursuant to this paragraph to reimburse the Issuing Bank for any LC Disbursement (other than the funding of ABR Revolving Loans or a Swingline Loan as contemplated above) shall not constitute a Loan and shall not relieve the Borrowers of their obligation to reimburse such LC Disbursement.

Reimbursement. If the an Issuing Bank shall make any LC Disbursement in respect of a Letter of Credit, the Borrowers Borrower shall reimburse such LC Disbursement by paying to the Administrative Agent an amount equal to such LC Disbursement (i) not later than 11:00 a.m.3:00 p.m., Chicago New York City time, on the date that such LC Disbursement is made, if the Borrower Representative shall have received notice of such LC Disbursement prior to 9:00 11:00 a.m., Chicago New York City time, on such date, or, (ii) if such notice has not been received by the Borrower Representative prior to such time on such date, then not later than 11:00 a.m.3:00 p.m., Chicago New York City time, on (Ai) the Business Day that the Borrower Representative receives such notice, if such notice is received prior to 9:00 11:00 a.m., Chicago New York City time, on the day of receipt, or (Bii) the Business Day immediately following the day that the Borrower Representative receives such notice, if such notice is not received prior to such time on the day of receipt; provided that that, if such LC Disbursement is not less than $500,000, the Borrowers Borrower may, subject to the conditions to borrowing set forth herein, request in accordance with Section 2.03 or 2.05 2.04 that such payment be financed with an ABR Revolving Borrowing or Swingline Loan in an equivalent amount and, to the extent so financed, the Borrowers’ Borrower’s obligation to make such payment shall be discharged and replaced by the resulting ABR Revolving Borrowing or Swingline Loan. If the Borrowers fail Borrower fails to make such payment when due, the Administrative Agent shall notify each Revolving Lender of the applicable LC Disbursement, the payment then due from the Borrowers Borrower in respect thereof and such Lender’s Applicable Percentage thereof. Promptly following receipt of such notice, each Revolving Lender shall pay to the Administrative Agent its Applicable Percentage of the payment then due from the BorrowersBorrower, in the same manner as provided in Section 2.07 2.06 with respect to Loans made by such Lender (and Section 2.07 2.06 shall apply, mutatis mutandis, to the payment obligations of the Revolving Lenders), and the Administrative Agent shall promptly pay to the applicable Issuing Bank the amounts so received by it from the Revolving Lenders. Promptly following receipt by the Administrative Agent of any payment from the Borrowers Borrower pursuant to this paragraph, the Administrative Agent shall distribute such payment to the applicable Issuing Bank or, to the extent that Revolving Lenders have made payments pursuant to this paragraph to reimburse the such Issuing Bank, then to such Lenders and the such Issuing Bank as their interests may appear. Any payment made by a Revolving Lender pursuant to this paragraph to reimburse the an Issuing Bank for any LC Disbursement (other than the funding of ABR Revolving Loans or a Swingline Loan as contemplated above) shall not constitute a Loan and shall not relieve the Borrowers Borrower of their its obligation to reimburse such LC Disbursement.

Reimbursement. If the Issuing Bank shall make any LC Disbursement in respect of a Letter of Credit, the Borrowers Company shall reimburse such LC Disbursement by paying to the Administrative Agent in the currency of such LC Disbursement an amount equal to such LC Disbursement (i) Disbursement, not later than 11:00 a.m.1:00 p.m., Chicago New York City time, on the date that such LC Disbursement is made, if the Borrower Representative Company shall have received notice of such LC Disbursement prior to 9:00 11:00 a.m., Chicago New York City time, on such date, or, (ii) if such notice has not been received by the Borrower Representative Company prior to such time on such date, then not later than 11:00 a.m.1:00 p.m., Chicago New York City time, on (A) the Business Day that the Borrower Representative Company receives such notice, if such notice is received prior to 9:00 11:00 a.m., Chicago New York City time, on the day of receipt, or (B) the Business Day immediately following the day that the Borrower Representative Company receives such notice, if such notice is not received prior to such time on the day of receipt; provided that the Borrowers may, subject to the conditions to borrowing set forth herein, request in accordance with Section 2.03 or 2.05 that such payment be financed with an ABR Revolving Borrowing or Swingline Loan in an equivalent amount and, to the extent so financed, the Borrowers’ obligation to make such payment shall be discharged and replaced by the resulting ABR Revolving Borrowing or Swingline Loan. If the Borrowers fail Company fails to make such payment when duedue then, upon notice from the applicable Issuing Bank to the Company and the Administrative Agent, (i) if the applicable Letter of Credit is denominated in a Designated Foreign Currency, the Company’s obligation to reimburse such LC Disbursement shall be converted into an obligation in US Dollars in such amount as the Administrative Agent shall determine would be required, based on current exchange rates, to enable it to purchase an amount of such Designated Foreign Currency equal to the amount of such LC Disbursement, and (ii) the Administrative Agent shall notify each Revolving Lender of the applicable LC Disbursement, the payment then due from the Borrowers Company in respect thereof and such Revolving Lender’s Applicable Percentage Percentage, thereof. Promptly following receipt of such notice, each Revolving Lender shall pay to the Administrative Agent in US Dollars its Applicable Percentage of the payment then due from the Borrowers, Company in the same manner as provided in Section 2.07 2.06 with respect to Loans made by such Revolving Lender (and Section 2.07 2.06 shall apply, mutatis mutandis, to the payment obligations of the Revolving Lenders), and the Administrative Agent shall promptly pay to the applicable Issuing Bank the amounts so received by it from the Revolving Lenders. Promptly following receipt by the Administrative Agent of any payment from the Borrowers Company pursuant to this paragraph, the Administrative Agent shall distribute such payment to the Issuing Bank or, to the extent that Revolving Lenders have made payments pursuant to this paragraph to reimburse the Issuing Bank, then to such Revolving Lenders and the Issuing Bank as their interests may appear. Any payment made by a Revolving Lender pursuant to this paragraph to reimburse the Issuing Bank for any LC Disbursement (other than the funding of ABR Revolving Loans or a Swingline Loan as contemplated above) shall not constitute a Loan and shall not relieve the Borrowers Company of their its obligation to reimburse such LC Disbursement.

