Common use of Reimbursement Clause in Contracts

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

Reimbursement. If an the Issuing Bank shall make any LC Disbursement in respect of a Letter of Credit, (i) the applicable Account Party Borrowers shall reimburse such LC Disbursement by paying to such Issuing Bank the Administrative Agent an amount equal to such LC Disbursement not later than 12:00 noon11:00 a.m., New York City Chicago time, on the date that such LC Disbursement is made, if such Account Party the Borrower Representative shall have received notice of such LC Disbursement prior to 10:00 9:00 a.m., New York City Chicago time, on such date, or, if such notice has not been received by such Account Party the Borrower Representative prior to such time on such date, then not later than 12:00 noon11:00 a.m., New York City Chicago time, on (A) the Business Day that such Account Party receives such notice, if such notice is received prior to 10:00 a.m., New York City time, on the day of receipt, or (B) the Business Day immediately following the day that such Account Party the Borrower Representative receives such notice, if such notice is not received prior to such time on the day of receipt; provided that, if such LC Disbursement is not less than $10,000,000, that the Parent Borrower Borrowers may, subject to the conditions to borrowing set forth herein, request in accordance with Section 2.03 or 2.04 2.05 that such payment be financed with an ABR Revolving Borrowing by the Parent Borrower or a Swingline Loan to the Parent Borrower in an equivalent amount and, to the extent so financed, such Account Party’s the Borrowers’ obligation to make such payment shall be discharged and replaced by the resulting ABR Revolving Borrowing or Swingline Loan; or (ii) such Issuing Bank may, if arrangements to do so have been agreed upon in writing by the Parent Borrower, a Borrowing Subsidiary or an Account Party and such Issuing Bank, obtain reimbursement of such LC Disbursement by debiting directly from an account of the Parent Borrower, such Borrowing Subsidiary or such Account Party maintained with such Issuing Bank (or one of its Affiliates) an amount equal to such LC Disbursement; provided that the foregoing shall not be construed to prevent the applicable Account Party from reimbursing LC Disbursements of an Issuing Bank in accordance with alternate procedures agreed upon with such Issuing Bank, so long as such reimbursements are made no later than required under clause (i) above. If such Account Party fails the Borrowers fail to make such payment when due or the applicable Issuing Bank is unable to debit the designated account of the Parent Borrowerdue, the relevant Borrowing Subsidiary or the relevant Account Party for the full amount of the LC Disbursement, in each case as provided in the preceding sentence, the applicable Issuing Bank shall notify the LC Agent (and upon receipt of such notice the LC Administrative Agent shall notify each Lender and the Administrative Agent) of the applicable LC Disbursement, the payment then due from such Account Party the Borrowers in respect thereof and (in the case of such notice from the LC Agent to each Lender) such Lender’s Applicable Percentage thereof. Promptly following receipt of such notice, each Lender shall pay to the Administrative Agent its Applicable Percentage of the payment then due from such Account Party (the “Participation Amount”)Borrowers, in the same manner as provided in Section 2.06 2.07 with respect to Loans made by such Lender (and Section 2.06 2.07 shall apply, mutatis mutandis, to the payment obligations of the Lenders), and the Administrative Agent shall promptly pay to the applicable Issuing Bank the amounts so received by it from the Lenders. Promptly following receipt by the Administrative Agent of any payment from such Account Party the Borrowers pursuant to this paragraph, the Administrative Agent shall distribute such payment to the applicable Issuing Bank or, to the extent that Lenders have made payments pursuant to this paragraph to reimburse such the Issuing Bank, then to such Lenders and such the Issuing Bank as their interests may appear. Any payment made by a Lender pursuant to this paragraph to reimburse an the Issuing Bank for any LC Disbursement (other than the funding of ABR Revolving Loans or a Swingline Loan as contemplated above) shall not constitute a Loan and shall not relieve such Account Party the Borrowers of its their obligation to reimburse such LC Disbursement.

Reimbursement. If an the Issuing Bank shall make any LC Disbursement in respect of a Letter of Credit, (i) the applicable Account Party Borrowers shall reimburse such LC Disbursement by paying to such Issuing Bank the Administrative Agent an amount equal to such LC Disbursement (i) not later than 12:00 noon11:00 a.m., New York City Chicago time, on the date that such LC Disbursement is made, if such Account Party the Borrower Representative shall have received notice of such LC Disbursement prior to 10:00 9:00 a.m., New York City Chicago time, on such date, or, (ii) if such notice has not been received by such Account Party the Borrower Representative prior to such time on such date, then not later than 12:00 noon11:00 a.m., New York City Chicago time, on (A) the Business Day that such Account Party the Borrower Representative receives such notice, if such notice is received prior to 10:00 9:00 a.m., New York City Chicago time, on the day of receipt, or (B) the Business Day immediately following the day that such Account Party the Borrower Representative receives such notice, if such notice is not received prior to such time on the day of receipt; provided that, if such LC Disbursement is not less than $10,000,000, that the Parent Borrower Borrowers may, subject to the conditions to borrowing set forth herein, request in accordance with Section 2.03 or 2.04 2.05 that such payment be financed with an ABR Revolving Borrowing by the Parent Borrower or a Swingline Loan to the Parent Borrower in an equivalent amount and, to the extent so financed, such Account Party’s the Borrowers’ obligation to make such payment shall be discharged and replaced by the resulting ABR Revolving Borrowing or Swingline Loan; or (ii) such Issuing Bank may, if arrangements to do so have been agreed upon in writing by the Parent Borrower, a Borrowing Subsidiary or an Account Party and such Issuing Bank, obtain reimbursement of such LC Disbursement by debiting directly from an account of the Parent Borrower, such Borrowing Subsidiary or such Account Party maintained with such Issuing Bank (or one of its Affiliates) an amount equal to such LC Disbursement; provided that the foregoing shall not be construed to prevent the applicable Account Party from reimbursing LC Disbursements of an Issuing Bank in accordance with alternate procedures agreed upon with such Issuing Bank, so long as such reimbursements are made no later than required under clause (i) above. If such Account Party fails the Borrowers fail to make such payment when due or the applicable Issuing Bank is unable to debit the designated account of the Parent Borrowerdue, the relevant Borrowing Subsidiary or the relevant Account Party for the full amount of the LC Disbursement, in each case as provided in the preceding sentence, the applicable Issuing Bank shall notify the LC Agent (and upon receipt of such notice the LC Administrative Agent shall notify each Revolving Lender and the Administrative Agent) of the applicable LC Disbursement, the payment then due from such Account Party the Borrowers in respect thereof and (in the case of such notice from the LC Agent to each Lender) such Lender’s Applicable Percentage thereof. Promptly following receipt of such notice, each Revolving Lender shall pay to the Administrative Agent its Applicable Percentage of the payment then due from such Account Party (the “Participation Amount”)Borrowers, in the same manner as provided in Section 2.06 2.07 with respect to Loans made by such Lender (and Section 2.06 2.07 shall apply, mutatis mutandis, to the payment obligations of the Revolving Lenders), and the Administrative Agent shall promptly pay to the applicable Issuing Bank the amounts so received by it from the Revolving Lenders. Promptly following receipt by the Administrative Agent of any payment from such Account Party the Borrowers pursuant to this paragraph, the Administrative Agent shall distribute such payment to the applicable Issuing Bank or, to the extent that Revolving Lenders have made payments pursuant to this paragraph to reimburse such the Issuing Bank, then to such Lenders and such the Issuing Bank as their interests may appear. Any payment made by a Revolving Lender pursuant to this paragraph to reimburse an the Issuing Bank for any LC Disbursement (other than the funding of ABR Revolving Loans or a Swingline Loan as contemplated above) shall not constitute a Loan and shall not relieve such Account Party the Borrowers of its their obligation to reimburse such LC Disbursement.

Reimbursement. If an any Issuing Bank shall make any LC Disbursement in respect of a Letter of Credit, (i) the applicable Account Party Borrower shall reimburse such LC Disbursement by paying to such Issuing Bank the Administrative Agent an amount equal to such LC Disbursement not later than 12:00 noon5:00 p.m., New York City time, on the date that such LC Disbursement is made, if such Account Party the Borrower shall have received notice of such LC Disbursement prior to 10:00 a.m., New York City time, on such date, or, if such notice has not been received by such Account Party the Borrower prior to such time on such date, then not later than 12:00 noon5:00 p.m., New York City time, on (Ai) the Business Day that such Account Party the Borrower receives such notice, if such notice is received prior to 10:00 a.m., New York City time, on the day of receipt, or (Bii) the Business Day immediately following the day that such Account Party the Borrower receives such notice, if such notice is not received prior to such time on the day of receipt; provided that, if such LC Disbursement is not less than $10,000,000, that the Parent Borrower may, at its election and subject to the conditions to borrowing set forth herein, request in accordance with Section 2.03 or 2.04 Section 2.04, as applicable, that such payment be financed with an ABR Revolving Borrowing by the Parent Borrower (if such LC Disbursement is not less than $1,000,000) or a Swingline Loan to the Parent Borrower in an equivalent amount and, to the extent so financed, such Account Partythe Borrower’s obligation to make such payment shall be discharged and replaced by the resulting ABR Revolving Borrowing or Swingline Loan; or (ii) such Issuing Bank may, if arrangements to do so have been agreed upon in writing by the Parent Borrower, a Borrowing Subsidiary or an Account Party and such Issuing Bank, obtain reimbursement of such LC Disbursement by debiting directly from an account of the Parent Borrower, such Borrowing Subsidiary or such Account Party maintained with such Issuing Bank (or one of its Affiliates) an amount equal to such LC Disbursement; provided that the foregoing shall not be construed to prevent the applicable Account Party from reimbursing LC Disbursements of an Issuing Bank in accordance with alternate procedures agreed upon with such Issuing Bank, so long as such reimbursements are made no later than required under clause (i) above. If such Account Party the Borrower fails to make such payment when due or the applicable Issuing Bank is unable to debit the designated account of the Parent Borrowerdue, the relevant Borrowing Subsidiary or the relevant Account Party for the full amount of the LC Disbursement, in each case as provided in the preceding sentence, the applicable Issuing Bank shall notify the LC Agent (and upon receipt of such notice the LC Administrative Agent shall notify each Lender and the Administrative Agent) of the applicable LC Disbursement, the payment then due from such Account Party the Borrower in respect thereof and (in the case of such notice from the LC Agent to each Lender) such Lender’s Applicable Percentage thereof. Promptly following receipt of such notice, each Lender shall pay to the Administrative Agent its Applicable Percentage of the payment then due from such Account Party (the “Participation Amount”)Borrower, in the same manner as provided in Section 2.06 with respect to Loans made by such Lender (and Section 2.06 shall apply, mutatis mutandis, to the payment obligations of the Lenders), and the Administrative Agent shall promptly pay remit to the applicable Issuing Bank the amounts so received by it from the Lenders. Promptly following receipt by the Administrative Agent of any payment from such Account Party the Borrower pursuant to this paragraph, the Administrative Agent shall distribute such payment to the applicable Issuing Bank or, to the extent that Lenders have made payments pursuant to this paragraph to reimburse such Issuing Bank, then to such Lenders and such Issuing Bank as their interests may appear. Any payment made by a Lender pursuant to this paragraph to reimburse an any Issuing Bank for any LC Disbursement (other than the funding of ABR Revolving Loans or a Swingline Loan as contemplated above) shall not constitute a Loan and shall not relieve such Account Party the Borrower of its obligation to reimburse such LC Disbursement.

Reimbursement. If an any Issuing Bank shall make any LC Disbursement in respect of a Letter of Credit, (i) the applicable Account Party Borrower shall reimburse such LC Disbursement by paying to such Issuing Bank the Administrative Agent an amount equal to such LC Disbursement not later than 12:00 noon3:30 p.m., New York City time, on the date that such LC Disbursement is made, if such Account Party the Borrower shall have received notice of such LC Disbursement prior to 10:00 a.m., New York City time, on such date, or, if such notice has not been received by such Account Party the Borrower prior to such time on such date, then not later than 12:00 noon, New York City time, on (A) the Business Day that such Account Party receives such notice, if such notice is received prior to 10:00 a.m.1:00 p.m., New York City time, on the day of receipt, or (B) the Business Day immediately following the day that such Account Party the Borrower receives such notice, if such notice is not received prior to such time on the day of receipt; provided that, if such LC Disbursement is not less than $10,000,0005,000,000, the Parent Borrower may, subject to the conditions to borrowing set forth herein, request in accordance with Section 2.03 or 2.04 that such payment be financed with an ABR Revolving Borrowing by the Parent Borrower or a Swingline Loan to the Parent Borrower in an equivalent amount and, to the extent so financed, such Account Party’s the Borrower's obligation to make such payment shall be discharged and replaced by the resulting ABR Revolving Borrowing or Swingline Loan; or (ii) such Issuing Bank may, if arrangements to do so have been agreed upon in writing by the Parent Borrower, a Borrowing Subsidiary or an Account Party and such Issuing Bank, obtain reimbursement of such LC Disbursement by debiting directly from an account of the Parent Borrower, such Borrowing Subsidiary or such Account Party maintained with such Issuing Bank (or one of its Affiliates) an amount equal to such LC Disbursement; provided that the foregoing shall not be construed to prevent the applicable Account Party from reimbursing LC Disbursements of an Issuing Bank in accordance with alternate procedures agreed upon with such Issuing Bank, so long as such reimbursements are made no later than required under clause (i) above. If such Account Party the Borrower fails to make such payment when due or the applicable Issuing Bank is unable to debit the designated account of the Parent Borrowerdue, the relevant Borrowing Subsidiary or the relevant Account Party for the full amount of the LC Disbursement, in each case as provided in the preceding sentence, the applicable Issuing Bank shall notify the LC Agent (and upon receipt of such notice the LC Administrative Agent shall notify each Revolving Lender and the Administrative Agent) of the applicable LC Disbursement, the payment then due from such Account Party the Borrower in respect thereof and (in the case of such notice from the LC Agent to each Lender) such Lender’s 's Applicable Percentage thereof. Promptly following receipt of such notice, each Revolving Lender shall pay to the Administrative Agent its Applicable Percentage of the payment then due from such Account Party (the “Participation Amount”)Borrower, in the same manner as provided in Section 2.06 with respect to Loans made by such Lender (and Section 2.06 shall apply, mutatis mutandis, to the payment obligations of the Revolving Lenders), and the Administrative Agent shall promptly pay to the applicable relevant Issuing Bank the amounts so received by it from the Revolving Lenders. Promptly following receipt by the Administrative Agent of any payment from such Account Party the Borrower pursuant to this paragraph, the Administrative Agent shall distribute such payment to the applicable such Issuing Bank or, to the extent that Revolving Lenders have made payments pursuant to this paragraph to reimburse such Issuing Bank, then to such Lenders and such Issuing Bank as their interests may appear. Any payment made by a Revolving Lender pursuant to this paragraph to reimburse an Issuing Bank for any LC Disbursement (other than the funding of ABR Revolving Loans or a Swingline Loan as contemplated above) shall not constitute a Loan and shall not relieve such Account Party the Borrower of its obligation to reimburse such LC Disbursement.

