Common use of The U Clause in Contracts

The U. S. Borrower hereby agrees to reimburse (or cause any LC Obligor for whose account a Letter of Credit was issued to reimburse) each LC Issuer, by making payment directly to such LC Issuer in immediately available funds at the payment office of such LC Issuer, for any Unpaid Drawing with respect to any Letter of Credit promptly after, and in any event on the date on which, such LC Issuer notifies the U.S. Borrower (or any such other LC Obligor for whose account such Letter of Credit was issued) of such payment or disbursement (which notice to the U.S. Borrower (or such other LC Obligor) shall be delivered reasonably promptly after any such payment or disbursement), such payment to be made in Dollars (or another Approved Currency pursuant to the proviso below), with interest on the amount so paid or disbursed by such LC Issuer, to the extent not reimbursed prior to 1:00 P.M. (local time at the payment office of the applicable LC Issuer) on the date of such payment or disbursement, from and including the date paid or disbursed to but not including the date such LC Issuer is reimbursed therefor at a rate per annum that shall be the rate then applicable to Revolving Loans pursuant to Section 2.09(a) that are Base Rate Loans or, if not reimbursed on the date of such payment or disbursement, at the Default Rate, any such interest also to be payable on demand; provided that in the case of a Letter of Credit denominated in an Approved Foreign Currency, the U.S. Borrower shall reimburse such LC Issuer in such Approved Foreign Currency, unless (A) such LC Issuer (at its option) shall have specified in its notice to the U.S. Borrower that it will require reimbursement in Dollars or (B) in the absence of any such requirement for reimbursement in Dollars, the U.S. Borrower shall have notified such LC Issuer promptly following receipt of the LC Issuer’s notice that the U.S. Borrower will reimburse the LC Issuer in Dollars, in each case of clauses (A) and (B) at the Exchange Rate in effect on the date such payment is required. If by 11:00 A.M. on the Business Day immediately following notice to it of its obligation to make reimbursement in respect of an Unpaid Drawing, the U.S. Borrower or the relevant LC Obligor has not made such reimbursement out of its available cash on hand or, in the case of the U.S. Borrower, a contemporaneous Borrowing hereunder (if such Borrowing is otherwise available to the U.S. Borrower), (x) the U.S. Borrower will in each case be deemed to have given a Notice of Borrowing for Revolving Loans that are Base Rate Loans in U.S. Dollars (in the case of any Letter of Credit denominated in an Approved Foreign Currency, at the Exchange Rate in effect on the date such payment is required) in an aggregate principal amount sufficient to reimburse such Unpaid Drawing (and the Administrative Agent shall promptly give notice to the Lenders of such deemed Notice of Borrowing), (y) the Lenders shall, unless they are legally prohibited from doing so, make the Revolving Loans contemplated by such deemed Notice of Borrowing (which Revolving Loans shall be considered made under Section 2.02), and (z) the proceeds of such Revolving Loans shall be disbursed directly to the applicable LC Issuer to the extent necessary to effect such reimbursement and repayment of the Unpaid Drawing, with any excess proceeds to be made available to the U.S. Borrower in accordance with the applicable provisions of this Agreement.

The U. S. Borrower hereby agrees to reimburse pay (or cause i) to the Administrative Agent for the account of each Lender a participation fee with respect to its participations in Letters of Credit, which shall accrue at the same Applicable Margin used to determine the interest rate applicable to Eurocurrency Revolving Loans on the average daily amount of such Lender’s LC Risk Participation during the period from and including the Restatement Effective Date to but excluding the later of the date on which such Lender’s Commitment terminates and the date on which such Lender ceases to have any LC Obligor Exposure; provided that any fees payable for whose the account of a Letter of Credit was issued to reimburse) each LC Issuer, by making payment directly to such LC Issuer in immediately available funds at the payment office of such LC Issuer, for any Unpaid Drawing Defaulting Lender with respect to any Letter of Credit promptly afteras to which such Defaulting Lender has not provided Cash Collateral satisfactory to the Issuing Bank pursuant to Section 2.24(c) shall be payable, and to the maximum extent permitted by applicable Requirements of Law, to the other Lenders in any event on accordance with the date on which, such LC Issuer notifies the U.S. Borrower (or any such other LC Obligor for whose account upward adjustments of their respective participations in such Letter of Credit was issued) pursuant to Section 2.24(a)(iv), with the balance of such payment fee, if any, payable to the Issuing Bank for its own account, and (ii) to the Issuing Bank a fronting fee, which shall accrue at the rate or disbursement (which notice to rates per annum separately agreed upon between the U.S. Borrower (or such other LC Obligor) shall be delivered reasonably promptly after any such payment or disbursement), such payment to be made in Dollars (or another Approved Currency pursuant to and the proviso below), with interest Issuing Bank on the average daily amount so paid or disbursed by such LC Issuer, to the extent not reimbursed prior to 1:00 P.M. (local time at the payment office of the applicable LC IssuerExposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) on during the date of such payment or disbursement, period from and including the date paid or disbursed Restatement Effective Date to but not including excluding the date such LC Issuer is reimbursed therefor at a rate per annum that shall be the rate then applicable to Revolving Loans pursuant to Section 2.09(a) that are Base Rate Loans or, if not reimbursed on later of the date of such payment or disbursement, at termination of the Default Rate, any such interest also Commitments and the date on which there ceases to be payable on demand; provided that in any LC Exposure, as well as the case of a Letter of Credit denominated in an Approved Foreign Currency, the U.S. Borrower shall reimburse such LC Issuer in such Approved Foreign Currency, unless (A) such LC Issuer (at its option) shall have specified in its notice Issuing Bank’s standard fees with respect to the U.S. Borrower that it will require reimbursement in Dollars issuance, amendment, renewal or (B) in the absence of any such requirement for reimbursement in Dollars, the U.S. Borrower shall have notified such LC Issuer promptly following receipt of the LC Issuer’s notice that the U.S. Borrower will reimburse the LC Issuer in Dollars, in each case of clauses (A) and (B) at the Exchange Rate in effect on the date such payment is required. If by 11:00 A.M. on the Business Day immediately following notice to it of its obligation to make reimbursement in respect of an Unpaid Drawing, the U.S. Borrower or the relevant LC Obligor has not made such reimbursement out of its available cash on hand or, in the case of the U.S. Borrower, a contemporaneous Borrowing hereunder (if such Borrowing is otherwise available to the U.S. Borrower), (x) the U.S. Borrower will in each case be deemed to have given a Notice of Borrowing for Revolving Loans that are Base Rate Loans in U.S. Dollars (in the case extension of any Letter of Credit denominated in an Approved Foreign Currencyor processing of drawings thereunder. Participation fees and fronting fees accrued through and including the last day of March, at June, September and December of each year shall be payable on the Exchange Rate in effect third Business Day following such last day, commencing on the first such date to occur after the Restatement Effective Date; provided that all such fees shall be payable on the date on which the Commitments terminate and any such payment is required) in an aggregate principal amount sufficient to reimburse such Unpaid Drawing (and fees accruing after the Administrative Agent date on which the Commitments terminate shall promptly give notice be payable on demand. Any other fees payable to the Lenders of such deemed Notice of Borrowing), (y) the Lenders shall, unless they are legally prohibited from doing so, make the Revolving Loans contemplated by such deemed Notice of Borrowing (which Revolving Loans Issuing Bank pursuant to this paragraph shall be considered made under Section 2.02), payable within 10 days after demand. All participation fees and (z) the proceeds of such Revolving Loans fronting fees shall be disbursed directly to computed on the applicable LC Issuer to basis of a year of 360 days and shall be payable for the extent necessary to effect such reimbursement and repayment actual number of days elapsed (including the Unpaid Drawing, with any excess proceeds to be made available to first day but excluding the U.S. Borrower in accordance with the applicable provisions of this Agreementlast day).

The U. S. Borrower Swingline Lender may by written notice given to the Administrative Agent not later than 11:00 a.m., Chicago time, on any Business Day require the U.S. Lenders to acquire participations on such Business Day in all or a portion of the U.S. Swingline Loans outstanding. Such notice shall specify the aggregate amount of U.S. Swingline Loans in which U.S. Lenders will participate. Promptly upon receipt of such notice, the Administrative Agent will give notice thereof to each U.S. Lender, specifying in such notice such U.S. Lender’s Applicable Percentage of such U.S. Swingline Loan or Loans. Each U.S. Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, to pay to the Administrative Agent, for the account of the U.S. Swingline Lender, such Lender’s Applicable Percentage of such U.S. Swingline Loan or Loans. Each U.S. Lender acknowledges and agrees that its obligation to reimburse (acquire participations in U.S. Swingline Loans pursuant to this paragraph is absolute and unconditional and shall not be affected by any circumstance whatsoever, including the occurrence and continuance of a Default or cause reduction or termination of the Commitments, and that each such payment shall be made without any LC Obligor for whose account a Letter offset, abatement, withholding or reduction whatsoever. Each U.S. Lender shall comply with its obligation under this paragraph by wire transfer of Credit was issued to reimburse) each LC Issuer, by making payment directly to such LC Issuer in immediately available funds at funds, in the payment office of such LC Issuer, for any Unpaid Drawing same manner as provided in Section 2.07 with respect to any Letter of Credit promptly after, and in any event on the date on which, such LC Issuer notifies the U.S. Borrower (or any such other LC Obligor for whose account such Letter of Credit was issued) of such payment or disbursement (which notice to the U.S. Borrower (or such other LC Obligor) shall be delivered reasonably promptly after any such payment or disbursement), such payment to be Loans made in Dollars (or another Approved Currency pursuant to the proviso below), with interest on the amount so paid or disbursed by such LC IssuerLender (and Section 2.07 shall apply, mutatis mutandis, to the extent not reimbursed prior to 1:00 P.M. (local time at the payment office of the applicable LC Issuer) on the date of such payment or disbursement, from and including the date paid or disbursed to but not including the date such LC Issuer is reimbursed therefor at a rate per annum that shall be the rate then applicable to Revolving Loans pursuant to Section 2.09(a) that are Base Rate Loans or, if not reimbursed on the date of such payment or disbursement, at the Default Rate, any such interest also to be payable on demand; provided that in the case of a Letter of Credit denominated in an Approved Foreign Currency, the U.S. Borrower shall reimburse such LC Issuer in such Approved Foreign Currency, unless (A) such LC Issuer (at its option) shall have specified in its notice to the U.S. Borrower that it will require reimbursement in Dollars or (B) in the absence of any such requirement for reimbursement in Dollars, the U.S. Borrower shall have notified such LC Issuer promptly following receipt of the LC Issuer’s notice that the U.S. Borrower will reimburse the LC Issuer in Dollars, in each case of clauses (A) and (B) at the Exchange Rate in effect on the date such payment is required. If by 11:00 A.M. on the Business Day immediately following notice to it of its obligation to make reimbursement in respect of an Unpaid Drawing, the U.S. Borrower or the relevant LC Obligor has not made such reimbursement out of its available cash on hand or, in the case obligations of the U.S. Borrower, a contemporaneous Borrowing hereunder (if such Borrowing is otherwise available to the U.S. BorrowerLenders), (x) the U.S. Borrower will in each case be deemed to have given a Notice of Borrowing for Revolving Loans that are Base Rate Loans in U.S. Dollars (in the case of any Letter of Credit denominated in an Approved Foreign Currency, at the Exchange Rate in effect on the date such payment is required) in an aggregate principal amount sufficient to reimburse such Unpaid Drawing (and the Administrative Agent shall promptly give notice pay to the Lenders U.S. Swingline Lender the amounts so received by it from the U.S. Lenders. The Administrative Agent shall notify the Borrower Representative of any participations in any U.S. Swingline Loan acquired pursuant to this paragraph, and thereafter payments in respect of such deemed Notice of Borrowing), (y) the Lenders shall, unless they are legally prohibited from doing so, make the Revolving Loans contemplated by such deemed Notice of Borrowing (which Revolving Loans U.S. Swingline Loan shall be considered made under Section 2.02), to the Administrative Agent and not to the U.S. Swingline Lender. Any amounts received by the U.S. Swingline Lender from the U.S. Borrowers (zor other party on behalf of the U.S. Borrowers) in respect of a U.S. Swingline Loan after receipt by the U.S. Swingline Lender of the proceeds of such Revolving Loans a sale of participations therein shall be disbursed directly promptly remitted to the applicable LC Issuer Administrative Agent; any such amounts received by the Administrative Agent shall be promptly remitted by the Administrative Agent to the U.S. Lenders that shall have made their payments pursuant to this paragraph and to the U.S. Swingline Lender, as their interests may appear; provided that any such payment so remitted shall be repaid to the U.S. Swingline Lender or to the Administrative Agent, as applicable, if and to the extent necessary to effect such reimbursement and repayment of the Unpaid Drawing, with any excess proceeds payment is required to be made available refunded to the Borrowers for any reason. The purchase of participations in a U.S. Borrower Swingline Loan pursuant to this paragraph shall not relieve the Borrowers of any default in accordance with the applicable provisions payment thereof. Notwithstanding the foregoing, a U.S. Lender shall not have any obligation to acquire a participation in a U.S. Swingline Loan pursuant to this paragraph if an Event of this AgreementDefault shall have occurred and be continuing at the time such U.S. Swingline Loan was made and such U.S. Lender shall have notified the U.S. Swingline Lender in writing, at least one Business Day prior to the time such U.S. Swingline Loan was made, that such Event of Default has occurred and that such Lender will not acquire participations in U.S. Swingline Loans made while such Event of Default is continuing.

