Common use of Reimbursement Obligation of the Borrowers Clause in Contracts

Reimbursement Obligation of the Borrowers. If any draft is paid under any Letter of Credit, the applicable Borrower shall reimburse the Applicable Issuing Party for the amount of (a) the draft so paid and (b) any taxes, fees, charges or other costs or expenses incurred by such Applicable Issuing Party in connection with such payment, not later than 12:00 Noon, New York City time, on (i) the Business Day that such Borrower receives notice of such draft, if such notice is received on such day prior to 10:00 A.M., New York City time, or (ii) if clause (i) above does not apply, the Business Day immediately following the day that such Borrower receives such notice. Each such payment under a Letter of Credit denominated in Dollars shall be made to the Applicable Issuing Party at its address for notices specified herein (or as otherwise specified) in Dollars in immediately available funds. Each such payment under a Letter of Credit denominated in Pounds Sterling shall be made to the Applicable Issuing Party at its address for notices specified herein (or as otherwise specified) in Pounds Sterling in immediately available funds. Interest shall be payable on any such amounts from the date on which the relevant draft is paid until payment in full at the rate set forth in (x) until the Business Day next succeeding the date of the relevant notice, Section 2.8(b) and (y) thereafter, Section 2.8(c). In the case of payments made under this Section 3.5 in respect of Several Letters of Credit, the L/C Administrator shall distribute such payments to the applicable Lenders promptly upon receipt in like funds as received.

Reimbursement Obligation of the Borrowers. If any draft is paid under any Letter of Credit, the applicable U.S. Borrower shall reimburse the Applicable Issuing Party Lender for the amount of (a) the amount of the draft so paid (in Canadian Dollars if such draft was paid in Canadian Dollars, and otherwise in Dollars based on the Dollar Equivalent of the amount so paid) and (b) the Dollar Equivalent of any taxes, fees, charges or other costs or expenses incurred by such Applicable the Issuing Party Lender in connection with such payment, not later than 12:00 Noon, New York City time, on (i) the Business Day that such the U.S. Borrower receives notice of such draft, if such notice is received on such day prior to 10:00 A.M., New York City time, or (ii) if clause (i) above does not apply, the Business Day immediately following the day that such the U.S. Borrower receives such notice. Each such payment under a Letter of Credit denominated in Dollars shall be made to the Applicable Administrative Agent, for the account of the Issuing Party Lender, at its address for notices specified herein the Funding Office in the applicable currency (or as otherwise specified) in Dollars in immediately available funds. Each such payment under a Letter of Credit denominated in Pounds Sterling which shall be made to the Applicable Issuing Party at its address for notices specified herein (Dollars or as otherwise specifiedCanadian Dollars) in Pounds Sterling and in immediately available funds. Interest shall be payable on any such amounts from the date on which the relevant draft is paid until payment in full at the rate set forth in (x) until the Business Day next succeeding the date of the relevant notice, Section 2.8(b2.14(b) and (y) thereafter, Section 2.8(c2.14(c). In Promptly following receipt by the case Administrative Agent of payments made under any payment from the U.S. Borrower pursuant to this Section 3.5 in respect of Several Letters of Creditparagraph, the Administrative Agent shall distribute such payment to the Issuing Lender or, to the extent that L/C Administrator shall distribute Participants have made payments pursuant to Section 3.4 to reimburse the Issuing Lender, then to such payments to L/C Participants and the applicable Lenders promptly upon receipt in like funds Issuing Lender as receivedtheir interests may appear.

Reimbursement Obligation of the Borrowers. If any Each Borrower agrees to reimburse the Issuing Lender on each date on which the Issuing Lender notifies the relevant Borrower of the date and amount of a draft is paid presented under any Letter of Credit, Credit and paid by the applicable Borrower shall reimburse the Applicable Issuing Party Lender for the amount of (a) the such draft so paid and (b) any taxes, fees, charges or other costs or expenses incurred by such Applicable the Issuing Party Lender in connection with such payment, ; provided that if the Issuing Lender does not later notify the relevant Borrower as provided for above earlier than 12:00 Noon9:30 a.m., New York City time, on (i) the Business Day that date such Borrower receives notice of draft is paid then such draft, if such notice is received on such day prior to 10:00 A.M., New York City time, or (ii) if clause (i) above does not apply, reimbursement payment may be made the Business Day immediately following subsequent to the day that date such Borrower receives such noticedraft is paid. Each such payment under a Letter of Credit denominated in Dollars shall be made to the Applicable Issuing Party Lender at its address for notices specified herein (or as it may otherwise specified) direct in Dollars lawful money of the United States or in immediately available funds. Each such payment under a Letter of Credit denominated in Pounds Sterling shall be made to the Applicable Issuing Party at its address for notices specified herein (or relevant Optional Currency, as otherwise specified) in Pounds Sterling the case maybe, and in immediately available funds. Interest shall be payable on any such and all amounts remaining unpaid by the relevant Borrower under this Article III from the date on which the relevant draft is paid such amounts become payable (whether at stated maturity, by acceleration or otherwise) until payment in full at the rate set forth in Section 2.15(c); provided that if the Issuing Lender does not notify the relevant Borrower as provided for above earlier than 9:30 a.m., New York City time, on the date such draft is paid, then for such day (x) and until the next Business Day next succeeding Day) all amounts remaining unpaid in respect of such notice shall bear interest the rate set forth in Section 2.15(c). Each drawing under any Letter of Credit shall (unless an event of the type described in clause (i) or (ii) of Section 8(f) shall have occurred and be continuing with respect to the relevant Borrower, in which case the procedures specified in Section 3.4 for funding by L/C Participants shall apply) constitute a request by such Borrower to the Administrative Agent for a borrowing pursuant to Section 2.5 of ABR Loans in the amount of such drawing. The Borrowing Date with respect to such borrowing shall be the date of the relevant notice, Section 2.8(b) and (y) thereafter, Section 2.8(c). In the case of payments made under this Section 3.5 in respect of Several Letters of Credit, the L/C Administrator shall distribute such payments to the applicable Lenders promptly upon receipt in like funds as receiveddrawing.