Reimbursement. If an Issuing Bank shall make any LC Disbursement in respect of a Letter of Credit, (i) the applicable Account Party Borrower shall reimburse such LC Disbursement by paying to such Issuing Bank the Administrative Agent an amount equal to such LC Disbursement not later than 12:00 12: 00 noon, New York City time, on the date that such LC Disbursement is made, if such Account Party the Borrower shall have received notice of such LC Disbursement prior to 10:00 a.m.10: 00 a. m., New York City time, on such date, or, if such notice has not been received by such Account Party the Borrower prior to such time on such date, then not later than 12:00 12: 00 noon, New York City time, on (Ai) the Business Day that such Account Party the Borrower receives such notice, if such notice is received prior to 10:00 a.m.10: 00 a. m., New York City time, on the day of receipt, or (Bii) the Business Day immediately following the day that such Account Party the Borrower receives such notice, if such notice is not received prior to such time on the day of receipt; provided that, if such LC Disbursement is not less than $10,000,000the applicable minimum borrowing amount set forth in Section 2.02(c), the Parent Borrower may, subject to the conditions to borrowing set forth herein, request in accordance with Section 2.03 or 2.04 2.05 that such payment be financed with an ABR Revolving Borrowing by the Parent Borrower or a Swingline Loan to the Parent Borrower in an equivalent amount and, to the extent so financed, such Account Partythe Borrower’s obligation to make such payment shall be discharged and replaced by the resulting ABR Revolving Borrowing or Swingline Loan; or (ii) such Issuing Bank may, if arrangements to do so have been agreed upon in writing by the Parent Borrower, a Borrowing Subsidiary or an Account Party and such Issuing Bank, obtain reimbursement of such LC Disbursement by debiting directly from an account of the Parent Borrower, such Borrowing Subsidiary or such Account Party maintained with such Issuing Bank (or one of its Affiliates) an amount equal to such LC Disbursement; provided that the foregoing shall not be construed to prevent the applicable Account Party from reimbursing LC Disbursements of an Issuing Bank in accordance with alternate procedures agreed upon with such Issuing Bank, so long as such reimbursements are made no later than required under clause (i) above. If such Account Party the Borrower fails to make such payment when due or the applicable Issuing Bank is unable to debit the designated account of the Parent Borrowerdue, the relevant Borrowing Subsidiary or the relevant Account Party for the full amount of the LC Disbursement, in each case as provided in the preceding sentence, the applicable Issuing Bank shall notify the LC Agent (and upon receipt of such notice the LC Administrative Agent shall notify each Lender and the Administrative Agent) of the applicable LC Disbursement, the payment then due from such Account Party the Borrower in respect thereof and (in the case of such notice from the LC Agent to each Lender) such Lender’s Applicable Percentage thereof. Promptly following receipt of such notice, each Lender shall pay to the Administrative Agent its Applicable Percentage of the payment then due from such Account Party (the “Participation Amount”)Borrower, in the same manner as provided in Section 2.06 2.07 with respect to Loans made by such Lender (and Section 2.06 2.07 shall apply, mutatis mutandis, to the payment obligations of the Lenders), and the Administrative Agent shall promptly pay to the applicable Issuing Bank the amounts so received by it from the Lenders. Promptly following receipt by the Administrative Agent of any payment from such Account Party the Borrower pursuant to this paragraph, the Administrative Agent shall distribute such payment to the applicable Issuing Bank or, to the extent that Lenders have made payments pursuant to this paragraph to reimburse such Issuing Bank, then to such Lenders and such Issuing Bank as their interests may appear. Any payment made by a Lender pursuant to this paragraph to reimburse an Issuing Bank for any LC Disbursement (other than the funding of ABR Revolving Loans or a Swingline Loan as contemplated above) shall not constitute a Loan and shall not relieve such Account Party the Borrower of its obligation to reimburse such LC Disbursement.

Reimbursement. If an any Issuing Bank shall make any LC Disbursement in respect of a Letter of CreditCredit issued by such Issuing Bank, (i) the applicable Account Party Borrower shall reimburse such LC Disbursement by paying to such Issuing Bank the Agent an amount equal to such LC Disbursement not later than 12:00 noon1:00 p.m., New York City Houston time, on the date that third day after such LC Disbursement is made, if such Account Party the Borrower shall have received notice of such LC Disbursement prior to 10:00 9:00 a.m., New York City Houston time, on such date, or, if such notice has not been received by such Account Party the Borrower prior to such time on such date, then not later than 12:00 noon1:00 p.m., New York City Houston time, on (Ai) the Business Day that such Account Party third day after the Borrower receives such notice, if such notice is received prior to 10:00 9:00 a.m., New York City Houston time, on the day of receipt, or (Bii) the Business Day immediately following the third day that such Account Party after the Borrower receives such notice, if such notice is not received prior to such time on the day of receipt; provided that, that if such LC Disbursement is not less than or equal to $10,000,0001,000,000, the Parent Borrower mayshall, subject to the conditions to borrowing Borrowing set forth herein, be deemed to have requested, and the Borrower does hereby request in accordance with Section 2.03 or 2.04 under such circumstances, that such payment be financed with a Eurodollar Borrowing with an ABR Revolving Borrowing by the Parent Borrower or a Swingline Loan to the Parent Borrower Interest Period of one month in an equivalent amount and, to the extent so financed, such Account Partythe Borrower’s obligation to make such payment shall be discharged and replaced by the resulting ABR Revolving Borrowing or Swingline Loan; or (ii) such Issuing Bank may, if arrangements to do so have been agreed upon in writing by the Parent Borrower, a Borrowing Subsidiary or an Account Party and such Issuing Bank, obtain reimbursement of such LC Disbursement by debiting directly from an account of the Parent Borrower, such Borrowing Subsidiary or such Account Party maintained with such Issuing Bank (or one of its Affiliates) an amount equal to such LC Disbursement; provided that the foregoing shall not be construed to prevent the applicable Account Party from reimbursing LC Disbursements of an Issuing Bank in accordance with alternate procedures agreed upon with such Issuing Bank, so long as such reimbursements are made no later than required under clause (i) aboveEurodollar Borrowing. If such Account Party the Borrower fails to make such payment when due or the applicable Issuing Bank is unable to debit the designated account of the Parent Borrowerdue, the relevant Borrowing Subsidiary or the relevant Account Party for the full amount of the LC Disbursement, in each case as provided in the preceding sentence, the applicable Issuing Bank shall notify the LC Agent (and upon receipt of such notice the LC Agent shall notify each New Money Lender and the Administrative Agent) of the applicable LC Disbursement, the payment then due from such Account Party the Borrower in respect thereof and (in the case of such notice from the LC Agent to each Lender) such New Money Lender’s Applicable Percentage thereof. Promptly following receipt of such notice, each New Money Lender shall pay to the Administrative Agent its Applicable Percentage of the payment then due from such Account Party (the “Participation Amount”)Borrower, in the same manner as provided in Section 2.06 2.05 with respect to New Money Loans made by such New Money Lender (and Section 2.06 2.05 shall apply, mutatis mutandis, to the payment obligations of the Lenders), and the Administrative Agent shall promptly pay to the applicable Issuing Bank that issued such Letter of Credit the amounts so received by it from the New Money Lenders. Promptly following receipt by the Administrative Agent of any payment from such Account Party the Borrower pursuant to this paragraphSection 2.08(e), the Administrative Agent shall distribute such payment to the applicable Issuing Bank that issued such Letter of Credit or, to the extent that New Money Lenders have made payments pursuant to this paragraph Section 2.08(e) to reimburse such Issuing Bank, then to such New Money Lenders and such Issuing Bank as their interests may appear. Any payment made by a New Money Lender pursuant to this paragraph Section 2.08(e) to reimburse an any Issuing Bank for any LC Disbursement (other than the funding of ABR Revolving Eurodollar Loans or a Swingline Loan as contemplated above) shall not constitute a New Money Loan and shall not relieve such Account Party the Borrower of its obligation to reimburse such LC Disbursement. Any LC Disbursement not reimbursed by the Borrower or funded as a New Money Loan prior to 1:00 p.m., Houston time on the date such Disbursement is made, shall bear interest for each such day such Disbursement is outstanding at rate per annum then applicable to Eurodollar Loans.

Reimbursement. If an the Issuing Bank shall make any LC Disbursement in respect of a Letter of Credit, (i) the applicable Account Party Borrower shall reimburse such LC Disbursement by paying to such Issuing Bank the Administrative Agent an amount equal to such LC Disbursement not later than 12:00 noon1:00 p.m., New York City time, on the date that such LC Disbursement is made, if such Account Party the Borrower shall have received notice of such LC Disbursement prior to 10:00 a.m., New York City time, on such date, or, if such notice has not been received by such Account Party the Borrower prior to such time on such date, then not later than 12:00 noon1:00 p.m., New York City time, on (Ai) the Business Day that such Account Party the Borrower receives such notice, if such notice is received prior to 10:00 a.m., New York City time, on the day of receipt, or (Bii) the Business Day immediately following the day that such Account Party the Borrower receives such notice, if such notice is not received prior to such time on the day of receipt; provided that, if such LC Disbursement is not less than $10,000,000, that the Parent Borrower may, subject to the conditions to borrowing set forth herein, request in accordance with Section 2.03 2.3 or 2.04 Section 2.5 that such payment be financed with an ABR Revolving Borrowing by the Parent Borrower or a Swingline Loan to the Parent Borrower in an equivalent amount and, to the extent so financed, such Account Partythe Borrower’s obligation to make such payment shall be discharged and replaced by the resulting ABR Revolving Borrowing or Swingline Loan; or (ii) such Issuing Bank may, if arrangements to do so have been agreed upon in writing by the Parent Borrower, a Borrowing Subsidiary or an Account Party and such Issuing Bank, obtain reimbursement of such LC Disbursement by debiting directly from an account of the Parent Borrower, such Borrowing Subsidiary or such Account Party maintained with such Issuing Bank (or one of its Affiliates) an amount equal to such LC Disbursement; provided that the foregoing shall not be construed to prevent the applicable Account Party from reimbursing LC Disbursements of an Issuing Bank in accordance with alternate procedures agreed upon with such Issuing Bank, so long as such reimbursements are made no later than required under clause (i) above. If such Account Party the Borrower fails to make such payment when due or the applicable Issuing Bank is unable to debit the designated account of the Parent Borrowerdue, the relevant Borrowing Subsidiary or the relevant Account Party for the full amount of the LC Disbursement, in each case as provided in the preceding sentence, the applicable Issuing Bank shall notify the LC Agent (and upon receipt of such notice the LC Administrative Agent shall notify each Revolving Lender and the Administrative Agent) of the applicable LC Disbursement, the payment then due from such Account Party the Borrower in respect thereof and (in the case of such notice from the LC Agent to each Lender) such Revolving Lender’s Applicable Revolving Percentage thereof. Promptly following receipt of such notice, each Revolving Lender shall pay to the Administrative Agent its Applicable Revolving Percentage of the payment then due from such Account Party (the “Participation Amount”)Borrower, in the same manner as provided in Section 2.06 2.7 with respect to Revolving Loans made by such Revolving Lender (and Section 2.06 2.7 shall apply, mutatis mutandis, to the payment obligations of the Revolving Lenders), and the Administrative Agent shall promptly pay to the applicable Issuing Bank the amounts so received by it from the Revolving Lenders. Promptly following receipt by the Administrative Agent of any payment from such Account Party the Borrower pursuant to this paragraph, the Administrative Agent shall distribute such payment to the applicable Issuing Bank or, to the extent that Revolving Lenders have made payments pursuant to this paragraph to reimburse such the Issuing Bank, then to such Revolving Lenders and such the Issuing Bank as their interests may appear. Any payment made by a Revolving Lender pursuant to this paragraph to reimburse an the Issuing Bank for any LC Disbursement (other than the funding of ABR Revolving Loans or a Swingline Loan as contemplated above) shall not constitute a Loan and shall not relieve such Account Party the Borrower of its obligation to reimburse such LC Disbursement.