The U. S. Borrower hereby agrees to reimburse (or cause Alternate Operating Lender shall not make any LC Obligor for whose account a Letter Accommodation under the U.S. Alternate Operating Facility after it has received written notice from the Administrative Agent that an Event of Credit was issued to reimburse) each LC Issuer, by making payment directly to such LC Issuer in immediately available funds at the payment office Default has occurred and is continuing. Upon receipt of such LC Issuernotice, the U.S. Alternate Operating Lender shall advise the Administrative Agent of the amount of Accommodations Outstanding under the U.S. Alternate Operating Facility. In such event (i) the U.S. Operating Commitment of the Foreign Lenders under the U.S. Operating Facility shall be deemed to have been increased by the amount of the Accommodations Outstanding under the U.S. Alternate Operating Facility, (ii) the U.S. Alternate Operating Lender's U.S. Operating Commitment shall be deemed to have been increased by the amount of the Accommodations Outstanding under the U.S. Alternate Operating Facility; (iii) the amount of the U.S. Alternate Operating Commitment shall be reduced to zero, and (iv) a Borrowing of Advances under the U.S. Operating Facility (each such Borrowing, a "U.S. Mandatory Borrowing") shall be made on the next Business Day by all Foreign Lenders with U.S. Operating Commitments so that immediately after such U.S. Mandatory Borrowing, each Foreign Lender shall share rateably in the Accommodations Outstanding under the U.S. Operating Facility (based on their respective Lender's U.S. Operating Commitments after giving effect to the deemed increases referred to in (i) and (ii)) and the proceeds thereof shall be applied directly by the Administrative Agent to repay the Accommodations Outstanding under the U.S. Alternate Operating Facility. Each relevant Foreign Lender shall make Advances pursuant to a U.S. Mandatory Borrowing in the amount and in the manner specified in writing by the Administrative Agent notwithstanding (v) that the amount of the U.S. Mandatory Borrowing may not comply with the minimum amount of Borrowings otherwise required under this Agreement, (vi) that the conditions precedent specified in Article 6 are not satisfied, (vii) the date of the U.S. Mandatory Borrowing, and (viii) any reduction in the U.S. Operating Commitment after any Advances under the U.S. Alternate Operating Commitment were made. If any U.S. Mandatory Borrowing cannot for any Unpaid Drawing with respect to any Letter of Credit promptly after, and in any event reason be made on the date on whichrequired above or the applicable Foreign Lenders for any reason would not at such time share rateably in the aggregate amount of the Accommodations Outstanding under the U.S. Alternate Operating Facility and the U.S. Operating Facility, each Foreign Lender with a U.S. Operating Commitment hereby agrees that it shall forthwith purchase from the U.S. Alternate Operating Lender, and each other Foreign Lender with a U.S. Operating Commitment, such LC Issuer notifies participations in the Advances outstanding under the U.S. Borrower (or any Operating Facility as shall be necessary to cause such other LC Obligor for whose account Foreign Lender to share in such Letter Advances rateably, based upon the proportion which each such Lender's U.S. Operating Commitment at the date of Credit was issued) of such payment or disbursement (which notice the U.S. Mandatory Borrowing bears to the U.S. Borrower (or such other LC Obligor) shall be delivered reasonably promptly after any such payment or disbursement), such payment to be made in Dollars (or another Approved Currency pursuant to the proviso below), with interest on the aggregate amount so paid or disbursed by such LC Issuer, to the extent not reimbursed prior to 1:00 P.M. (local time at the payment office of the applicable LC Issuer) U.S. Operating Commitment and the U.S. Alternate Operating Commitment on the date of such payment or disbursement, from and including the date paid or disbursed to but not including the date such LC Issuer is reimbursed therefor at a rate per annum that shall be the rate then applicable to Revolving Loans pursuant to Section 2.09(a) that are Base Rate Loans or, if not reimbursed on the date of such payment or disbursement, at the Default Rate, any such interest also to be payable on demand; provided that in the case of a Letter of Credit denominated in an Approved Foreign Currency, the U.S. Borrower shall reimburse such LC Issuer in such Approved Foreign Currency, unless (A) such LC Issuer (at its option) shall have specified in its notice to the U.S. Borrower that it will require reimbursement in Dollars or (B) in the absence of any such requirement for reimbursement in Dollars, the U.S. Borrower shall have notified such LC Issuer promptly following receipt of the LC Issuer’s notice that the U.S. Borrower will reimburse the LC Issuer in Dollars, in each case of clauses (A) and (B) at the Exchange Rate in effect on the date such payment is required. If by 11:00 A.M. on the Business Day immediately following notice to it of its obligation to make reimbursement in respect of an Unpaid Drawing, the U.S. Borrower or the relevant LC Obligor has not made such reimbursement out of its available cash on hand or, in the case of the U.S. Borrower, a contemporaneous Borrowing hereunder (if such Borrowing is otherwise available to the U.S. Borrower), (x) the U.S. Borrower will in each case be deemed to have given a Notice of Borrowing for Revolving Loans that are Base Rate Loans in U.S. Dollars (in the case of any Letter of Credit denominated in an Approved Foreign Currency, at the Exchange Rate in effect on the date such payment is required) in an aggregate principal amount sufficient to reimburse such Unpaid Drawing (and the Administrative Agent shall promptly give notice to the Lenders of such deemed Notice of Mandatory Borrowing), (y) the Lenders shall, unless they are legally prohibited from doing so, make the Revolving Loans contemplated by such deemed Notice of Borrowing (which Revolving Loans shall be considered made under Section 2.02), and (z) the proceeds of such Revolving Loans shall be disbursed directly to the applicable LC Issuer to the extent necessary to effect such reimbursement and repayment of the Unpaid Drawing, with any excess proceeds to be made available to the U.S. Borrower in accordance with the applicable provisions of this Agreement.