Reimbursement Obligation of the Borrowers. If any draft is paid under any Letter of CreditCredit issued for the account of any Borrower, the applicable such Borrower shall reimburse the Applicable Issuing Party Lender for the amount of (ax) the draft so paid and (by) any taxes, fees, charges or other costs or expenses incurred by such Applicable the Issuing Party Lender in connection with such payment, not later than 12:00 Noon, 2:00 P.M. (New York City time, ) on (i) the Business Day that such Borrower receives notice of such draft, if such notice is received on such day prior to 10:00 A.M., A.M. (New York City time, ) or (ii) if clause (i) above does not apply, the Business Day immediately following the day that such Borrower receives such notice. Each such payment under a Letter of Credit denominated in Dollars shall be made to the Applicable Issuing Party Lender at its address for notices specified referred to herein (or as otherwise specified) in Dollars in immediately available funds. Each such payment under a Letter of Credit denominated in Pounds Sterling shall be made to the Applicable Issuing Party at its address for notices specified herein (or as otherwise specified) in Pounds Sterling and in immediately available funds. Interest shall be payable on any such amounts from the date on which the relevant draft is paid until payment in full at the rate set forth in (xA) until the Business Day next succeeding the date of the relevant notice, Section 2.8(b2.10(a)(i) and (yB) thereafter, Section 2.8(c2.10(b). In Notwithstanding the case of payments made under this Section 3.5 in respect of Several Letters of Creditforegoing, the L/C Administrator shall distribute such payments each Borrower may, at its sole option and subject to the applicable Lenders promptly upon receipt conditions to borrowing set forth herein, request in like funds as receivedaccordance with Section 2.02, 2.03 or 2.05 that such payment be financed with a Revolving Credit Advance, a Competitive Bid Advance or a Swing Line Advance in an equivalent amount and, to the extent so financed, such Borrower’s obligation to make such payment shall be discharged and replaced by the resulting Revolving Credit Advance, Competitive Bid Advance or Swing Line Advance.

Reimbursement Obligation of the Borrowers. If (a) Each Issuing Lender shall promptly notify the Borrower Representative of any presentation of a draft is paid under any Letter of Credit. Each Borrower hereby agrees to reimburse each Issuing Lender, upon receipt by the Borrower Representative of notice from the applicable Borrower shall reimburse Issuing Lender of the Applicable date and amount of a draft presented under any Letter of Credit issued on its behalf and paid by such Issuing Party Lender (an “L/C Disbursement”), for the amount of (a) the such draft so paid and (b) any taxes, fees, charges or other costs or expenses reasonably incurred by such Applicable Issuing Party Lender in connection with such payment. Each such payment shall be made to the applicable Issuing Lender, not at its address for notices specified herein, in Dollars in immediately available funds, no later than 12:00 Noon3:00 P.M., New York City time, on the date which is one (i1) the Business Day that such Borrower receives notice of such draft(or, if such notice the Facility is received fully drawn on such day date and the applicable Borrower does not have sufficient cash on hand to make such payment, two (2) Business Days) after the date on which the Borrower Representative receives such notice, if received prior to 10:00 11:00 A.M., New York City Time, on a Business Day and otherwise, no later than 3:00 P.M., New York City time, on the next succeeding Business Day; provided that the Borrowers may, subject to the conditions to borrowing set forth herein, request in accordance with Subsection 2.2 that such payment be financed with ABR Loans or (ii) if clause (i) above does not applySwingline Loans in an equivalent amount and, to the extent so financed, the Business Day immediately following the day that such Borrower receives such notice. Each Borrowers’ obligation to make such payment under a Letter of Credit denominated in Dollars shall be made to discharged and replaced by the Applicable Issuing Party at its address for notices specified herein (resulting ABR Loans or as otherwise specified) in Dollars in immediately available funds. Each such payment under a Letter of Credit denominated in Pounds Sterling shall be made to the Applicable Issuing Party at its address for notices specified herein (or as otherwise specified) in Pounds Sterling in immediately available funds. Interest shall be payable on any such amounts from the date on which the relevant draft is paid until payment in full at the rate set forth in (x) until the Business Day next succeeding the date of the relevant notice, Section 2.8(b) and (y) thereafter, Section 2.8(c). In the case of payments made under this Section 3.5 in respect of Several Letters of Credit, the L/C Administrator shall distribute such payments to the applicable Lenders promptly upon receipt in like funds as receivedSwingline Loans.