Reimbursement. If the any Issuing Bank shall make any LC Disbursement in respect of a Letter of Credit, the Borrowers Borrower shall reimburse such LC Disbursement by paying to the Administrative Agent in Dollars an amount equal to such LC Disbursement (i) not later than 11:00 a.m.5:00 p.m., Chicago New York City time, on the date that such LC Disbursement is made, if the Borrower Representative shall have received notice of such LC Disbursement prior to 9:00 10:00 a.m., Chicago New York City time, on such date, or, (ii) if such notice has not been received by the Borrower Representative prior to such time on such date, then not later than 11:00 a.m.5:00 p.m., Chicago New York City time, on (A) the Business Day that the Borrower Representative receives such notice, if such notice is received prior to 9:00 a.m., Chicago time, on the day of receipt, or (B) the Business Day immediately following the day that the Borrower Representative receives such notice, if such notice is not received prior to such time on the day of receipt; provided that the Borrowers Borrower may, at its election and subject to the conditions to borrowing set forth herein, request in accordance with Section 2.03 2.02 or 2.05 2.20 that such payment be financed with an ABR Revolving Borrowing or Swingline Loan in an equivalent amount of such LC Disbursement and, to the extent so financed, the Borrowers’ Borrower’s obligation to make such payment shall be discharged and replaced by the resulting ABR Revolving Borrowing or Swingline Loan. If the Borrowers fail Borrower fails to make such payment when due, the Administrative Agent shall notify each Revolving Lender of the applicable LC Disbursement, the payment then due from the Borrowers Borrower in respect thereof and such Lender’s Applicable Percentage thereof. Promptly following receipt of such notice, each Revolving Lender shall pay to the Administrative Agent its Applicable Percentage of the payment then due from the BorrowersBorrower, in the same manner as provided in Section 2.07 2.05 with respect to Loans made by such Lender (and Section 2.07 2.05 shall apply, mutatis mutandis, to the payment obligations of the Revolving Lenders), and the Administrative Agent shall promptly pay to the applicable Issuing Bank the amounts so received by it from the Revolving Lenders. Promptly following receipt by the Administrative Agent of any payment from the Borrowers Borrower pursuant to this paragraph, the Administrative Agent shall distribute such payment to the applicable Issuing Bank or, to the extent that Revolving Lenders have made payments pursuant to this paragraph to reimburse the such Issuing Bank, then to such Lenders and the such Issuing Bank as their interests may appear. Any payment made by a Revolving Lender pursuant to this paragraph to reimburse the any Issuing Bank for any LC Disbursement (other than the funding of ABR Revolving Loans or a Swingline Loan as contemplated above) shall not constitute a Loan and shall not relieve the Borrowers Borrower of their its obligation to reimburse such LC Disbursement.

Reimbursement. If the Issuing Bank shall make any LC Disbursement in respect of a Letter of Credit, the Borrowers Borrower shall reimburse such LC Disbursement by paying to the Administrative Agent an amount equal to such LC Disbursement (i) not later than 11:00 a.m.3:00 p.m., Chicago New York City time, on the date that such LC Disbursement is made, if the Borrower Representative shall have received notice of such LC Disbursement prior to 9:00 10:00 a.m., Chicago New York City time, on such date, or, (ii) if such notice has not been received by the Borrower Representative prior to such time on such date, then not later than 11:00 a.m.(i) 3:00 p.m., Chicago New York City time, on (A) the Business Day that the Borrower Representative receives such notice, if such notice is received prior to 9:00 10:00 a.m., Chicago New York City time, on the day of receipt, or (Bii) 12:00 noon, New York City time, on the Business Day immediately following the day that the Borrower Representative receives such notice, if such notice is not received prior to such time 10:00 a.m., New York City time, on the day of receipt; , provided that that, if such LC Disbursement is not less than $500,000, the Borrowers Borrower may, subject to the conditions to borrowing set forth herein, request in accordance with Section 2.03 or 2.05 2.04 that such payment be financed with an ABR Revolving Borrowing or Swingline Loan in an equivalent amount and, to the extent so financed, the Borrowers’ Borrower’s obligation to make such payment shall be discharged and replaced by the resulting ABR Revolving Borrowing or Swingline LoanBorrowing. If the Borrowers fail Borrower fails to make such payment when due, the Administrative Agent shall notify each Revolving Lender of the applicable LC Disbursement, the payment then due from the Borrowers Borrower in respect thereof and such Lender’s Applicable Percentage thereof. Promptly following receipt of such notice, each Revolving Lender shall pay to the Administrative Agent its Applicable Percentage of the payment then due from the BorrowersBorrower, in the same manner as provided in Section 2.07 2.06 with respect to Loans made by such Lender (and Section 2.07 2.06 shall apply, mutatis mutandis, to the payment obligations of the Revolving Lenders), and the Administrative Agent shall promptly pay to the Issuing Bank the amounts so received by it from the Revolving Lenders. Promptly following receipt by the Administrative Agent of any payment from the Borrowers Borrower pursuant to this paragraph, the Administrative Agent shall distribute such payment to the Issuing Bank or, to the extent that Revolving Lenders have made payments pursuant to this paragraph to reimburse the Issuing Bank, then to such Lenders and the Issuing Bank as their interests may appear. Any payment made by a Revolving Lender pursuant to this paragraph to reimburse the Issuing Bank for any LC Disbursement (other than the funding of ABR Revolving Loans or a Swingline Loan as contemplated above) shall not constitute a Loan and shall not relieve the Borrowers Borrower of their its obligation to reimburse such LC Disbursement.

Reimbursement. If the an Issuing Bank shall make any LC Disbursement in respect of a Letter of Credit, the Borrowers Borrower shall reimburse such LC Disbursement by paying to the Administrative Agent an amount equal to such LC Disbursement (i) not later than 11:00 a.m.2:00 p.m., Chicago New York City time, on the date that such LC Disbursement is made, if the Borrower Representative shall have received notice of such LC Disbursement prior to 9:00 10:00 a.m., Chicago New York City time, on such date, or, (ii) if such notice has not been received by the Borrower Representative prior to such time on such date, then not later than 11:00 a.m.2:00 p.m., Chicago New York City time, on (Ai) the Business Day that the Borrower Representative receives such notice, if such notice is received prior to 9:00 10:00 a.m., Chicago New York City time, on the day of the receipt, or (Bii) the Business Day immediately following the day that the Borrower Representative receives such notice, if such notice is not received prior to such time on the day of receipt; provided that that, if such LC Disbursement is not less than the Borrowers applicable minimum Borrowing amount set forth in Section 2.02(c), the Borrower may, subject to the conditions to borrowing set forth herein, request in accordance with Section 2.03 or 2.05 2.04 that such payment be financed with an ABR Revolving Borrowing or Swingline Loan in an equivalent amount and, to the extent so financed, the Borrowers’ Borrower's obligation to make such payment shall be discharged and replaced by the resulting ABR Revolving Borrowing or Swingline Loan. If the Borrowers fail Borrower fails to make such payment when due, the Administrative Agent shall notify each Revolving Lender of the applicable LC Disbursement, the payment then due from the Borrowers Borrower in respect thereof and such Lender’s 's Applicable Percentage thereof. Promptly following receipt of such notice, each Revolving Lender shall pay to the Administrative Agent its Applicable Percentage of the payment then due from the BorrowersBorrower, in the same manner as provided in Section 2.07 2.06 with respect to Loans made by such Lender (and Section 2.07 2.06 shall apply, mutatis mutandis, to the payment obligations of the Revolving Lenders), and the Administrative Agent shall promptly pay to the relevant Issuing Bank the amounts so received by it from the Revolving Lenders. Promptly following receipt by the Administrative Agent of any payment from the Borrowers Borrower pursuant to this paragraph, the Administrative Agent shall distribute such payment to the such Issuing Bank or, to the extent that Revolving Lenders have made payments pursuant to this paragraph to reimburse the such Issuing Bank, then to such Lenders and the such Issuing Bank as their interests may appear. Any payment made by a Revolving Lender pursuant to this paragraph to reimburse the an Issuing Bank for any LC Disbursement (other than the funding of ABR Revolving Loans or a Swingline Loan as contemplated above) shall not constitute a Loan and shall not relieve the Borrowers Borrower of their its obligation to reimburse such LC Disbursement.