The U. S. Borrower hereby agrees may by delivery to reimburse (or cause any LC Obligor for whose account the Administrative Agent of a Letter of Credit was issued to reimburse) each LC Issuer, Borrower Designation Agreement duly executed by making payment directly to such LC Issuer in immediately available funds at the payment office of such LC Issuer, for any Unpaid Drawing with respect to any Letter of Credit promptly after, and in any event on the date on which, such LC Issuer notifies the U.S. Borrower and any proposed Additional Borrower that is a Wholly-Owned Subsidiary, designate such Wholly-Owned Subsidiary, as an “Additional Borrower” for purposes of this Agreement and the Revolving Credit Facility hereunder, and, so long as such designation is reasonably acceptable to the Administrative Agent, such designation shall become effective upon (or any such other LC Obligor for whose account such Letter i) the execution and delivery to the Administrative Agent of Credit was issued(A) the aforementioned executed Borrower Designation Agreement, (B) a loan certificate of such payment or disbursement Additional Borrower, including the attachments specified in Section 6.5, (which notice C) if such Additional Borrower is not already a Guarantor, all Security Documents, guarantees and other documents and instruments as such Additional Borrower shall be required to deliver to become a Guarantor and (D) a customary legal opinion, (ii) the delivery to the U.S. Administrative Agent of all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations and (iii) the Administrative Agent receiving satisfactory tax and regulatory advice that such proposed Additional Borrower does not increase the amount of Taxes that are not indemnifiable under Section 5.4 or otherwise the applicable Loan Parties shall enter into an amendment reasonably satisfactory to the Administrative Agent and Holdings in connection therewith. Notwithstanding anything in this Agreement to the contrary, (or such other LC Obligori) no Lender shall be delivered reasonably promptly after obligated to make any such payment or disbursement)Loans to any Additional Borrower, such payment to be made in Dollars (or another Approved Currency pursuant to the proviso below), with interest on the amount so paid or disbursed by such LC Issuer, ii) to the extent any Lender commits to make a Loan under the Revolving Credit Facility to such Additional Borrower, the Total Revolving Credit Commitments shall not reimbursed prior to 1:00 P.M. (local time at the payment office be increased and none of the applicable LC Issuer) on the date Revolving Credit Commitment, Tranche A Revolving Credit Commitment, Tranche B Revolving Credit Commitment and Tranche C Revolving Credit Commitment of such payment or disbursement, from and including the date paid or disbursed to but not including the date such LC Issuer is reimbursed therefor at a rate per annum that any Lender shall be the rate then applicable to Revolving Loans pursuant to Section 2.09(a) that are Base Rate Loans or, if not reimbursed on the date of increased without such payment or disbursement, at the Default Rate, any such interest also to be payable on demand; provided that in the case of a Letter of Credit denominated in an Approved Foreign Currency, the U.S. Borrower shall reimburse such LC Issuer in such Approved Foreign Currency, unless (A) such LC Issuer (at its option) shall have specified in its notice to the U.S. Borrower that it will require reimbursement in Dollars or (B) in the absence of any such requirement for reimbursement in Dollars, the U.S. Borrower shall have notified such LC Issuer promptly following receipt of the LC IssuerLender’s notice that the U.S. Borrower will reimburse the LC Issuer in Dollars, in each case of clauses (A) and (B) at the Exchange Rate in effect on the date such payment is required. If by 11:00 A.M. on the Business Day immediately following notice to it of its obligation to make reimbursement in respect of an Unpaid Drawing, the U.S. Borrower or the relevant LC Obligor has not made such reimbursement out of its available cash on hand or, in the case of the U.S. Borrower, a contemporaneous Borrowing hereunder (if such Borrowing is otherwise available to the U.S. Borrower), (x) the U.S. Borrower will in each case be deemed to have given a Notice of Borrowing for Revolving Loans that are Base Rate Loans in U.S. Dollars (in the case of any Letter of Credit denominated in an Approved Foreign Currency, at the Exchange Rate in effect on the date such payment is required) in an aggregate principal amount sufficient to reimburse such Unpaid Drawing (and the Administrative Agent shall promptly give notice to the Lenders of such deemed Notice of Borrowing), (y) the Lenders shall, unless they are legally prohibited from doing so, make the Revolving Loans contemplated by such deemed Notice of Borrowing (which Revolving Loans shall be considered made under Section 2.02)prior written consent, and (ziii) the proceeds of such Revolving Loans shall be disbursed directly to the applicable LC Issuer to the extent necessary to effect such reimbursement and repayment of the Unpaid Drawing, with any excess proceeds to be Credit Commitments that are made available to any Additional Borrower shall not exceed the U.S. Borrower in accordance with Dollar Equivalent of an amount to be agreed by the applicable provisions of this AgreementAdministrative Agent, Holdings and the Lenders providing such commitments.

The U. S. Borrower hereby agrees (in the case of U.S Borrower Letters of Credit), and the Bermuda Borrower hereby agrees (in the case of Bermuda Borrower Letters of Credit) to reimburse (or cause any LC Obligor for whose account a Letter of Credit was issued to reimburse) each LC Issuerthe respective Issuing Lender, by making payment directly in Dollars (or, if the respective Letter of Credit is denominated in an Alternative Currency, in an amount equal to the Dollar Equivalent of the respective payment or disbursement, as determined by the Administrative Agent on the date of such LC Issuer payment or disbursement) to the Administrative Agent in immediately available funds at the Payment Office (or by making the payment office of directly to such LC IssuerIssuing Lender at such location as may otherwise have been agreed upon by the respective Account Party and such Issuing Lender), for any Unpaid Drawing with respect to payment or disbursement (in the case of any such payment or disbursement under any Non-Dollar Denominated Letter of Credit, taking the Dollar Equivalent, as determined by the Administrative Agent, of the amount of the respective payment or disbursement on the date upon which the respective payment or disbursement is made) made by such Issuing Lender under any Letter of Credit promptly afterissued by it (each such amount so paid until reimbursed, and in any event on an "Unpaid Drawing"), not later than the date on which, such LC Issuer third Business Day after the Administrative Agent or the Issuing Lender notifies the U.S. Borrower (or any such other LC Obligor for whose account such Letter of Credit was issued) respective Account Party of such payment or disbursement (which provided that no such notice to the U.S. Borrower (or such other LC Obligor) shall be delivered reasonably promptly after any such payment or disbursement), such payment required to be made given if a Default or an Event of Default under Section 10.05 shall have occurred and be continuing, in Dollars which case all such Unpaid Drawings shall be due and payable immediately without presentment, demand, protest or notice of any kind (or another Approved Currency pursuant to all of which are hereby waived by the proviso belowrespective Account Party)), with interest on the amount so paid or disbursed by such LC IssuerIssuing Lender, to the extent not reimbursed prior to 1:00 P.M. (local time at the payment office of the applicable LC Issuer) New York time), on the date of such payment or disbursement, from and including the date paid or disbursed to but not including excluding the date such LC Issuer Issuing Lender is reimbursed by the respective Account Party therefor at a rate per annum that shall be equal to the rate then applicable to Revolving Loans pursuant to Section 2.09(a) that are Base Rate in effect from time to time plus the Applicable Margin for Tranche B Term Loans ormaintained as Base Rate Loans, if as in effect from time to time; provided, however, to the extent such amounts are not reimbursed prior to 1:00 P.M. (New York time) on the date third Business Day following the receipt by the Account Party of notice to the respective Account Party by the Administrative Agent or the respective Issuing Lender of such payment or disbursementdisbursement (or, if sooner, from the date of occurrence of a Default or an Event of Default under Section 10.05), interest shall thereafter accrue on the amounts so paid or disbursed by such Issuing Lender (and until reimbursed by the respective Account Party) at a rate per annum which is 2% in excess of the Default Raterate otherwise applicable to the respective Unpaid Drawing as provided above, any with all such interest also payable pursuant to this Section 2A.05 to be payable on demand; provided that in . The respective Issuing Lender shall give the case respective Account Party prompt notice of a Letter of Credit denominated in an Approved Foreign Currency, the U.S. Borrower shall reimburse such LC Issuer in such Approved Foreign Currency, unless (A) such LC Issuer (at its option) shall have specified in its notice to the U.S. Borrower that it will require reimbursement in Dollars or (B) in the absence of any such requirement for reimbursement in Dollars, the U.S. Borrower shall have notified such LC Issuer promptly following receipt of the LC Issuer’s notice that the U.S. Borrower will reimburse the LC Issuer in Dollars, in each case of clauses (A) and (B) at the Exchange Rate in effect on the date such payment is required. If by 11:00 A.M. on the Business Day immediately following notice to it of its obligation to make reimbursement in respect of an Unpaid Drawing, the U.S. Borrower or the relevant LC Obligor has not made such reimbursement out of its available cash on hand or, in the case of the U.S. Borrower, a contemporaneous Borrowing hereunder (if such Borrowing is otherwise available to the U.S. Borrower), (x) the U.S. Borrower will in each case be deemed to have given a Notice of Borrowing for Revolving Loans that are Base Rate Loans in U.S. Dollars (in the case of Drawing under any Letter of Credit denominated Credit, provided that the failure to give, or any delay in an Approved Foreign Currencygiving, at any such notice shall in no way affect, impair or diminish the Exchange Rate respective Account Party's obligations under this Agreement. The obligations of the respective Account Party to repay Unpaid Drawings as required above shall not be reduced, or satisfied, in effect on the date such payment is required) in an aggregate principal amount sufficient to reimburse such Unpaid Drawing (and the Administrative Agent shall promptly give notice any respect by payments made to the Lenders of such deemed Notice of Borrowing), (y) the Lenders shall, unless they are legally prohibited from doing so, make the Revolving Loans contemplated by such deemed Notice of Borrowing (which Revolving Loans shall be considered made under Section 2.02), and (z) the proceeds of such Revolving Loans shall be disbursed directly to the applicable LC Issuer to the extent necessary to effect such reimbursement and repayment of the Unpaid Drawing, Issuing Lender with any excess proceeds to be made available to amounts on deposit in the U.S. Borrower Credit-Linked Deposit Account or as otherwise provided in accordance with the applicable provisions of this AgreementSection 2A.04(c).

The U. S. Borrower hereby agrees to reimburse (or cause any LC Obligor for whose account a Letter of Credit was issued to reimburse) each LC Issuer, by making payment directly to such LC Issuer in immediately available funds at the payment office of such LC Issuer, for any Unpaid Drawing with respect to any Letter of Credit promptly after, and in any event on the date on which, such LC Issuer notifies the U.S. Borrower (or any such other LC Obligor for whose account such Letter of Credit was issued) of such payment or disbursement (which notice to the U.S. Borrower (or such other LC Obligor) shall be delivered reasonably promptly after any such payment or disbursement), such payment to be made in Dollars (or another Approved Currency pursuant to the proviso below), with interest on the amount so paid or disbursed by such LC Issuer, to the extent not reimbursed prior to 1:00 P.M. (local time at the payment office of the applicable LC Issuer) on the date of such payment or disbursement, from and including the date paid or disbursed to but not including the date such LC Issuer is reimbursed therefor at a rate per annum that shall be the rate then applicable to Revolving Loans pursuant to Section 2.09(a) that are Base Rate Loans or, if not reimbursed on the date of such payment or disbursement, at the Default Rate, any such interest also to be payable on demand; provided that in the case of a Letter of Credit denominated in an Approved Foreign Currency, the U.S. Borrower shall reimburse such LC Issuer in such Approved Foreign Currency, unless (A) such LC Issuer (at its option) shall have specified in its notice to the U.S. Borrower that it will require reimbursement in Dollars or (B) in the absence of any such requirement for reimbursement in Dollars, the U.S. Borrower shall have notified such LC Issuer promptly following receipt of the LC Issuer’s notice that the U.S. Borrower will reimburse the LC Issuer in Dollars, in each case of clauses (A) and (B) at the Exchange Rate in effect on the date such payment is required. If by 11:00 A.M. on the Business Day immediately following notice to it of its obligation to make reimbursement in respect of an Unpaid Drawing, the U.S. Borrower or the relevant LC Obligor has not made such reimbursement out of its available cash on hand or, in the case of the U.S. Borrower, a contemporaneous Borrowing hereunder (if such Borrowing is otherwise available to the U.S. Borrower), (x) the U.S. Borrower will in each case be deemed to have given a Notice of Borrowing for Revolving Loans that are Base Rate Loans in U.S. Dollars (in the case of any Letter of Credit denominated in an Approved Foreign Currency, at the Exchange Rate in effect on the date such payment is required) in an aggregate principal amount sufficient to reimburse such Unpaid Drawing (and the Administrative Agent shall promptly give notice to the Lenders of such deemed Notice of Borrowing), (y) the Lenders shall, unless they are legally prohibited from doing so, make the Revolving Loans contemplated by such deemed Notice of Borrowing (which Revolving Loans shall be considered made under Section 2.02), and (z) the proceeds of such Revolving Loans shall be disbursed directly to the applicable LC Issuer to the extent necessary to effect such reimbursement and repayment of the Unpaid Drawing, with any excess proceeds to be made available to the U.S. Borrower in accordance with the applicable provisions of this Agreement.

