Common use of Reimbursement Obligation of the Borrowers Clause in Contracts

Reimbursement Obligation of the Borrowers. (a) Each Borrower hereby agrees to reimburse each Issuing Lender, upon receipt by the Borrower Representative of notice from the applicable Issuing Lender of the date and amount of a draft presented under any Letter of Credit issued on its behalf and paid by such Issuing Lender (an “L/C Disbursement”), for the amount of such draft so paid and any taxes, fees, charges or other costs or expenses reasonably incurred by such Issuing Lender in connection with such payment. Each such payment shall be made to the applicable Issuing Lender, at its address for notices specified herein, in the currency in which such Letter of Credit is denominated (except that, in the case of any Letter of Credit denominated in any Designated Foreign Currency, in the event that such payment is not made to such Issuing Lender within three Business Days of the date of receipt by the Borrower Representative of such notice, upon notice by such Issuing Lender to the Borrower Representative, such payment shall be made in Dollars, in an amount equal to the Dollar Equivalent of the amount of such payment converted on the date of such notice into Dollars at the Spot Rate of Exchange on such date) and in immediately available funds, no later than 3:00 P.M., New York City time, on the date on which the Borrower Representative receives such notice, if received prior to 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 Swingline Loans or Canadian Prime Rate Loans in an equivalent amount and, to the extent so financed, the Borrowers’ obligation to make such payment shall be discharged and replaced by the resulting ABR Loans or Swingline Loans or Canadian Prime Rate Loans. Any conversion by an Issuing Lender of any payment to be made in respect of any Letter of Credit denominated in any Designated Foreign Currency into Dollars in accordance with this Subsection 3.5(a) shall be conclusive and binding upon each Borrower and the applicable Revolving Credit Lenders in the absence of manifest error; provided that upon the request of the Borrower Representative or any Revolving Credit Lender, the applicable Issuing Lender shall provide to the Borrower Representative or Revolving Credit Lender a certificate including reasonably detailed information as to the calculation of such conversion.

Reimbursement Obligation of the Borrowers. (a) Each Issuing Lender shall promptly notify the Borrower Representative of any 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 Issuing Lender of the date and the amount of a draft drawing presented under any Letter of Credit issued on its behalf and paid by such Issuing Lender (an “L/C Disbursement”), for the amount of such draft drawing so paid and any taxes, fees, charges or other costs or expenses reasonably incurred by such Issuing Lender in connection with such payment. Each such payment shall be made to the applicable Issuing Lender, at its address for notices specified herein, in the currency in which such Letter of Credit is denominated (except that, in the case of any Letter of Credit denominated in any Designated Foreign Currency, in the event that such payment is not made to such Issuing Lender within three Business Days of the date of receipt by the Borrower Representative of such notice, upon notice by such Issuing Lender to the Borrower Representative, such payment shall be made in Dollars, in an amount equal to the Dollar Equivalent of the amount of such payment converted on the date of such notice into Dollars at the Spot Rate of Exchange on such date) and in immediately available funds, no later than 3:00 P.M., New York City time, on the date which is one Business Day (or, if the Facility is fully drawn on such 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 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 Swingline Loans or Canadian Prime Rate Loans in an equivalent amount and, to the extent so financed, the Borrowers’ obligation to make such payment shall be discharged and replaced by the resulting ABR Loans or Swingline Loans or Canadian Prime Rate Loans. Any conversion by an Issuing Lender of any payment to be made in respect of any Letter of Credit denominated in any Designated Foreign Currency into Dollars in accordance with this Subsection 3.5(a) shall be conclusive and binding upon each Borrower and the applicable Revolving Credit Lenders in the absence of manifest error; provided that upon the request of the Borrower Representative or any Revolving Credit Lender, the applicable Issuing Lender shall provide to the Borrower Representative or Revolving Credit Lender a certificate including reasonably detailed information as to the calculation of such conversion.

Reimbursement Obligation of the Borrowers. (a) Each Borrower hereby agrees to reimburse each Issuing Lender, upon receipt by the Borrower Representative of notice from on each date on which such Issuing Lender notifies the applicable Issuing Lender Borrower of the date and amount of a draft presented under any Letter of Credit issued on its behalf and paid by such Issuing Lender (an “L/C Disbursement”)Lender, for the amount of (a) such draft so paid and (b) any taxes, fees, charges or other costs or expenses reasonably incurred by such Issuing Lender in connection with such paymentpayment (the amounts described in the foregoing clauses (a) and (b) in respect of any drawing, collectively, the “Payment Amount”). Each such payment shall be made to the applicable such Issuing Lender, Lender at its address for notices specified herein, herein in the currency in which such Letter of Credit is denominated (except that, in the case of any Letter of Credit denominated in any Designated Foreign Currency, in the event that such payment is not made to such Issuing Lender within three Business Days lawful money of the date United States of receipt by the Borrower Representative of such noticeAmerica or Canada, upon notice by such Issuing Lender to the Borrower Representativeas applicable, such payment shall be made in Dollars, in an amount equal to the Dollar Equivalent of the amount of such payment converted on the date of such notice into Dollars at the Spot Rate of Exchange on such date) and in immediately available funds, no later than 3:00 P.M., New York City time, . Interest shall be payable on the Payment Amount from the date on which of the Borrower Representative receives such notice, if received prior to 11:00 A.M., New York City Time, on a applicable drawing until payment in full at the rate set forth in (i) until the second Business Day following the date of the applicable drawing, Section 2.16(b) and otherwise(ii) thereafter, no later than 3:00 P.M.Section 2.16(e). 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 any Borrower, New York City time, on in which case the next succeeding Business Day; provided that procedures specified in Section 3.4 for funding by L/C Participants shall apply) constitute a request by the Borrowers may, subject applicable Borrower to the conditions Administrative Agent or the Canadian Agent, as applicable, for a borrowing pursuant to borrowing set forth herein, request in accordance with Subsection 2.2 that such payment be financed with ABR Loans or Swingline Loans or Canadian Prime Section 2.5(a) of Base Rate Loans in an equivalent amount and, to the extent so financed, the Borrowers’ obligation to make such payment shall be discharged and replaced by the resulting ABR Loans or Swingline Loans or Canadian Prime Rate Loans, as applicable (or, at the option of the Administrative Agent or the Canadian Agent, as applicable, and the relevant Swing Line Lender in their sole discretion, a borrowing pursuant to Section 2.7(a) of Swing Line Loans) in the amount of such drawing. Any conversion by an The Borrowing Date with respect to such borrowing shall be the first date on which a borrowing of Revolving Credit Loans (or, if applicable, Swing Line Loans) could be made, pursuant to Section 2.5(a) (or, if applicable, Section 2.7(a)), if the Administrative Agent and, if applicable, the Canadian Agent, had received a notice of such borrowing at the time the Administrative Agent and, if applicable, the Canadian Agent, receive notice from the relevant Issuing Lender of any payment to such drawing under such Letter of Credit. All payments due from the Borrowers hereunder in respect of Letters of Credit (and Reimbursement Obligations in connection therewith) shall be made in respect of any Letter of Credit denominated in any Designated Foreign Currency into Dollars in accordance with this Subsection 3.5(a) shall be conclusive and binding upon each Borrower and the applicable Revolving Credit Lenders in the absence of manifest error; provided that upon the request of the Borrower Representative or any Revolving Credit LenderCanadian Dollars, the applicable Issuing Lender shall provide to the Borrower Representative or Revolving Credit Lender a certificate including reasonably detailed information as to the calculation of such conversionapplicable.