Reimbursement. If an any Issuing Bank shall make any LC Disbursement in respect of a Letter of Credit, (i) the applicable Account Party Borrower shall reimburse such LC Disbursement by paying to such Issuing Bank the Administrative Agent an amount equal to such LC Disbursement not later than 12:00 noon5:00 p.m., New York City time, on the date that such LC Disbursement is made, if such Account Party the Borrower shall have received notice of such LC Disbursement prior to 10:00 a.m.3:00 p.m., New York City time, on such date, or, if such notice has not been received by such Account Party the Borrower prior to such time on such date, then not later than 12:00 noon5:00 p.m., New York City time, on (Ai) the Business Day that such Account Party the Borrower receives such notice, if such notice is received prior to 10:00 a.m.3:00 p.m., New York City time, on the day of receipt, or (Bii) the Business Day immediately following the day that such Account Party the Borrower receives such notice, if such notice is not received prior to such time on the day of receipt; provided that, if such LC Disbursement is not less than $10,000,000notwithstanding the amount requirements otherwise set forth in Section 2.02, the Parent Borrower may, subject to the conditions to borrowing set forth herein, request in accordance with Section 2.03 or 2.04 that such payment be financed with an ABR Revolving Borrowing by the Parent Borrower or a Swingline Loan to the Parent Borrower in an equivalent amount and, to the extent so financed, such Account Partythe Borrower’s obligation to make such payment shall be discharged and replaced by the resulting ABR Revolving Borrowing or Swingline Loan; or (ii) such Issuing Bank may, if arrangements to do so have been agreed upon in writing by the Parent Borrower, a Borrowing Subsidiary or an Account Party and such Issuing Bank, obtain reimbursement of such LC Disbursement by debiting directly from an account of the Parent Borrower, such Borrowing Subsidiary or such Account Party maintained with such Issuing Bank (or one of its Affiliates) an amount equal to such LC Disbursement; provided that the foregoing shall not be construed to prevent the applicable Account Party from reimbursing LC Disbursements of an Issuing Bank in accordance with alternate procedures agreed upon with such Issuing Bank, so long as such reimbursements are made no later than required under clause (i) above. If such Account Party the Borrower fails to make such payment when due or the applicable Issuing Bank is unable to debit the designated account of the Parent Borrowerdue, the relevant Borrowing Subsidiary or the relevant Account Party for the full amount of the LC Disbursement, in each case as provided in the preceding sentence, the applicable Issuing Bank shall notify the LC Agent (and upon receipt of such notice the LC Administrative Agent shall notify each Lender and the Administrative Agent) of the applicable LC Disbursement, the payment then due from such Account Party the Borrower in respect thereof and (in the case of such notice from the LC Agent to each Lender) such Lender’s Applicable Percentage thereof. Promptly following receipt of such notice, each Lender shall pay to the Administrative Agent its Applicable Percentage of the payment then due from such Account Party (the “Participation Amount”)Borrower, in the same manner as provided in Section 2.06 with respect to Loans made by such Lender (and Section 2.06 shall apply, mutatis mutandis, to the payment obligations of the Lenders), and the Administrative Agent shall promptly pay to the applicable relevant Issuing Bank the amounts so received by it from the Lenders. Promptly following receipt by the Administrative Agent of any payment from such Account Party the Borrower pursuant to this paragraph, the Administrative Agent shall distribute such payment to the applicable relevant Issuing Bank or, to the extent that Lenders have made payments pursuant to this paragraph to reimburse such Issuing Bank, then to such Lenders and such Issuing Bank as their interests may appear. Any payment made by a Lender pursuant to this paragraph to reimburse an Issuing Bank for any LC Disbursement (other than the funding of ABR Revolving Loans or a Swingline Loan as contemplated above) shall not constitute a Loan and shall not relieve such Account Party the Borrower of its obligation to reimburse such LC Disbursement.

Reimbursement. If an Issuing Bank shall make any LC Disbursement in respect of a Letter of Credit, (i) the applicable Account Party Borrower shall reimburse such Issuing Bank in respect of such LC Disbursement by paying to such Issuing Bank the Administrative Agent an amount equal to such LC Disbursement in the Currency in which such Letter of Credit is denominated not later than 12:00 noon, New York City time, on the date that such LC Disbursement is made, if such Account Party shall have received notice of such LC Disbursement prior to 10:00 a.m., New York City time, on such date, or, if such notice has not been received by such Account Party prior to such time on such date, then not later than 12:00 noon3:00 p.m., New York City time, on (Ai) the Business Day that the Borrower receives notice of such Account Party receives such noticeLC Disbursement, if such notice is received prior to 10:00 a.m., New York City time, on the day of receipt, or (Bii) the Business Day immediately following the day that such Account Party the Borrower receives such notice, if such notice is not received prior to such time on the day of receipttime; provided that, if such LC Disbursement is not less than $10,000,0001,000,000 and is denominated in Dollars, the Parent Borrower may, subject to the conditions to borrowing set forth hereinherein (other than any minimum amounts, including as set forth in Section 2.02(c)), request in accordance with Section 2.03 or 2.04 that such payment be financed with an a Syndicated ABR Revolving Borrowing by the Parent Borrower or a Swingline Loan to of the Parent Borrower respective Class in an equivalent amount and, to the extent so financed, such Account Partythe Borrower’s obligation to make such payment shall be discharged and replaced by the resulting Syndicated ABR Revolving Borrowing or Swingline Loan; or (ii) such Issuing Bank may, if arrangements to do so have been agreed upon in writing by the Parent Borrower, a Borrowing Subsidiary or an Account Party and such Issuing Bank, obtain reimbursement of such LC Disbursement by debiting directly from an account of the Parent Borrower, such Borrowing Subsidiary or such Account Party maintained with such Issuing Bank (or one of its Affiliates) an amount equal to such LC Disbursement; provided that the foregoing shall not be construed to prevent the applicable Account Party from reimbursing LC Disbursements of an Issuing Bank in accordance with alternate procedures agreed upon with such Issuing Bank, so long as such reimbursements are made no later than required under clause (i) above. If such Account Party the Borrower fails to make such payment when due or the applicable Issuing Bank is unable to debit the designated account of the Parent Borrowerdue, the relevant Borrowing Subsidiary or the relevant Account Party for the full amount of the LC Disbursement, in each case as provided in the preceding sentence, the applicable Issuing Bank shall notify the LC Agent (and upon receipt of such notice the LC Administrative Agent shall notify each affected Lender and the Administrative Agent) of the applicable LC Disbursement, the payment then due from such Account Party the Borrower in respect thereof and (such Lender’s Applicable Percentage, in the case of a Letter of Credit denominated in Dollars, or such notice from the LC Agent to each Lender) such Multicurrency Lender’s Applicable Percentage thereof. Promptly following receipt of such notice, each Lender shall pay to the Administrative Agent its Applicable Percentage of the payment then due from such Account Party (the “Participation Amount”)Multicurrency Percentage, in the same manner as provided case of a Letter of Credit denominated in Section 2.06 with respect to Loans made by such Lender (and Section 2.06 shall applyan Agreed Foreign Currency, mutatis mutandis, to the payment obligations of the Lenders), and the Administrative Agent shall promptly pay to the applicable Issuing Bank the amounts so received by it from the Lenders. Promptly following receipt by the Administrative Agent of any payment from such Account Party pursuant to this paragraph, the Administrative Agent shall distribute such payment to the applicable Issuing Bank or, to the extent that Lenders have made payments pursuant to this paragraph to reimburse such Issuing Bank, then to such Lenders and such Issuing Bank as their interests may appear. Any payment made by a Lender pursuant to this paragraph to reimburse an Issuing Bank for any LC Disbursement (other than the funding of ABR Revolving Loans or a Swingline Loan as contemplated above) shall not constitute a Loan and shall not relieve such Account Party of its obligation to reimburse such LC Disbursementthereof.

Reimbursement. If an the Issuing Bank shall make any LC Disbursement in respect of a Letter of Credit, (i) the applicable Account Party Borrower shall reimburse such LC Disbursement by paying to such Issuing Bank the Administrative Agent an amount equal to such LC Disbursement not later than 12:00 noon2:00 p.m., New York City time, on the date that such LC Disbursement is made, if such Account Party the Borrower shall have received notice of such LC Disbursement prior to 10:00 a.m., New York City time, on such date, or, if such notice has not been received by such Account Party the Borrower prior to such time on such date, then not later than 12:00 noon2:00 p.m., New York City time, on (Ai) the Business Day that such Account Party the Borrower receives such notice, if such notice is received prior to 10:00 a.m., New York City time, on the day of receipt, or (Bii) the Business Day immediately following the day that such Account Party the Borrower receives such notice, if such notice is not received prior to such time on the day of receipt; , provided that, if such LC Disbursement is not less than $10,000,000, that the Parent Borrower may, subject to the conditions to borrowing set forth herein, request in accordance with Section 2.03 or 2.04 that such payment be financed with an ABR Revolving Borrowing by the Parent Borrower or a Swingline Loan to the Parent Borrower in an equivalent amount and, to the extent so financed, such Account Party’s the Borrower's obligation to make such payment shall be discharged and replaced by the resulting ABR Revolving Borrowing or Swingline Loan; or (ii) such Issuing Bank may, if arrangements to do so have been agreed upon in writing by the Parent Borrower, a Borrowing Subsidiary or an Account Party and such Issuing Bank, obtain reimbursement of such LC Disbursement by debiting directly from an account of the Parent Borrower, such Borrowing Subsidiary or such Account Party maintained with such Issuing Bank (or one of its Affiliates) an amount equal to such LC Disbursement; provided that the foregoing shall not be construed to prevent the applicable Account Party from reimbursing LC Disbursements of an Issuing Bank in accordance with alternate procedures agreed upon with such Issuing Bank, so long as such reimbursements are made no later than required under clause (i) above. If such Account Party the Borrower fails to make such payment when due or the applicable Issuing Bank is unable to debit the designated account of the Parent Borrowerdue, the relevant Borrowing Subsidiary or the relevant Account Party for the full amount of the LC Disbursement, in each case as provided in the preceding sentence, the applicable Issuing Bank shall notify the LC Agent (and upon receipt of such notice the LC Administrative Agent shall notify each Revolving Lender and the Administrative Agent) of the applicable LC Disbursement, the payment then due from such Account Party the Borrower in respect thereof and (in the case of such notice from the LC Agent to each Lender) such Lender’s 's Applicable Percentage thereof. Promptly following receipt of such notice, each Revolving Lender shall pay to the Administrative Agent its Applicable Percentage of the payment then due from such Account Party (the “Participation Amount”)Borrower, in the same manner as provided in Section 2.06 with respect to Loans made by such Lender (and Section 2.06 shall apply, mutatis mutandis, to the payment obligations of the Revolving Lenders), and the Administrative Agent shall promptly pay to the applicable Issuing Bank the amounts so received by it from the Revolving Lenders. Promptly following receipt by the Administrative Agent of any payment from such Account Party the Borrower pursuant to this paragraph, the Administrative Agent shall distribute such payment to the applicable Issuing Bank or, to the extent that Revolving Lenders have made payments pursuant to this paragraph to reimburse such the Issuing Bank, then to such Lenders and such the Issuing Bank as their interests may appear. Any payment made by a Revolving Lender pursuant to this paragraph to reimburse an the Issuing Bank for any LC Disbursement (other than the funding of ABR Revolving Loans or a Swingline Loan as contemplated above) shall not constitute a Loan and shall not relieve such Account Party the Borrower of its obligation to reimburse such LC Disbursement.

Reimbursement. If an any Issuing Bank shall make any LC Disbursement in respect of a Letter of Credit, (i) the applicable Account Party Borrower shall reimburse such LC Disbursement by paying to such Issuing Bank the Administrative Agent in Dollars an amount equal to such LC Disbursement not later than 12:00 noon5:00 p.m., New York City time, on the date that such LC Disbursement is made, if such Account Party the Borrower shall have received notice of such LC Disbursement prior to 10:00 a.m., New York City time, on such date, or, if such notice has not been received by such Account Party the Borrower prior to such time on such date, then not later than 12:00 noon, New York City time, on (A) the Business Day that such Account Party receives such notice, if such notice is received prior to 10:00 a.m.5:00 p.m., New York City time, on the day of receipt, or (B) the Business Day immediately following the day that such Account Party the Borrower receives such notice, if such notice is not received prior to such time on the day of receipt; provided that, if such LC Disbursement is not less than $10,000,000, that the Parent Borrower may, at its election and subject to the conditions to borrowing set forth herein, request in accordance with Section 2.03 2.02 or 2.04 2.21 that such payment be financed with an ABR Revolving Borrowing by the Parent Borrower or a Swingline Loan to the Parent Borrower in an equivalent amount of such LC Disbursement and, to the extent so financed, such Account Partythe Borrower’s obligation to make such payment shall be discharged and replaced by the resulting ABR Revolving Borrowing or Swingline Loan; or (ii) such Issuing Bank may, if arrangements to do so have been agreed upon in writing by the Parent Borrower, a Borrowing Subsidiary or an Account Party and such Issuing Bank, obtain reimbursement of such LC Disbursement by debiting directly from an account of the Parent Borrower, such Borrowing Subsidiary or such Account Party maintained with such Issuing Bank (or one of its Affiliates) an amount equal to such LC Disbursement; provided that the foregoing shall not be construed to prevent the applicable Account Party from reimbursing LC Disbursements of an Issuing Bank in accordance with alternate procedures agreed upon with such Issuing Bank, so long as such reimbursements are made no later than required under clause (i) above. If such Account Party the Borrower fails to make such payment when due or the applicable Issuing Bank is unable to debit the designated account of the Parent Borrowerdue, the relevant Borrowing Subsidiary or the relevant Account Party for the full amount of the LC Disbursement, in each case as provided in the preceding sentence, the applicable Issuing Bank shall notify the LC Agent (and upon receipt of such notice the LC Administrative Agent shall notify each Lender and the Administrative Agent) of the applicable LC Disbursement, the payment then due from such Account Party the Borrower in respect thereof and (in the case of such notice from the LC Agent to each Lender) such Lender’s Applicable Percentage thereof. Promptly following receipt of such notice, each Lender shall pay to the Administrative Agent its Applicable Percentage of the payment then due from such Account Party (the “Participation Amount”)Borrower, in the same manner as provided in Section 2.06 2.05 with respect to Loans made by such Lender (and Section 2.06 2.05 shall apply, mutatis mutandis, to the payment obligations of the Lenders), and the Administrative Agent shall promptly pay to the applicable Issuing Bank the amounts so received by it from the Lenders. Promptly following receipt by the Administrative Agent of any payment from such Account Party the Borrower pursuant to this paragraph, the Administrative Agent shall distribute such payment to the applicable Issuing Bank or, to the extent that Lenders have made payments pursuant to this paragraph to reimburse such Issuing Bank, then to such Lenders and such Issuing Bank as their interests may appear. Any payment made by a Lender pursuant to this paragraph to reimburse an any Issuing Bank for any LC Disbursement (other than the funding of ABR Revolving Loans or a Swingline Loan as contemplated above) shall not constitute a Loan and shall not relieve such Account Party the Borrower of its obligation to reimburse such LC Disbursement.