The U. S. Borrower hereby agrees to reimburse pay (i) in addition to the fees payable to the Tranche B Lenders pursuant to Section 2.20(b), to the U.S. Administrative Agent for the account of each Tranche B Lender a participation fee with respect to its participations in Tranche B Letters of Credit, which shall accrue at the rate of 2.25% per annum on the daily amount of such Tranche B Lender’s Tranche B Credit-Linked Deposit during the period from and including the Effective Date to but excluding the date on which the Administrative Agent is required to return the entire amount of such Lender’s Tranche B Credit-Linked Deposit pursuant to Section 2.08(b), 2.10(e) or cause any LC Obligor for whose account 2.11(d) and (ii) to the Issuing Bank a fronting fee, which shall accrue at the rate of 0.250% per annum on the outstanding amount of each Tranche B Letter of Credit was issued to reimburse) (including each LC Issuer, by making payment directly to such LC Issuer in immediately available funds at the payment office of such LC Issuer, for any Unpaid Drawing with respect to any Existing Letter of Credit promptly after, and in any event on the date on which, such LC Issuer notifies the U.S. Borrower (or any such other LC Obligor for whose account such that is a Tranche B Letter of Credit was issuedCredit) of such payment or disbursement (which notice to issued by the U.S. Borrower (or such other LC Obligor) shall be delivered reasonably promptly after any such payment or disbursement), such payment to be made in Dollars (or another Approved Currency pursuant to the proviso below), with interest on the amount so paid or disbursed by such LC Issuer, to the extent not reimbursed prior to 1:00 P.M. (local time at the payment office of the applicable LC Issuer) on the date of such payment or disbursement, Issuing Bank from and including the date paid or disbursed of issuance thereof to but not excluding the date of termination, expiration or drawing in full of such Tranche B Letter of Credit, as well as the Issuing Bank’s standard fees with respect to the issuance, amendment, renewal or extension of any Tranche B Letter of Credit or processing of drawings thereunder. Participation fees and fronting fees in respect of Tranche B Letters of Credit accrued through and including the date such LC Issuer is reimbursed therefor at a rate per annum that last day of March, June, September and December of each year shall be payable on the rate then applicable third Business Day following such last day, commencing on the first such date to Revolving Loans pursuant to Section 2.09(a) occur after the Effective Date; provided that are Base Rate Loans or, if not reimbursed all such fees shall be payable on the date of such payment or disbursement, at on which the Default Rate, Tranche B Credit-Linked Deposits are returned to the Tranche B Lenders and any such interest also fees accruing after the date on which the Tranche B Credit-Linked Deposits are returned to the Tranche B Lenders shall be payable on demand; provided that . Any other fees payable to the Issuing Bank pursuant to this paragraph shall be payable within 10 days after demand. All participation fees and fronting fees in respect of Tranche B Letters of Credit shall be computed on the case basis of a Letter year of Credit denominated 365 days (or 366 days in an Approved Foreign Currencya leap year), the U.S. Borrower shall reimburse such LC Issuer in such Approved Foreign Currency, unless (A) such LC Issuer (at its option) shall have specified in its notice to the U.S. Borrower that it will require reimbursement in Dollars or (B) in the absence of any such requirement for reimbursement in Dollars, the U.S. Borrower shall have notified such LC Issuer promptly following receipt of the LC Issuer’s notice that the U.S. Borrower will reimburse the LC Issuer in Dollars, and in each case of clauses (A) and (B) at the Exchange Rate in effect on the date such payment is required. If by 11:00 A.M. on the Business Day immediately following notice to it of its obligation to make reimbursement in respect of an Unpaid Drawing, the U.S. Borrower or the relevant LC Obligor has not made such reimbursement out of its available cash on hand or, in the case of the U.S. Borrower, a contemporaneous Borrowing hereunder (if such Borrowing is otherwise available to the U.S. Borrower), (x) the U.S. Borrower will in each case be deemed to have given a Notice of Borrowing for Revolving Loans that are Base Rate Loans in U.S. Dollars (in the case of any Letter of Credit denominated in an Approved Foreign Currency, at the Exchange Rate in effect on the date such payment is required) in an aggregate principal amount sufficient to reimburse such Unpaid Drawing (and the Administrative Agent shall promptly give notice to the Lenders of such deemed Notice of Borrowing), (y) the Lenders shall, unless they are legally prohibited from doing so, make the Revolving Loans contemplated by such deemed Notice of Borrowing (which Revolving Loans shall be considered made under Section 2.02payable for the actual number of days elapsed (including the first day but excluding the last day), and (z) the proceeds of such Revolving Loans shall be disbursed directly to the applicable LC Issuer to the extent necessary to effect such reimbursement and repayment of the Unpaid Drawing, with any excess proceeds to be made available to the U.S. Borrower in accordance with the applicable provisions of this Agreement.

The U. S. Borrower hereby agrees to reimburse (or cause any LC Obligor for whose account a Letter of Credit was issued to reimburse) each LC Issuer, by making payment directly to such LC Issuer pay in immediately available funds at Dollars to the payment office Issuer of such LC Issuer, for any Unpaid Drawing with respect to any Letter of Credit promptly after, and in the amount of all Reimbursement Obligations owing to such Issuer under any event on Letter of Credit issued for its account no later than the date on which, such LC Issuer notifies that is the next succeeding Business Day after the U.S. Borrower (or any receives written notice from such other LC Obligor for whose account Issuer that payment has been made under such Letter of Credit was issued) of such payment or disbursement (which notice to the U.S. Borrower (or such other LC Obligor) shall be delivered reasonably promptly after any such payment or disbursement“Reimbursement Date”), irrespective of any claim, set-off, defense or other right that any Borrower may have at any time against such Issuer or any other Person. In the event that any Issuer makes any payment to be made in Dollars (or another Approved Currency pursuant to the proviso below), with interest on the amount so paid or disbursed by such LC Issuer, to the extent not reimbursed prior to 1:00 P.M. (local time at the payment office of the applicable LC Issuer) on the date of such payment or disbursement, from and including the date paid or disbursed to but not including the date such LC Issuer is reimbursed therefor at a rate per annum that shall be the rate then applicable to Revolving Loans pursuant to Section 2.09(a) that are Base Rate Loans or, if not reimbursed on the date of such payment or disbursement, at the Default Rate, under any such interest also to be payable on demand; provided that in the case of a Letter of Credit denominated in an Approved Foreign Currency, and the U.S. Borrower shall reimburse not have repaid such LC amount to such Issuer pursuant to this clause (h) (directly or by application of the deemed Revolving Credit Loans described below in this clause (h)) or any such Approved Foreign Currency, unless (A) such LC Issuer (at its option) shall have specified in its notice to payment by the U.S. Borrower that it will require reimbursement in Dollars is rescinded or set aside for any reason, such Reimbursement Obligation shall be payable on demand with interest thereon computed (Bi) in from the absence of any date on which such requirement for reimbursement in DollarsReimbursement Obligation arose to the Reimbursement Date, the U.S. Borrower shall have notified such LC Issuer promptly following receipt of the LC Issuer’s notice that the U.S. Borrower will reimburse the LC Issuer in Dollars, in each case of clauses (A) and (B) at the Exchange Rate in effect on the date rate of interest applicable during such payment is required. If by 11:00 A.M. on the Business Day immediately following notice period to it of its obligation to make reimbursement in respect of an Unpaid Drawing, the U.S. Borrower or the relevant LC Obligor has not made such reimbursement out of its available cash on hand or, in the case of the U.S. Borrower, a contemporaneous Borrowing hereunder (if such Borrowing is otherwise available to the U.S. Borrower), (x) the U.S. Borrower will in each case be deemed to have given a Notice of Borrowing for Revolving Credit Loans that are Base Rate Loans and (ii) from the Reimbursement Date until the date of repayment in U.S. Dollars (in the case of any Letter of Credit denominated in an Approved Foreign Currencyfull, at the Exchange rate of interest applicable during such period to past due Revolving Credit Loans that are Base Rate Loans, and such Issuer shall promptly notify the Administrative Agent, which shall promptly notify each Revolving Credit Lender of such failure, and each Revolving Credit Lender shall promptly and unconditionally pay to the Administrative Agent for the account of such Issuer in effect on immediately available Dollars the date amount of such Revolving Credit Lender’s Ratable Portion of such payment is required(or the Dollar Equivalent of such payment if such payment was made in any currency other than Dollars). If the Administrative Agent so notifies such Revolving Credit Lender prior to 11:00 a.m. (New York time) on any Business Day, such Revolving Credit Lender shall make available to the Administrative Agent for the account of such Issuer its Ratable Portion of the amount of such payment on such Business Day in an aggregate immediately available funds. Upon such payment by a Revolving Credit Lender, such Revolving Credit Lender shall, except during the continuance of a Default or Event of Default under Section 7.01(i) and notwithstanding whether or not the conditions precedent set forth in Sections 4.02 and 2.01 shall have been satisfied (which conditions precedent the Revolving Credit Lenders hereby irrevocably waive), be deemed to have made a Revolving Credit Loan to the U.S. Borrower in the principal amount sufficient of such payment. Whenever any Issuer receives from the U.S. Borrower a payment of a Reimbursement Obligation as to reimburse which the Administrative Agent has received for the account of such Unpaid Drawing Issuer any payment from a Revolving Credit Lender pursuant to this clause (and h), such Issuer shall pay over to the Administrative Agent any amount received in excess of such Reimbursement Obligation and, upon receipt of such amount, the Administrative Agent shall promptly give notice pay over to each Revolving Credit Lender, in immediately available funds, an amount equal to such Revolving Credit Lender’s Ratable Portion of the Lenders amount of such deemed Notice of Borrowing)payment adjusted, (y) if necessary, to reflect the Lenders shall, unless they are legally prohibited from doing so, make respective amounts the Revolving Loans contemplated by such deemed Notice of Borrowing (which Revolving Loans shall be considered made under Section 2.02), and (z) the proceeds Credit Lenders have paid in respect of such Revolving Loans shall be disbursed directly to the applicable LC Issuer to the extent necessary to effect such reimbursement and repayment of the Unpaid Drawing, with any excess proceeds to be made available to the U.S. Borrower in accordance with the applicable provisions of this AgreementReimbursement Obligation.