Reimbursement Obligation of the Borrowers. (a) Each Borrower hereby agrees to reimburse each Issuing Lender, upon receipt by Lender on the Borrower Representative of notice from the applicable next Business Day after that on which such Issuing Lender notifies such Borrower of the date and amount of a draft presented under any Letter of Credit issued on its behalf for the account of such Borrower and paid by such Issuing Lender (an “L/C Disbursement”), for the amount of (a) such draft so paid in the currency of such payment and (b) any taxesnon-Excluded Taxes, fees, charges or other costs or expenses reasonably incurred by such Issuing Lender in connection with such payment. Each such payment shall be made to the applicable such Issuing Lender, Lender at its address for notices specified hereinreferred to herein in US Dollars, in the currency in which such Letter of Credit is denominated (except thatEuros or Canadian Dollars, in as the case of any Letter of Credit denominated in any Designated Foreign Currencymay be, in the event that such payment is not made to such Issuing Lender within three Business Days of the date of receipt by the Borrower Representative of such notice, upon notice by such Issuing Lender to the Borrower Representative, such payment shall be made in Dollars, in an amount equal to the Dollar Equivalent of the amount of such payment converted on the date of such notice into Dollars at the Spot Rate of Exchange on such date) and in immediately available funds, no later than 3:00 P.M., New York City time, on the date on which the Borrower Representative receives such notice, if received prior to 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, may request in accordance with Subsection Section 2.2 that such payment be financed with ABR Loans or Swingline US Revolving Loans, Euro Revolving Loans or Canadian Prime Rate Loans Revolving Loans, as applicable, in an equivalent amount and, to the extent so financed, the Borrowers’ obligation to make such payment shall be discharged and replaced by the resulting ABR Loans or Swingline US Revolving Loans, Euro Revolving Loans or Canadian Revolving Loans. Interest shall be payable on any such amounts from the date on which the relevant draft is paid until payment in full (i) until the Business Day next succeeding the date of the relevant notice, (w) at the rate then applicable to ABR Loans in the case of US Dollar-denominated Letters of Credit issued for the account of a Non-Canadian Borrower, (x) at the rate then applicable to US Base Rate Loans in the case of US Dollar-denominated Letters of Credit issued for the account of the Canadian Borrower or any Canadian Additional Borrower, (y) at the rate then applicable to Canadian Prime Rate Loans. Any conversion by an Issuing Lender Loans in the case of any payment to be made in respect of any Letter Canadian Dollar-denominated Letters of Credit and (z) at the rate then applicable to Foreign Base Rate Loans in the case of Euro-denominated in any Designated Foreign Currency into Dollars in accordance with this Subsection 3.5(aLetters of Credit and (ii) shall be conclusive and binding upon each Borrower and thereafter, at the applicable Revolving Credit Lenders rates set forth in the absence of manifest error; provided that upon the request of the Borrower Representative or any Revolving Credit Lender, the applicable Issuing Lender shall provide to the Borrower Representative or Revolving Credit Lender a certificate including reasonably detailed information as to the calculation of such conversionSection 2.13(g).

Reimbursement Obligation of the Borrowers. (a) Each Borrower hereby agrees to reimburse each Issuing Lender, upon receipt by Lender on the Borrower Representative of notice from the applicable next Business Day after that on which such Issuing Lender notifies such Borrower of the date and amount of a draft presented under any Letter of Credit issued on its behalf for the account of such Borrower and paid by such Issuing Lender (an “L/C Disbursement”), for the amount of (a) such draft so paid in the currency of such payment and (b) any taxesnon-Excluded Taxes, fees, charges or other costs or expenses reasonably incurred by such Issuing Lender in connection with such payment. Each such payment shall be made to the applicable such Issuing Lender, Lender at its address for notices specified hereinreferred to herein in US Dollars, in the currency in which such Letter of Credit is denominated (except thatEuros or Canadian Dollars, in as the case of any Letter of Credit denominated in any Designated Foreign Currencymay be, in the event that such payment is not made to such Issuing Lender within three Business Days of the date of receipt by the Borrower Representative of such notice, upon notice by such Issuing Lender to the Borrower Representative, such payment shall be made in Dollars, in an amount equal to the Dollar Equivalent of the amount of such payment converted on the date of such notice into Dollars at the Spot Rate of Exchange on such date) and in immediately available funds, no later than 3:00 P.M., New York City time, on the date on which the Borrower Representative receives such notice, if received prior to 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, may request in accordance with Subsection Section 2.2 that such payment be financed with ABR Loans or Swingline US Revolving Loans, Euro Revolving Loans or Canadian Prime Rate Loans Revolving Loans, as applicable, in an equivalent amount and, to the extent so financed, the Borrowers’ obligation to make such payment shall be discharged and replaced by the resulting ABR Loans or Swingline US Revolving Loans, Euro Revolving Loans or Canadian Revolving Loans. Interest shall be payable on any such amounts from the date on which the relevant draft is paid until payment in full (i) until the Business Day next succeeding the date of the relevant notice, (w) at the rate then applicable to ABR Loans in the case of US Dollar-denominated Letters of Credit issued for the account of a Non-Canadian Borrower, (x) at the rate then applicable to US Base Rate Loans in the case of US Dollar-denominated Letters of Credit issued for the account of any Canadian Borrower, (y) at the rate then applicable to Canadian Prime Rate Loans. Any conversion by an Issuing Lender Loans in the case of any payment to be made in respect of any Letter Canadian Dollar-denominated Letters of Credit and (z) at the rate then applicable to Foreign Base Rate Loans in the case of Euro-denominated in any Designated Foreign Currency into Dollars in accordance with this Subsection 3.5(aLetters of Credit and (ii) shall be conclusive and binding upon each Borrower and thereafter, at the applicable Revolving Credit Lenders rates set forth in the absence of manifest error; provided that upon the request of the Borrower Representative or any Revolving Credit Lender, the applicable Issuing Lender shall provide to the Borrower Representative or Revolving Credit Lender a certificate including reasonably detailed information as to the calculation of such conversionSection 2.13(g).