Reimbursement Obligation of the Borrowers. If any draft is paid under any Letter of Credit, the applicable Borrower shall reimburse the Applicable Issuing Party Lender for the amount of (a) the draft so paid and (b) any taxes, fees, charges or other costs or expenses incurred by such Applicable the Issuing Party Lender in connection with such payment, not later than 12:00 Noon, New York City time, Noon on (i) the Business Day that such the applicable Borrower receives notice of such draft, if such notice is received on such day prior to 10:00 A.M., New York City time, A.M. or (ii) if clause (i) above does not apply, the Business Day immediately following the day that such the applicable Borrower receives such notice; provided, that if the total reimbursement amount set forth in clauses (a) or (b) above is not less than $5,000,000 or $500,000, respectively, the applicable Borrower may, subject to the conditions to borrowing set forth herein, request that such reimbursement be financed with a Base Rate Advance or Swingline Advance in an equivalent amount and, to the extent so financed, the Borrower’s obligation to make such payment shall be discharged and replaced by the resulting Advance. Each such payment under a Letter of Credit denominated in Dollars shall be made to the Applicable Issuing Party Lender at its address for notices specified referred to herein in Dollars (or as otherwise specified) in Dollars in immediately available funds. Each such payment under a if the Letter of Credit denominated is issued in Pounds Sterling shall be made to a currency other than Dollars, in such currency or the Applicable Issuing Party at its address for notices specified herein (or as otherwise specifiedDollar equivalent thereof calculated in accordance with the provisions of Section 3.10) in Pounds Sterling and in immediately available funds. Interest shall be payable on any such amounts from the date on which the relevant draft is paid until payment in full at the rate set forth in (x) until the Business Day next succeeding the date of the relevant notice, Section 2.8(b2.08(a)(i) or Section 2.08(b)(i), as applicable, with respect to the portions of the applicable draft attributable to Non-Extending Lenders and Extending Lenders, respectively and (y) thereafter, Section 2.8(c2.08(c). In the case of payments made under this Section 3.5 in respect of Several Letters of Credit, the L/C Administrator shall distribute such payments to the applicable Lenders promptly upon receipt in like funds as received.

Reimbursement Obligation of the Borrowers. If Each applicable Borrower agrees to reimburse the relevant Issuing Lender in U.S. Dollars (in the case of any Letter of Credit denominated in a Foreign Currency, in an amount equal to the Dollar Equivalent of such draft) no later than the first Business Day following each date on which such Issuing Lender notifies such Borrower of the date and amount of a draft is paid presented under any Letter of Credit, Credit issued for the applicable account of such Borrower shall reimburse (or for the Applicable joint and several account of such Borrower and any Subsidiary) and paid by such Issuing Party Lender for the amount of (a) the such draft so paid and (b) any taxes, fees, charges or other costs or expenses incurred by such Applicable Issuing Party Lender in connection with such payment, not later than 12:00 Noon, New York City time, on (i) the Business Day that such Borrower receives notice of such draft, if such notice is received on such day prior to 10:00 A.M., New York City time, or (ii) if clause (i) above does not apply, the Business Day immediately following the day that such Borrower receives such notice. Each such payment under a Letter of Credit denominated in Dollars shall be made to the Applicable relevant Issuing Party Lender at its address for notices specified herein (or as otherwise specified) in Dollars in immediately available funds. Each such payment under a Letter lawful money of Credit denominated in Pounds Sterling shall be made to the Applicable Issuing Party at its address for notices specified herein (or as otherwise specified) in Pounds Sterling United States and in immediately available funds. Interest shall be payable on any such and all amounts remaining unpaid by the applicable Borrower under this Section from the date on which the relevant draft is paid such amounts become payable (whether at stated maturity, by acceleration or otherwise) until payment in full at the rate set forth in (xi) until the second Business Day next succeeding following the date of the relevant noticeapplicable drawing, Section 2.8(b2.16(c) and (yii) thereafter, Section 2.8(c2.16(d). In The Borrowers may, subject to the case of payments made under conditions to borrowing set forth herein, request in accordance with Section 2.7 or 2.8 that any payment required pursuant to this Section 3.5 be financed with a Revolving Loan or a Swingline Loan in respect an equivalent amount (any such Borrowing, a “Letter of Several Letters of CreditCredit Reimbursement Loan”) and, to the extent so financed, the L/C Administrator obligation of the Borrowers to make such payment shall distribute such payments to be discharged and replaced by the applicable Lenders promptly upon receipt in like funds as receivedresulting Revolving Loan or Swingline Loan.