The U. S. Borrower hereby agrees may by delivery to reimburse (or cause any LC Obligor for whose account the Administrative Agent of a Letter of Credit was issued to reimburse) each LC Issuer, Borrower Designation Agreement duly executed by making payment directly to such LC Issuer in immediately available funds at the payment office of such LC Issuer, for any Unpaid Drawing with respect to any Letter of Credit promptly after, and in any event on the date on which, such LC Issuer notifies the U.S. Borrower and any proposed Additional Borrower that is a Wholly-Owned Subsidiary, designate such Wholly-Owned Subsidiary, as an “Additional Borrower” for purposes of this Agreement and the Revolving Credit Facility hereunder, and, so long as such designation is reasonably acceptable to the Administrative Agent, such designation shall become effective upon (or any such other LC Obligor for whose account such Letter i) the execution and delivery to the Administrative Agent of Credit was issued(A) the aforementioned executed Borrower Designation Agreement, (B) a loan certificate of such payment or disbursement Additional Borrower, including the attachments specified in Section 6.5, (which notice C) if such Additional Borrower is not already a Guarantor, all Security Documents, guarantees and other documents and instruments as such Additional Borrower shall be required to deliver to become a Guarantor and (D) a customary legal opinion, (ii) the delivery to the U.S. Administrative Agent of all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations and (iii) the Administrative Agent receiving satisfactory tax and regulatory advice that such proposed Additional Borrower does not increase the amount of Taxes that are not indemnifiable under Section 5.4 or otherwise the applicable LoanCredit Parties shall enter into an amendment reasonably satisfactory to the Administrative Agent and Holdings in connection therewith. Notwithstanding anything in this Agreement to the contrary, (or such other LC Obligori) no Lender shall be delivered reasonably promptly after obligated to make any such payment or disbursement)Loans to any Additional Borrower, such payment to be made in Dollars (or another Approved Currency pursuant to the proviso below), with interest on the amount so paid or disbursed by such LC Issuer, ii) to the extent any Lender commits to make a Loan under the Revolving Credit Facility to such Additional Borrower, the Total Revolving Credit Commitments shall not reimbursed prior to 1:00 P.M. (local time at the payment office be increased and none of the applicable LC Issuer) on the date Revolving Credit Commitment, Tranche A Revolving Credit Commitment, Tranche B Revolving Credit Commitment and Tranche C or 2019 Revolving Credit Commitment of such payment or disbursement, from and including the date paid or disbursed to but not including the date such LC Issuer is reimbursed therefor at a rate per annum that any Lender shall be the rate then applicable to Revolving Loans pursuant to Section 2.09(a) that are Base Rate Loans or, if not reimbursed on the date of increased without such payment or disbursement, at the Default Rate, any such interest also to be payable on demand; provided that in the case of a Letter of Credit denominated in an Approved Foreign Currency, the U.S. Borrower shall reimburse such LC Issuer in such Approved Foreign Currency, unless (A) such LC Issuer (at its option) shall have specified in its notice to the U.S. Borrower that it will require reimbursement in Dollars or (B) in the absence of any such requirement for reimbursement in Dollars, the U.S. Borrower shall have notified such LC Issuer promptly following receipt of the LC IssuerLender’s notice that the U.S. Borrower will reimburse the LC Issuer in Dollars, in each case of clauses (A) and (B) at the Exchange Rate in effect on the date such payment is required. If by 11:00 A.M. on the Business Day immediately following notice to it of its obligation to make reimbursement in respect of an Unpaid Drawing, the U.S. Borrower or the relevant LC Obligor has not made such reimbursement out of its available cash on hand or, in the case of the U.S. Borrower, a contemporaneous Borrowing hereunder (if such Borrowing is otherwise available to the U.S. Borrower), (x) the U.S. Borrower will in each case be deemed to have given a Notice of Borrowing for Revolving Loans that are Base Rate Loans in U.S. Dollars (in the case of any Letter of Credit denominated in an Approved Foreign Currency, at the Exchange Rate in effect on the date such payment is required) in an aggregate principal amount sufficient to reimburse such Unpaid Drawing (and the Administrative Agent shall promptly give notice to the Lenders of such deemed Notice of Borrowing), (y) the Lenders shall, unless they are legally prohibited from doing so, make the Revolving Loans contemplated by such deemed Notice of Borrowing (which Revolving Loans shall be considered made under Section 2.02)prior written consent, and (ziii) the proceeds of such Revolving Loans shall be disbursed directly to the applicable LC Issuer to the extent necessary to effect such reimbursement and repayment of the Unpaid Drawing, with any excess proceeds to be Credit Commitments that are made available to any Additional Borrower shall not exceed the U.S. Borrower in accordance with Dollar Equivalent of an amount to be agreed by the applicable provisions of this AgreementAdministrative Agent, Holdings and the Lenders providing such commitments.

The U. S. Borrower hereby agrees to reimburse shall give the Administrative Agent prior notice (which may be written or cause any LC Obligor for whose account a Letter of Credit was issued to reimburseoral) each LC Issuer, by making payment directly to such LC Issuer in immediately available funds at the payment office of such LC Issuer, for any Unpaid Drawing with respect to any Letter of Credit promptly after, and in any event no later than (x) 12:00 Noon (Chicago time) on the date on which, such LC Issuer notifies upon which the U.S. Borrower requests that any U.S. Swing Loan be made at the Administrative Agent's Quoted Rate and (or y) 3:00 p.m. (Chicago time) on the date upon which the U.S. Borrower requests that any such other LC Obligor for whose account such Letter U.S. Swing Loan be at the Base Rate, of Credit was issued) the amount and date of such payment or disbursement (which notice U.S. Swing Loan, and the Interest Period requested therefor. Within 30 minutes after receiving such notice, the Administrative Agent shall in its discretion quote an interest rate to the U.S. Borrower (or at which the Administrative Agent would be willing to make such other LC Obligor) shall be delivered reasonably promptly after any such payment or disbursement), such payment to be made in Dollars (or another Approved Currency pursuant to the proviso below), with interest on the amount so paid or disbursed by such LC Issuer, to the extent not reimbursed prior to 1:00 P.M. (local time at the payment office of the applicable LC Issuer) on the date of such payment or disbursement, from and including the date paid or disbursed to but not including the date such LC Issuer is reimbursed therefor at a rate per annum that shall be the rate then applicable to Revolving Loans pursuant to Section 2.09(a) that are Base Rate Loans or, if not reimbursed on the date of such payment or disbursement, at the Default Rate, any such interest also to be payable on demand; provided that in the case of a Letter of Credit denominated in an Approved Foreign Currency, the U.S. Borrower shall reimburse such LC Issuer in such Approved Foreign Currency, unless (A) such LC Issuer (at its option) shall have specified in its notice Swing Loan available to the U.S. Borrower for the Interest Period so requested (the rate so quoted for a given Interest Period being herein referred to as "Administrative Agent's Quoted Rate"). The U.S. Borrower acknowledges and agrees that it will require reimbursement in Dollars or (B) in the absence of any such requirement interest rate quote is given for reimbursement in Dollars, immediate and irrevocable acceptance. If the U.S. Borrower shall have notified such LC Issuer promptly following receipt of does not so immediately accept the LC Issuer’s notice that Administrative Agent's Quoted Rate for the full amount requested by the U.S. Borrower will reimburse for such U.S. Swing Loan, the LC Issuer in Dollars, in each case of clauses (A) Administrative Agent's Quoted Rate shall be deemed immediately withdrawn and (B) such U.S. Swing Loan shall bear interest at the Exchange rate per annum determined by adding the Applicable Margin for Base Rate Loans under the U.S. Revolving Credit to the Base Rate as from time to time in effect on the date such payment is requiredeffect. If by 11:00 A.M. on the Business Day immediately following notice to it of its obligation to make reimbursement in respect of an Unpaid Drawing, the U.S. Borrower or requests that a U.S. Swing Loan at the relevant LC Obligor has not made Base Rate, such reimbursement out of its available cash on hand or, in U.S. Swing Loan shall bear interest at the case of rate per annum determined by adding the U.S. Borrower, a contemporaneous Borrowing hereunder (if such Borrowing is otherwise available to the U.S. Borrower), (x) the U.S. Borrower will in each case be deemed to have given a Notice of Borrowing Applicable Margin for Revolving Loans that are Base Rate Loans in under the U.S. Dollars (in the case of any Letter of Revolving Credit denominated in an Approved Foreign Currency, at the Exchange Rate in effect on the date such payment is required) in an aggregate principal amount sufficient to reimburse such Unpaid Drawing (and the Administrative Agent shall promptly give notice to the Lenders of such deemed Notice of Borrowing)Base Rate as from time to time in effect. Subject to the terms and conditions hereof, (y) the Lenders shall, unless they are legally prohibited from doing so, make the Revolving Loans contemplated by such deemed Notice of Borrowing (which Revolving Loans shall be considered made under Section 2.02), and (z) the proceeds of such Revolving Loans U.S. Swing Loan shall be disbursed directly to the applicable LC Issuer to the extent necessary to effect such reimbursement and repayment of the Unpaid Drawing, with any excess proceeds to be made available to the U.S. Borrower on the date so requested at the offices of the Administrative Agent in accordance with Chicago, Illinois. Anything contained in the applicable provisions foregoing to the contrary notwithstanding (i) the obligation of the Administrative Agent to make U.S. Swing Loans shall be subject to all of the terms and conditions of this AgreementAgreement and (ii) the Administrative Agent shall not be obligated to make more than one U.S. Swing Loan during any one day.