Reimbursement Obligation of the Borrowers. (a) Each If any draft is paid under any Letter of Credit, the applicable Borrower hereby agrees to shall reimburse each Issuing Lender, upon receipt by the Borrower Representative of notice from the applicable Issuing Lender of the date and amount of a draft presented under any Letter of Credit issued on its behalf and paid by such Issuing Lender (an “L/C Disbursement”), for the amount of such (a) the draft so paid in the currency in which such Letter of Credit was issued and (b) any taxesTaxes, fees, charges or other costs or expenses reasonably incurred by such Issuing Lender in connection with such payment, not later than 2:00 P.M., Local Time, on (i) the Business Day 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 next Business Day following the day that such Borrower receives notice of such draft. Each such payment shall be made to the applicable such Issuing Lender, Lender at its address for notices specified herein, referred to herein in the currency in which such Letter of Credit draft is denominated payable (except that, in the case of any Letter of Credit denominated in any Designated Foreign Currency, in the event that such payment is not made to such Issuing Lender within three Business Days of the date of receipt by the Borrower Representative of such noticecurrency other than Dollars, upon notice by such Issuing Lender to the Borrower Representativeapplicable Borrower, such payment shall be made in Dollars, in an amount equal to Dollars from and after the Dollar Equivalent of date on which the amount of such payment shall have been converted on the date of such notice into Dollars at the Spot Exchange Rate of Exchange on such datedate of conversion, which date of conversion shall be selected by such Issuing Lender and may be any Business Day after the date on which such payment is due) and in immediately available funds, no later than 3:00 P.M., New York City time, . Interest shall be payable on any such amounts from the date on which the Borrower Representative receives such 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 2.12(b) and (y) thereafter, Section 2.12(c); provided, that if received prior to 11:00 A.M.any such amount is denominated in a currency other than Dollars for any period, New York City Timesuch interest shall be payable for such period at the Alternate Currency Overnight Rate. If, on as a Business Day result of fluctuations in the exchange rate between the Dollar 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 Swingline Loans or Canadian Prime Rate Loans in an equivalent amount and, to the extent so financedany Alternate Currency, the Borrowers’ amount of the L/C Obligations exceeds 105% of the L/C Commitment, then Company shall, or cause the applicable Borrower to, deposit, within three Business Days of demand by the Administrative Agent as cash collateral, an amount in Dollars equal to such excess. The obligation to make such payment deposit amounts shall be discharged absolute and replaced by the resulting ABR Loans or Swingline Loans or Canadian Prime Rate Loans. Any conversion by an Issuing Lender unconditional, without regard to whether any beneficiary of any payment such Letter of Credit has attempted to be made draw down all or a portion of such amount under the terms of a Letter of Credit. If (1) any Borrower was required to provide an amount of cash collateral hereunder as a result of the L/C Obligations exceeding the L/C Commitment due to fluctuations in the exchange rate between the Dollar and the Canadian Dollar, Euro, British Pound Sterling or any applicable Alternate Currency, as the case may be, (2) the L/C Obligations no longer exceed the L/C Commitment and (3) and the Borrower is not otherwise required to post cash collateral in respect of any Letter the Letters of Credit denominated in any Designated Foreign Currency into Dollars in accordance with this Subsection 3.5(a) hereunder which has not been posted, then the amount of such excess shall be conclusive and binding returned to such Borrower within five Business Days upon each Borrower and the applicable Revolving Credit Lenders in the absence of manifest error; provided that upon the request of the Borrower Representative or any Revolving Credit Lender, the applicable Issuing Lender shall provide to the Borrower Representative or Revolving Credit Lender a certificate including reasonably detailed information as to the calculation of such conversionBorrower.

Reimbursement Obligation of the Borrowers. (a) Each Borrower In order to induce the Acceptance Bank and the Issuing Bank to issue, extend and renew each Credit Instrument and the Lenders to participate therein, the Borrowers hereby agrees agree to reimburse or pay to the Acceptance Bank and the Issuing Bank, for the account of the Acceptance Bank, the Issuing Bank or the Lenders (as the case may be), with respect to each Issuing LenderCredit Instrument issued, upon receipt extended or renewed by the Borrower Representative of notice from Acceptance Bank or the applicable Issuing Lender of the Bank hereunder, except as otherwise expressly provided in ss.4.3(b) and (c), on each date and amount of a that any draft presented under any such Letter of Credit issued is honored by the Issuing Bank, or the Issuing Bank otherwise makes a payment with respect thereto, or, in the case of Bankers' Acceptances, on its behalf and the maturity date of such Bankers' Acceptances, (i) the amount paid by the Issuing Bank under or with respect to such Issuing Lender (an “L/C Disbursement”)Letter of Credit, for and, with respect to the Bankers' Acceptances, the amount of such draft so paid Bankers' Acceptances then maturing, and (ii) the amount of any taxes, fees, charges or other costs or and expenses reasonably whatsoever incurred by such the Acceptance Bank, the Issuing Bank or any Lender in connection with any payment made by the Acceptance Bank or the Issuing Bank under, or with respect to, such paymentCredit Instruments, upon the reduction (but not termination) of the Total Commitment to an amount less than the Maximum Drawing Amount plus the Acceptance Face Amount, plus all unpaid Reimbursement Obligations, an amount equal to such difference, which amount shall be held by the Acceptance Bank or the Issuing Bank (as the case may be) for the benefit of the Lenders, the Acceptance Bank and the Issuing Bank as cash collateral for all Reimbursement Obligations, and upon the termination of the Total Commitment, or the acceleration of the Reimbursement Obligations with respect to all Credit Instruments in accordance with ss.15, an amount equal to the then Maximum Drawing Amount on all Letters of Credit, plus the Acceptance Face Amount, which amount shall be held by the Acceptance Bank or the Issuing Bank (as the case may be) for the benefit of the Lenders, the Acceptance Bank and the Issuing Bank as cash collateral for all Reimbursement Obligations. Each such payment shall be made to the applicable Acceptance Bank or the Issuing Lender, at its address for notices specified herein, in the currency in which such Letter of Credit is denominated Bank (except that, in as the case of any Letter of Credit denominated in any Designated Foreign Currency, in the event that such payment is not made to such Issuing Lender within three Business Days of the date of receipt by the Borrower Representative of such notice, upon notice by such Issuing Lender to the Borrower Representative, such payment shall be made in Dollars, in an amount equal to the Dollar Equivalent of the amount of such payment converted on the date of such notice into Dollars may be) at the Spot Rate of Exchange on such date) and Acceptance Bank's or the Issuing Bank's head office in immediately available funds, no later than 3:00 P.M., New York City time, . Interest on any and all amounts remaining unpaid by the Borrowers under this ss.4.3 at any time from the date on which the Borrower Representative receives such noticeamounts become due and payable (whether as stated in this ss.4.3, if received prior to 11:00 A.M., New York City Time, on a Business Day and by acceleration or 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 ) until payment in accordance with Subsection 2.2 that such payment be financed with ABR Loans full (whether before or Swingline Loans or Canadian Prime Rate Loans in an equivalent amount and, to the extent so financed, the Borrowers’ obligation to make such payment shall be discharged and replaced by the resulting ABR Loans or Swingline Loans or Canadian Prime Rate Loans. Any conversion by an Issuing Lender of any payment to be made in respect of any Letter of Credit denominated in any Designated Foreign Currency into Dollars in accordance with this Subsection 3.5(aafter judgment) shall be conclusive and binding upon each Borrower and payable to Acceptance Bank or the applicable Revolving Credit Lenders Issuing Bank on demand at the rate specified in ss.5.10 for overdue principal on the absence of manifest error; provided that upon the request of the Borrower Representative or any Revolving Credit Lender, the applicable Issuing Lender shall provide to the Borrower Representative or Revolving Credit Lender a certificate including reasonably detailed information as to the calculation of such conversionLoans.