Reimbursement. (i) If an Issuing Bank shall make any LC Disbursement in respect of a Letter of Credit, (i) the applicable Account Party Borrower shall reimburse such LC Disbursement by paying to such Issuing Bank the Administrative Agent an amount equal to such LC Disbursement not later than 12:00 noon, New York City time, on the date that such LC Disbursement is made, if such Account Party shall have received notice of such LC Disbursement prior to 10:00 a.m., New York City time, on such date, or, if such notice has not been received by such Account Party prior to such time on such date, then not later than 12:00 noon2:00 p.m., New York City time, on (A) the Business Day that the Borrower receives notice of such Account Party receives such noticeLC Disbursement, if such notice is received prior to 10:00 a.m., New York City time, on the day of receiptany Business Day, or (B) the Business Day immediately following the day that the Borrower receives notice of such Account Party receives such noticeLC Disbursement, if such notice is not received prior to such time on the any Business Day or is received on a day of receiptthat is not a Business Day; provided that, if such LC Disbursement is not less than $10,000,000, unless the Parent Borrower may, subject to shall have notified the conditions to borrowing set forth herein, request in accordance with Section 2.03 or 2.04 that such payment be financed with an ABR Revolving Borrowing by Administrative Agent and the Parent Borrower or a Swingline Loan to the Parent Borrower in an equivalent amount and, to the extent so financed, such Account Party’s obligation to make such payment shall be discharged and replaced by the resulting ABR Revolving Borrowing or Swingline Loan; or (ii) such applicable Issuing Bank mayprior to 2:00 p.m., if arrangements to do so have been agreed upon in writing by New York City time, on (A) the Parent Borrower, a Borrowing Subsidiary or an Account Party and such Issuing Bank, obtain reimbursement Business Day that the Borrower receives notice of such LC Disbursement by debiting directly from an account Disbursement, if such notice is received prior to 10:00 a.m., New York City time, on any Business Day, or (B) the Business Day immediately following the day that the Borrower receives notice of such LC Disbursement, if such notice is not received prior to such time on any Business Day or is received on a day that is not a Business Day, the Parent Borrower, Borrower shall be deemed to have given a timely Borrowing Request to the Administrative Agent requesting Revolving Lenders make Revolving Loans that are ABR Loans on such Borrowing Subsidiary or such Account Party maintained with such Issuing Bank (or one of its Affiliates) date in an amount in Dollars equal to such LC Disbursement; provided that , subject to the foregoing shall not be construed to prevent the applicable Account Party from reimbursing LC Disbursements of an Issuing Bank in accordance with alternate procedures agreed upon with such Issuing Bank, so long as such reimbursements are made no later than required under clause (i) above. If such Account Party fails to make such payment when due or the applicable Issuing Bank is unable to debit the designated account of the Parent Borrower, the relevant Borrowing Subsidiary or the relevant Account Party for the full amount of the LC Disbursement, in each case as provided in the preceding sentence, the applicable Issuing Bank shall notify the LC Agent (and upon receipt of such notice the LC Agent shall notify each Lender and the Administrative Agent) unutilized portion of the applicable LC Disbursement, the payment then due from such Account Party in respect thereof Revolving Commitments and (in the case of such notice from the LC Agent to each Lender) such Lender’s Applicable Percentage thereof. Promptly following receipt of such notice, each Lender shall pay to the Administrative Agent its Applicable Percentage satisfaction of the payment then due from such Account Party (the “Participation Amount”), in the same manner as provided conditions set forth in Section 2.06 with respect to Loans made by such Lender (and Section 2.06 shall apply, mutatis mutandis, to the payment obligations of the Lenders), and the Administrative Agent shall promptly pay to the applicable Issuing Bank the amounts so received by it from the Lenders. Promptly following receipt by the Administrative Agent of any payment from such Account Party pursuant to this paragraph, the Administrative Agent shall distribute such payment to the applicable Issuing Bank or, to the extent that Lenders have made payments pursuant to this paragraph to reimburse such Issuing Bank, then to such Lenders and such Issuing Bank as their interests may appear. Any payment made by a Lender pursuant to this paragraph to reimburse an Issuing Bank for any LC Disbursement (other than the funding of ABR Revolving Loans or a Swingline Loan as contemplated above) shall not constitute a Loan and shall not relieve such Account Party of its obligation to reimburse such LC Disbursement4.02.

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

Reimbursement. If an the Issuing Bank shall make any LC Disbursement in respect of a Letter of Credit, (i) the applicable Account Party Borrower shall reimburse such LC Disbursement by paying to such Issuing Bank the Administrative Agent an amount equal to such LC Disbursement not later than 12:00 noon3:00 p.m., New York City time, on the date that such LC Disbursement is made, if such Account Party the Borrower shall have received notice of such LC Disbursement prior to 10:00 a.m., New York City time, on such date, or, if such notice has not been received by such Account Party the Borrower prior to such time on such date, then not later than 12:00 noon(i) 3:00 p.m., New York City time, on (A) the Business Day that such Account Party the Borrower receives such notice, if such notice is received prior to 10:00 a.m., New York City time, on the day of receipt, or (Bii) 12:00 noon, New York City time, on the Business Day immediately following the day that such Account Party the Borrower receives such notice, if such notice is not received prior to such time 10:00 a.m., New York City time, on the day of receipt; , provided that, if such LC Disbursement is not less than $10,000,000500,000, the Parent Borrower may, subject to the conditions to borrowing set forth herein, request in accordance with Section 2.03 or 2.04 that such payment be financed with an ABR Revolving Borrowing by the Parent Borrower or a Swingline Loan to the Parent Borrower in an equivalent amount and, to the extent so financed, such Account Partythe Borrower’s obligation to make such payment shall be discharged and replaced by the resulting ABR Revolving Borrowing or Swingline Loan; or (ii) such Issuing Bank may, if arrangements to do so have been agreed upon in writing by the Parent Borrower, a Borrowing Subsidiary or an Account Party and such Issuing Bank, obtain reimbursement of such LC Disbursement by debiting directly from an account of the Parent Borrower, such Borrowing Subsidiary or such Account Party maintained with such Issuing Bank (or one of its Affiliates) an amount equal to such LC Disbursement; provided that the foregoing shall not be construed to prevent the applicable Account Party from reimbursing LC Disbursements of an Issuing Bank in accordance with alternate procedures agreed upon with such Issuing Bank, so long as such reimbursements are made no later than required under clause (i) above. If such Account Party the Borrower fails to make such payment when due or the applicable Issuing Bank is unable to debit the designated account of the Parent Borrowerdue, the relevant Borrowing Subsidiary or the relevant Account Party for the full amount of the LC Disbursement, in each case as provided in the preceding sentence, the applicable Issuing Bank shall notify the LC Agent (and upon receipt of such notice the LC Administrative Agent shall notify each Revolving Lender and the Administrative Agent) of the applicable LC Disbursement, the payment then due from such Account Party the Borrower in respect thereof and (in the case of such notice from the LC Agent to each Lender) such Lender’s Applicable Percentage thereof. Promptly following receipt of such notice, each Revolving Lender shall pay to the Administrative Agent its Applicable Percentage of the payment then due from such Account Party (the “Participation Amount”)Borrower, in the same manner as provided in Section 2.06 with respect to Loans made by such Lender (and Section 2.06 shall apply, mutatis mutandis, to the payment obligations of the Revolving Lenders), and the Administrative Agent shall promptly pay to the applicable Issuing Bank the amounts so received by it from the Revolving Lenders. Promptly following receipt by the Administrative Agent of any payment from such Account Party the Borrower pursuant to this paragraph, the Administrative Agent shall distribute such payment to the applicable Issuing Bank or, to the extent that Revolving Lenders have made payments pursuant to this paragraph to reimburse such the Issuing Bank, then to such Lenders and such the Issuing Bank as their interests may appear. Any payment made by a Revolving Lender pursuant to this paragraph to reimburse an the Issuing Bank for any LC Disbursement (other than the funding of ABR Revolving Loans or a Swingline Loan as contemplated above) shall not constitute a Loan and shall not relieve such Account Party the Borrower of its obligation to reimburse such LC Disbursement.

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

Reimbursement. If an Issuing Bank shall make any LC Disbursement in respect of a Letter of Credit, (i) the applicable Account Party Requesting Borrower shall reimburse such LC Disbursement by paying to such Issuing Bank the Administrative Agent an amount equal to such LC Disbursement not later than 12:00 noon2:00 p.m., New York City time, on the date that such LC Disbursement is made, if such Account Party Requesting Borrower shall have received notice of such LC Disbursement prior to 10:00 a.m., New York City time, on such date, or, if such notice has not been received by such Account Party Requesting Borrower prior to such time on such date, then not later than 12:00 noon(i) 2:00 p.m., New York City time, on (A) the Business Day that such Account Party Requesting Borrower receives such notice, if such notice is received prior to 10:00 a.m., New York City time, time on the day of receipt, or (Bii) 12:00 noon, New York City time, on the Business Day immediately following the day that such Account Party Requesting Borrower receives such notice, if such notice is not received prior to such time 10:00 a.m., New York City time, on the day of receipt; provided that, if that such LC Disbursement is not less than $10,000,000, the Parent Requesting Borrower may, subject to the conditions to borrowing set forth herein, request in accordance with Section 2.03 or 2.04 2.05 that such payment be financed with an ABR Revolving a Borrowing by the Parent Borrower or a Swingline Loan to the Parent Borrower in an equivalent amount and, to the extent so financed, such Account PartyRequesting Borrower’s obligation to make such payment shall be discharged and replaced by the resulting ABR Revolving Borrowing or Swingline Loan; or (ii) such Issuing Bank may, if arrangements to do so have been agreed upon in writing by the Parent Borrower, a Borrowing Subsidiary or an Account Party and such Issuing Bank, obtain reimbursement of such LC Disbursement by debiting directly from an account of the Parent Borrower, such Borrowing Subsidiary or such Account Party maintained with such Issuing Bank (or one of its Affiliates) an amount equal to such LC Disbursement; provided that the foregoing shall not be construed to prevent the applicable Account Party from reimbursing LC Disbursements of an Issuing Bank in accordance with alternate procedures agreed upon with such Issuing Bank, so long as such reimbursements are made no later than required under clause (i) aboveBorrowing. If such Account Party a Requesting Borrower fails to make such a payment when due or the applicable Issuing Bank is unable to debit the designated account of the Parent Borrowerdue, the relevant Borrowing Subsidiary or the relevant Account Party for the full amount of the LC Disbursement, in each case as provided in the preceding sentence, the applicable Issuing Bank shall notify the LC Agent (and upon receipt of such notice the LC Administrative Agent shall notify each Revolving Lender and the Administrative Agent) of the applicable LC Disbursement, the payment then due from such Account Party Requesting Borrower in respect thereof and (in the case of such notice from the LC Agent to each Lender) such Lender’s Applicable Percentage thereof. Promptly following receipt of such notice, each Revolving Lender shall pay to the Administrative Agent its Applicable Percentage of the payment then due from such Account Party (the “Participation Amount”)Requesting Borrower, in the same manner as provided in Section 2.06 2.04 with respect to Loans made by such Lender (and Section 2.06 2.04 shall apply, mutatis mutandis, to the payment obligations of the Revolving Lenders), and the Administrative Agent shall promptly pay to the applicable Issuing Bank the amounts so received by it from the Revolving Lenders. Promptly following receipt by the Administrative Agent of any payment from such Account Party a Borrower pursuant to this paragraph, the Administrative Agent shall distribute such payment to the applicable Issuing Bank or, to the extent that the Lenders have made payments pursuant to this paragraph to reimburse such Issuing Bank, then to such Lenders and such Issuing Bank as their interests may appear. Any payment made by a Lender pursuant to this paragraph to reimburse an Issuing Bank for any LC Disbursement (other than the funding of ABR Revolving Loans or a Swingline Loan as contemplated above) shall not constitute a Loan and shall not relieve such Account Party the applicable Borrower of its obligation to reimburse such LC Disbursement.

Reimbursement. If an the Issuing Bank shall make any LC Disbursement in respect of a Letter of Credit, (i) the applicable Account Party Borrowers shall reimburse such LC Disbursement by paying to such Issuing Bank the Administrative Agent an amount equal to such LC Disbursement (i) not later than 12:00 noon11:00 a.m., New York City California time, on the date that such LC Disbursement is made, if such Account Party the Borrower Representative shall have received notice of such LC Disbursement prior to 10:00 9:00 a.m., New York City California time, on such date, or, (ii) if such notice has not been received by such Account Party the Borrower Representative prior to such time on such date, then not later than 12:00 noon11:00 a.m., New York City California time, on (A) the Business Day that such Account Party the Borrower Representative receives such notice, if such notice is received prior to 10:00 9:00 a.m., New York City California time, on the day of receipt, or (B) the Business Day immediately following the day that such Account Party the Borrower Representative receives such notice, if such notice is not received prior to such time on the day of receipt; provided that, if such LC Disbursement is not less than $10,000,000, the Parent Borrower Borrowers may, subject to the conditions to borrowing set forth herein, request in accordance with Section 2.03 or 2.04 2.05 that such payment be financed with an ABR a CBFR Revolving Borrowing by the Parent Borrower or a Swingline Loan to the Parent Borrower in an equivalent amount and, to the extent so financed, such Account Party’s the Borrowers’ obligation to make such payment shall be discharged and replaced by the resulting ABR CBFR Revolving Borrowing or Swingline Loan; or (ii) such Issuing Bank may, if arrangements to do so have been agreed upon in writing by the Parent Borrower, a Borrowing Subsidiary or an Account Party and such Issuing Bank, obtain reimbursement of such LC Disbursement by debiting directly from an account of the Parent Borrower, such Borrowing Subsidiary or such Account Party maintained with such Issuing Bank (or one of its Affiliates) an amount equal to such LC Disbursement; provided that the foregoing shall not be construed to prevent the applicable Account Party from reimbursing LC Disbursements of an Issuing Bank in accordance with alternate procedures agreed upon with such Issuing Bank, so long as such reimbursements are made no later than required under clause (i) above. If such Account Party fails the Borrowers fail to make such payment when due or the applicable Issuing Bank is unable to debit the designated account of the Parent Borrowerdue, the relevant Borrowing Subsidiary or the relevant Account Party for the full amount of the LC Disbursement, in each case as provided in the preceding sentence, the applicable Issuing Bank shall notify the LC Agent (and upon receipt of such notice the LC Administrative Agent shall notify each Revolving Lender and the Administrative Agent) of the applicable LC Disbursement, the amount of the payment then due from such Account Party the Borrowers in respect thereof and (in the case of such notice from the LC Agent to each Lender) such Lender’s 's Applicable Percentage thereof. Promptly following receipt of such notice, each Revolving Lender shall pay to the Administrative Agent its Applicable Percentage of the payment then due from such Account Party (the “Participation Amount”)Borrowers, in the same manner as provided in Section 2.06 2.07 with respect to Loans made by such Lender (and Section 2.06 2.07 shall apply, mutatis mutandis, to the payment obligations of the Revolving Lenders), and the Administrative Agent shall promptly pay to the applicable Issuing Bank the amounts so received by it from the Revolving Lenders. Promptly following receipt by the Administrative Agent of any payment from such Account Party the Borrowers pursuant to this paragraph, the Administrative Agent shall distribute such payment to the applicable Issuing Bank or, to the extent that Revolving Lenders have made payments pursuant to this paragraph to reimburse such the Issuing Bank, then to such Lenders and such the Issuing Bank as their interests may appear. Any payment made by a Revolving Lender pursuant to this paragraph to reimburse an the Issuing Bank for any LC Disbursement (other than the funding of ABR CBFR Revolving Loans or a Swingline Loan as contemplated above) shall not constitute a Loan and shall not relieve such Account Party the Borrowers of its their obligation to reimburse such LC Disbursement.