Reimbursement Obligation of the Borrowers. If any draft is paid under any Letter of Credit, the applicable Borrower shall reimburse the Applicable Issuing Party Lender for the amount of (a) the draft so paid and (b) any taxes, fees, charges or other costs or expenses incurred by such Applicable the Issuing Party Lender in connection with such payment, not later than 12:00 Noon, New York City time, Noon on (i) the Business Day that such the applicable Borrower receives notice of such draft, if such notice is received on such day prior to 10:00 A.M., New York City time, A.M. or (ii) if clause (i) above does not apply, the Business Day immediately following the day that such the applicable Borrower receives such notice; provided, that if the total reimbursement amount set forth in subsections (a) and (b) above is not less than $5,000,000 or $500,000, as the case may be, the applicable Borrower may, subject to the conditions to borrowing set forth herein, request that such reimbursement be financed with a Base Rate Advance or Swingline Advance in an equivalent amount and, to the extent so financed, the Borrower's obligation to make such payment shall be discharged and replaced by the resulting Advance. Each such payment under a Letter of Credit denominated in Dollars shall be made to the Applicable Issuing Party Lender at its address for notices specified referred to herein (or as otherwise specified) in Dollars in immediately available funds. Each such payment under a Letter of Credit denominated in Pounds Sterling shall be made to the Applicable Issuing Party at its address for notices specified herein (or as otherwise specified) in Pounds Sterling and in immediately available funds. Interest shall be payable on any such amounts from the date on which the relevant draft is paid until payment in full at the rate set forth in (x) until the Business Day next succeeding the date of the relevant notice, Section 2.8(b2.08(a)(i) and (y) thereafter, Section 2.8(c2.08(b). In the case of payments made under this Section 3.5 in respect of Several Letters of Credit, the L/C Administrator shall distribute such payments to the applicable Lenders promptly upon receipt in like funds as received.

Reimbursement Obligation of the Borrowers. If any Each Borrower agrees to reimburse the Issuing Lender on each date on which the Issuing Lender notifies the relevant Borrower of the date and amount of a draft is paid presented under any Letter of Credit, Credit and paid by the applicable Borrower shall reimburse the Applicable Issuing Party Lender for the amount of (a) the such draft so paid and (b) any taxes, fees, charges or other costs or expenses incurred by such Applicable the Issuing Party Lender in connection with such payment, ; provided that if the Issuing Lender does not later notify the relevant Borrower as provided for above earlier than 12:00 Noon, 9:30 A.M. (New York City time, ) on (i) the Business Day that date such Borrower receives notice of draft is paid then such draft, if such notice is received on such day prior to 10:00 A.M., New York City time, or (ii) if clause (i) above does not apply, reimbursement payment may be made the Business Day immediately following subsequent to the day that date such Borrower receives such noticedraft is paid. Each such payment under a Letter of Credit denominated in Dollars shall be made to the Applicable Issuing Party Lender at its address for notices specified herein (or as it may otherwise specified) direct in Dollars lawful money of the United States or in immediately available funds. Each such payment under a Letter of Credit denominated in Pounds Sterling shall be made to the Applicable Issuing Party at its address for notices specified herein (or relevant Optional Currency, as otherwise specified) in Pounds Sterling the case maybe, and in immediately available funds. Interest shall be payable on any such and all amounts remaining unpaid by the relevant Borrower under this Article III from the date on which the relevant draft is paid such amounts become payable (whether at stated maturity, by acceleration or otherwise) until payment in full at the rate set forth in Section 2.12(c); provided that if the Issuing Lender does not notify the relevant Borrower as provided for above earlier than 9:30 A.M. (xNew York City time) on the date such draft is paid, then for such day (and until the next Business Day next succeeding Day) all amounts remaining unpaid in respect of such notice shall bear interest the rate set forth in Section 2.12(c). Each drawing under any Letter of Credit shall (unless an event of the type described in clause (i) or (ii) of Section 8(f) shall have occurred and be continuing with respect to the relevant Borrower, in which case the procedures specified in Section 3.4 for funding by L/C Participants shall apply) constitute a request by such Borrower to the Administrative Agent for a borrowing pursuant to Section 2.2 of ABR Loans in the amount of such drawing. The Borrowing Date with respect to such borrowing shall be the date of the relevant notice, Section 2.8(b) and (y) thereafter, Section 2.8(c). In the case of payments made under this Section 3.5 in respect of Several Letters of Credit, the L/C Administrator shall distribute such payments to the applicable Lenders promptly upon receipt in like funds as receiveddrawing.