Reimbursement Obligation of the Borrowers. (a) Each Borrower hereby agrees to reimburse each Issuing Lender, upon receipt by the such Borrower Representative of notice from the applicable Issuing Lender of the date and amount of a draft presented under any Letter of Credit issued on its behalf and paid by such Issuing Lender (an “L/C Disbursement”)Lender, for the amount of such draft so paid and any taxes, fees, charges or other costs or expenses reasonably incurred by such Issuing Lender in connection with such payment. Each such payment shall be made to the applicable Issuing Lender, at its address for notices specified herein, herein in the currency in which such Letter of Credit is denominated (except that, in the case of any Letter of Credit denominated in any Designated Foreign Currency, in the event that such payment is not made to such Issuing Lender within three Business Days of the date of receipt by the such Borrower Representative of such notice, upon notice by such Issuing Lender to the Borrower Representativesuch Borrower, such payment shall be made in Dollars, in an amount equal to the Dollar Equivalent of the amount of such payment converted on the date of such notice into Dollars at the Spot Rate of Exchange on such date) and in immediately available funds, no later than 3:00 P.M., New York City time, on the date on which the such Borrower Representative receives such notice, if received prior to 11:00 A.M., New York City Timetime, on a Business Day and otherwise, no later than 3:00 P.M., New York City time, otherwise 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 Swingline Loans or Canadian Prime Rate Loans in an equivalent amount and, to the extent so financed, the Borrowers’ obligation to make such payment shall be discharged and replaced by the resulting ABR Loans or Swingline Loans or Canadian Prime Rate Loans. Any conversion by an Issuing Lender of any payment to be made in respect of any Letter of Credit denominated in any Designated Foreign Currency into Dollars in accordance with this Subsection subsection 3.5(a) shall be conclusive and binding upon each Borrower and the applicable Revolving Credit Lenders in the absence of manifest error; provided that upon the request of the U.S. Borrower Representative, the Canadian Borrower Representative or any Revolving Credit Lender, the applicable Issuing Lender shall provide to the U.S. Borrower Representative, the Canadian Borrower Representative or Revolving Credit Lender a certificate including reasonably detailed information as to the calculation of such conversion.

Reimbursement Obligation of the Borrowers. (a) Each Issuing Lender shall promptly notify the Borrower Representative of any presentation of a draft 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 Issuing Lender of the date and the Dollar Equivalent of the amount of a draft presented under any Letter of Credit issued on its behalf and paid by such Issuing Lender (an “L/C Disbursement”), for the amount of such draft so paid and any taxes, fees, charges or other costs or expenses reasonably incurred by such Issuing Lender in connection with such payment. Each such payment shall be made to the applicable Issuing Lender, at its address for notices specified herein, in the currency in which such Letter of Credit is denominated (except that, in the case of any Letter of Credit denominated in any Designated Foreign Currency, in the event that such payment is not made to such Issuing Lender within three Business Days of the date of receipt by the Borrower Representative of such notice, upon notice by such Issuing Lender to the Borrower Representative, such payment shall be made in Dollars, in an amount equal to the Dollar Equivalent of the amount of such payment converted on the date of such notice into Dollars at the Spot Rate of Exchange on such date) and in immediately available funds, no later than 3:00 P.M., New York City time, on the date which is one Business Day (or, if the Facility is fully drawn on such 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 11:00 A.M., New York City Timetime, 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 applicable 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 Swingline Loans or Canadian Prime Rate Loans in an equivalent amount and, to the extent so financed, the applicable Borrowers’ obligation to make such payment shall be discharged and replaced by the resulting ABR Loans or Swingline Loans or Canadian Prime Rate Loans. Any conversion by an Issuing Lender In the case of any payment such reimbursement in Dollars with respect to be made in respect of any a Letter of Credit denominated in any Designated Foreign Currency into Dollars in accordance with this Subsection 3.5(a) shall be conclusive and binding upon each Borrower and the applicable Revolving Credit Lenders in the absence of manifest error; provided that upon the request of the Borrower Representative or any Revolving Credit LenderCanadian Dollars, the applicable Issuing Lender shall provide to notify the Borrower Representative or Revolving Credit Lender a certificate including reasonably detailed information as to of the calculation Dollar Equivalent of such conversionthe amount of the draft so paid promptly following determination thereof.