The U. S. Borrower hereby agrees to reimburse (or cause pay to any LC Obligor for whose account a Letter Issuer the amount of Credit was issued to reimburse) each LC Issuer, by making payment directly all Reimbursement Obligations owing to such LC Issuer in immediately available funds at the payment office of such LC Issuer, for any Unpaid Drawing with respect to under any Letter of Credit promptly after, and in any event on no later than the date on which, such LC Issuer notifies that is the next succeeding Business Day after the U.S. Borrower (or any receives written notice from such other LC Obligor for whose account Issuer that payment has been made under such Letter of Credit was issued) (the "Reimbursement Date"), irrespective of such payment any claim, set-off, defense or disbursement (which notice to other right that the U.S. Borrower (may have at any time against such Issuer or any other Person. In the event that such other LC Obligor) shall be delivered reasonably promptly after Issuer makes any such payment or disbursement), such payment to be made in Dollars (or another Approved Currency pursuant to the proviso below), with interest on the amount so paid or disbursed by such LC Issuer, to the extent not reimbursed prior to 1:00 P.M. (local time at the payment office of the applicable LC Issuer) on the date of such payment or disbursement, from and including the date paid or disbursed to but not including the date such LC Issuer is reimbursed therefor at a rate per annum that shall be the rate then applicable to Revolving Loans pursuant to Section 2.09(a) that are Base Rate Loans or, if not reimbursed on the date of such payment or disbursement, at the Default Rate, under any such interest also to be payable on demand; provided that in the case of a Letter of Credit denominated in an Approved Foreign Currencythen, the U.S. Borrower shall reimburse until such LC Issuer in such Approved Foreign Currency, unless (A) such LC Issuer (at its option) shall have specified in its notice to the U.S. Borrower that it will require reimbursement in Dollars or (B) in the absence of any such requirement for reimbursement in Dollars, time as the U.S. Borrower shall have notified repaid such LC amount to such Issuer promptly following receipt of the LC Issuer’s notice that pursuant to this clause (h) or any such payment by the U.S. Borrower will reimburse is rescinded or set aside for any reason, such Reimbursement Obligation shall be payable on demand (except for the LC one Business Day grace period referred to above) with interest thereon computed (i) from the date on which such Reimbursement Obligation arose to the Reimbursement Date, at the rate of interest applicable during such period to Base Rate Loans that are Dollar Revolving Loans and (ii) from the Reimbursement Date until the date of repayment in full, at the rate of interest applicable during such period to past due Base Rate Loans that are Dollar Revolving Loans, and such Issuer shall promptly notify the Administrative Agent, which shall promptly notify each Dollar Revolving Lender of such failure, and each Dollar Revolving Lender shall promptly and unconditionally pay to the Administrative Agent for the account of such Issuer the amount of such Dollar Revolving Lender's Ratable Portion of such payment in immediately available funds in Dollars, in each case of clauses (A) and (B) at the Exchange Rate in effect on the date such payment is required. If by the Administrative Agent so notifies such Dollar Revolving Lender prior to 11:00 A.M. a.m. (New York time) on the any Business Day immediately following notice to it of its obligation to Day, such Dollar Revolving Lender shall make reimbursement in respect of an Unpaid Drawing, the U.S. Borrower or the relevant LC Obligor has not made such reimbursement out of its available cash on hand or, in the case of the U.S. Borrower, a contemporaneous Borrowing hereunder (if such Borrowing is otherwise available to the U.S. BorrowerAdministrative Agent for the account of such Issuer such Dollar Revolving Lender's Ratable Portion of the amount of such payment on such Business Day in immediately available funds. Upon such payment by a Dollar Revolving Lender, such Dollar Revolving Lender shall, except on the CAM Exchange Date, whether or not the conditions precedent set forth in Section 3.2 (Conditions Precedent to Each Loan and Letter of Credit) shall have been satisfied (which conditions precedent the Dollar Revolving Lenders hereby irrevocably waive), (x) the U.S. Borrower will in each case be deemed to have given made a Notice of Borrowing for Revolving Loans that are Base Rate Loans in Loan that is a Dollar Revolving Loan to the U.S. Dollars (Borrower in the case of any Letter of Credit denominated in an Approved Foreign Currency, at the Exchange Rate in effect on the date such payment is required) in an aggregate principal amount sufficient of such payment. Whenever any such Issuer receives from the U.S. Borrower (whether directly or indirectly through the Administrative Agent) a payment of a Reimbursement Obligation as to reimburse which the Administrative Agent has received for the account of such Unpaid Drawing Issuer any payment from a Dollar Revolving Lender pursuant to this clause (and h), such Issuer shall, subject to Section 9.5 (Collection Allocation Mechanism), pay over to the Administrative Agent any amount received in excess of such Reimbursement Obligation and, upon receipt of such amount, the Administrative Agent shall promptly give notice pay over to each Dollar Revolving Lender, in immediately available funds, an amount equal to such Dollar Revolving Lender's Ratable Portion of the Lenders amount of such deemed Notice of Borrowing)payment adjusted, (y) if necessary, to reflect the respective amounts all Dollar Revolving Lenders shall, unless they are legally prohibited from doing so, make the Revolving Loans contemplated by such deemed Notice of Borrowing (which Revolving Loans shall be considered made under Section 2.02), and (z) the proceeds have paid in respect of such Revolving Loans shall be disbursed directly to the applicable LC Issuer to the extent necessary to effect such reimbursement and repayment of the Unpaid Drawing, with any excess proceeds to be made available to the U.S. Borrower in accordance with the applicable provisions of this AgreementReimbursement Obligation.

The U. S. Borrower hereby agrees may by delivery to reimburse (or cause any LC Obligor for whose account the Administrative Agent of a Letter of Credit was issued to reimburse) each LC Issuer, Borrower Designation Agreement duly executed by making payment directly to such LC Issuer in immediately available funds at the payment office of such LC Issuer, for any Unpaid Drawing with respect to any Letter of Credit promptly after, and in any event on the date on which, such LC Issuer notifies the U.S. Borrower and any proposed Additional Borrower that is a wholly-owned Subsidiary, designate such wholly-owned Subsidiary, as an “Additional Borrower” for purposes of this Agreement and the Revolving Credit Facility hereunder, and, so long as such designation is reasonably acceptable to the Administrative Agent, such designation shall become effective upon (or any such other LC Obligor for whose account such Letter i) the execution and delivery to the Administrative Agent of Credit was issued(A) the aforementioned executed Borrower Designation Agreement, (B) a loan certificate of such payment or disbursement Additional Borrower, including attachments consistent with those referenced in Exhibit F, (which notice C) if such Additional Borrower is not already a Guarantor, all Security Documents, guarantees and other documents and instruments as such Additional Borrower shall be required to deliver to become a Guarantor and (D) a customary legal opinion, (ii) the delivery to the U.S. Administrative Agent of all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations and (iii) the Administrative Agent receiving satisfactory tax and regulatory advice that such proposed Additional Borrower does not increase the amount of Taxes that are not indemnifiable under Section 5.4 or otherwise the applicable Credit Parties shall enter into an amendment reasonably satisfactory to the Administrative Agent and Holdings in connection therewith. Notwithstanding anything in this Agreement to the contrary, (or such other LC ObligorI) no Lender shall be delivered reasonably promptly after obligated to make any such payment or disbursement)Loans to any Additional Borrower, such payment to be made in Dollars (or another Approved Currency pursuant to the proviso below), with interest on the amount so paid or disbursed by such LC Issuer, II) to the extent any Lender commits to make a Loan under the Revolving Credit Facility to such Additional Borrower, the Total Revolving Credit Commitments shall not reimbursed prior to 1:00 P.M. (local time at the payment office be increased and none of the applicable LC Issuer) on the date Revolving Credit Commitment or 20192023 Revolving Credit Commitment of such payment or disbursement, from and including the date paid or disbursed to but not including the date such LC Issuer is reimbursed therefor at a rate per annum that any Lender shall be the rate then applicable to Revolving Loans pursuant to Section 2.09(a) that are Base Rate Loans or, if not reimbursed on the date of increased without such payment or disbursement, at the Default Rate, any such interest also to be payable on demand; provided that in the case of a Letter of Credit denominated in an Approved Foreign Currency, the U.S. Borrower shall reimburse such LC Issuer in such Approved Foreign Currency, unless (A) such LC Issuer (at its option) shall have specified in its notice to the U.S. Borrower that it will require reimbursement in Dollars or (B) in the absence of any such requirement for reimbursement in Dollars, the U.S. Borrower shall have notified such LC Issuer promptly following receipt of the LC IssuerLender’s notice that the U.S. Borrower will reimburse the LC Issuer in Dollars, in each case of clauses (A) and (B) at the Exchange Rate in effect on the date such payment is required. If by 11:00 A.M. on the Business Day immediately following notice to it of its obligation to make reimbursement in respect of an Unpaid Drawing, the U.S. Borrower or the relevant LC Obligor has not made such reimbursement out of its available cash on hand or, in the case of the U.S. Borrower, a contemporaneous Borrowing hereunder (if such Borrowing is otherwise available to the U.S. Borrower), (x) the U.S. Borrower will in each case be deemed to have given a Notice of Borrowing for Revolving Loans that are Base Rate Loans in U.S. Dollars (in the case of any Letter of Credit denominated in an Approved Foreign Currency, at the Exchange Rate in effect on the date such payment is required) in an aggregate principal amount sufficient to reimburse such Unpaid Drawing (and the Administrative Agent shall promptly give notice to the Lenders of such deemed Notice of Borrowing), (y) the Lenders shall, unless they are legally prohibited from doing so, make the Revolving Loans contemplated by such deemed Notice of Borrowing (which Revolving Loans shall be considered made under Section 2.02)prior written consent, and (zIII) the proceeds of such Revolving Loans shall be disbursed directly to the applicable LC Issuer to the extent necessary to effect such reimbursement and repayment of the Unpaid Drawing, with any excess proceeds to be Credit Commitments that are made available to any Additional Borrower shall not exceed the U.S. Borrower in accordance with Dollar Equivalent of an amount to be agreed by the applicable provisions of this AgreementAdministrative Agent, Holdings and the Lenders providing such commitments.