Reimbursement Obligation of the Borrowers. If any draft is paid under any Letter of Credit, the applicable Borrower shall reimburse the Applicable Issuing Party Lender for the amount of (a) the draft so paid and (b) any taxes, fees, charges or other costs or expenses incurred by such Applicable the Issuing Party Lender in connection with such payment, not later than 12:00 Noon, New York City time, Noon on (i) the Business Day that such the applicable Borrower receives notice of such draft, if such notice is received on such day prior to 10:00 A.M., New York City time, A.M. or (ii) if clause (i) above does not apply, the Business Day immediately following the day that such the applicable Borrower receives such notice; provided, that if the total reimbursement amount set forth in clauses (a) or (b) above is not less than $5,000,000 or $500,000, respectively, the applicable Borrower may, subject to the conditions to borrowing set forth herein, request that such reimbursement be financed with a Base Rate Advance or Swingline Advance in an equivalent amount and, to the extent so financed, the Borrower’s obligation to make such payment shall be discharged and replaced by the resulting Advance. Each such payment under a Letter of Credit denominated in Dollars shall be made to the Applicable Issuing Party Lender at its address for notices specified referred to herein in Dollars (or as otherwise specified) in Dollars in immediately available funds. Each such payment under a if the Letter of Credit denominated is issued in Pounds Sterling shall be made to a currency other than Dollars, in such currency or the Applicable Issuing Party at its address for notices specified herein (or as otherwise specifiedDollar equivalent thereof calculated in accordance with the provisions of Section 3.10) in Pounds Sterling and in immediately available funds. Interest shall be payable on any such amounts from the date on which the relevant draft is paid until payment in full at the rate set forth in (x) until the Business Day next succeeding the date of the relevant notice, Section 2.8(b2.08(a)(i) or Section 2.08(c)(i), as applicable, with respect to the portions of the applicable draft attributable to 2015 Non-Extending Lenders and 2015 Extending Lenders, respectively, and (y) thereafter, Section 2.8(c2.08(d). In the case of payments made under this Section 3.5 in respect of Several Letters of Credit, the L/C Administrator shall distribute such payments to the applicable Lenders promptly upon receipt in like funds as received.

Reimbursement Obligation of the Borrowers. If any draft is paid under any Letter of Credit, the applicable Borrower shall reimburse the Applicable Issuing Party Lender for the amount of (a) the draft so paid and (b) any taxes, fees, charges or other costs or expenses incurred by such Applicable the Issuing Party Lender in connection with such payment, not later than 12:00 Noon, New York City time, Noon on (i) the Business Day that such the applicable Borrower receives notice of such draft, if such notice is received on such day prior to 10:00 A.M., New York City time, A.M. or (ii) if clause (i) above does not apply, the Business Day immediately following the day that such the applicable Borrower receives such notice; provided, that if the total reimbursement amount set forth in clauses (a) or (b) above is not less than $5,000,000 or $500,000, respectively, the applicable Borrower may, subject to the conditions to borrowing set forth herein, request that such reimbursement be financed with a Base Rate Advance or Swingline Advance in an equivalent amount and, to the extent so financed, the Borrower’s obligation to make such payment shall be discharged and replaced by the resulting Advance. Each such payment under a Letter of Credit denominated in Dollars shall be made to the Applicable Issuing Party Lender at its address for notices specified referred to herein in Dollars (or as otherwise specified) in Dollars in immediately available funds. Each such payment under a if the Letter of Credit denominated is issued in Pounds Sterling shall be made to a currency other than Dollars, in such currency or the Applicable Issuing Party at its address for notices specified herein (or as otherwise specifiedDollar equivalent thereof calculated in accordance with the provisions of Section 3.10) in Pounds Sterling and in immediately available funds. Interest shall be payable on any such amounts from the date on which the relevant draft is paid until payment in full at the rate set forth in (x) until the Business Day next succeeding the date of the relevant notice, Section 2.8(b2.08(a)(i) and (y) thereafter, Section 2.8(c2.08(b). In the case of payments made under this Section 3.5 in respect of Several Letters of Credit, the L/C Administrator shall distribute such payments to the applicable Lenders promptly upon receipt in like funds as received.

Reimbursement Obligation of the Borrowers. If any draft is paid under any Letter of Credit, the applicable Borrower shall reimburse the Applicable applicable Issuing Party Lender for the amount of (a) the draft so paid and (b) any taxesTaxes, fees, charges or other costs or expenses incurred by such Applicable Issuing Party Lender in connection with such payment, not later than 12:00 Noon2:00 P.M., New York City timeLocal Time, on (A) if such Letter of Credit is denominated in Dollars, (i) the Business Day that after such Borrower receives notice of such draft, if such notice is received on such day prior to 10:00 A.M., New York City time, or (ii) if clause (i) above does not apply, the second Business Day following the day that such Borrower receives notice of such draft or (B) if such Letter of Credit is denominated in Euro, three Business Days immediately following the day that such Borrower receives notice of such noticedraft. Each such payment under a Letter of Credit denominated in Dollars shall be made to the Applicable such Issuing Party Lender at its address for notices specified referred to herein (or as otherwise specified) in Dollars in immediately available funds. Each such payment under a Letter of Credit denominated in Pounds Sterling shall be made to or Euro, as the Applicable Issuing Party at its address for notices specified herein (or as otherwise specified) in Pounds Sterling case may be, and in immediately available funds. Interest shall be payable on any such amounts from the date on which the relevant draft is paid until payment in full at the rate set forth in (x) until the Business Day next succeeding the date of the relevant noticesuch payment is due pursuant to clause (a) or (b) above, Section 2.8(b2.12(b) and (y) thereafter, Section 2.8(c2.12 (c). In the case of payments made under this Section 3.5 in respect of Several Letters of Credit, the L/C Administrator shall distribute such payments to the applicable Lenders promptly upon receipt in like funds as received.