Reimbursement Obligation of the Borrowers. (a) Each Issuing Lender shall promptly notify the Borrower Representative of any presentation of a draft 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 Issuing Lender of the date and the Dollar Equivalent of the amount of a draft presented under any Letter of Credit issued on its behalf and paid by such Issuing Lender (an “L/C Disbursement”), for the amount of such draft so paid and any taxes, fees, charges or other costs or expenses reasonably incurred by such Issuing Lender in connection with such payment. Each such payment shall be made to the applicable Issuing Lender, at its address for notices specified herein, in the currency in which such Letter of Credit is denominated (except that, in the case of any Letter of Credit denominated in any Designated Foreign Currency, in the event that such payment is not made to such Issuing Lender within three Business Days of the date of receipt by the Borrower Representative of such notice, upon notice by such Issuing Lender to the Borrower Representative, such payment shall be made in Dollars, in an amount equal to the Dollar Equivalent of the amount of such payment converted on the date of such notice into Dollars at the Spot Rate of Exchange on such date) and in immediately available funds, no later than 3:00 P.M., New York City time, on the date which is one Business Day (or, if the Facility is fully drawn on such 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 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 Swingline Loans or Canadian Prime Rate Loans in an equivalent amount and, to the extent so financed, the Borrowers’ obligation to make such payment shall be discharged and replaced by the resulting ABR Loans or Swingline Loans or Canadian Prime Rate Loans. Any conversion by an Issuing Lender In the case of any payment such reimbursement in Dollars with respect to be made in respect of any a Letter of Credit denominated in any Designated Foreign Currency into Dollars in accordance with this Subsection 3.5(a) shall be conclusive and binding upon each Borrower and the applicable Revolving Credit Lenders in the absence of manifest error; provided that upon the request of the Borrower Representative or any Revolving Credit LenderCanadian Dollars, the applicable Issuing Lender Bank shall provide to notify the Borrower Representative or Revolving Credit Lender a certificate including reasonably detailed information as to of the calculation Dollar Equivalent of such conversionthe amount of the draft so paid promptly following determination thereof.

Reimbursement Obligation of the Borrowers. (a) Each Issuing Lender shall promptly notify the Parent Borrower of any presentation of a draft under any Letter of Credit. Each Borrower hereby agrees to reimburse each Issuing Lender, upon receipt by the such Borrower Representative of notice from the applicable Issuing Lender of the date and amount of a draft presented under any Letter of Credit issued on its behalf and paid by such Issuing Lender (an “L/C Disbursement”)Lender, for the amount of such draft so paid and any taxes, fees, charges or other costs or expenses reasonably incurred by such Issuing Lender in connection with such payment. Each such payment shall be made to the applicable Issuing Lender, at its address for notices specified herein, herein in the currency in which such Letter of Credit is denominated (except that, in the case of any Letter of Credit denominated in any Designated Foreign Currency, in the event that such payment is not made to such Issuing Lender within three Business Days of the date of receipt by the Borrower Representative of such notice, upon notice by such Issuing Lender to the Borrower Representative, such payment shall be made or in Dollars, in an amount equal to the Dollar Equivalent of the amount of such payment converted on the date of such notice into Dollars at the Spot Rate of Exchange on such date) Exchange, and in immediately available funds, no later than 3:00 P.M., New York City time, on the date on which the such Borrower Representative receives such notice, if received prior to 11:00 A.M., New York City Timetime, on a Business Day and otherwise, no later than 3:00 P.M., New York City time, otherwise 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 Swingline Loans or Canadian Prime Rate Loans in an equivalent amount and, to the extent so financed, the Borrowers’ obligation to make such payment shall be discharged and replaced by the resulting ABR Loans or Swingline Loans or Canadian Prime Rate Loans. Any conversion by an Issuing Lender of any payment to be made in respect of any Letter of Credit denominated in any Designated Foreign Currency into Dollars in accordance with this Subsection Section 3.5(a) shall be conclusive and binding upon each Borrower and the applicable Revolving Credit Lenders in the absence of manifest error; provided that upon the request of the a Borrower Representative or any Revolving Credit Lender, the applicable Issuing Lender shall provide to the such Borrower Representative or Revolving Credit Lender a certificate including reasonably detailed information as to the calculation of such conversion.

Reimbursement Obligation of the Borrowers. (a) Each Issuing Lender shall promptly notify the Parent Borrower of any presentation of a draft under any Letter of Credit. Each Borrower hereby agrees to reimburse each Issuing Lender, upon receipt by the such Borrower Representative of notice from the applicable Issuing Lender of the date and amount of a draft presented under any Letter of Credit issued on its behalf and paid by such Issuing Lender (an “L/C Disbursement”)Lender, for the amount of such draft so paid and any taxes, fees, charges or other costs or expenses reasonably incurred by such Issuing Lender in connection with such payment. Each such payment shall be made to the applicable Issuing Lender, at its address for notices specified herein, herein in the currency in which such Letter of Credit is denominated (except that, (i) in the case of any Letter of Credit denominated in any Designated Foreign Currency, Australian dollars or New Zealand dollars or (ii) in the event that such payment is not made to such Issuing Lender within three Business Days of the date of receipt by the such Borrower Representative of such notice, upon notice by such Issuing Lender to such Borrower, in the Borrower Representativecase of any Letters of Credit denominated in any other Designated Foreign Currency, then such payment payment, in the case of either of the foregoing clause (i) may, or in the case of the foregoing clause (ii), shall be made in Dollars, in an amount equal to the Dollar Equivalent of the amount of such payment converted on the date of such notice into Dollars at the Spot Rate of Exchange on such date) and in immediately available funds, no later than 3:00 P.M., New York City time, on the date on which the such Borrower Representative receives such notice, if received prior to 11:00 A.M., New York City Timetime, on a Business Day and otherwise, no later than 3:00 P.M., New York City time, otherwise 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 Swingline Loans or Canadian Prime Rate Loans in an equivalent amount and, to the extent so financed, the Borrowers’ obligation to make such payment shall be discharged and replaced by the resulting ABR Loans or Swingline Loans or Canadian Prime Rate Loans. Any conversion by an Issuing Lender of any payment to be made in respect of any Letter of Credit denominated in any Designated Foreign Currency into Dollars in accordance with this Subsection Section 3.5(a) shall be conclusive and binding upon each Borrower and the applicable Revolving Credit Lenders in the absence of manifest error; provided that upon the request of the a Borrower Representative or any Revolving Credit Lender, the applicable Issuing Lender shall provide to the such Borrower Representative or Revolving Credit Lender a certificate including reasonably detailed information as to the calculation of such conversion.