The U. S. Borrower hereby agrees (in the case of U.S. Borrower Letters of Credit), and the European Borrower hereby agrees (in the case of European Borrower Letters of Credit), to reimburse (or cause any LC Obligor for whose account a Letter of Credit was issued to reimburse) each LC Issuerthe respective Issuing Lender, by making payment directly in Dollars (in the case of all Dollar Denominated Letters of Credit or, after a Sharing Event, all Letters of Credit) or Euros (in the case of Euro Denominated Letters of Credit at any time prior to such LC Issuer a Sharing Event) to the Administrative Agent in immediately available funds at the Payment Office (or by making the payment office of directly to such LC IssuerIssuing Lender at such location as may otherwise have been agreed upon by the respective Account Party and such Issuing Lender), for any Unpaid Drawing with respect to payment or disbursement (in the case of any such payment or disbursement under any Euro Denominated Letter of Credit which is unpaid on the date of the occurrence of a Sharing Event, or which payments or disbursements are made thereafter, taking the Dollar Equivalent of the amount of the respective payment or disbursement made in Euros as such Dollar Equivalent is determined on the first date upon which the respective Sharing Event occurs or, if later, the date upon which the respective payment or disbursement is made) made by such Issuing Lender under any Letter of Credit promptly afterissued by it (each such amount so paid until reimbursed, and in any event on an "Unpaid Drawing"), not later than the date on which, such LC Issuer third Business Day after the Administrative Agent or the Issuing Lender notifies the U.S. respective Borrower (or any such other LC Obligor for whose account such Letter of Credit was issued) of such payment or disbursement (which notice to the U.S. Borrower (or such other LC Obligor) shall be delivered reasonably promptly after any such payment or disbursement), such payment to be made in Dollars (or another Approved Currency pursuant to the proviso below), with interest on the amount so paid or disbursed by such LC IssuerIssuing Lender, to the extent not reimbursed prior to 1:00 P.M. (local time at the payment office of the applicable LC Issuer) New York time), on the date of such payment or disbursement, from and including the date paid or disbursed to but not including excluding the date such LC Issuer Issuing Lender is reimbursed by the U.S. Borrower or the European Borrower, as the case may be, therefor at a rate per annum that which shall be (x) in the rate then applicable case of Dollar Denominated Letters of Credit and other amounts owing in Dollars after the occurrence of a Sharing Event, the Base Rate in effect from time to time plus the Applicable Margin for Multicurrency Facility Revolving Loans pursuant to Section 2.09(a) that are maintained as Base Rate Loans, as in effect from time to time and (y) in the case of Euro Denominated Letters of Credit for periods occurring prior to the occurrence of a Sharing Event, the Overnight Euro Rate in effect from time to time plus the Applicable Margin for Euro Denominated Revolving Loans oras in effect from time to time plus any Mandatory Costs, if provided, however, to the extent such amounts are not reimbursed prior to 1:00 P.M. (New York time) on the date third Business Day following notice to the respective Account Party by the Administrative Agent or the respective Issuing Lender of such payment or disbursement, interest shall thereafter accrue on the amounts so paid or disbursed by such Issuing Lender (and until reimbursed by the respective Account Party) at a rate per annum which shall be (x) in the Default Ratecase of Dollar Denominated Letters of Credit and other amounts owing in Dollars after the occurrence of a Sharing Event, the Base Rate in effect from time to time plus the Applicable Margin for Multicurrency Facility Revolving Loans maintained as Base Rate Loans, as in effect from time to time plus 2% and (y) in the case of Euro Denominated Letters of Credit for periods occurring prior to the occurrence of a Sharing Event, the Overnight Euro Rate in effect from time to time plus the Applicable Margin for Euro Denominated Revolving Loans as in effect from time to time plus any Mandatory Costs plus 2%, in each such case, with interest also to be payable on demand; , provided further, that it is understood and agreed, however, that the notices referred to above in this clause (a) and in the case immediately preceding proviso shall not be required to be given if a Default or an Event of a Letter of Credit denominated in an Approved Foreign Currency, the U.S. Borrower shall reimburse such LC Issuer in such Approved Foreign Currency, unless (A) such LC Issuer (at its option) Default under Section 10.05 shall have specified occurred and be continuing (in its which case the Unpaid Drawings shall be due and payable immediately without presentment, demand, protest or notice to of any kind (all of which are hereby waived by each Credit Party) and shall bear interest at the U.S. Borrower that it will require reimbursement in Dollars or (B) rate provided in the absence of any such requirement for reimbursement in Dollars, foregoing proviso on and after the U.S. Borrower shall have notified such LC Issuer promptly following receipt of the LC Issuer’s notice that the U.S. Borrower will reimburse the LC Issuer in Dollars, in each case of clauses (A) and (B) at the Exchange Rate in effect on the date such payment is required. If by 11:00 A.M. on the third Business Day immediately following the respective Drawing). The respective Issuing Lender shall give the respective Account Party prompt notice to it of its obligation to make reimbursement in respect of an Unpaid Drawing, the U.S. Borrower or the relevant LC Obligor has not made such reimbursement out of its available cash on hand or, in the case of the U.S. Borrower, a contemporaneous Borrowing hereunder (if such Borrowing is otherwise available to the U.S. Borrower), (x) the U.S. Borrower will in each case be deemed to have given a Notice of Borrowing for Revolving Loans that are Base Rate Loans in U.S. Dollars (in the case of Drawing under any Letter of Credit denominated Credit, provided that the failure to give, or any delay in an Approved Foreign Currencygiving, at any such notice shall in no way affect, impair or diminish the Exchange Rate in effect on the date such payment is required) in an aggregate principal amount sufficient to reimburse such Unpaid Drawing (and the Administrative Agent shall promptly give notice to the Lenders of such deemed Notice of Borrowing), (y) the Lenders shall, unless they are legally prohibited from doing so, make the Revolving Loans contemplated by such deemed Notice of Borrowing (which Revolving Loans shall be considered made respective Account Party's obligations under Section 2.02), and (z) the proceeds of such Revolving Loans shall be disbursed directly to the applicable LC Issuer to the extent necessary to effect such reimbursement and repayment of the Unpaid Drawing, with any excess proceeds to be made available to the U.S. Borrower in accordance with the applicable provisions of this Agreement.

The U. S. Borrower hereby agrees to reimburse (or cause any LC Obligor for whose account a Letter of Credit was issued to reimburse) each LC Issuermay, by making payment directly to such LC Issuer in immediately available funds at the payment office of such LC Issuer, for any Unpaid Drawing with respect to any Letter of Credit promptly after, and in any event on the date on which, such LC Issuer notifies the U.S. Borrower (or any such other LC Obligor for whose account such Letter of Credit was issued) of such payment or disbursement (which notice to the U.S. Borrower Administrative Agent (or which shall promptly notify the Lenders) not less than 40 days and not more than 60 days prior to each of the first and second anniversaries of the Effective Date (each anniversary, an “Anniversary Date”), request that each Lender extend such other LC ObligorLender’s Termination Date to the date (the “New Termination Date”) that is one year after the then Final Termination Date; provided that the representations and warranties contained in Article V (Representations and Warranties) shall be delivered reasonably promptly after correct in all material respects (except any such payment or disbursement)representations and warranties that are qualified by materiality, such payment to which shall be made true and correct in Dollars (or another Approved Currency pursuant to the proviso below), with interest on the amount so paid or disbursed by such LC Issuer, to the extent not reimbursed prior to 1:00 P.M. (local time at the payment office all respects) as of the applicable LC Issuer) on the date of such payment request, as though made on and as of such date, other than any such representations or disbursementwarranties that, from by their terms, refer to a different date, which shall be true and including correct as of such earlier date. Each Lender, acting in its sole discretion, shall, by written notice to the Administrative Agent given no later than the date paid or disbursed (the “Consent Date”) that is 20 days prior to but the relevant Anniversary Date (provided that, if such date is not including a Business Day, the date such LC Issuer is reimbursed therefor at a rate per annum that Consent Date shall be the rate then applicable next succeeding Business Day), advise the Administrative Agent as to: (i) whether or not such Lender agrees to Revolving Loans pursuant such extension of its Termination Date (each Lender so agreeing to Section 2.09(asuch extension being an “Extending Lender”); and (ii) that are Base Rate Loans oronly if such Lender is an Extending Lender, whether or not such Lender also irrevocably offers to increase the amount of its Commitment (each Lender so offering to increase its Commitment being an “Increasing Lender” as well as an Extending Lender) and, if so, the amount of the additional Commitment such Lender so irrevocably offers to assume hereunder (such Lender’s “Proposed Additional Commitment”). Each Lender that determines not reimbursed on to extend its Termination Date (a “Non-Extending Lender”) shall notify the date Administrative Agent (which shall notify the Lenders) of such payment fact promptly after such determination but in any event no later than the Consent Date, and any Lender that does not advise the Administrative Agent in writing on or disbursement, at before the Default Rate, any such interest also Consent Date shall be deemed to be payable on demand; provided that in the case of a Letter of Credit denominated in an Approved Foreign Currency, Non-Extending Lender and (without limiting the U.S. Borrower shall reimburse such LC Issuer in such Approved Foreign Currency, unless (A) such LC Issuer (at its optionBorrower’s rights under Section 2.15(c)) shall have specified in its notice to the U.S. Borrower that it will require reimbursement in Dollars or (B) in the absence of any such requirement for reimbursement in Dollars, the U.S. Borrower shall have notified such LC Issuer promptly following receipt of the LC Issuer’s notice that the U.S. Borrower will reimburse the LC Issuer in Dollars, in each case of clauses (A) and (B) at the Exchange Rate in effect on the date such payment is required. If by 11:00 A.M. on the Business Day immediately following notice to it of its obligation to make reimbursement in respect of an Unpaid Drawing, the U.S. Borrower or the relevant LC Obligor has not made such reimbursement out of its available cash on hand or, in the case of the U.S. Borrower, a contemporaneous Borrowing hereunder (if such Borrowing is otherwise available to the U.S. Borrower), (x) the U.S. Borrower will in each case be deemed to have given a Notice of Borrowing for Revolving Loans that are Base Rate Loans in U.S. Dollars (in the case of any Letter of Credit denominated in an Approved Foreign Currency, at the Exchange Rate in effect on the date such payment is required) in an aggregate principal amount sufficient to reimburse such Unpaid Drawing (and the Administrative Agent shall promptly give notice to the Lenders of such deemed Notice of Borrowing), (y) the Lenders shall, unless they are legally prohibited from doing so, make the Revolving Loans contemplated by such deemed Notice of Borrowing (which Revolving Loans shall be considered made under Section 2.02), and (z) the proceeds of such Revolving Loans shall be disbursed directly to the applicable LC Issuer to the extent necessary to effect such reimbursement and repayment of the Unpaid Drawing, with any excess proceeds to be made available no liability to the U.S. Borrower in accordance with connection therewith. The election of any Lender FIFTH AMENDED AND RESTATED CREDIT AGREEMENT FMC CORPORATION 54 to agree to such extension shall not obligate any other Lender to so agree. The Administrative Agent shall notify the applicable provisions U.S. Borrower of each Lender’s determination under this Agreement.Section 2.15(a) no later than the date 15 days prior to the relevant Anniversary Date (or, if such date is not a Business Day, on the next preceding Business Day). (b) (i) If all of the Lenders are Extending Lenders, then, effective as of the Consent Date, the Termination Date of each Lender shall be extended to the New Termination Date, and the respective Commitments of the Lenders will not be subject to change at such Consent Date pursuant to this Section 2.15. (ii) If and only if the sum of (x) the aggregate amount of the Commitments of the Extending Lenders plus (y) the aggregate amount of the Proposed Additional Commitments of the Increasing Lenders (such sum, the “Extending Commitments”) shall be equal to at least 50% of the then Total Commitments, then: (A) effective as of the Consent Date, the Termination Date of each Extending Lender shall be extended to the New Termination Date; (B)