Reimbursement. If an the Issuing Bank shall make any LC Disbursement in respect of a Letter of Credit, (i) the applicable Account Party Company shall reimburse such LC Disbursement by paying to the Administrative Agent in Dollars the Dollar Amount equal to such LC Disbursement, calculated as of the date the Issuing Bank made such LC Disbursement (or if the Issuing Bank shall so elect in its sole discretion by notice to the Company, in such other Agreed Currency which was paid by the Issuing Bank pursuant to such LC Disbursement in an amount equal to such LC Disbursement Disbursement) not later than 12:00 noon, New York City timeLocal Time, on the date that such LC Disbursement is made, if such Account Party the Company shall have received notice of such LC Disbursement prior to 10:00 a.m., New York City timeLocal Time, on such date, or, if such notice has not been received by such Account Party the Company prior to such time on such date, then not later than 12:00 noon, New York City timeLocal Time, on (Ai) the Business Day that such Account Party the Company receives such notice, if such notice is received prior to 10:00 a.m., New York City timeLocal Time, on the day of receipt, or (Bii) the Business Day immediately following the day that such Account Party the Company receives such notice, if such notice is not received prior to such time on the day of receipt; provided that, if such LC Disbursement is not less than $10,000,0001,000,000, the Parent Borrower Company may, subject to the conditions to borrowing set forth herein, request in accordance with Section 2.03 or 2.04 2.05 that such payment be financed with an ABR Revolving Borrowing by the Parent Borrower or a Swingline Loan to the Parent Borrower in an equivalent amount Dollar Amount of such LC Disbursement and, to the extent so financed, such Account Partythe Company’s obligation to make such payment shall be discharged and replaced by the resulting ABR Revolving Borrowing or Swingline Loan; or (ii) such Issuing Bank may, if arrangements to do so have been agreed upon in writing by the Parent Borrower, a Borrowing Subsidiary or an Account Party and such Issuing Bank, obtain reimbursement of such LC Disbursement by debiting directly from an account of the Parent Borrower, such Borrowing Subsidiary or such Account Party maintained with such Issuing Bank (or one of its Affiliates) an amount equal to such LC Disbursement; provided that the foregoing shall not be construed to prevent the applicable Account Party from reimbursing LC Disbursements of an Issuing Bank in accordance with alternate procedures agreed upon with such Issuing Bank, so long as such reimbursements are made no later than required under clause (i) above. If such Account Party the Company fails to make such payment when due or the applicable Issuing Bank is unable to debit the designated account of the Parent Borrowerdue, the relevant Borrowing Subsidiary or the relevant Account Party for the full amount of the LC Disbursement, in each case as provided in the preceding sentence, the applicable Issuing Bank shall notify the LC Agent (and upon receipt of such notice the LC Administrative Agent shall notify each Lender and the Administrative Agent) of the applicable LC Disbursement, the payment then due from such Account Party the Company in respect thereof and (in the case of such notice from the LC Agent to each Lender) such Lender’s Applicable Percentage thereof. Promptly following receipt of such notice, each Lender shall pay to the Administrative Agent its Applicable Percentage of the payment then due from such Account Party (the “Participation Amount”)Company, in the same manner as provided in Section 2.06 2.07 with respect to Loans made by such Lender (and Section 2.06 2.07 shall apply, mutatis mutandis, to the payment obligations of the Lenders), and the Administrative Agent shall promptly pay to the applicable Issuing Bank the amounts so received by it from the Lenders. Promptly following receipt by the Administrative Agent of any payment from such Account Party the Company pursuant to this paragraph, the Administrative Agent shall distribute such payment to the applicable Issuing Bank or, to the extent that Lenders have made payments pursuant to this paragraph to reimburse such the Issuing Bank, then to such Lenders and such the Issuing Bank as their interests may appear. Any payment made by a Lender pursuant to this paragraph to reimburse an the Issuing Bank for any LC Disbursement (other than the funding of ABR Revolving Loans or a Swingline Loan as contemplated above) shall not constitute a Loan and shall not relieve such Account Party the Company of its obligation to reimburse such LC Disbursement. If the Company’s reimbursement of, or obligation to reimburse, any amounts in any Foreign Currency would subject the Administrative Agent, the Issuing Bank or any Lender to any stamp duty, ad valorem charge or similar tax that would not be payable if such reimbursement were made or required to be made in Dollars, the Company shall, at its option, either (x) pay the amount of any such tax requested by the Administrative Agent, the Issuing Bank or the relevant Lender or (y) reimburse each LC Disbursement made in such Foreign Currency in Dollars, in an amount equal to the Equivalent Amount, calculated using the applicable exchange rates, on the date such LC Disbursement is made, of such LC Disbursement.

Reimbursement. If an the Issuing Bank shall make any LC Disbursement in respect of a Letter of Credit, (i) the applicable Account Party Borrower shall reimburse such LC Disbursement by paying to such Issuing Bank the Administrative Agent an amount equal to such LC Disbursement not later than 12:00 noon3:00 pm, New York City time, on the date that such LC Disbursement is made, if such Account Party the Borrower shall have received notice of such LC Disbursement prior to 10:00 a.m.1:00 pm, New York City time, on such date, or, if such notice has not been received by such Account Party the Borrower prior to such time on such date, then not later than 12:00 noon2:00 pm, New York City time, on (Ai) the Business Day that such Account Party the Borrower receives such notice, if such notice is received prior to 10:00 a.m.1:00 pm, New York City time, on the day of receipt, or (Bii) the Business Day immediately following the day that such Account Party the Borrower receives such notice, if such notice is not received prior to such time on the day date of receipt; provided that, if such LC Disbursement is not less than $10,000,000100,000, the Parent Borrower may, subject to the conditions to borrowing set forth herein, request in accordance with Section 2.03 or 2.04 that such payment be financed with an ABR Revolving Borrowing by the Parent Borrower or a Swingline Loan to the Parent Borrower in an equivalent amount and, to the extent so financed, such Account Partythe Borrower’s obligation to make such payment shall be discharged and replaced by the resulting ABR Revolving Borrowing or Swingline Loan; or (ii) such Issuing Bank may, if arrangements to do so have been agreed upon in writing by the Parent Borrower, a Borrowing Subsidiary or an Account Party and such Issuing Bank, obtain reimbursement of such LC Disbursement by debiting directly from an account of the Parent Borrower, such Borrowing Subsidiary or such Account Party maintained with such Issuing Bank (or one of its Affiliates) an amount equal to such LC Disbursement; provided that the foregoing shall not be construed to prevent the applicable Account Party from reimbursing LC Disbursements of an Issuing Bank in accordance with alternate procedures agreed upon with such Issuing Bank, so long as such reimbursements are made no later than required under clause (i) above. If such Account Party the Borrower fails to make such payment when due or the applicable Issuing Bank is unable to debit the designated account of the Parent Borrowerdue, the relevant Borrowing Subsidiary or the relevant Account Party for the full amount of the LC Disbursement, in each case as provided in the preceding sentence, the applicable Issuing Bank shall notify the LC Agent (and upon receipt of such notice the LC Administrative Agent shall notify each Lender and the Administrative Agent) of the applicable LC Disbursement, the payment then due from such Account Party the Borrower in respect thereof and (in the case of such notice from the LC Agent to each Lender) such Lender’s Applicable Percentage pro rata (based on its Revolving Loan Commitment) portion thereof. Promptly following receipt of such notice, each Lender shall pay to the Administrative Agent its Applicable Percentage pro rata (based on its Revolving Credit Commitment) portion of the payment then due from such Account Party (the “Participation Amount”)Borrower, in the same manner as provided in Section 2.06 with respect to Loans made by such Lender (and Section 2.06 shall apply, mutatis mutandis, to the payment obligations of the Lenders), and the Administrative Agent shall promptly pay to the applicable Issuing Bank the amounts so received by it from the Lenders. Promptly following receipt by the Administrative Agent of any payment from such Account Party the Borrower pursuant to this paragraph, the Administrative Agent shall distribute such payment to the applicable Issuing Bank or, to the extent that Lenders have made payments pursuant to this paragraph to reimburse such the Issuing Bank, then to such Lenders and such the Issuing Bank as their interests may appear. Any payment made by a Lender pursuant to this paragraph to reimburse an the Issuing Bank for any LC Disbursement (other than the funding of ABR Revolving Loans or a Swingline Loan as contemplated above) shall not constitute a Loan and shall not relieve such Account Party the Borrower of its obligation to reimburse such LC Disbursement.

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

Reimbursement. If an Issuing Bank Lender shall make any LC Disbursement in respect of a Letter of Credit, (i) the applicable Account Party relevant Borrower shall reimburse such Issuing Lender in respect of such LC Disbursement by paying to such Issuing Bank the Administrative Agent an amount equal to such LC Disbursement not later than 12:00 noon, New York City time, on the date that such LC Disbursement is made, if such Account Party shall have received notice of such LC Disbursement prior to 10:00 a.m., New York City time, on such date, or, if such notice has not been received by such Account Party prior to such time on such date, then not later than 12:00 noon, New York City time, on (Ai) the Business Day that the relevant Borrower receives notice that such Account Party receives such noticeLC Disbursement has been made, if such notice is received prior to 10:00 a.m., New York City time, on the day of receipt, or (Bii) the Business Day immediately following the day that such Account Party the relevant Borrower receives such notice, if such notice is not received prior to such time on the day of receipttime; provided that, if such LC Disbursement is not less than $10,000,000, that the Parent relevant Borrower may, subject to the conditions to borrowing set forth herein, request in accordance with Section 2.03 or 2.04 that such payment be financed with an all or any portion of a Revolving ABR Revolving Borrowing by the Parent Borrower or a Swingline Loan to the Parent Borrower in an equivalent amount permitted under Section 2.02(c) (in the event that such LC Disbursement was made in an Alternative Currency, such Borrowing Request shall be for the Dollar Equivalent of the amount of such LC Disbursement) and, to the extent so financed, such Account Partythe relevant Borrower’s obligation to make such payment shall be discharged and replaced by the resulting Revolving ABR Revolving Borrowing (or Swingline Loan; or the applicable portion thereof). Each such payment shall be made to the Issuing Lender in the currency in which such Letter of Credit is denominated (ii) except that, in the case of any Letter of Credit denominated in an Alternative Currency, in the event that such payment is not made to the Issuing Bank may, if arrangements to do so have been agreed upon in writing Lender within three Business Days of the date of receipt by the Parent Borrower, a Borrowing Subsidiary or an Account Party and such Issuing Bank, obtain reimbursement relevant Borrower of such LC Disbursement notice, upon notice by debiting directly from an account of the Parent Issuing Lender to the Borrower, such Borrowing Subsidiary or such Account Party maintained with such Issuing Bank (or one of its Affiliates) payment shall be made in Dollars, in an amount equal to the Dollar Equivalent of the amount of such LC Disbursementpayment) and in immediately available funds. Any conversion by the Issuing Lender of any payment to be made by a Borrower in respect of any Letter of Credit denominated in an Alternative Currency into Dollars in accordance with this Section 2.06(f) shall be conclusive and binding upon such Borrower and the Lenders in the absence of manifest error; provided that upon the foregoing request of any Lender, the Issuing Lender shall not be construed provide to prevent such Lender a certificate including reasonably detailed information as to the applicable Account Party from reimbursing LC Disbursements calculation of an Issuing Bank in accordance with alternate procedures agreed upon with such Issuing Bank, so long as such reimbursements are made no later than required under clause (i) aboveconversion. If such Account Party fails a Borrower’s reimbursement of, or obligation to make such payment when due or reimburse, any amounts in any Alternative Currency would subject the applicable Issuing Bank is unable to debit the designated account of the Parent Borrower, the relevant Borrowing Subsidiary or the relevant Account Party for the full amount of the LC Disbursement, in each case as provided in the preceding sentenceAdministrative Agent, the applicable Issuing Bank Lender or any Lender to any duty, charge or stamp duty, ad valorem charge or similar tax that would not be payable if such reimbursement were made or required to be made in Dollars, the Borrower shall notify pay the amount of any such duty, charge or tax requested by the Administrative Agent, the relevant Issuing Lender or Lender. If any Borrower fails to make payment when due in respect of any LC Agent (and upon receipt Disbursement relating to a Letter of such notice Credit issued for its account, the LC Administrative Agent shall notify each Lender and the Administrative Agent) of the applicable LC Disbursement, the payment then due from such Account Party in respect thereof Borrower and (in the case of such notice from the LC Agent to each Lender) such Lender’s Applicable Percentage thereof. Promptly following receipt of such notice, each Lender shall pay to the Administrative Agent its Applicable Percentage of the payment then due from such Account Party (the “Participation Amount”), in the same manner as provided in Section 2.06 with respect to Loans made by such Lender (and Section 2.06 shall apply, mutatis mutandis, to the payment obligations of the Lenders), and the Administrative Agent shall promptly pay to the applicable Issuing Bank the amounts so received by it from the Lenders. Promptly following receipt by the Administrative Agent of any payment from such Account Party pursuant to this paragraph, the Administrative Agent shall distribute such payment to the applicable Issuing Bank or, to the extent that Lenders have made payments pursuant to this paragraph to reimburse such Issuing Bank, then to such Lenders and such Issuing Bank as their interests may appear. Any payment made by a Lender pursuant to this paragraph to reimburse an Issuing Bank for any LC Disbursement (other than the funding of ABR Revolving Loans or a Swingline Loan as contemplated above) shall not constitute a Loan and shall not relieve such Account Party of its obligation to reimburse such LC Disbursement.