Reimbursement Obligation of the Borrowers. (a) Each Issuing Lender shall promptly notify the Borrower Representative of any 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 notice from the applicable Issuing Lender of the date and the amount of a draft drawing presented under any Letter of Credit issued on its behalf and paid by such Issuing Lender (an “L/C Disbursement”), for the amount of such draft drawing so paid and any taxes, fees, charges or other costs or expenses reasonably incurred by such Issuing Lender in connection with such payment. Each such payment shall be made to the applicable Issuing Lender, at its address for notices specified herein, in the currency in which such Letter of Credit is denominated (except that, in the case of any Letter of Credit denominated in any Designated Foreign Currency, in the event that such payment is not made to such Issuing Lender within three Business Days of the date of receipt by the Borrower Representative of such notice, upon notice by such Issuing Lender to the Borrower Representative, such payment shall be made in Dollars, in an amount equal to the Dollar Equivalent of the amount of such payment converted on the date of such notice into Dollars at the Spot Rate of Exchange on such date) and in immediately available funds, no later than 3:00 P.M., New York City time, on the date which is one Business Day (or, if the Facility is fully drawn on such 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 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 Swingline Loans or Canadian Prime Rate Loans in an equivalent amount and, to the extent so financed, the Borrowers’ obligation to make such payment shall be discharged and replaced by the resulting ABR Loans or Swingline Loans or Canadian Prime Rate Loans. Any conversion by an Issuing Lender of any payment to be made in respect of any Letter of Credit denominated in any Designated Foreign Currency into Dollars in accordance with this Subsection 3.5(a) shall be conclusive and binding upon each Borrower and the applicable Revolving Credit Lenders in the absence of manifest error; provided that upon the request of the Borrower Representative or any Revolving Credit Lender, the applicable Issuing Lender shall provide to the Borrower Representative or Revolving Credit Lender a certificate including reasonably detailed information as to the calculation of such conversion.

Reimbursement Obligation of the Borrowers. (a) Each Borrower hereby agrees to reimburse each Issuing Lender, upon receipt by the Bank on each date on which such Issuing Bank notifies such Borrower Representative of notice from the applicable Issuing Lender of the date and amount of a draft presented under any Letter of Credit issued on its behalf for the account of such Borrower (including, without limitation, any Existing Letter of Credit) and paid by such Issuing Lender (an “L/C Disbursement”), Bank for the amount of (a) such draft so paid and (b) any taxes (excluding net income taxes and franchise taxes), fees, charges or other costs or expenses reasonably incurred by such Issuing Lender Bank in connection with such paymentpayment (whether with its own funds or with the proceeds of Loans). Each such payment shall be made to the applicable such Issuing Lender, Bank at its address for notices specified herein, herein in lawful money of (x) the currency in which such Letter United States of Credit is denominated America (except that, in the case of any Letter payments made on Dollar-denominated Letters of Credit denominated in any Designated and payments on Foreign Currency, -denominated Letters of Credit made after any conversion pursuant to subsection 3.9(b)) or (y) the applicable foreign jurisdiction (in the event that such payment is not case of payments on Foreign Currency-denominated Letters of Credit made before any conversion pursuant to such Issuing Lender within three Business Days of the date of receipt by the Borrower Representative of such notice, upon notice by such Issuing Lender to the Borrower Representative, such payment shall be made in Dollars, in an amount equal to the Dollar Equivalent of the amount of such payment converted on the date of such notice into Dollars at the Spot Rate of Exchange on such datesubsection 3.9(b)) and in immediately available funds, no later than 3:00 P.M., New York City time, . Interest shall be payable on any and all amounts remaining unpaid by the applicable Borrower under this subsection from the date such amounts become payable (whether at stated maturity, by acceleration or otherwise) until payment in full at (i) the rate which would be payable on any overdue Revolving Credit Loans that are ABR Loans which were then overdue (in the Borrower Representative receives case of the Dollar-denominated Letters of Credit and, commencing with the date of any conversion pursuant to subsection 3.9(b), in the case of Foreign Currency-denominated Letters of Credit) or (ii) the rate which would reasonably and customarily be charged by such notice, if received Issuing Bank on outstanding Foreign Currency loans which were overdue (in the case of Foreign Currency-denominated Letters of Credit prior to 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 Swingline Loans or Canadian Prime Rate Loans in an equivalent amount and, to the extent so financed, the Borrowers’ obligation to make such payment shall be discharged and replaced by the resulting ABR Loans or Swingline Loans or Canadian Prime Rate Loans. Any conversion by an Issuing Lender date of any payment conversion pursuant to be made in respect of subsection 3.9(b)). Each drawing under any Letter of Credit denominated shall constitute a request by the applicable Borrower to the Administrative Agent for a borrowing pursuant to subsection 2.1 of ABR Loans in any Designated Foreign Currency into Dollars in accordance the amount of such drawing. The Borrowing Date with this Subsection 3.5(a) respect to such borrowing shall be conclusive and binding upon each Borrower and the applicable Revolving Credit Lenders in the absence of manifest error; provided that upon the request of the Borrower Representative or any Revolving Credit Lender, the applicable Issuing Lender shall provide to the Borrower Representative or Revolving Credit Lender a certificate including reasonably detailed information as to the calculation date of such conversiondrawing.

Reimbursement Obligation of the Borrowers. (a) Each Issuing Lender shall promptly notify the Borrower Representative and the Administrative Agent of any presentation of a draft 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 Issuing Lender of the date and amount of a draft presented under any Letter of Credit issued on its behalf and paid by such Issuing Lender (an “L/C Disbursement”), for the amount of such draft so paid and any taxes, fees, charges or other costs or expenses reasonably incurred by such Issuing Lender in connection with such payment. Each such payment shall be made to the applicable Issuing Lender, at its address for notices specified herein, in the currency in which such Letter of Credit is denominated (except that, in the case of any Letter of Credit denominated in any Designated Foreign Currency, in the event that such payment is not made to such Issuing Lender within three Business Days of the date of receipt by the Borrower Representative of such notice, upon notice by such Issuing Lender to the Borrower Representative, such payment shall be made in Dollars, in an amount equal to the Dollar Equivalent of the amount of such payment converted on the date of such notice into Dollars at the Spot Rate of Exchange on such date) and in immediately available funds, no later than 3:00 P.M., New York City time, on the date which is one (1) Business Day (or, if the Facility is fully drawn on such 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 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 subsection 2.2 that such payment be financed with ABR Loans or Swingline Loans or Canadian Prime Rate Loans in an equivalent amount and, to the extent so financed, the Borrowers’ obligation to make such payment shall be discharged and replaced by the resulting ABR Loans or Swingline Loans or Canadian Prime Rate Loans. Any conversion by an Issuing Lender of any payment to be made in respect of any Letter of Credit denominated in any Designated Foreign Currency into Dollars in accordance with this Subsection 3.5(a) shall be conclusive and binding upon each Borrower and the applicable Revolving Credit Lenders in the absence of manifest error; provided that upon the request of the Borrower Representative or any Revolving Credit Lender, the applicable Issuing Lender shall provide to the Borrower Representative or Revolving Credit Lender a certificate including reasonably detailed information as to the calculation of such conversion.