Reimbursement. (i) If the any Issuing Bank shall make any LC Disbursement in respect of a Letter of Credit, the Borrowers shall Borrower shall, except as provided in paragraph (ii) below, reimburse such LC Disbursement by paying to the Administrative Agent an amount equal to such LC Disbursement (i) not later than 11:00 a.m.1:00 p.m., Chicago New York City time, on the date that such LC Disbursement is made, if the Borrower Representative shall have received notice of such LC Disbursement prior to 9:00 11:00 a.m., Chicago New York City time, on such date, or, (ii) if such notice has not been received by the Borrower Representative prior to such time on such date, then not later than 11:00 a.m.1:00 p.m., Chicago New York City time, on (Ai) the Business Day that the Borrower Representative receives such notice, if such notice is received prior to 9:00 11:00 a.m., Chicago New York City time, on the day of receipt, or (Bii) the Business Day immediately following the day that the Borrower Representative receives such notice, if such notice is not received prior to such time on the day of receipt; provided that the Borrowers Borrower may, subject to the conditions to borrowing set forth herein, request in accordance with Section Sections 2.01 and 2.03 or 2.05 that such payment be financed with an ABR Revolving Borrowing or Swingline Loan in an equivalent amount and, to the extent so financed, the Borrowers’ Borrower's obligation to make such payment shall be discharged and replaced by the resulting ABR Revolving Borrowing or Swingline LoanBorrowing. If the Borrowers fail Borrower fails to make such payment when due, the Administrative Agent shall notify each Revolving Lender of the applicable LC Disbursement, the payment then due from the Borrowers Borrower in respect thereof and such Lender’s 's Applicable Percentage thereof. Promptly following receipt of such notice, each Revolving Lender shall pay to the Administrative Agent its Applicable Percentage of the payment then due from the BorrowersBorrower, in the same manner as provided in Section 2.07 with respect to Loans made by such Lender (and Section 2.07 shall apply, mutatis mutandis, to the payment obligations of the Revolving Lenders), and the Administrative Agent shall promptly pay to the applicable Issuing Bank the amounts so received by it from the Revolving Lenders. Promptly following receipt by the Administrative Agent of any payment from the Borrowers Borrower pursuant to this paragraph, the Administrative Agent shall distribute such payment to the applicable Issuing Bank or, to the extent that Revolving Lenders have made payments pursuant to this paragraph to reimburse the such Issuing Bank, then to such Lenders and the such Issuing Bank as their interests may appear. Any payment made by a Revolving Lender pursuant to this paragraph to reimburse the an Issuing Bank for any LC Disbursement (other than the funding of ABR Revolving Loans or a Swingline Loan as contemplated above) shall not constitute a Loan and shall not relieve the Borrowers Borrower of their its obligation to reimburse such LC Disbursement.

Reimbursement. If the an Issuing Bank shall make any LC Disbursement in respect of a Letter of Credit, the Borrowers Borrower shall reimburse such LC Disbursement by paying to the Administrative Paying Agent an amount equal to such LC Disbursement (i) not later than 11:00 a.m.12:00 noon, Chicago New York City time, on the date that such LC Disbursement is made, if the Borrower Representative shall have received notice of such LC Disbursement prior to 9:00 10:00 a.m., Chicago New York City time, on such date, or, (ii) if such notice has not been received by the Borrower Representative prior to such time on such date, then not later than 11:00 a.m.12:00 noon, Chicago New York City time, on (Ai) the Business Day that the Borrower Representative receives such notice, if such notice is received prior to 9:00 10:00 a.m., Chicago New York City time, on the day of receipt, or (Bii) the Business Day immediately following the day that the Borrower Representative receives such notice, if such notice is not received prior to such time on the day of receipt; provided that in the Borrowers case of a LC Disbursement in respect of an Alternate Currency Letter of Credit, the times of day referred to above in this clause (e) shall be deemed to be the local time at the place of payment; provided further that, if such LC Disbursement is denominated in dollars, the Borrower may, subject to the conditions to borrowing set forth herein, request in accordance with Section 2.03 or 2.05 that such payment be financed with an ABR Revolving Borrowing or Swingline Loan in an equivalent amount and, to the extent so financed, the Borrowers’ Borrower’s obligation to make such payment shall be discharged and replaced by the resulting ABR Revolving Borrowing or Swingline Loan. If the Borrowers fail Borrower fails to make such payment when due, the Administrative Paying Agent shall notify each Revolving Lender of the applicable LC Disbursement, the payment then due from the Borrowers Borrower in respect thereof and such Lender’s Applicable Percentage thereof. Promptly following receipt of such noticenotice (but subject to Section 2.06(m), in the case of Alternate Currency Letters of Credit), each Revolving Lender shall pay to the Administrative Paying Agent its Applicable Percentage of the payment then due from the BorrowersBorrower, in the same manner as provided in Section 2.07 with respect to Loans made by such Lender (and Section 2.07 shall apply, mutatis mutandis, to the payment obligations of the Revolving Lenders), and the Administrative Paying Agent shall promptly pay to the applicable Issuing Bank the amounts so received by it from the Revolving Lenders. Promptly following receipt by the Administrative Paying Agent of any payment from the Borrowers Borrower pursuant to this paragraph, the Administrative Paying Agent shall distribute such payment to the applicable Issuing Bank or, to the extent that Revolving Lenders have made payments pursuant to this paragraph to reimburse the such Issuing Bank, then to such Lenders and the such Issuing Bank as their interests may appear. Any payment made by a Revolving Lender pursuant to this paragraph to reimburse the an Issuing Bank for any LC Disbursement (other than the funding of ABR Revolving Loans or a Swingline Loan as contemplated above) shall not constitute a Loan and shall not relieve the Borrowers Borrower of their its obligation to reimburse such LC Disbursement.

Reimbursement. If the Issuing Bank shall make any LC Disbursement in respect of a Letter of Credit, the Borrowers applicable Borrower shall reimburse such LC Disbursement by paying to the Administrative Agent an amount equal to such LC Disbursement (i) not later than 11:00 a.m.3:00 p.m., Chicago Eastern time, on the date that such LC Disbursement is made, if the applicable Borrower Representative shall have received notice of such LC Disbursement prior to 9:00 10:00 a.m., Chicago Eastern time, on such date, or, (ii) if such notice has not been received by the applicable Borrower Representative prior to such time on such date, then not later than 11:00 a.m.3:00 p.m., Chicago Eastern time, on (A) the Business Day that the Borrower Representative receives such notice, if such notice is received prior to 9:00 a.m., Chicago time, on the day of receipt, or (B) the Business Day immediately following the day that the applicable Borrower Representative receives such notice, if such notice is not received prior to such time on the day of receipt; provided that the Borrowers applicable Borrower may, subject to the conditions to borrowing set forth herein, request in accordance with Section 2.03 or 2.05 that such payment be financed with an ABR Revolving Borrowing or Swingline Loan in an equivalent amount and, to the extent so financed, the Borrowers’ applicable Borrower's obligation to make such payment shall be discharged and replaced by the resulting ABR Revolving Borrowing or Swingline Loan. If the Borrowers fail applicable Borrower fails to make such payment when due, the Administrative Agent shall notify each Revolving Lender of the applicable LC Disbursement, the payment then due from the Borrowers applicable Borrower in respect thereof and such Lender’s 's Applicable Percentage thereof. Promptly following receipt of such notice, each Revolving Lender shall pay to the Administrative Agent its Applicable Percentage of the payment then due from the Borrowersapplicable Borrower, in the same manner as provided in Section 2.07 with respect to Loans made by such Lender (and Section 2.07 shall apply, mutatis mutandis, to the payment obligations of the Revolving Lenders), and the Administrative Agent shall promptly pay to the Issuing Bank the amounts so received by it from the Revolving Lenders. Promptly following receipt by the Administrative Agent of any payment from the Borrowers applicable Borrower pursuant to this paragraph, the Administrative Agent shall distribute such payment to the Issuing Bank or, to the extent that Revolving Lenders have made payments pursuant to this paragraph to reimburse the Issuing Bank, then to such Lenders and the Issuing Bank as their interests may appear. Any payment made by a Revolving Lender pursuant to this paragraph to reimburse the Issuing Bank for any LC Disbursement (other than the funding of ABR Revolving Loans or a Swingline Loan as contemplated above) shall not constitute a Loan and shall not relieve the Borrowers applicable Borrower of their its obligation to reimburse such LC Disbursement.