Reimbursement. If an the Issuing Bank shall make any LC Disbursement in respect of a Letter of Credit, (i) the applicable Account Party Borrowers shall reimburse such LC Disbursement by paying to such Issuing Bank the Administrative Agent an amount equal to such LC Disbursement (i) not later than 12:00 noon11:00 a.m., New York City time, on the date that such LC Disbursement is made, if such Account Party the Borrower Representative shall have received notice of such LC Disbursement prior to 10:00 9:00 a.m., New York City time, on such date, or, or (ii) if such notice has not been received by such Account Party the Borrower Representative prior to such time on such date, then not later than 12:00 noon, New York City time, on (A) the Business Day that such Account Party receives such notice, if such notice is received prior to 10:00 11:00 a.m., New York City time, on the day of receipt, or (B) the Business Day immediately following the day that such Account Party the Borrower Representative receives such notice, if such notice is not received prior to such time on the day of receipt; provided that, if such LC Disbursement is not less than $10,000,000, that the Parent Borrower Borrowers may, subject to the conditions to borrowing set forth herein, request in accordance with Section 2.03 or 2.04 Section 2.05 that such payment be financed with an ABR a Base Rate Revolving Borrowing by the Parent Borrower or a Swingline Loan to the Parent Borrower in an equivalent amount and, to the extent so financed, such Account Party’s the Borrowers’ obligation to make such payment shall be discharged and replaced by the resulting ABR Base Rate Revolving Borrowing or Swingline Loan; or (ii) such Issuing Bank may, if arrangements to do so have been agreed upon in writing by the Parent Borrower, a Borrowing Subsidiary or an Account Party and such Issuing Bank, obtain reimbursement of such LC Disbursement by debiting directly from an account of the Parent Borrower, such Borrowing Subsidiary or such Account Party maintained with such Issuing Bank (or one of its Affiliates) an amount equal to such LC Disbursement; provided that the foregoing shall not be construed to prevent the applicable Account Party from reimbursing LC Disbursements of an Issuing Bank in accordance with alternate procedures agreed upon with such Issuing Bank, so long as such reimbursements are made no later than required under clause (i) above. If such Account Party fails the Borrowers fail to make such payment when due or the applicable Issuing Bank is unable to debit the designated account of the Parent Borrowerdue, the relevant Borrowing Subsidiary or the relevant Account Party for the full amount of the LC Disbursement, in each case as provided in the preceding sentence, the applicable Issuing Bank shall notify the LC Agent (and upon receipt of such notice the LC Administrative Agent shall notify each Lender and the Administrative Agent) of the applicable LC Disbursement, the payment then due from such Account Party the Borrowers in respect thereof and (in the case of such notice from the LC Agent to each Lender) such Lender’s Applicable Percentage thereof. Promptly following receipt of such notice, each Lender shall pay to the Administrative Agent its Applicable Percentage of the payment then due from such Account Party (the “Participation Amount”)Borrowers, in the same manner as provided in Section 2.06 2.07 with respect to Loans made by such Lender (and Section 2.06 2.07 shall apply, mutatis mutandis, to the payment obligations of the Lenders), and the Administrative Agent shall promptly pay to the applicable Issuing Bank the amounts so received by it from the Lenders. Promptly following receipt by the Administrative Agent of any payment from such Account Party the Borrowers pursuant to this paragraph, the Administrative Agent shall distribute such payment to the applicable Issuing Bank or, to the extent that Lenders have made payments pursuant to this paragraph to reimburse such the Issuing Bank, then to such Lenders and such the Issuing Bank as their interests may appear. Any payment made by a Lender pursuant to this paragraph to reimburse an the Issuing Bank for any LC Disbursement (other than the funding of ABR Base Rate Revolving Loans or a Swingline Loan as contemplated above) shall not constitute a Loan and shall not relieve such Account Party the Borrowers of its their obligation to reimburse such LC Disbursement.

Reimbursement. If an the relevant Issuing Bank shall make any LC Disbursement in respect of a Letter of Credit, (i) the applicable Account Party Borrower shall reimburse such LC Disbursement by paying to such Issuing Bank the Administrative Agent an amount equal to such LC Disbursement not later than 12:00 noon, New York City time, on the date that such LC Disbursement is made, if such Account Party shall have received notice of such LC Disbursement prior to 10:00 a.m., New York City time, on such date, or, if such notice has not been received by such Account Party prior to such time on such date, then not later than 12:00 noon, New York City time, on (Ai) the Business Day that the Borrower receives notice of such Account Party receives such noticeLC Disbursement, if such notice is received prior to 10:00 9:00 a.m., New York City time, on the day of receipt, or (Bii) 12:00 noon, New York City time, on the Business Day immediately following the day that such Account Party the Borrower receives such notice, if such notice is not received prior to such time after 9:00 a.m., New York City time, on the day of receipt; provided that, if such LC Disbursement is not less greater than or equal to $10,000,0001,000,000, the Parent Borrower may, subject to the conditions to borrowing set forth herein, request in accordance with Section 2.03 or 2.04 2.05 that such payment be financed with an ABR Revolving Borrowing by the Parent Borrower or a Swingline Loan to the Parent Borrower in an equivalent amount of such LC Disbursement and, to the extent so financed, such Account Partythe Borrower’s obligation to make such payment shall be discharged and replaced by the resulting ABR Revolving Borrowing or Swingline Loan; or (ii) such Issuing Bank may, if arrangements to do so have been agreed upon in writing by the Parent Borrower, a Borrowing Subsidiary or an Account Party and such Issuing Bank, obtain reimbursement of such LC Disbursement by debiting directly from an account of the Parent Borrower, such Borrowing Subsidiary or such Account Party maintained with such Issuing Bank (or one of its Affiliates) an amount equal to such LC Disbursement; provided that the foregoing shall not be construed to prevent the applicable Account Party from reimbursing LC Disbursements of an Issuing Bank in accordance with alternate procedures agreed upon with such Issuing Bank, so long as such reimbursements are made no later than required under clause (i) above. If such Account Party the Borrower fails to make such payment when due or the applicable Issuing Bank is unable to debit the designated account of the Parent Borrowerdue, the relevant Borrowing Subsidiary or the relevant Account Party for the full amount of the LC Disbursement, in each case as provided in the preceding sentence, the applicable Issuing Bank shall notify the LC Agent (and upon receipt of such notice the LC Administrative Agent shall notify each Revolving Lender and the Administrative Agent) of the applicable LC Disbursement, the payment then due from such Account Party the Borrower in respect thereof thereof, and (in the case of such notice from the LC Agent to each Lender) such Lender’s Applicable Percentage thereof. Promptly following receipt of such notice, each Revolving Lender shall pay to the Administrative Agent its Applicable Percentage of the payment then due from such Account Party (the “Participation Amount”)Borrower, in the same manner as provided in Section 2.06 2.07 with respect to Loans made by such Lender (and Section 2.06 2.07 shall apply, mutatis mutandis, to the payment obligations of the Revolving Lenders), and the Administrative Agent shall promptly pay to the applicable relevant Issuing Bank the amounts so received by it from the Revolving Lenders. Promptly following receipt by the Administrative Agent of any payment from such Account Party the Borrower pursuant to this paragraph, the Administrative Agent shall distribute such payment to the applicable relevant Issuing Bank or, to the extent that Revolving Lenders have made payments pursuant to this paragraph to reimburse such the relevant Issuing Bank, then to such Lenders and such the relevant Issuing Bank Bank, as their interests may appear. Any payment made by a Revolving Lender pursuant to this paragraph to reimburse an the relevant Issuing Bank for any LC Disbursement (other than the funding of ABR Revolving Loans or a Swingline Loan as contemplated above) shall not constitute a Loan and shall not relieve such Account Party the Borrower of its obligation to reimburse such LC Disbursement.

Reimbursement. If an any Issuing Bank shall make any LC Disbursement in respect of a Letter of CreditCredit issued by such Issuing Bank, (i) the applicable Account Party Borrower shall reimburse such LC Disbursement by paying to such Issuing Bank the Administrative Agent an amount equal to such LC Disbursement not later than 12:00 noon1:00 p.m., New York City Houston time, on the date that third day after such LC Disbursement is made, if such Account Party the Borrower shall have received notice of such LC Disbursement prior to 10:00 9:00 a.m., New York City Houston time, on such date, or, if such notice has not been received by such Account Party the Borrower prior to such time on such date, then not later than 12:00 noon1:00 p.m., New York City Houston time, on (Ai) the Business Day that such Account Party third day after the Borrower receives such notice, if such notice is received prior to 10:00 9:00 a.m., New York City Houston time, on the day of receipt, or (Bii) the Business Day immediately following the third day that such Account Party after the Borrower receives such notice, if such notice is not received prior to such time on the day of receipt; provided that, that if such LC Disbursement is not less than $10,000,0001,000,000, the Parent Borrower mayshall, subject to the conditions to borrowing Borrowing set forth herein, be deemed to have requested, and the Borrower does hereby request in accordance with Section 2.03 or 2.04 under such circumstances, that such payment be financed with a Eurodollar Borrowing with an ABR Revolving Borrowing by the Parent Borrower or a Swingline Loan to the Parent Borrower Interest Period of one month in an equivalent amount and, to the extent so financed, such Account Partythe Borrower’s obligation to make such payment shall be discharged and replaced by the resulting ABR Revolving Borrowing or Swingline Loan; or (ii) such Issuing Bank may, if arrangements to do so have been agreed upon in writing by the Parent Borrower, a Borrowing Subsidiary or an Account Party and such Issuing Bank, obtain reimbursement of such LC Disbursement by debiting directly from an account of the Parent Borrower, such Borrowing Subsidiary or such Account Party maintained with such Issuing Bank (or one of its Affiliates) an amount equal to such LC Disbursement; provided that the foregoing shall not be construed to prevent the applicable Account Party from reimbursing LC Disbursements of an Issuing Bank in accordance with alternate procedures agreed upon with such Issuing Bank, so long as such reimbursements are made no later than required under clause (i) aboveEurodollar Borrowing. If such Account Party the Borrower fails to make such payment when due or the applicable Issuing Bank is unable to debit the designated account of the Parent Borrowerdue, the relevant Borrowing Subsidiary or the relevant Account Party for the full amount of the LC Disbursement, in each case as provided in the preceding sentence, the applicable Issuing Bank shall notify the LC Agent (and upon receipt of such notice the LC Administrative Agent shall notify each Lender and the Administrative Agent) of the applicable LC Disbursement, the payment then due from such Account Party the Borrower in respect thereof and (in the case of such notice from the LC Agent to each Lender) such Lender’s Applicable Percentage thereof. Promptly following receipt of such notice, each Lender shall pay to the Administrative Agent its Applicable Percentage of the payment then due from such Account Party (the “Participation Amount”)Borrower, in the same manner as provided in Section 2.06 2.05 with respect to Loans made by such Lender (and Section 2.06 2.05 shall apply, mutatis mutandis, to the payment obligations of the Lenders), and the Administrative Agent shall promptly pay to the applicable Issuing Bank that issued such Letter of Credit the amounts so received by it from the Lenders. Promptly following receipt by the Administrative Agent of any payment from such Account Party the Borrower pursuant to this paragraphSection 2.08(e), the Administrative Agent shall distribute such payment to the applicable Issuing Bank that issued such Letter of Credit or, to the extent that Lenders have made payments pursuant to this paragraph Section 2.08(e) to reimburse such Issuing Bank, then to such Lenders and such Issuing Bank as their interests may appear. Any payment made by a Lender pursuant to this paragraph Section 2.08(e) to reimburse an any Issuing Bank for any LC Disbursement (other than the funding of ABR Revolving Loans or a Swingline Loan as contemplated above) shall not constitute a Loan and shall not relieve such Account Party the Borrower of its obligation to reimburse such LC Disbursement. Any LC Disbursement not reimbursed by the Borrower or funded as a Loan prior to 1:00 p.m., Houston time on the date such Disbursement is made, shall bear interest for each such day such Disbursement is outstanding at the ABR plus the Applicable Margin.

Reimbursement. If an Issuing Bank Lender shall make any LC Disbursement in respect of a Letter of Credit, (i) the applicable Account Party Borrower shall reimburse such Issuing Lender in respect of such LC Disbursement by paying to such Issuing Bank the Administrative Agent an amount equal to such LC Disbursement not later than 12:00 noon, 1:00 p.m. (New York City time, on the date that such LC Disbursement is made, if such Account Party shall have received notice of such LC Disbursement prior to 10:00 a.m., New York City time, on such date, or, if such notice has not been received by such Account Party prior to such time on such date, then not later than 12:00 noon, New York City time, ) on (Ai) the Business Day that the Borrower receives notice of such Account Party receives such noticeLC Disbursement, if such notice is received prior to 10:00 a.m., 11:00 a.m. (New York City time, on the day of receipt, ) or (Bii) the Business Day immediately following the day that such Account Party the Borrower receives such notice, if such notice is not received prior to such time on the day of receipttime; provided that, if such LC Disbursement is not less than $10,000,000, the Parent Borrower may, subject anything contained in this Agreement to the conditions to borrowing set forth hereincontrary notwithstanding, request in accordance with Section 2.03 or 2.04 that such payment be financed with an ABR Revolving Borrowing by (A) unless the Parent Borrower or a Swingline Loan to the Parent Borrower in an equivalent amount and, to the extent so financed, such Account Party’s obligation to make such payment shall be discharged and replaced by the resulting ABR Revolving Borrowing or Swingline Loan; or (ii) such Issuing Bank may, if arrangements to do so have been agreed upon in writing by the Parent Borrower, a Borrowing Subsidiary or an Account Party notified Administrative Agent and such Issuing Bank, obtain reimbursement Lender prior to 1:00 p.m. (New York City time) on the date on which the Borrower is obligated to reimburse such Issuing Lender in respect of such LC Disbursement by debiting directly from (the “Reimbursement Date”) that the Borrower intends to reimburse such Issuing Lender for the amount of such payment with funds other than the proceeds of a Base Rate Borrowing, the Borrower shall be deemed to have delivered an account irrevocable Borrowing Request to Administrative Agent containing all of the Parent Borrower, such Borrowing Subsidiary or such Account Party maintained with such Issuing Bank (or one of its Affiliates) representations set forth in Exhibit A requesting Revolving Lenders to make Base Rate Loans on the Business Day following the Reimbursement Date in an amount equal to such LC Disbursement; provided that the foregoing shall not be construed amount of the payment and (B) subject to prevent satisfaction or written waiver of the applicable Account Party from reimbursing LC Disbursements of an Issuing Bank conditions specified in Section 1.1 and 5.2 in accordance with alternate procedures agreed upon with the terms thereof, Revolving Lenders shall, on the Reimbursement Date, make Base Rate Loans in the amount of such payment, the proceeds of which shall be applied directly by Administrative Agent to reimburse such Issuing BankLender for the amount of such payment; provided, further, that no Potential Default or Event of Default shall be deemed to exist by reason of a failure of the Borrower to reimburse such Issuing Lender pending the making of such Revolving Loans on the Business Day following the applicable Reimbursement Date in accordance with the terms hereof, including the prior satisfaction or written waiver of the conditions specified in Section 1.1 and 5.2 in accordance with the terms thereof; and provided, further that, if for any reason proceeds of Revolving Loans are not received by such Issuing Lender on the Business Day following the Reimbursement Date in an amount equal to the amount of such payment, the Borrower shall immediately reimburse such Issuing Lender, on demand, in an amount in same day funds equal to the excess of the amount of such payment over the aggregate amount of such Revolving Loans, if any, which are so long as such reimbursements are made no later than required under clause (i) abovereceived. If such Account Party the Borrower fails to make such payment when due or the applicable Issuing Bank is unable to debit the designated account of the Parent Borrowerdue, the relevant Borrowing Subsidiary or the relevant Account Party for the full amount of the LC Disbursement, in each case as provided in the preceding sentence, the applicable Issuing Bank shall notify the LC Agent (and upon receipt of such notice the LC Administrative Agent shall notify each Revolving Lender and the Administrative Agent) of the applicable LC Disbursement, the payment then due from such Account Party the Borrower in respect thereof and (in the case of such notice from the LC Agent to each Lender) such Revolving Lender’s Applicable Revolving Percentage thereof. Promptly following receipt of such notice, each The applicable Issuing Lender shall pay to promptly notify the Administrative Agent its Applicable Percentage upon the making of the payment then due from such Account Party (the “Participation Amount”), in the same manner as provided in Section 2.06 with respect to Loans made by such Lender (and Section 2.06 shall apply, mutatis mutandis, to the payment obligations of the Lenders), and the Administrative Agent shall promptly pay to the applicable Issuing Bank the amounts so received by it from the Lenders. Promptly following receipt by the Administrative Agent of any payment from such Account Party pursuant to this paragraph, the Administrative Agent shall distribute such payment to the applicable Issuing Bank or, to the extent that Lenders have made payments pursuant to this paragraph to reimburse such Issuing Bank, then to such Lenders and such Issuing Bank as their interests may appear. Any payment made by a Lender pursuant to this paragraph to reimburse an Issuing Bank for any LC Disbursement (other than the funding of ABR Revolving Loans or a Swingline Loan as contemplated above) shall not constitute a Loan and shall not relieve such Account Party of its obligation to reimburse such each LC Disbursement.