Reimbursement Obligation of the Borrowers. If any draft is paid under any Letter of Credit, the applicable Borrower shall reimburse the Applicable applicable Issuing Party Lender for the amount of (a) the draft so paid and (b) any taxes, fees, charges or other costs or expenses incurred by such Applicable Issuing Party Lender in connection with such payment, not later than 12:00 Noon, New York City time, on (i) the Business Day that such Borrower receives notice of such draft, if such notice is received on such day prior to 10:00 A.M., New York City time, or (ii) if clause (i) above does not apply, the Business Day immediately following the day that such Borrower receives such notice. Each such payment under a Letter of Credit denominated in Dollars shall be made to the Applicable applicable Issuing Party Lender at its address for notices specified herein (or as otherwise specified) in Dollars and in immediately available funds. Each , and each such payment under in respect of a Letter draft paid as described in clause (a) of Credit denominated the first sentence of this Section shall be in an amount equal to (i) if such draft shall be paid in Dollars, the amount so paid or (ii) if such draft shall be paid in Pounds Sterling shall be made to Sterling, the Applicable Issuing Party Dollar Equivalent thereof using the Exchange Rate at its address for notices specified herein (or as otherwise specified) in Pounds Sterling in immediately available fundsthe time such draft is so paid. Interest shall be payable on any such amounts from the date on which the relevant draft is paid until payment in full at the rate set forth in (x) until the Business Day next succeeding the date of the relevant notice, Section 2.8(b) and (y) thereafter, Section 2.8(c). In the case of payments made under this Section 3.5 in respect of Several Letters of Credit, the L/C Administrator shall distribute such payments to the applicable Lenders promptly upon receipt in like funds as received.

Reimbursement Obligation of the Borrowers. If any draft is paid under any Letter of Credit, the applicable Borrower shall reimburse the Applicable applicable Issuing Party Lender for the amount of (a) the draft so paid and (b) any taxesTaxes, fees, charges or other costs or expenses incurred by such Applicable Issuing Party Lender in connection with such payment, not later than 12:00 Noon2:00 P.M., New York City timeLocal Time, on (A) if such Letter of Credit is denominated in Dollars, (i) the Business Day that after such Borrower receives notice of such draft, if such notice is received on such day prior to 10:00 A.M., New York City time, or (ii) if clause (i) above does not apply, the second Business Day following the day that such Borrower receives notice of such draft or (B) if such Letter of Credit is denominated in a currency other than Dollars, three Business Days immediately following the day that such Borrower receives notice of such noticedraft. Each such payment under a shall be made to such Issuing Lender at its address for notices referred to herein in the currency in which such draft is payable (except that, in the case of any Letter of Credit denominated in Dollars any currency other than Dollars, upon notice by such Issuing Lender to the applicable Borrower, such payment shall be made to the Applicable Issuing Party at its address for notices specified herein (or as otherwise specified) in Dollars in immediately available funds. Each from and after the date on which the amount of such payment under a Letter shall have been converted into Dollars at the Spot Exchange Rate on such date of Credit denominated in Pounds Sterling conversion, which date of conversion shall be made to selected by such Issuing Lender and may be any Business Day after the Applicable Issuing Party at its address for notices specified herein (or as otherwise specifieddate on which such payment is due) in Pounds Sterling in immediately available funds. Interest shall be payable on any such amounts from the date on which the relevant draft is paid until payment in full at the rate set forth in (x) until the Business Day next succeeding the date of the relevant notice, Section 2.8(b2.12(b) and (y) thereafter, Section 2.8(c2.12(c). In ; provided, that if any such amount is denominated in a currency other than Dollars for any period, such interest shall be payable for such period at the case of payments made under this Section 3.5 in respect of Several Letters of Credit, the L/C Administrator shall distribute such payments to the applicable Lenders promptly upon receipt in like funds as receivedAlternate Currency Overnight Rate.