Reimbursement. If the an Issuing Bank Lender shall make any LC Disbursement in respect of a Letter of Credit, the Borrowers Borrower shall reimburse such Issuing Lender in respect of such LC Disbursement (i) under a Committed Letter of Credit by paying to the Administrative Agent an amount in Dollars equal to such LC Disbursement (i) not later than 11:00 a.m.12:00 noon, Chicago time, on the date that such LC Disbursement is made, if the Borrower Representative shall have received notice of such LC Disbursement prior to 9:00 a.m., Chicago time, on such date, or, (ii) if such notice has not been received by the Borrower Representative prior to such time on such date, then not later than 11:00 a.m., Chicago New York City time, on (Ax) the Business Day that the Borrower Representative receives notice of such noticeLC Disbursement, if such notice is received prior to 9:00 10:00 a.m., Chicago New York City time, on the day of receipt, or (By) the Business Day immediately following the day that the Borrower Representative receives such notice, if such notice is not received prior to such time on (provided that, if such LC Disbursement is not less than $100,000, the day of receipt; provided that the Borrowers Borrower may, subject to the conditions to borrowing set forth herein, request in accordance with Section 2.03 or 2.05 2.04 that such payment be financed with an a Revolving ABR Revolving Borrowing or Swingline Loan in an equivalent amount and, to the extent so financed, the Borrowers’ Borrower’s obligation to make such payment shall be discharged and replaced by the resulting Revolving ABR Revolving Borrowing or Swingline Loan) and (ii) under an Alternative Currency Letter of Credit by paying to the Administrative Agent an amount in the relevant Alternative Currency equal to such LC Disbursement not later that 12:00 noon, London time, on (x) the Business Day that the Borrower receives notice of such LC Disbursement, if such notice is received prior to 10:00 a.m., London time, or (y) the Business Day immediately following the day that the Borrower receives such notice, if such notice is not received prior to such time. If the Borrowers fail Borrower fails to make such payment when due, the Administrative Agent shall notify each Revolving Lender of the applicable LC Disbursement, the payment then due from the Borrowers Borrower in respect thereof and such Lender’s Applicable Percentage thereof. Promptly following receipt of such notice, each Revolving Lender shall pay to the Administrative Agent its Applicable Percentage of the payment then due from the Borrowerstogether with, in the same manner as provided in Section 2.07 with respect to Loans made by case of an LC Disbursement under an Alternative Currency Letter of Credit, the Dollar Equivalent of the Lender’s Applicable Percentage thereof, using the Exchange Rates which would apply were such Lender (and Section 2.07 shall apply, mutatis mutandis, to pay such amount on the payment obligations of the Revolving Lenders), and the Administrative Agent shall promptly pay to the Issuing Bank the amounts so received by it from the Revolving Lenders. Promptly following receipt by the Administrative Agent of any payment from the Borrowers pursuant to this paragraph, the Administrative Agent shall distribute date such payment to the Issuing Bank or, to the extent that Revolving Lenders have made payments pursuant to this paragraph to reimburse the Issuing Bank, then notice is delivered to such Lenders and the Issuing Bank as their interests may appear. Any payment made by a Revolving Lender pursuant to this paragraph to reimburse the Issuing Bank for any LC Disbursement (other than the funding of ABR Revolving Loans or a Swingline Loan as contemplated above) shall not constitute a Loan and shall not relieve the Borrowers of their obligation to reimburse such LC DisbursementLender.

Reimbursement. If the an Issuing Bank shall make any LC Disbursement in respect of a Letter of Credit, the Borrowers Requesting Borrower shall reimburse such LC Disbursement by paying to the Administrative Agent an amount equal to such LC Disbursement (i) not later than 11:00 a.m.2:00 p.m., Chicago New York City time, on the date that such LC Disbursement is made, if the such Requesting Borrower Representative shall have received notice of such LC Disbursement prior to 9:00 10:00 a.m., Chicago New York City time, on such date, or, (ii) if such notice has not been received by the such Requesting Borrower Representative prior to such time on such date, then not later than 11:00 a.m.(i) 2:00 p.m., Chicago New York City time, on (A) the Business Day that the such Requesting Borrower Representative receives such notice, if such notice is received prior to 9:00 10:00 a.m., Chicago time, New York City time on the day of receipt, or (Bii) 12:00 noon, New York City time, on the Business Day immediately following the day that the such Requesting Borrower Representative receives such notice, if such notice is not received prior to such time 10:00 a.m., New York City time, on the day of receipt; provided that the Borrowers such Requesting Borrower may, subject to the conditions to borrowing set forth herein, request in accordance with Section 2.03 or 2.05 that such payment be financed with an ABR Revolving a Borrowing or Swingline Loan in an equivalent amount and, to the extent so financed, the Borrowers’ such Requesting Borrower’s obligation to make such payment shall be discharged and replaced by the resulting ABR Revolving Borrowing or Swingline LoanBorrowing. If the Borrowers fail a Requesting Borrower fails to make such a payment when due, the Administrative Agent shall notify each Revolving Lender of the applicable LC Disbursement, the payment then due from the Borrowers such Requesting Borrower in respect thereof and such Lender’s Applicable Percentage thereof. Promptly following receipt of such notice, each Revolving Lender shall pay to the Administrative Agent its Applicable Percentage of the payment then due from the Borrowerssuch Requesting Borrower, in the same manner as provided in Section 2.07 2.04 with respect to Loans made by such Lender (and Section 2.07 2.04 shall apply, mutatis mutandis, to the payment obligations of the Revolving Lenders), and the Administrative Agent shall promptly pay to the applicable Issuing Bank the amounts so received by it from the Revolving Lenders. Promptly following receipt by the Administrative Agent of any payment from the Borrowers a Borrower pursuant to this paragraph, the Administrative Agent shall distribute such payment to the applicable Issuing Bank or, to the extent that Revolving the Lenders have made payments pursuant to this paragraph to reimburse the such Issuing Bank, then to such Lenders and the such Issuing Bank as their interests may appear. Any payment made by a Revolving Lender pursuant to this [[NYCORP:3265188v16:REMOTE_KFASULLO:03/30/11--12:01 a]] paragraph to reimburse the an Issuing Bank for any LC Disbursement (other than the funding of ABR Revolving Loans or a Swingline Loan as contemplated above) shall not constitute a Loan and shall not relieve the Borrowers applicable Borrower of their its obligation to reimburse such LC Disbursement.