Reimbursement. If an Issuing Bank shall make any LC Disbursement in respect of a Letter of Credit, (i) the applicable Account Party Borrower shall reimburse such LC Disbursement by paying to such Issuing Bank the Administrative Agent an amount equal to such LC Disbursement not later than 12:00 noon1:00 p.m., New York City time, on the date that such LC Disbursement is made, if such Account Party the Borrower shall have received notice of such LC Disbursement prior to 10:00 a.m., New York City time, on such date, or, if such notice has not been received by such Account Party the Borrower prior to such time on such date, then not later than 12:00 noon, New York City time, on (Ai) the Business Day that such Account Party the Borrower receives such notice, if such notice is received prior to 10:00 a.m., New York City time, on the day of receipt, or (Bii) the Business Day immediately following the day that such Account Party the Borrower receives such notice, if such notice is not received prior to such time on the day of receipt; provided that, if such LC Disbursement is not less than $10,000,0005,000,000, the Parent Borrower may, subject to the conditions to borrowing set forth herein, request in accordance with Section 2.03 or 2.04 that such payment be financed with an ABR Revolving Borrowing by the Parent Borrower or a Swingline Loan to the Parent Borrower in an equivalent amount and, to the extent so financed, such Account Partythe Borrower’s obligation to make such payment shall be discharged and replaced by the resulting ABR Revolving Borrowing or Swingline Loan; or (ii) such Issuing Bank may, if arrangements to do so have been agreed upon in writing by the Parent Borrower, a Borrowing Subsidiary or an Account Party and such Issuing Bank, obtain reimbursement of such LC Disbursement by debiting directly from an account of the Parent Borrower, such Borrowing Subsidiary or such Account Party maintained with such Issuing Bank (or one of its Affiliates) an amount equal to such LC Disbursement; provided that the foregoing shall not be construed to prevent the applicable Account Party from reimbursing LC Disbursements of an Issuing Bank in accordance with alternate procedures agreed upon with such Issuing Bank, so long as such reimbursements are made no later than required under clause (i) above. If such Account Party the Borrower fails to make such payment when due or the applicable Issuing Bank is unable to debit the designated account of the Parent Borrowerdue, the relevant Borrowing Subsidiary or the relevant Account Party for the full amount of the LC Disbursement, in each case as provided in the preceding sentence, the applicable Issuing Bank shall notify the LC Agent (and upon receipt of such notice the LC Administrative Agent shall notify each Lender and the Administrative Agent) of the applicable LC Disbursement, the payment then due from such Account Party the Borrower in respect thereof and (in the case of such notice from the LC Agent to each Lender) such Lender’s Applicable Percentage thereof. Promptly following receipt of such notice, each Lender shall pay to the Administrative Agent its Applicable Percentage of the payment then due from such Account Party (the “Participation Amount”)Borrower, in the same manner as provided in Section 2.06 with respect to Loans made by such Lender (and Section 2.06 shall apply, mutatis mutandis, to the payment obligations of the Lenders), and the Administrative Agent shall promptly pay to the applicable Issuing Bank Banks the amounts so received by it from the Lenders. Promptly following receipt by the Administrative Agent of any payment from such Account Party the Borrower pursuant to this paragraph, the Administrative Agent shall distribute such payment to the applicable Issuing Bank Banks or, to the extent that Lenders have made payments pursuant to this paragraph to reimburse such Issuing BankBanks, then to such Lenders and such Issuing Bank Banks as their interests may appear. Any payment made by a Lender pursuant to this paragraph to reimburse an the applicable Issuing Bank Banks for any LC Disbursement (other than the funding of Revolving ABR Revolving Loans or a Swingline Loan as contemplated above) shall not constitute a Loan and shall not relieve such Account Party the Borrower of its obligation to reimburse such LC Disbursement.

Reimbursement. If an the applicable Issuing Bank Lender shall make any LC Disbursement in respect of a Letter of Credit, (i) the applicable Account Party relevant Borrower shall reimburse such LC Disbursement by paying to such Issuing Bank the Administrative Agent an amount equal to such LC Disbursement plus any interim interest incurred pursuant to paragraph (h) of this Section for (x) LC Disbursements made in Dollars, in Dollars, or (y) LC Disbursements made in an Alternative Currency, in an amount equal to the Dollar Equivalent, calculated using the applicable Exchange Rate on the date such LC Disbursement is made, of such LC Disbursement, in each case, not later than 12:00 noon, New York City time or the relevant local time, as applicable, on the date that such LC Disbursement is made, if such Account Party Borrower shall have received notice of such LC Disbursement prior to 10:00 a.m., New York City time or the relevant local time, as applicable, on such date, or, if such notice has not been received by such Account Party Borrower prior to such time on such date, then not later than 12:00 noon, New York City time or the relevant local time, on (A) the Business Day that such Account Party receives such notice, if such notice is received prior to 10:00 a.m., New York City timeas applicable, on the day of receipt, or (B) the Business Day immediately following the day that such Account Party Borrower receives such notice, if such notice is not received prior to such time on the day of receipt; provided that, if such in the case of any LC Disbursement is not less than $10,000,000made in Dollars, the Parent relevant Borrower may, subject to the conditions to borrowing set forth herein, request in accordance with Section 2.03 2.3 or 2.04 2.4 that such payment be financed in Dollars with an a Borrowing of ABR Domestic Revolving Borrowing by the Parent Borrower Loans or a Swingline Loan to the Parent Borrower in an equivalent amount and, to the extent so financed, such Account PartyBorrower’s obligation to make such payment shall be discharged and replaced by the resulting Borrowing of ABR Domestic Revolving Borrowing Loans or Swingline Loan; or (ii) such Issuing Bank may, if arrangements to do so have been agreed upon in writing by the Parent Borrower, a Borrowing Subsidiary or an Account Party and such Issuing Bank, obtain reimbursement of such LC Disbursement by debiting directly from an account of the Parent Borrower, such Borrowing Subsidiary or such Account Party maintained with such Issuing Bank (or one of its Affiliates) an amount equal to such LC Disbursement; provided that the foregoing shall not be construed to prevent the applicable Account Party from reimbursing LC Disbursements of an Issuing Bank in accordance with alternate procedures agreed upon with such Issuing Bank, so long as such reimbursements are made no later than required under clause (i) above. If such Account Party the relevant Borrower fails to make such payment when due or due, then (i) if such payment relates to an Alternative Currency Letter of Credit, automatically and with no further action required, such Borrower’s obligation to reimburse the applicable LC Disbursement shall be permanently converted into an obligation to reimburse the Dollar Equivalent, calculated using the Exchange Rates on the date when such payment was due, of such LC Disbursement and (ii) the Administrative Agent shall promptly notify the applicable Issuing Bank is unable to debit the designated account of the Parent Borrower, the relevant Borrowing Subsidiary or the relevant Account Party for the full amount of the LC Disbursement, in each case as provided in the preceding sentence, the applicable Issuing Bank shall notify the LC Agent (and upon receipt of such notice the LC Agent shall notify each Lender and the Administrative Agent) each other Domestic Revolving Lender of the applicable LC Disbursement, the Dollar Equivalent thereof (if such LC Disbursement relates to an Alternative Currency Letter of Credit), the payment then due from such Account Party Borrower in respect thereof and (in the case of such notice from the LC Agent to each Lender) such Lender’s Applicable Percentage thereof. Promptly following receipt of such notice, each Domestic Revolving Lender shall pay to the Administrative Agent in Dollars its Applicable Percentage of the payment then due from the relevant Borrower (determined as provided in clause (i) above, if such Account Party (the “Participation Amount”payment relates to an Alternative Currency Letter of Credit), in the same manner as provided in Section 2.06 2.7 with respect to Loans made by such Lender (and Section 2.06 2.7 shall apply, mutatis mutandis, to the payment obligations of the Domestic Revolving Lenders), and the Administrative Agent shall promptly pay to the applicable Issuing Bank Lender in Dollars the amounts so received by it from the Domestic Revolving Lenders. Promptly following receipt by the Administrative Agent of any payment from such Account Party any Borrower pursuant to this paragraph, the Administrative Agent shall distribute such payment to the applicable Issuing Bank Lender or, to the extent that Domestic Revolving Lenders have made payments pursuant to this paragraph to reimburse such Issuing BankLender, then to such Lenders and such Issuing Bank Lender as their interests may appear. Any payment made by a Domestic Revolving Lender pursuant to this paragraph to reimburse an any Issuing Bank Lender for any LC Disbursement (other than the funding of ABR Domestic Revolving Loans or a Swingline Loan as contemplated above) shall not constitute a Loan and shall not relieve such Account Party any Borrower of its obligation to reimburse such LC Disbursement.

Reimbursement. If an the Issuing Bank shall make any LC Disbursement in respect of a Letter of Credit, (i) the applicable Account Party Borrower shall reimburse such LC Disbursement by paying to such Issuing Bank the Administrative Agent an amount equal to such LC Disbursement not later than 12:00 noon1:00 p.m., New York City time, on the date Business Day that such LC Disbursement is made, if such Account Party the Borrower shall have received notice of such LC Disbursement prior to 10:00 11:00 a.m., New York City time, on such date, or, if such notice has not been received by such Account Party the Borrower prior to such time on such date, then not later than 12:00 noon1:00 p.m., New York City time, on (Ai) the Business Day that such Account Party the Borrower receives such notice, if such notice is received prior to 10:00 11:00 a.m., New York City time, on the day of receipt, or (Bii) the Business Day immediately following the day that such Account Party the Borrower receives such notice, if such notice is not received prior to such time on the day of receipt; provided that, if such LC Disbursement is not less than $10,000,000, that the Parent Borrower may, subject to the conditions to borrowing set forth herein, request in accordance with Section 2.03 or 2.04 that such payment be financed with an ABR Revolving Borrowing by the Parent Borrower or a Swingline Loan to the Parent Borrower in an equivalent amount and, to the extent so financed, such Account Partythe Borrower’s obligation to make such payment shall be discharged and replaced by the resulting ABR Revolving Borrowing or Swingline Loan; or (ii) such Issuing Bank may, if arrangements to do so have been agreed upon in writing by the Parent Borrower, a Borrowing Subsidiary or an Account Party and such Issuing Bank, obtain reimbursement of such LC Disbursement by debiting directly from an account of the Parent Borrower, such Borrowing Subsidiary or such Account Party maintained with such Issuing Bank (or one of its Affiliates) an amount equal to such LC Disbursement; provided that the foregoing shall not be construed to prevent the applicable Account Party from reimbursing LC Disbursements of an Issuing Bank in accordance with alternate procedures agreed upon with such Issuing Bank, so long as such reimbursements are made no later than required under clause (i) aboveBorrowing. If such Account Party the Borrower fails to make such payment when due or the applicable Issuing Bank is unable to debit the designated account of the Parent Borrowerdue, the relevant Borrowing Subsidiary or the relevant Account Party for the full amount of the LC Disbursement, in each case as provided in the preceding sentence, the applicable Issuing Bank shall notify the LC Agent (and upon receipt of such notice the LC Administrative Agent shall promptly notify each Lender and the Administrative Agent) of the applicable LC Disbursement, the payment then due from such Account Party the Borrower in respect thereof and (in the case of such notice from the LC Agent to each Lender) such Lender’s Applicable Percentage thereof. Promptly following receipt of such notice, each Lender shall pay to the Administrative Agent its Applicable Percentage of the payment then due from such Account Party (the “Participation Amount”)Borrower, in the same manner as provided in Section 2.06 with respect to Loans made by such Lender (and Section 2.06 shall apply, mutatis mutandis, to the payment obligations of the Lenders), and the Administrative Agent shall promptly pay to the applicable Issuing Bank the amounts so received by it from the Lenders. Promptly following receipt by the Administrative Agent of any payment from such Account Party the Borrower pursuant to this paragraph, the Administrative Agent shall distribute such payment to the applicable Issuing Bank or, to the extent that Lenders have made payments pursuant to this paragraph to reimburse such the Issuing Bank, then to such Lenders and such the Issuing Bank as their interests may appear. Any payment made by a Lender pursuant to this paragraph to reimburse an the Issuing Bank for any LC Disbursement (other than the funding of ABR Revolving Loans or a Swingline Loan as contemplated above) shall not constitute a Loan and shall not relieve such Account Party the Borrower of its obligation to reimburse such LC Disbursement.