Reimbursement Obligation of the Borrowers. If (a) Each Issuing Lender shall promptly notify the Borrower Representative of any draft is paid compliant presentation of documents under any Letter of Credit. Each Borrower hereby agrees to reimburse each Issuing Lender, upon receipt by the Borrower Representative of written notice from the applicable Borrower shall reimburse Issuing Lender of the Applicable date and the amount of a drawing presented under any Letter of Credit issued on its behalf and paid by such Issuing Party Lender (an “L/C Disbursement”), for the amount of (a) the draft such drawing so paid and (b) any taxes, fees, charges or other costs or expenses reasonably incurred by such Applicable Issuing Party Lender in connection with such payment. Each such payment shall be made to the applicable Issuing Lender, not at its address for notices specified herein, in Dollars in immediately available funds, no later than 12:00 Noon3:00 P.M., New York City time, on (i) the date which is one Business Day that such Borrower receives notice of such draft(or, if such notice the Facility is received fully drawn on such day date and the applicable Borrower does not have sufficient cash on hand to make such payment, two Business Days) after the date on which the Borrower Representative receives such notice, if received prior to 10:00 11:00 A.M., New York City Time, on a Business Day and otherwise, no later than 3:00 P.M., New York City time, on the next succeeding Business Day; provided that the Borrowers may, subject to the conditions to 117 borrowing set forth herein, request in accordance with Subsection 2.2 that such payment be financed with ABR Loans or (ii) if clause (i) above does not applySwingline Loans in an equivalent amount and, to the extent so financed, the Business Day immediately following the day that such Borrower receives such notice. Each Borrowers’ obligation to make such payment under a Letter of Credit denominated in Dollars shall be made to discharged and replaced by the Applicable Issuing Party at its address for notices specified herein (resulting ABR Loans or as otherwise specified) in Dollars in immediately available funds. Each such payment under a Letter of Credit denominated in Pounds Sterling shall be made to the Applicable Issuing Party at its address for notices specified herein (or as otherwise specified) in Pounds Sterling in immediately available funds. Interest shall be payable on any such amounts from the date on which the relevant draft is paid until payment in full at the rate set forth in (x) until the Business Day next succeeding the date of the relevant notice, Section 2.8(b) and (y) thereafter, Section 2.8(c). In the case of payments made under this Section 3.5 in respect of Several Letters of Credit, the L/C Administrator shall distribute such payments to the applicable Lenders promptly upon receipt in like funds as receivedSwingline Loans.

Reimbursement Obligation of the Borrowers. If any draft is paid under any Letter of Credit, the applicable Borrower shall reimburse the Applicable Issuing Party Lender for the amount of (a) the draft so paid and (b) any taxes, fees, charges or other costs or expenses incurred by such Applicable the Issuing Party Lender in connection with such payment, not later than 12:00 Noon, New York City time, Noon on (i) the Business Day that such the applicable Borrower receives notice of such draft, if such notice is received on such day prior to 10:00 A.M., New York City time, A.M. or (ii) if clause (i) above does not apply, the Business Day immediately following the day that such the applicable Borrower receives such notice; provided, that if the total reimbursement amount set forth in clauses (a) or (b) above is not less than $5,000,000 or $500,000, respectively, the applicable Borrower may, subject to the conditions to borrowing set forth herein, request that such reimbursement be financed with a Base Rate Advance or Swingline Advance in an equivalent amount and, to the extent so financed, the Borrower’s obligation to make such payment shall be discharged and replaced by the resulting Advance. Each such payment under a Letter of Credit denominated in Dollars shall be made to the Applicable Issuing Party Lender at its address for notices specified referred to herein in Dollars (or as otherwise specified) in Dollars in immediately available funds. Each such payment under a if the Letter of Credit denominated is issued in Pounds Sterling shall be made to a currency other than Dollars, in such currency or the Applicable Issuing Party at its address for notices specified herein (or as otherwise specifiedDollar equivalent thereof calculated in accordance with the provisions of Section 3.10) in Pounds Sterling and in immediately available funds. Interest shall be payable on any such amounts from the date on which the relevant draft is paid until payment in full at the rate set forth in (x) until the Business Day next succeeding the date of the relevant notice, Section 2.8(b2.08(a)(i) and (y) thereafter, Section 2.8(c2.08(bc). In the case of payments made under this Section 3.5 in respect of Several Letters of Credit, the L/C Administrator shall distribute such payments to the applicable Lenders promptly upon receipt in like funds as received.

Reimbursement Obligation of the Borrowers. If any draft is paid under any Letter of Credit, the applicable Borrower shall reimburse the Applicable Issuing Party L/C Issuer for the amount of (a) the draft so paid and (b) any taxes, fees, charges or other costs or expenses incurred by such Applicable Issuing Party Lender in connection with such payment, not later than 12:00 Noon, New York City time, on (i) the Business Day that such Borrower receives notice of such draft, if such notice is received on such day prior to 10:00 A.M., New York City time, or (ii) if clause (i) above does not apply, the Business Day immediately following the day that such Borrower receives such notice. Each such payment under a Letter of Credit denominated in Dollars shall be made to the Applicable Issuing Party L/C Issuer at its address for notices specified herein (or as otherwise specified) in Dollars in immediately available funds. Each such payment under a Letter of Credit denominated in Pounds Sterling shall be made to the Applicable Issuing Party L/C Issuer at its address for notices specified herein (or as otherwise specified) in Pounds Sterling in immediately available funds. Interest shall be payable on any such amounts from the date on which the relevant draft is paid until payment in full at the rate set forth in (x) until the Business Day next succeeding the date of the relevant notice, Section 2.8(b) and (y) thereafter, Section 2.8(c). In the case of payments made under this Section 3.5 in respect of Several Letters of Credit, the L/C Administrator shall distribute such payments to the applicable Lenders promptly upon receipt in like funds as received.