Reimbursement. If the any Issuing Bank shall make any LC Disbursement in respect of a Letter of Credit, the Borrowers Borrower shall reimburse such LC Disbursement by paying to the Administrative Agent an amount equal to such LC Disbursement (i) not later than 11:00 a.m.5:00 p.m., Chicago New York City time, on the date that such LC Disbursement is made, if the Borrower Representative shall have received notice of such LC Disbursement prior to 9:00 a.m.3:00 p.m., Chicago New York City time, on such date, or, (ii) if such notice has not been received by the Borrower Representative prior to such time on such date, then not later than 11:00 a.m.5:00 p.m., Chicago New York City time, on (Ai) the Business Day that the Borrower Representative receives such notice, if such notice is received prior to 9:00 a.m.3:00 p.m., Chicago New York City time, on the day of receipt, or (Bii) the Business Day immediately following the day that the Borrower Representative receives such notice, if such notice is not received prior to such time on the day of receipt; provided that that, notwithstanding the Borrowers amount requirements otherwise set forth in Section 2.02, the Borrower may, subject to the conditions to borrowing set forth herein, request in accordance with Section 2.03 or 2.05 2.04 that such payment be financed with an ABR Revolving Borrowing or Swingline Loan in an equivalent amount and, to the extent so financed, the Borrowers’ Borrower's obligation to make such payment shall be discharged and replaced by the resulting ABR Revolving Borrowing or Swingline Loan. If the Borrowers fail Borrower fails to make such payment when due, the Administrative Agent shall notify each Revolving Lender of the applicable LC Disbursement, the payment then due from the Borrowers Borrower in respect thereof and such Lender’s 's Applicable Percentage thereof. Promptly following receipt of such notice, each Revolving Lender shall pay to the Administrative Agent its Applicable Percentage of the payment then due from the BorrowersBorrower, in the same manner as provided in Section 2.07 2.06 with respect to Loans made by such Lender (and Section 2.07 2.06 shall apply, mutatis mutandis, to the payment obligations of the Revolving Lenders), and the Administrative Agent shall promptly pay to the relevant Issuing Bank the amounts so received by it from the Revolving Lenders. Promptly following receipt by the Administrative Agent of any payment from the Borrowers Borrower pursuant to this paragraph, the Administrative Agent shall distribute such payment to the relevant Issuing Bank or, to the extent that Revolving Lenders have made payments pursuant to this paragraph to reimburse the such Issuing Bank, then to such Lenders and the such Issuing Bank as their interests may appear. Any payment made by a Revolving Lender pursuant to this paragraph to reimburse the an Issuing Bank for any LC Disbursement (other than the funding of ABR Revolving Loans or a Swingline Loan as contemplated above) shall not constitute a Loan and shall not relieve the Borrowers Borrower of their its obligation to reimburse such LC Disbursement.

Reimbursement. If the Issuing Bank shall make any LC Disbursement in respect of a Letter of Credit, the Borrowers Borrower shall reimburse such LC Disbursement by paying to the Administrative Agent an amount equal to such LC Disbursement (i) not later than 11:00 a.m.1:00 p.m., Chicago New York City time, on the date that such LC Disbursement is made, if the Borrower Representative shall have received notice of such LC Disbursement prior to 9:00 10:00 a.m., Chicago New York City time, on such date, or, (ii) if such notice has not been received by the Borrower Representative prior to such time on such date, then not later than 11:00 a.m.1:00 p.m., Chicago New York City time, (i) on (A) the Business Day that the Borrower Representative receives such notice, if such notice is received prior to 9:00 10:00 a.m., Chicago time, on the day of receipt, New York City time or (Bii) on the Business Day immediately following the day that the Borrower Representative receives such notice, if such notice is received after 10:00 a.m., New York City time; provided, that if such LC Disbursement is not received prior to such time on less than $500,000, the day of receipt; provided that the Borrowers Borrower may, subject to the conditions to borrowing set forth herein, request in accordance with Section 2.03 or 2.05 2.04 that such payment be financed with an ABR Revolving Borrowing or Swingline Loan in an equivalent amount and, to the extent so financed, the Borrowers’ Borrower’s obligation to make such payment shall be discharged and replaced by the resulting ABR Revolving Borrowing or Swingline Loan. If the Borrowers fail Borrower fails to make such payment when due, the Administrative Agent shall notify each Revolving Lender of the applicable LC Disbursement, the payment then due from the Borrowers Borrower in respect thereof and such Lender’s Applicable Percentage thereof. Promptly following receipt of such notice, each Revolving Lender shall pay to the Administrative Agent its Applicable Percentage of the payment then due from the BorrowersBorrower, in the same manner as provided in Section 2.07 2.06 with respect to Loans made by such Lender (and Section 2.07 2.06 shall apply, mutatis mutandis, to the payment obligations of the Revolving Lenders), and the Administrative Agent shall promptly pay to the Issuing Bank the amounts so received by it from the Revolving Lenders. Promptly following receipt by the Administrative Agent of any payment from the Borrowers Borrower pursuant to this paragraph, the Administrative Agent shall distribute such payment to the Issuing Bank or, to the extent that Revolving Lenders have made payments pursuant to this paragraph to reimburse the Issuing Bank, then to such Lenders and the Issuing Bank as their interests may appear. Any payment made by a Revolving Lender pursuant to this paragraph to reimburse the Issuing Bank for any LC Disbursement (other than the funding of ABR Revolving Loans or a Swingline Loan as contemplated above) shall not constitute a Loan and shall not relieve the Borrowers Borrower of their its obligation to reimburse such LC Disbursement.

Reimbursement. If the Issuing Bank shall make any LC Disbursement in respect of a Letter of Credit, the Borrowers Borrower shall reimburse such LC Disbursement by paying to the Administrative Agent an amount equal to such LC Disbursement (i) not later than 11:00 a.m.3:00 p.m., Chicago New York City time, on the date that such LC Disbursement is made, if the Borrower Representative shall have received notice of such LC Disbursement prior to 9:00 10:00 a.m., Chicago New York City time, on such date, or, (ii) if such notice has not been received by the Borrower Representative prior to such time on such date, then not later than 11:00 a.m.3:00 p.m., Chicago New York City time, on (Ai) the Business Day that the Borrower Representative receives such notice, if such notice is received prior to 9:00 10:00 a.m., Chicago New York City time, on the day of receipt, or (Bii) the Business Day immediately following the day that the Borrower Representative receives such notice, if such notice is not received prior to such time on the day of receipt; provided that if such LC Disbursement is not less than $1,000,000, the Borrowers mayBorrower shall, subject to the conditions to borrowing Borrowing set forth herein, be deemed to have requested, and the Borrower does hereby request in accordance with Section 2.03 or 2.05 under such circumstances, that such payment be financed with an ABR Revolving Borrowing or Swingline Loan in an equivalent amount and, to the extent so financed, the Borrowers’ Borrower’s obligation to make such payment shall be discharged and replaced by the resulting ABR Revolving Borrowing or Swingline LoanBorrowing. If the Borrowers fail Borrower fails to make such payment when due, the Administrative Agent shall notify each Revolving Lender of the applicable LC Disbursement, the payment then due from the Borrowers Borrower in respect thereof and such Lender’s Applicable Percentage thereof. Promptly following receipt of such notice, each Revolving Lender shall pay to the Administrative Agent its Applicable Percentage of the payment then due from the BorrowersBorrower, in the same manner as provided in Section 2.07 2.05 with respect to Loans made by such Lender (and Section 2.07 2.05 shall apply, mutatis mutandis, to the payment obligations of the Revolving Lenders), and the Administrative Agent shall promptly pay to the Issuing Bank the amounts so received by it from the Revolving Lenders. Promptly following receipt by the Administrative Agent of any payment from the Borrowers Borrower pursuant to this paragraphSection 2.08(e), the Administrative Agent shall distribute such payment to the Issuing Bank or, to the extent that Revolving Lenders have made payments pursuant to this paragraph Section 2.08(e) to reimburse the Issuing Bank, then to such Lenders and the Issuing Bank as their interests may appear. Any payment made by a Revolving Lender pursuant to this paragraph Section 2.08(e) to reimburse the Issuing Bank for any LC Disbursement (other than the funding of ABR Revolving Loans or a Swingline Loan as contemplated above) shall not constitute a Loan and shall not relieve the Borrowers Borrower of their its obligation to reimburse such LC Disbursement.