The U. S. Borrower hereby agrees to reimburse (or cause shall notify the Administrative Agent in writing of any LC Obligor for whose account a Letter mandatory prepayment of Credit was issued to reimburse) each LC Issuer, by making payment directly to such LC Issuer in immediately available funds at the payment office of such LC Issuer, for any Unpaid Drawing with respect to any Letter of Credit promptly after, and in any event on the date on which, such LC Issuer notifies the U.S. Borrower (or any such other LC Obligor for whose account such Letter of Credit was issued) of such payment or disbursement (which notice to the U.S. Borrower (or such other LC Obligor) shall be delivered reasonably promptly after any such payment or disbursement), such payment Term Loans required to be made in Dollars (or another Approved Currency pursuant to the proviso below), with interest on the amount so paid or disbursed by such LC Issuer, to the extent not reimbursed Section 2.08(b)(i) at least five (5) Business Days prior to 1:00 P.M. (local time at the payment office of the applicable LC Issuer) on the date of such payment or disbursement, from and including the date paid or disbursed to but not including the date prepayment. Each such LC Issuer is reimbursed therefor at a rate per annum that notice shall be the rate then applicable to Revolving Loans pursuant to Section 2.09(a) that are Base Rate Loans or, if not reimbursed on specify the date of such payment prepayment and provide a reasonably detailed calculation of the amount of such prepayment. The Administrative Agent will promptly notify each Term Lender of the contents of any such prepayment notice and of such Term Lender’s ratable portion of such prepayment (based on such Lender’s Applicable Percentage of each relevant Tranche of the Term Loans). Any Term Lender (a “Declining Term Lender,” and any Term Lender which is not a Declining Term Lender, an “Accepting Term Lender”) may elect, by delivering written notice to the Administrative Agent and the U.S. Borrower no later than 5:00 p.m. one (1) Business Day after the date of such Term Lender’s receipt of notice from the Administrative Agent regarding such prepayment, that the full amount of any mandatory prepayment otherwise required to be made with respect to the Term Loans held by such Term Lender pursuant to Section 2.08(b)(i) not be made (the aggregate amount of such prepayments declined by the Declining Term Lenders, the “Declined Prepayment Amount”). If a Term Lender fails to deliver notice setting forth such rejection of a prepayment to the Administrative Agent within the time frame specified above or disbursement, at such notice fails to specify the Default Rateprincipal amount of the Term Loans to be rejected, any such interest also to failure will be payable on demand; provided deemed an acceptance of the total amount of such mandatory prepayment of Term Loans. In the event that in the case of a Letter of Credit denominated in an Approved Foreign CurrencyDeclined Prepayment Amount is greater than $0, the U.S. Borrower shall reimburse Administrative Agent will promptly notify each Accepting Term Lender of the amount of such LC Issuer in such Approved Foreign Currency, unless (A) such LC Issuer (at its option) shall have specified in its notice to the U.S. Borrower that it will require reimbursement in Dollars or (B) in the absence Declined Prepayment Amount and of any such requirement for reimbursement in Dollars, the U.S. Borrower shall have notified Accepting Term Lender’s ratable portion of such LC Issuer promptly following receipt of the LC IssuerDeclined Prepayment Amount (based on such Lender’s notice that the U.S. Borrower will reimburse the LC Issuer in Dollars, in each case of clauses (A) and (B) at the Exchange Rate in effect on the date such payment is required. If by 11:00 A.M. on the Business Day immediately following notice to it of its obligation to make reimbursement Applicable Percentage in respect of an Unpaid Drawingthe Term Loans (excluding the Applicable Percentage of Declining Term Lenders), as applicable). Any such Accepting Term Lender may elect, by delivering, no later than 5:00 p.m. one (1) Business Day after the U.S. Borrower or date of such Accepting Term Lender’s receipt of notice from the relevant LC Obligor has Administrative Agent regarding such additional prepayment, a written notice, that such Accepting Term Lender’s ratable portion of such Declined Prepayment Amount not made be applied to repay such reimbursement out of its available cash on hand orAccepting Term Lender’s Term Loans, in which case the case portion of such Declined Prepayment Amount which would otherwise have been applied to such Term Loans of the Declining Term Lenders shall instead be retained by the U.S. Borrower, a contemporaneous Borrowing hereunder . Each Term Lender’s ratable portion of such Declined Prepayment Amount (if such Borrowing is otherwise available unless declined by the respective Term Lender as described in the preceding sentence) shall be applied to the U.S. Borrower)respective Term Loans of such Lenders. For the avoidance of doubt, (x) the U.S. Borrower will in each case be deemed to have given a Notice of Borrowing for Revolving Loans that are Base Rate Loans in U.S. Dollars (in the case of any Letter of Credit denominated in an Approved Foreign CurrencyBorrowers may, at the Exchange Rate in effect on the date such payment is required) in an aggregate principal amount sufficient to reimburse such Unpaid Drawing (and the Administrative Agent shall promptly give notice to the Lenders of such deemed Notice of Borrowing)their option, (y) the Lenders shall, unless they are legally prohibited from doing so, make the Revolving Loans contemplated by such deemed Notice of Borrowing (which Revolving Loans shall be considered made under Section 2.02), and (z) the proceeds of such Revolving Loans shall be disbursed directly to the applicable LC Issuer to the extent necessary to effect such reimbursement and repayment of the Unpaid Drawing, with apply any excess proceeds to be made available to the U.S. Borrower amounts retained in accordance with the applicable provisions of this Agreementimmediately preceding sentence to prepay loans in accordance with Section 2.08(a) above.

The U. S. Borrower hereby agrees to reimburse (or cause any LC Obligor for whose account a Letter Alternate Operating Lender shall not make an Accommodation under the U.S. Alternate Operating Facility after it has received written notice from the Administrative Agent that an Event of Credit was issued to reimburse) each LC Issuer, by making payment directly to such LC Issuer in immediately available funds at the payment office Default has occurred and is continuing. Upon receipt of such LC Issuernotice, the U.S. Alternate Operating Lender shall advise the Administrative Agent of the amount of Accommodations Outstanding under the U.S. Alternate Operating Facility. In such event (i) the U.S. Operating Commitment of the Foreign Lenders under the U.S. Operating Facility shall be deemed to have been increased by the amount of the Accommodations Outstanding under the U.S. Alternate Operating Facility, (ii) the U.S. Alternate Operating Lender's U.S. Operating Commitment shall be deemed to have been increased by the amount of the Accommodation Outstanding under the U.S. Alternate Operating Facility; (iii) the amount of the U.S. Alternate Operating Commitment shall be reduced to zero, and (iv) a Borrowing of Advances under the U.S. Operating Facility (each such Borrowing, a "U.S. MANDATORY BORROWING") shall be made on the next Business Day by all Foreign Lenders with U.S. Operating Commitments so that immediately after such U.S. Mandatory Borrowing, each Foreign Lender shall share rateably in the Accommodations Outstanding under the U.S. Operating Facility (based on their respective Lender's U.S. Operating Commitments after giving effect to the deemed increases referred to in (i) and (ii)) and the proceeds thereof shall be applied directly by the Administrative Agent to repay the Accommodations Outstanding under the U.S. Alternate Operating Facility. Each relevant Foreign Lender shall make Advances pursuant to a U.S. Mandatory Borrowing in the amount and in the manner specified in writing by the Administrative Agent notwithstanding (v) that the amount of the U.S. Mandatory Borrowing may not comply with the minimum amount of Borrowings otherwise required under this Agreement, (vi) that the conditions precedent specified in Article 6 are not satisfied, (vii) the date of the U.S. Mandatory Borrowing, and (viii) any reduction in the U.S. Operating Commitment after any Advances under the U.S. Alternate Operating Commitment were made. If any U.S. Mandatory Borrowing cannot for any Unpaid Drawing with respect to any Letter of Credit promptly after, and in any event reason be made on the date on whichrequired above or the applicable Foreign Lenders for any reason would not at such time share rateably in the aggregate amount of the Accommodations Outstanding under the U.S. Alternate Operating Facility and the U.S. Operating Facility, each Foreign Lender with a U.S. Operating Commitment hereby agrees that it shall forthwith purchase from the U.S. Alternate Operating Lender, and each other Foreign Lender with a U.S. Operating Commitment, such LC Issuer notifies participations in the Advances outstanding under the U.S. Borrower (or any Operating Facility as shall be necessary to cause such other LC Obligor for whose account Foreign Lender to share in such Letter Advances rateably, based upon the proportion which each 45 -44- such Lender's U.S. Operating Commitment at the date of Credit was issued) of such payment or disbursement (which notice the U.S. Mandatory Borrowing bears to the U.S. Borrower (or such other LC Obligor) shall be delivered reasonably promptly after any such payment or disbursement), such payment to be made in Dollars (or another Approved Currency pursuant to the proviso below), with interest on the aggregate amount so paid or disbursed by such LC Issuer, to the extent not reimbursed prior to 1:00 P.M. (local time at the payment office of the applicable LC Issuer) U.S. Operating Commitment and the U.S. Alternate Operating Commitment on the date of such payment or disbursement, from and including the date paid or disbursed to but not including the date such LC Issuer is reimbursed therefor at a rate per annum that shall be the rate then applicable to Revolving Loans pursuant to Section 2.09(a) that are Base Rate Loans or, if not reimbursed on the date of such payment or disbursement, at the Default Rate, any such interest also to be payable on demand; provided that in the case of a Letter of Credit denominated in an Approved Foreign Currency, the U.S. Borrower shall reimburse such LC Issuer in such Approved Foreign Currency, unless (A) such LC Issuer (at its option) shall have specified in its notice to the U.S. Borrower that it will require reimbursement in Dollars or (B) in the absence of any such requirement for reimbursement in Dollars, the U.S. Borrower shall have notified such LC Issuer promptly following receipt of the LC Issuer’s notice that the U.S. Borrower will reimburse the LC Issuer in Dollars, in each case of clauses (A) and (B) at the Exchange Rate in effect on the date such payment is required. If by 11:00 A.M. on the Business Day immediately following notice to it of its obligation to make reimbursement in respect of an Unpaid Drawing, the U.S. Borrower or the relevant LC Obligor has not made such reimbursement out of its available cash on hand or, in the case of the U.S. Borrower, a contemporaneous Borrowing hereunder (if such Borrowing is otherwise available to the U.S. Borrower), (x) the U.S. Borrower will in each case be deemed to have given a Notice of Borrowing for Revolving Loans that are Base Rate Loans in U.S. Dollars (in the case of any Letter of Credit denominated in an Approved Foreign Currency, at the Exchange Rate in effect on the date such payment is required) in an aggregate principal amount sufficient to reimburse such Unpaid Drawing (and the Administrative Agent shall promptly give notice to the Lenders of such deemed Notice of Mandatory Borrowing), (y) the Lenders shall, unless they are legally prohibited from doing so, make the Revolving Loans contemplated by such deemed Notice of Borrowing (which Revolving Loans shall be considered made under Section 2.02), and (z) the proceeds of such Revolving Loans shall be disbursed directly to the applicable LC Issuer to the extent necessary to effect such reimbursement and repayment of the Unpaid Drawing, with any excess proceeds to be made available to the U.S. Borrower in accordance with the applicable provisions of this Agreement.