Reimbursement Obligation of the Borrowers. (a) Each Borrower hereby of the Borrowers agrees to reimburse each the Issuing Lender, upon receipt by the Parent Borrower Representative of notice from the applicable Issuing Lender of the date and amount of a draft presented under any Letter of Credit issued on its behalf for the account of such Borrower and paid by such the Issuing Lender (an “L/C Disbursement”)Lender, for the amount of (i) such draft so paid and (ii) any taxes, fees, charges or other costs or expenses reasonably incurred by such the Issuing Lender in connection with such payment. Each such payment shall be made to the applicable Issuing Lender, at its address for notices specified herein, herein in the currency in which such Letter of Credit is denominated (except that, in the case of any Letter of Credit denominated in any Designated Foreign Currency, in the event that such payment is not made to such the Issuing Lender within three Business Days of the date of receipt by the Parent Borrower Representative of such notice, upon notice by such the Issuing Lender to the Borrower RepresentativeParent Borrower, such payment shall be made in Dollars, in an amount equal to the Dollar Equivalent of the amount of such payment converted on the date of such notice into Dollars at the Spot Rate of Exchange on such date) and in immediately available funds, no later than 3:00 P.M., New York City time, on the date on which the Parent Borrower Representative (on behalf of itself or such Borrower, as the case may be) receives such notice, if received prior to 11:00 A.M., New York City Timetime, on a Business Day and otherwise, no later than 3:00 P.M., New York City time, otherwise 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 Swingline Loans or Canadian Prime Rate Loans in an equivalent amount and, to the extent so financed, the Borrowers’ obligation to make such payment shall be discharged and replaced by the resulting ABR Loans or Swingline Loans or Canadian Prime Rate Loans. Any conversion by an the Issuing Lender of any payment to be made by any Borrower in respect of any Letter of Credit denominated in any Designated Foreign Currency into Dollars in accordance with this Subsection subsection 3.5(a) shall be conclusive and binding upon each such Borrower and the applicable Revolving Credit Lenders in the absence of manifest error; provided that upon the request of the any Borrower Representative or any Revolving Credit Lender, the applicable Issuing Lender shall provide to the such Borrower Representative or Revolving Credit Lender a certificate including reasonably detailed information as to the calculation of such conversion.

Reimbursement Obligation of the Borrowers. (ai) The Issuing Bank shall, upon receipt from the beneficiary of any Letter of Credit of any notice of a drawing under such Letter of Credit, notify the Borrower Representative and the Administrative Agent thereof. Each Borrower hereby agrees to reimburse each the Issuing Lender, Bank (through the Administrative Agent) upon receipt by the Borrower Representative of notice from the applicable Issuing Lender Bank of the date and amount of a draft presented under any Letter of Credit issued on its behalf and paid by such the Issuing Lender (an “L/C Disbursement”)Bank, for the amount of such draft so paid and any taxes, fees, charges or other costs or expenses reasonably incurred by such the Issuing Lender Bank in connection with such payment. Each such payment shall be made to the applicable Administrative Agent for the account of the Issuing Lender, Bank at its address for notices specified herein, herein in the currency in which such Letter of Credit is denominated (except that, in the case of any Letter of Credit denominated in any Designated Foreign Currency, in the event that such payment is not made to such the Issuing Lender Bank within three one Business Days Day of the date of receipt by the Borrower Representative of such notice, upon notice by such the Issuing Lender Bank to the Borrower Representative, such payment shall be made in DollarsEuro, in an amount equal to the Dollar Euro Equivalent of the amount of such payment converted on the date of such notice into Dollars Euro at the Spot Rate of Exchange on such date) and in immediately available funds, no later than 3:00 P.M., New York City time, on the next succeeding Business Day after the date on which the Borrower Representative receives such notice, if received prior to 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 Swingline Loans or Canadian Prime Rate Loans in an equivalent amount and, to the extent so financed, the Borrowers’ obligation to make such payment shall be discharged and replaced by the resulting ABR Loans or Swingline Loans or Canadian Prime Rate Loans. Any conversion by an the Issuing Lender Bank of any payment to be made in respect of any Letter of Credit denominated in any Designated Foreign Currency into Dollars Euro in accordance with this Subsection 3.5(a2.6(e)(i) shall be conclusive and binding upon each the applicable Borrower and the applicable Revolving Credit Lenders in the absence of manifest error; provided that upon the request of the Borrower Representative or any Revolving Credit Lender, the applicable Issuing Lender Bank shall provide to the Borrower Representative or Revolving Credit such Lender a certificate including reasonably detailed information as to the calculation of such conversion.

Reimbursement Obligation of the Borrowers. (a) Each Issuing Lender shall promptly notify the Borrower Representative of any presentation of a draft 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 Issuing Lender of the date and the Dollar Equivalent of the amount of a draft presented under any Letter of Credit issued on its behalf and paid by such Issuing Lender (an “L/C Disbursement”), for the amount of such draft so paid and any taxesNon-Excluded Taxes, fees, charges or other costs or expenses reasonably incurred by such Issuing Lender in connection with such payment. Each such payment shall be made to the applicable Issuing Lender, at its address for notices specified herein, in the currency in which such Letter of Credit is denominated (except that, in the case of any Letter of Credit denominated in any Designated Foreign Currency, in the event that such payment is not made to such Issuing Lender within three Business Days of the date of receipt by the Borrower Representative of such notice, upon notice by such Issuing Lender to the Borrower Representative, such payment shall be made in Dollars, in an amount equal to the Dollar Equivalent of the amount of such payment converted on the date of such notice into Dollars at the Spot Rate of Exchange on such date) and in immediately available funds, no later than 3:00 P.M., New York City time, on the date which is one Business Day (or, if the Facility is fully drawn on such 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 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 Swingline Loans or Canadian Prime Rate Loans in an equivalent amount and, to the extent so financed, the Borrowers’ obligation to make such payment shall be discharged and replaced by the resulting ABR Loans or Swingline Loans or Canadian Prime Rate Loans. Any conversion by an Issuing Lender In the case of any payment such reimbursement in Dollars with respect to be made in respect of any a Letter of Credit denominated in any Designated Approved Foreign Currency into Dollars in accordance with this Subsection 3.5(a) shall be conclusive and binding upon each Borrower and the applicable Revolving Credit Lenders in the absence of manifest error; provided that upon the request of the Borrower Representative or any Revolving Credit LenderCurrency, the applicable Issuing Lender shall provide to notify the Borrower Representative or Revolving Credit Lender a certificate including reasonably detailed information as to of the calculation Dollar Equivalent of such conversionthe amount of the draft so paid promptly following determination thereof.