Reimbursement. If the any Issuing Bank shall make any LC Disbursement in respect of a Letter of Credit, the Borrowers Borrower shall reimburse such LC Disbursement by paying to the Administrative Agent an amount equal to such LC Disbursement (i) not later than 11:00 a.m.3:00 p.m., Chicago New York City time, on the date that such LC Disbursement is made, if the Borrower Representative shall have received notice of such LC Disbursement prior to 9:00 10:00 a.m., Chicago New York City time, on such date, or, (ii) if such notice has not been received by the Borrower Representative prior to such time on such date, then not later than 11:00 a.m.3:00 p.m., Chicago New York City time, on (Ai) the Business Day that the Borrower Representative receives such notice, if such notice is received prior to 9:00 10:00 a.m., Chicago New York City time, on the day of receipt, or (Bii) the Business Day immediately following the day that the Borrower Representative receives such notice, if such notice is not received prior to such time on the day of receipt; provided that that, if such LC Disbursement is not less than $1,000,000, the Borrowers Borrower may, subject to the conditions to borrowing set forth herein, request in accordance with Section 2.03 or 2.05 that such payment be financed with an ABR Revolving Borrowing or Swingline Loan in an equivalent amount and, to the extent so financed, the Borrowers’ Borrower’s obligation to make such payment shall be discharged and replaced by the resulting ABR Revolving Borrowing or Swingline Loan. If the Borrowers fail Borrower fails to make such payment when duedue (or if any such reimbursement payment is required to be refunded to the Borrower for any reason), the Administrative Agent shall notify each Revolving Lender of the applicable LC Disbursement, the payment then due from the Borrowers Borrower in respect thereof and such Lender’s Applicable Revolving Percentage thereof. Promptly following receipt of such notice, each Revolving Lender shall pay to the Administrative Agent its Applicable Revolving Percentage of the payment then due from the BorrowersBorrower, in the same manner as provided in Section 2.07 2.06 with respect to Loans made by such Lender (and Section 2.07 2.06 shall apply, mutatis mutandis, to the payment obligations of the Revolving Lenders), and the Administrative Agent shall promptly pay to the applicable Issuing Bank the amounts so received by it from the Revolving Lenders. Promptly following receipt by the Administrative Agent of any payment from the Borrowers Borrower pursuant to this paragraph, the Administrative Agent shall distribute such payment to the applicable Issuing Bank or, to the extent that Revolving Lenders have made payments pursuant to this paragraph to reimburse the such Issuing Bank, then to such Lenders and the such Issuing Bank as their interests may appear. Any payment made by a Revolving Lender pursuant to this paragraph to reimburse the an Issuing Bank for any LC Disbursement (other than the funding of ABR Revolving Loans or a Swingline Loan as contemplated above) shall not constitute a Loan and shall not relieve the Borrowers Borrower of their its obligation to reimburse such LC Disbursement.

Reimbursement. If the an Issuing Bank shall make any LC Disbursement in respect of a Letter of Credit, it shall give prompt notice thereof to the Borrowers Borrower. The Borrower shall reimburse such LC Disbursement by paying to the Administrative Agent an amount equal to such LC Disbursement (i) not later than 11:00 a.m.1:00 p.m., Chicago New York City time, on the date that such LC Disbursement is made, if the Borrower Representative shall have received notice of such LC Disbursement prior to 9:00 10:00 a.m., Chicago New York City time, on such date, or, (ii) if such notice has not been received by the Borrower Representative prior to such time on such date, then not later than 11:00 a.m.1:00 p.m., Chicago New York City time, on (Ai) the Business Day that the Borrower Representative receives such notice, if such notice is received prior to 9:00 10:00 a.m., Chicago New York City time, on the day of receipt, or (Bii) the Business Day immediately following the day that the Borrower Representative receives such notice, if such notice is not received prior to such time on the day of receipt; provided that that, if such LC Disbursement is not less than $500,000, the Borrowers Borrower may, subject to the conditions to borrowing set forth herein, request in accordance with Section 2.03 or 2.05 2.04 that such payment be financed with an ABR Revolving Borrowing or Swingline Loan in an equivalent amount and, to the extent so financed, the Borrowers’ Borrower’s obligation to make such payment shall be discharged and replaced by the resulting ABR Revolving Borrowing or Swingline Loan. If the Borrowers fail Borrower fails to make such payment when due, the Administrative Agent shall notify each Revolving Lender of the applicable LC Disbursement, the payment then due from the Borrowers Borrower in respect thereof and such Lender’s Applicable Percentage thereof. Promptly following receipt of such notice, each Revolving Lender shall pay to the Administrative Agent its Applicable Percentage of the payment then due from the BorrowersBorrower, in the same manner as provided in Section 2.07 2.06 with respect to Loans made by such Lender (and Section 2.07 2.06 shall apply, mutatis mutandis, to the payment obligations of the Revolving Lenders), and the Administrative Agent shall promptly pay to the applicable Issuing Bank the amounts so received by it from the Revolving Lenders. Promptly following receipt by the Administrative Agent of any payment from the Borrowers Borrower pursuant to this paragraph, the Administrative Agent shall distribute such payment to the applicable Issuing Bank or, to the extent that Revolving Lenders have made payments pursuant to this paragraph to reimburse the applicable Issuing Bank, then to such Revolving Lenders and the such Issuing Bank as their interests may appear. Any payment made by a Revolving Lender pursuant to this paragraph to reimburse the applicable Issuing Bank for any LC Disbursement (other than the funding of ABR Revolving Loans or a Swingline Loan as contemplated above) shall not constitute a Loan and shall not relieve the Borrowers Borrower of their its obligation to reimburse such LC Disbursement.