Reimbursement Obligation of the Borrowers. If any draft is paid under any Letter of CreditCredit issued for the account of any Borrower, the applicable such Borrower shall reimburse the Applicable Issuing Party Lender for the amount of (ax) the draft so paid and (by) any taxes, fees, charges or other costs or expenses incurred by such Applicable the Issuing Party Lender in connection with such payment, not later than 12:00 Noon, 2:00 P.M. (New York City time, ) on (i) the Business Day that such Borrower Xxxxxxxx receives notice of such draft, if such notice is received on such day prior to 10:00 A.M., A.M. (New York City time, ) or (ii) if clause (i) above does not apply, the Business Day immediately following the day that such Borrower receives such notice. Each such payment under a Letter of Credit denominated in Dollars shall be made to the Applicable Issuing Party Lender at its address for notices specified referred to herein (or as otherwise specified) in Dollars in immediately available funds. Each such payment under a Letter of Credit denominated in Pounds Sterling shall be made to the Applicable Issuing Party at its address for notices specified herein (or as otherwise specified) in Pounds Sterling and in immediately available funds. Interest shall be payable on any such amounts from the date on which the relevant draft is paid until payment in full at the rate set forth in (xA) until the Business Day next succeeding the date of the relevant notice, Section 2.8(b2.10(a)(i) and (yB) thereafter, Section 2.8(c2.10(b). In Notwithstanding the case of payments made under this Section 3.5 in respect of Several Letters of Creditforegoing, the L/C Administrator shall distribute such payments each Borrower may, at its sole option and subject to the applicable Lenders promptly upon receipt conditions to borrowing set forth herein, request in like funds as receivedaccordance with Section 2.02, 2.03 or 2.05 that such payment be financed with a Revolving Credit Advance, a Competitive Bid Advance or a Swing Line Advance in an equivalent amount and, to the extent so financed, such Borrower’s obligation to make such payment shall be discharged and replaced by the resulting Revolving Credit Advance, Competitive Bid Advance or Swing Line Advance.

Reimbursement Obligation of the Borrowers. If any draft is paid under any Letter of Credit, the applicable Borrower for whose account such Letter of Credit was issued shall reimburse the Applicable applicable Issuing Party Bank for the amount of (a) the draft so paid and (b) subject to subsection 2.19, any taxes, fees, charges or other costs or expenses incurred by such Applicable Issuing Party Bank in connection with such payment, not later than 12:00 Noon1:00 P.M., New York City time, subject to subsection 2.19 on (i) the Business Day that such Borrower receives notice of such draft, if such notice is received on such day prior to 10:00 A.M., New York City time, or (ii) if clause (i) above does not apply, the Business Day immediately following the day that such Borrower receives such notice. Each such payment under a shall be made to any Issuing Bank at its address for notices referred to herein in the currency in which such Letter of Credit is denominated (except that, in the case of any Letter of Credit denominated in Dollars an Alternative Currency, in the event that such payment is not made to the Issuing Bank in such Alternative Currency within three Business Days of the date of receipt by the applicable Borrower of such notice, such payment shall be made in Dollars, in an amount equal to the Applicable Issuing Party Dollar Equivalent of the amount of such payment converted on the date of such notice into Dollars at its address for notices specified herein (or as otherwise specifiedthe spot rate of exchange on such date) in Dollars and in immediately available funds. Each such Any conversion by any Issuing Bank of any payment under to be made by a Borrower in respect of any Letter of Credit denominated in Pounds Sterling Canadian Dollars into Dollars in accordance with this subsection 2A.5 shall be made conclusive and binding upon such Borrower and the Lenders in the absence of manifest error; provided that upon the request of any Lender, any Issuing Bank shall provide to such Lender a certificate including reasonably detailed information as to the Applicable Issuing Party at its address for notices specified herein (or as otherwise specified) in Pounds Sterling in immediately available fundscalculation of such conversion. Interest shall be payable on any such amounts from the date on which the relevant draft is paid until payment in full at the rate set forth in (x) until the Business Day next succeeding the date of the relevant notice, Section 2.8(bsubsection 2.12A(a) and (y) thereafter, Section 2.8(csubsection 2.12A(f). In the case of payments made under this Section 3.5 in respect of Several Letters of Credit, the L/C Administrator shall distribute such payments to the applicable Lenders promptly upon receipt in like funds as received.