Reimbursement Obligation of the Borrowers. (a) Each Issuing Lender shall promptly notify the Parent Borrower of any presentation of a draft under any Letter of Credit. Each Borrower hereby agrees to reimburse each Issuing Lender, upon receipt by the such Borrower Representative of notice from the applicable Issuing Lender of the date and amount of a draft presented under any Letter of Credit issued on its behalf and paid by such Issuing Lender (an “L/C Disbursement”)Lender, for the amount of such draft so paid and any taxes, fees, charges or other costs or expenses reasonably incurred by such Issuing Lender in connection with such payment. Each such payment shall be made to the applicable Issuing Lender, at its address for notices specified herein, herein in the currency in which such Letter of Credit is denominated (except that, (i) in the case of any Letter of Credit denominated in any Designated Foreign Currency, Australian dollars or New Zealand dollars or (ii) in the event that such payment is not made to such Issuing Lender within three Business Days of the date of receipt by the such Borrower Representative of such notice, upon notice by such Issuing Lender to such Borrower, in the Borrower Representativecase of any Letters of Credit denominated in any other Designated Foreign Currency, then such payment payment, in the case of either of the foregoing clause (i) may, or in the case of the foregoing clause (ii), shall be made in Dollars, in an amount equal to the Dollar Equivalent of the amount of such payment converted on the date of such notice into Dollars at the Spot Rate of Exchange on such date) and in immediately available funds, no later than 3:00 P.M., New York City time, on the date on which the such Borrower Representative receives such notice, if received prior to 11:00 A.M., New York City Timetime, on a Business Day and otherwise, no later than 3:00 P.M., New York City time, otherwise 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 Swingline Loans or Canadian Prime Rate Loans in an equivalent amount and, to the extent so financed, the Borrowers’ obligation to make such payment shall be discharged and replaced by the resulting ABR Loans or Swingline Loans or Canadian Prime Rate Loans. Any conversion by an Issuing Lender of any payment to be made in respect of any Letter of Credit denominated in any Designated Foreign Currency into Dollars in accordance with this Subsection Section 3.5(a) shall be conclusive and binding upon each Borrower and the applicable Revolving Credit Lenders in the absence of manifest error; provided that upon the request of the a Borrower Representative or any Revolving Credit Lender, the applicable Issuing Lender shall provide to the such Borrower Representative or Revolving Credit Lender a certificate including reasonably detailed information as to the calculation of such conversion.. 117

Reimbursement Obligation of the Borrowers. (a) Each Borrower hereby agrees to reimburse each Issuing Lender, upon receipt by Lender on the Borrower Representative of notice from Business Day following the applicable date on which such Issuing Lender notifies such Borrower of the date and amount of a draft presented under any Letter of Credit issued on its behalf by such Issuing Lending at such Borrower's request and paid by such Issuing Lender (an “L/C Disbursement”), for the amount of (a) such draft so paid and (b) any taxes, fees, charges or other costs or expenses reasonably incurred by such Issuing Lender in connection with such paymentpayment (the amounts described in the foregoing clauses (a) and (b) in respect of any drawing, collectively, the "Payment Amount"). Each such payment shall be made to the applicable such Issuing Lender, Lender at its address for notices specified herein, to such Borrower in the currency in which such Letter of Credit is denominated (except that, in the case of any Letter of Credit denominated in any Designated Foreign CurrencyCDN Dollars, in the event that such payment is not made to such the relevant Issuing Lender within three Business Days of the date of receipt by the Borrower Representative of when such noticepayment is due, upon notice by such Issuing Lender to the Borrower Representativerelevant Borrower, such payment shall be made in Dollars, in an amount equal to the US Dollar Equivalent Amount of the amount of such payment converted on the date of such notice into Dollars at the Spot Rate of Exchange on such datepayment) and in immediately available funds, no later than 3:00 P.M., New York City time, . Interest shall be payable on any such amounts from the date on which the Borrower Representative receives such relevant draft is paid until payment in full at a rate equal to (i) until the second Business Day next succeeding the date of the relevant notice, if received prior (A) the rate applicable to 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 Swingline Loans or Canadian Prime Rate Loans under the Revolving Facility (in an equivalent amount and, to the extent so financed, the Borrowers’ obligation to make such payment shall be discharged and replaced by the resulting ABR Loans or Swingline Loans or Canadian Prime Rate Loans. Any conversion by an Issuing Lender case of any payment to be made in respect of any Letter Letters of Credit denominated in any Designated Foreign Currency into Dollars in accordance with this Subsection 3.5(aDollars) shall be conclusive and binding upon each Borrower and or (B) the rate applicable to CDN Prime Loans under the Revolving Credit Lenders Facility (in the absence case of manifest error; provided that upon the request Letters of the Borrower Representative or any Revolving Credit Lenderdenominated in CDN Dollars) and (ii) thereafter, the applicable Issuing Lender shall provide to the Borrower Representative or Revolving Credit Lender a certificate including reasonably detailed information as to the calculation of such conversionrate set forth in Section 2.15(e).

Reimbursement Obligation of the Borrowers. (a) Each Issuing Lender shall promptly notify the Borrower Representative and the Administrative Agent of any presentation of a draft 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 Issuing Lender of the date and amount of a draft presented under any Letter of Credit issued on its behalf and paid by such Issuing Lender (an “L/C Disbursement”), for the amount of such draft so paid and any taxes, fees, charges or other costs or expenses reasonably incurred by such Issuing Lender in connection with such payment. Each such payment shall be made to the applicable Issuing Lender, at its address for notices specified herein, in the currency in which such Letter of Credit is denominated (except that, in the case of any Letter of Credit denominated in any Designated Foreign Currency, in the event that such payment is not made to such Issuing Lender within three Business Days of the date of receipt by the Borrower Representative of such notice, upon notice by such Issuing Lender to the Borrower Representative, such payment shall be made in Dollars, in an amount equal to the Dollar Equivalent of the amount of such payment converted on the date of such notice into Dollars at the Spot Rate of Exchange on such date) and in immediately available funds, no later than 3:00 P.M., New York City time, on the date which is one Business Day (or, if the Facility is fully drawn on such 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 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 subsection 2.2 that such payment be financed with ABR Loans or Swingline Loans or Canadian Prime Rate Loans in an equivalent amount and, to the extent so financed, the Borrowers’ obligation to make such payment shall be discharged and replaced by the resulting ABR Loans or Swingline Loans or Canadian Prime Rate Loans. Any conversion by an Issuing Lender of any payment to be made in respect of any Letter of Credit denominated in any Designated Foreign Currency into Dollars in accordance with this Subsection 3.5(a) shall be conclusive and binding upon each Borrower and the applicable Revolving Credit Lenders in the absence of manifest error; provided that upon the request of the Borrower Representative or any Revolving Credit Lender, the applicable Issuing Lender shall provide to the Borrower Representative or Revolving Credit Lender a certificate including reasonably detailed information as to the calculation of such conversion.