Reimbursement. If the any Issuing Bank shall make any LC Disbursement in respect of a Letter of Credit, the Borrowers Borrower shall reimburse such LC Disbursement by paying to the Administrative Agent an in Dollars the amount equal to such LC Disbursement, calculated as of the date such Issuing Bank made such LC Disbursement (i) not later than 11:00 a.m.2:00 p.m., Chicago New York City time, on the date that such LC Disbursement is made, if the Borrower Representative shall have received notice of such LC Disbursement prior to 9:00 10:00 a.m., Chicago New York City time, on such date, or, (ii) if such notice has not been received by the Borrower Representative prior to such time on such date, then not later than 11:00 a.m.2:00 p.m., Chicago New York City time, on (A) the Business Day that the Borrower Representative receives such notice, if such notice is received prior to 9:00 a.m., Chicago time, on the day of receipt, or (B) the Business Day immediately following the day that the Borrower Representative receives such notice, if such notice is not received prior to such time on the day of receipt; provided that, if such LC Disbursement is not less than $1,000,000 and if the payment has not been made by the time due therefor, the Borrower shall be deemed to have requested (it being understood that for such purpose, the Borrowers may, subject condition to the conditions to borrowing Borrowing set forth herein, request in accordance with Section 2.03 or 2.05 herein shall not apply) that such payment be financed with an ABR a Base Rate Revolving Borrowing or Swingline Loan in an equivalent amount of such LC Disbursement and, to the extent so financed, the Borrowers’ Borrower’s obligation to make such payment shall be discharged and replaced by the resulting ABR Base Rate Revolving Borrowing or Swingline LoanBorrowing. If the Borrowers fail Borrower fails to make such payment when due, the Administrative Agent shall notify each Revolving Lender of the applicable LC Disbursement, the payment then due from the Borrowers Borrower in respect thereof and such Lender’s Applicable Percentage thereof. Promptly following receipt of such notice, each Revolving Lender shall pay to the Administrative Agent its Applicable Percentage of the payment then due from the BorrowersBorrower, in the same manner as provided in Section 2.07 with respect to Loans made by such Lender (and Section 2.07 shall apply, mutatis mutandis, to the payment obligations of the Revolving Lenders), and the Administrative Agent shall promptly pay to the applicable Issuing Bank 50 Cleco Corporation Credit Agreement the amounts so received by it from the Revolving Lenders. Promptly following receipt by the Administrative Agent of any payment from the Borrowers Borrower pursuant to this paragraph, the Administrative Agent shall distribute such payment to the applicable Issuing Bank or, to the extent that Revolving Lenders have made payments pursuant to this paragraph to reimburse the such Issuing Bank, then to such Lenders and the such Issuing Bank as their interests may appear. Any payment made by a Revolving Lender pursuant to this paragraph to reimburse the applicable Issuing Bank for any LC Disbursement (other than the funding of ABR Base Rate Revolving Loans or a Swingline Loan as contemplated above) shall not constitute a Loan and shall not relieve the Borrowers Borrower of their its obligation to reimburse such LC Disbursement.

Reimbursement. If the any Issuing Bank shall make any LC Disbursement in respect of a Letter of Credit, the Borrowers Borrower shall reimburse such LC Disbursement by paying to the Administrative Agent in Dollars an amount equal to such LC Disbursement (i) not later than 11:00 a.m.5:00 p.m., Chicago New York City time, on the date that such LC Disbursement is made, if the Borrower Representative shall have received notice of such LC Disbursement prior to 9:00 10:00 a.m., Chicago New York City time, on such date, or, (ii) if such notice has not been received by the Borrower Representative prior to such time on such date, then not later than 11:00 a.m.5:00 p.m., Chicago New York City time, on (A) the Business Day that the Borrower Representative receives such notice, if such notice is received prior to 9:00 a.m., Chicago time, on the day of receipt, or (B) the Business Day immediately following the day that the Borrower Representative receives such notice, if such notice is not received prior to such time on the day of receipt; provided that the Borrowers Borrower may, at its election and subject to the conditions to borrowing set forth herein, request in accordance with Section 2.03 2.02 or 2.05 2.21 that such payment be financed with an ABR Revolving Borrowing or Swingline Loan in an equivalent amount of such LC Disbursement and, to the extent so financed, the Borrowers’ Borrower’s obligation to make such payment shall be discharged and replaced by the resulting ABR Revolving Borrowing or Swingline Loan. If the Borrowers fail Borrower fails to make such payment when due, the Administrative Agent shall notify each Revolving Lender of the applicable LC Disbursement, the payment then due from the Borrowers Borrower in respect thereof and such Lender’s Applicable Percentage thereof. Promptly following receipt of such notice, each Revolving Lender shall pay to the Administrative Agent its Applicable Percentage of the payment then due from the Borrowers, in the same manner as provided in Section 2.07 with respect to Loans made by such Lender (and Section 2.07 shall apply, mutatis mutandis, to the payment obligations of the Revolving Lenders), and the Administrative Agent shall promptly pay to the Issuing Bank the amounts so received by it from the Revolving Lenders. Promptly following receipt by the Administrative Agent of any payment from the Borrowers pursuant to this paragraph, the Administrative Agent shall distribute such payment to the Issuing Bank or, to the extent that Revolving Lenders have made payments pursuant to this paragraph to reimburse the Issuing Bank, then to such Lenders and the Issuing Bank as their interests may appear. Any payment made by a Revolving Lender pursuant to this paragraph to reimburse the Issuing Bank for any LC Disbursement (other than the funding of ABR Revolving Loans or a Swingline Loan as contemplated above) shall not constitute a Loan and shall not relieve the Borrowers of their obligation to reimburse such LC Disbursement.the

Reimbursement. If the Issuing Bank shall make any LC Disbursement in respect of a Letter of Credit, the Borrowers Parent shall reimburse such LC Disbursement by paying to the Domestic Administrative Agent an amount equal to such LC Disbursement (i) not later than 11:00 a.m.12:00 noon, Chicago New York City time, on the date that such LC Disbursement is made, if the Borrower Representative Parent shall have received notice of such LC Disbursement prior to 9:00 10:00 a.m., Chicago New York City time, on such date, or, (ii) if such notice has not been received by the Borrower Representative Parent prior to such time on such date, then not later than 11:00 a.m.12:00 noon, Chicago New York City time, on (Ai) the Business Day that the Borrower Representative Parent receives Table of Contents such notice, if such notice is received prior to 9:00 10:00 a.m., Chicago New York City time, on the day of receipt, or (Bii) the Business Day immediately following the day that the Borrower Representative Parent receives such notice, if such notice is not received prior to such time on the day of receipt; provided that that, if such LC Disbursement is not less than $250,000, the Borrowers Parent may, subject to the conditions to borrowing set forth herein, request in accordance with Section 2.03 or 2.05 2.04 that such payment be financed with an ABR Revolving Borrowing or Swingline Loan in an equivalent amount and, to the extent so financed, the Borrowers’ Borrower’s obligation to make such payment shall be discharged and replaced by the resulting ABR Revolving Borrowing or Swingline Loan. If the Borrowers fail Parent fails to make such payment when due, the Domestic Administrative Agent shall notify each Revolving Lender of the applicable LC Disbursement, the payment then due from the Borrowers Parent in respect thereof and such Revolving Lender’s Applicable Percentage thereof. Promptly following receipt of such notice, each Revolving Lender shall pay to the Domestic Administrative Agent its Applicable Percentage of the payment then due from the BorrowersParent, in the same manner as provided in Section 2.07 2.06 with respect to Loans made by such Revolving Lender (and Section 2.07 2.06 shall apply, mutatis mutandis, to the payment obligations of the Revolving Lenders), and the Domestic Administrative Agent shall promptly pay to the Issuing Bank the amounts so received by it from the Revolving Lenders. Promptly following receipt by the Domestic Administrative Agent of any payment from the Borrowers Parent pursuant to this paragraph, the Domestic Administrative Agent shall distribute such payment to the Issuing Bank or, to the extent that Revolving Lenders have made payments pursuant to this paragraph to reimburse the Issuing Bank, then to such Revolving Lenders and the Issuing Bank as their interests may appear. Any payment made by a Revolving Lender pursuant to this paragraph to reimburse the Issuing Bank for any LC Disbursement (other than the funding of ABR Revolving Loans or a Swingline Loan as contemplated above) shall not constitute a Loan and shall not relieve the Borrowers Parent of their its obligation to reimburse such LC Disbursement.

Reimbursement. If Upon receipt from the beneficiary of any Letter of Credit of any notice of a drawing under such Letter of Credit, the applicable Issuing Bank shall make notify the Borrower and the Administrative Agent thereof. Not later than 11:00 a.m., New York City time, on the date of any LC Disbursement in respect of by an Issuing Bank under a Letter of Credit, the Borrowers Borrower shall reimburse such LC Disbursement by paying to Issuing Bank through the Administrative Agent in an amount equal to the amount of such LC Disbursement (i) not later than 11:00 a.m., Chicago time, on the date that such LC Disbursement is made, drawing if the Borrower Representative shall have received notice of such LC Disbursement prior to 9:00 a.m., Chicago New York City time, on such date, or, (ii) if such notice has not been received by the Borrower Representative prior to such time on such date, then not later than 11:00 a.m., Chicago New York City time, on (Ai) the Business Day that the Borrower Representative receives such notice, if such notice is received prior to 9:00 a.m., Chicago New York City time, on the day of receipt, or (Bii) the Business Day immediately following the day that the Borrower Representative receives such notice, if such notice is not received prior to such time on the day of receipt; provided that the Borrowers Borrower may, subject to the conditions to borrowing set forth herein, request in accordance with Section 2.03 or 2.05 that such payment be financed with an ABR Revolving Borrowing or Swingline Loan in an equivalent amount of such LC Disbursement and, to the extent so financed, the Borrowers’ Borrower’s obligation to make such payment shall be discharged and replaced by the resulting ABR Revolving Borrowing or Swingline Loan. If the Borrowers fail Borrower fails to make such payment when due, the Administrative Agent shall notify each Revolving Lender of the applicable LC Disbursement, the payment then due from the Borrowers Borrower in respect thereof and such Lender’s Applicable Percentage thereof. Promptly following receipt of such notice, each Revolving Lender shall pay to the Administrative Agent its Applicable Percentage of the payment then due from the BorrowersBorrower, in the same manner as provided in Section 2.07 with respect to Loans made by such Lender (and Section 2.07 shall apply, mutatis mutandis, to the payment obligations of the Revolving Lenders), and the Administrative Agent shall promptly pay to the such Issuing Bank the amounts so received by it from the Revolving Lenders. Promptly following receipt by the Administrative Agent of any payment from the Borrowers Borrower pursuant to this paragraph, the Administrative Agent shall distribute such payment to the applicable Issuing Bank or, to the extent that Revolving Lenders have made payments pursuant to this paragraph to reimburse the such Issuing Bank, then to such Lenders and the such Issuing Bank as their interests may appear. Any payment made by a Revolving Lender pursuant to this paragraph to reimburse the an Issuing Bank for any LC Disbursement (other than the funding of ABR Revolving Loans or a Swingline Loan as contemplated above) shall not constitute a Loan and shall not relieve the Borrowers Borrower of their its obligation to reimburse such LC Disbursement.

Reimbursement. If the any Issuing Bank shall make any LC Disbursement in respect of a Letter of Credit, the Borrowers Borrower shall reimburse such LC Disbursement by paying to the Administrative Agent in Dollars the Dollar Amount equal to such LC Disbursement calculated as of the date the applicable Issuing Bank made such LC Disbursement (or if such Issuing Bank shall so elect in its sole discretion by notice to the Borrower, in such other Agreed Currency which was paid by such Issuing Bank pursuant to such LC Disbursement in an amount equal to such LC Disbursement (iDisbursement) not later than 11:00 a.m.12:00 noon, Chicago timeLocal Time, on the date that such LC Disbursement is made, if the Borrower Representative shall have received notice of such LC Disbursement prior to 9:00 10:00 a.m., Chicago timeLocal Time, on such date, or, (ii) if such notice has not been received by the Borrower Representative prior to such time on such date, then not later than 11:00 a.m.12:00 noon, Chicago timeLocal Time, on (Ai) the Business Day that the Borrower Representative receives such notice, if such notice is received prior to 9:00 10:00 a.m., Chicago timeLocal Time, on the day of receipt, or (Bii) the Business Day immediately following the day that the Borrower Representative receives such notice, if such notice is not received prior to such time on the day of receipt; provided that the Borrowers Borrower may, subject to the conditions to borrowing set forth herein, request in accordance with Section 2.03 or 2.05 that such payment be financed with an ABR Revolving Borrowing or Swingline Loan in an equivalent amount Dollar Amount of such LC Disbursement and, to the extent so financed, the Borrowers’ Borrower’s obligation to make such payment shall be discharged and replaced by the resulting ABR Revolving Borrowing or Swingline Loan. If the Borrowers fail Borrower fails to make such payment when due, the Administrative Agent shall notify each Revolving Lender of the applicable LC Disbursement, the payment then due from the Borrowers Borrower in respect thereof and such Lender’s Applicable Percentage thereof. Promptly following receipt of such notice, each Revolving Lender shall pay to the Administrative Agent its Applicable Percentage of the payment then due from the BorrowersBorrower, in the same manner as provided in Section 2.07 with respect to Loans made by such Lender (and Section 2.07 shall apply, mutatis mutandis, to the payment obligations of the Revolving Lenders), and the Administrative Agent shall promptly pay to the such Issuing Bank the amounts so received by it from the Revolving Lenders. Promptly following receipt by the Administrative Agent of any payment from the Borrowers Borrower pursuant to this paragraph, the Administrative Agent shall distribute such payment to the such Issuing Bank or, to the extent that Revolving Lenders have made payments pursuant to this paragraph to reimburse the such Issuing Bank, then to such Lenders and the such Issuing Bank as their interests may appear. Any payment made by a Revolving Lender pursuant to this paragraph to reimburse the an Issuing Bank for any LC Disbursement (other than the funding of ABR Revolving Loans or a Swingline Loan as contemplated above) shall not constitute a Loan and shall not relieve the Borrowers Borrower of their its obligation to reimburse such LC Disbursement. If the Borrower’s reimbursement of, or obligation to reimburse, any amounts in any Foreign Currency would subject the Administrative Agent, any Issuing Bank or any Lender to any stamp duty, ad valorem charge or similar tax that would not be payable if such reimbursement were made or required to be made in Dollars, the Borrower shall, at its option, either (x) pay the amount of any such tax requested by the Administrative Agent, the relevant Issuing Bank or the relevant Lender or (y) reimburse each LC Disbursement made in such Foreign Currency in Dollars, in an amount equal to the Equivalent Amount, calculated using the applicable exchange rates, on the date such LC Disbursement is made, of such LC Disbursement.