Reimbursement. If an the applicable Issuing Bank shall make any LC Disbursement in respect of a Letter of Credit, (i) the applicable Account Party Borrower shall reimburse such LC Disbursement by paying to such Issuing Bank an amount equal to such LC Disbursement (i) not later than 12:00 noon, 2:00 p.m. (New York City time, ) on the date that such LC Disbursement is made, if such Account Party Borrower shall have received notice of such LC Disbursement prior to 10:00 a.m., a.m. (New York City time, ) on such date, or, or (ii) if such notice has not been received by such Account Party Borrower prior to such time 10:00 a.m. (New York City time) on such LC Disbursement date, then not later than 12:00 noon, 2:00 p.m. (New York City time, ) on (Ax) the Business Day that on which such Account Party Borrower receives such notice, if such notice is received prior to 10:00 a.m., a.m. (New York City time, ) on the such day of receipt, or (By) the Business Day immediately following the day that on which such Account Party Borrower receives such notice, if such notice is not received prior to 10:00 a.m. (New York City time) on such time on the day of receipt; provided that, if that such LC Disbursement is not less than $10,000,000, the Parent Borrower may, subject to the conditions to borrowing set forth herein, request in accordance with Section 2.03 or 2.04 2.02 that such payment be financed with an ABR a Revolving Borrowing by the Parent Borrower or a Swingline Loan to the Parent Borrower Credit Advance in an equivalent amount and, to the extent so financed, such Account Party’s Borrower's obligation to make such payment shall be discharged and replaced by the resulting ABR Revolving Borrowing or Swingline Loan; or (ii) such Issuing Bank may, if arrangements to do so have been agreed upon in writing by the Parent Borrower, a Borrowing Subsidiary or an Account Party and such Issuing Bank, obtain reimbursement of such LC Disbursement by debiting directly from an account of the Parent Borrower, such Borrowing Subsidiary or such Account Party maintained with such Issuing Bank (or one of its Affiliates) an amount equal to such LC Disbursement; provided that the foregoing shall not be construed to prevent the applicable Account Party from reimbursing LC Disbursements of an Issuing Bank in accordance with alternate procedures agreed upon with such Issuing Bank, so long as such reimbursements are made no later than required under clause (i) aboveCredit Advance. If such Account Party Borrower fails to make such payment when due or the applicable Issuing Bank is unable to debit the designated account of the Parent Borrower, the relevant Borrowing Subsidiary or the relevant Account Party for the full amount of the LC Disbursement, in each case as provided in the preceding sentencedue, the applicable Issuing Bank shall notify the LC Administrative Agent (and upon receipt of such notice the LC Administrative Agent shall notify each Lender and the Administrative Agent) of the applicable LC Disbursement, the payment then due from such Account Party Borrower in respect thereof and (in the case of such notice from the LC Agent to each Lender) such Lender’s 's Applicable Percentage thereof. Promptly following receipt of such notice, each Lender shall pay to the Administrative Agent its Applicable Percentage of the payment then due from such Account Party (the “Participation Amount”)Borrower, in the same manner as provided in Section 2.06 2.02 with respect to Loans Revolving Credit Advances made by such Lender (and Section 2.06 2.02 shall apply, mutatis mutandis, to the payment obligations of the Lenders), and the Administrative Agent shall promptly pay to the applicable Issuing Bank the amounts so received by it from the Lenders; provided that such Borrower shall remain obligated to pay interest on such LC Disbursement until the applicable Issuing Bank is reimbursed for such LC Disbursement in accordance with clause (h) of this Section 2.03. Promptly following receipt by the Administrative Agent of any payment from such Account Party Borrower pursuant to this paragraphsubsection, the Administrative Agent shall distribute such payment to the applicable Issuing Bank or, to the extent that Lenders have made payments pursuant to this paragraph subsection to reimburse such Issuing Bank, then to such Lenders and such Issuing Bank as their interests may appear. Any payment made by a Lender pursuant to this paragraph subsection to reimburse an the applicable Issuing Bank for any LC Disbursement (other than including the funding of ABR Revolving Loans or a Swingline Loan Credit Advances as contemplated above) shall not constitute a Loan Revolving Credit Advance and the applicable Borrower shall be deemed to have reimbursed the applicable Issuing Bank as of date of such payment and the Lenders shall be deemed to have extended, and such Borrower shall be deemed to have accepted, a Revolving Credit Advance in the aggregate principal amount of such payment without any further action on the part of any party, provided that if any such payment is not relieve deemed to be the funding of a Revolving Credit Advance for any reason, such Account Party payment shall constitute the funding of its obligation to reimburse such Lender's participation in the applicable LC Disbursement.

Reimbursement. If an Issuing Bank shall make any LC Disbursement in respect of a Letter of Credit, (i) the applicable Account Party Borrower shall reimburse such Issuing Bank in respect of such LC Disbursement by paying to such Issuing Bank the Administrative Agent an amount equal to such LC Disbursement not later than 12:00 noon, New York City time, on the date that such LC Disbursement is made, if such Account Party shall have received notice of such LC Disbursement prior to 10:00 a.m., New York City time, on such date, or, if such notice has not been received by such Account Party prior to such time on such date, then not later than 12:00 noon, New York City time, on (Ai) the Business Day that the Borrower receives notice of such Account Party receives such noticeLC Disbursement, if such notice is received prior to 10:00 a.m., New York City time, on the day of receipt, or (Bii) the Business Day immediately following the day that such Account Party the Borrower receives such notice, if such notice is not received prior to such time on the day of receipt; time, provided that, if such LC Disbursement is not less than $10,000,0001,000,000, the Parent Borrower may, subject to the conditions to borrowing set forth hereinherein (other than any minimum amounts, including as set forth in Section 2.02(c)), request in accordance with Section 2.03 or 2.04 that such payment be financed with a Eurocurrency Borrowing or a Term Benchmark Borrowing, in each case having an Interest Period of one (1) month’s duration of either Class (or a Pro-Rata Borrowing), an RFR Borrowing, an ABR Revolving Borrowing by the Parent Borrower or a Swingline Loan to the Parent Borrower in an equivalent amount and, to the extent so financed, such Account Partythe Borrower’s obligation to make such payment shall be discharged and replaced by the resulting Eurocurrency Borrowing, Term Benchmark Borrowing, RFR Borrowing, ABR Revolving Borrowing or Swingline Loan; or (ii) such Issuing Bank may, if arrangements to do so have been agreed upon in writing by the Parent Borrower, a Borrowing Subsidiary or an Account Party and such Issuing Bank, obtain reimbursement of such LC Disbursement by debiting directly from an account of the Parent Borrower, such Borrowing Subsidiary or such Account Party maintained with such Issuing Bank (or one of its Affiliates) an amount equal to such LC Disbursement; provided that the foregoing shall not be construed to prevent the applicable Account Party from reimbursing LC Disbursements of an Issuing Bank in accordance with alternate procedures agreed upon with such Issuing Bank, so long as such reimbursements are made no later than required under clause (i) above. If such Account Party the Borrower fails to make such payment when due or the applicable Issuing Bank is unable to debit the designated account of the Parent Borrowerdue, the relevant Borrowing Subsidiary or the relevant Account Party for the full amount of the LC Disbursement, in each case as provided in the preceding sentence, the applicable Issuing Bank shall notify the LC Agent (and upon receipt of such notice the LC Administrative Agent shall notify each affected Revolving Lender and the Administrative Agent) with a Commitment then in effect of the applicable LC Disbursement, the payment then due from such Account Party the Borrower in respect thereof and (in the case of such notice from the LC Agent to each Lender) such Revolving Lender’s Applicable Revolving Multicurrency Percentage or Applicable Revolving Dollar Percentage, as applicable, thereof. Promptly following receipt of such notice, each Lender shall pay to the Administrative Agent its Applicable Percentage of the payment then due from such Account Party (the “Participation Amount”), in the same manner as provided in Section 2.06 with respect to Loans made by such Lender (and Section 2.06 shall apply, mutatis mutandis, to the payment obligations of the Lenders), and the Administrative Agent shall promptly pay to the applicable Issuing Bank the amounts so received by it from the Lenders. Promptly following receipt by the Administrative Agent of any payment from such Account Party pursuant to this paragraph, the Administrative Agent shall distribute such payment to the applicable Issuing Bank or, to the extent that Lenders have made payments pursuant to this paragraph to reimburse such Issuing Bank, then to such Lenders and such Issuing Bank as their interests may appear. Any payment made by a Lender pursuant to this paragraph to reimburse an Issuing Bank for any LC Disbursement (other than the funding of ABR Revolving Loans or a Swingline Loan as contemplated above) shall not constitute a Loan and shall not relieve such Account Party of its obligation to reimburse such LC Disbursement.

Reimbursement. If an the Issuing Bank shall make any LC Disbursement in respect of a Letter of Credit, (i) the applicable Account Party Borrower shall reimburse such LC Disbursement by paying to such Issuing Bank the Administrative Agent an amount equal to such LC Disbursement not later than 12:00 noon1:00 p.m., New York City time, on the date that such LC Disbursement is made, if such Account Party the Borrower shall have received notice of such LC Disbursement prior to 10:00 a.m., New York City time, on such date, or, if such notice has not been received by such Account Party the Borrower prior to such time on such date, then not later than 12:00 noon1:00 p.m., New York City time, on (Ai) the Business Day that such Account Party the Borrower receives such notice, if such notice is received prior to 10:00 a.m., New York City time, on the day of receipt, or (Bii) the Business Day immediately following the day that such Account Party the Borrower receives such notice, if such notice is not received prior to such time on the day of receipt; provided that, if such LC Disbursement is not less than $10,000,000, that the Parent Borrower may, subject to the conditions to borrowing set forth herein, request in accordance with Section 2.03 2.3 or 2.04 2.5 that such payment be financed with an ABR Revolving Borrowing by the Parent Borrower or a Swingline Loan to the Parent Borrower in an equivalent amount and, to the extent so financed, such Account Partythe Borrower’s obligation to make such payment shall be discharged and replaced by the resulting ABR Revolving Borrowing or Swingline Loan; or (ii) such Issuing Bank may, if arrangements to do so have been agreed upon in writing by the Parent Borrower, a Borrowing Subsidiary or an Account Party and such Issuing Bank, obtain reimbursement of such LC Disbursement by debiting directly from an account of the Parent Borrower, such Borrowing Subsidiary or such Account Party maintained with such Issuing Bank (or one of its Affiliates) an amount equal to such LC Disbursement; provided that the foregoing shall not be construed to prevent the applicable Account Party from reimbursing LC Disbursements of an Issuing Bank in accordance with alternate procedures agreed upon with such Issuing Bank, so long as such reimbursements are made no later than required under clause (i) above. If such Account Party the Borrower fails to make such payment when due or the applicable Issuing Bank is unable to debit the designated account of the Parent Borrowerdue, the relevant Borrowing Subsidiary or the relevant Account Party for the full amount of the LC Disbursement, in each case as provided in the preceding sentence, the applicable Issuing Bank shall notify the LC Agent (and upon receipt of such notice the LC Administrative Agent shall notify each Lender and the Administrative Agent) of the applicable LC Disbursement, the payment then due from such Account Party the Borrower in respect thereof and (in the case of such notice from the LC Agent to each Lender) such Lender’s Applicable Percentage thereof. Promptly following receipt of such notice, each Lender shall pay to the Administrative Agent its Applicable Percentage of the payment then due from such Account Party (the “Participation Amount”)Borrower, in the same manner as provided in Section 2.06 2.7 with respect to Loans made by such Lender (and Section 2.06 2.7 shall apply, mutatis mutandis, to the payment obligations of the Lenders), and the Administrative Agent shall promptly pay to the applicable Issuing Bank the amounts so received by it from the Lenders. Promptly following receipt by the Administrative Agent of any payment from such Account Party the Borrower pursuant to this paragraph, the Administrative Agent shall distribute such payment to the applicable Issuing Bank or, to the extent that Lenders have made payments pursuant to this paragraph to reimburse such the Issuing Bank, then to such Lenders and such the Issuing Bank as their interests may appear. Any payment made by a Lender pursuant to this paragraph to reimburse an the Issuing Bank for any LC Disbursement (other than the funding of ABR Revolving Loans or a Swingline Loan as contemplated above) shall not constitute a Loan and shall not relieve such Account Party the Borrower of its obligation to reimburse such LC Disbursement.

Reimbursement. If an any Issuing Bank shall make any LC Disbursement in respect of a Letter of Credit, (i) the applicable Account Party relevant Borrower shall reimburse such LC Disbursement by paying to such the applicable Issuing Bank an amount equal to such LC Disbursement not later than 12:00 noon2:00 p.m., New York City San Francisco time (or 2:00 p.m., Charlotte, North Carolina time, in the case of any Existing Letter of Credit), on the date that such LC Disbursement is made, if such Account Party Borrower shall have received notice of such LC Disbursement prior to 10:00 a.m., New York City San Francisco time (or 10:00 a.m., Charlotte, North Carolina time, in the case of any Existing Letter of Credit), on such date, or, if such notice has not been received by such Account Party Borrower prior to such time on such date, then not later than 12:00 noon2:00 p.m., New York City San Francisco time (or 2:00 p.m., Charlotte, North Carolina time, in the case of any Existing Letter of Credit), on (Ai) the Business Day that such Account Party Borrower receives such notice, if such notice is received prior to 10:00 a.m., New York City San Francisco time (or 10:00 a.m., Charlotte, North Carolina time, in the case of any Existing Letter of Credit), on the day of receipt, or (Bii) the Business Day immediately following the day that such Account Party Borrower receives such notice, if such notice is not received prior to such time on the day of receipt; provided that, if such LC Disbursement is not less than $10,000,000, that the Parent relevant Borrower may, subject to the conditions to borrowing set forth herein, request in accordance with Section 2.03 or 2.04 that such payment be financed with an ABR Revolving Borrowing by the Parent Borrower or a Swingline Loan to the Parent Borrower in an equivalent amount and, to the extent so financed, such Account Partythe relevant Borrower’s obligation to make such payment shall be discharged and replaced by the resulting ABR Revolving Borrowing or Swingline Loan; or (ii) such Issuing Bank may, if arrangements to do so have been agreed upon in writing by the Parent Borrower, a Borrowing Subsidiary or an Account Party and such Issuing Bank, obtain reimbursement of such LC Disbursement by debiting directly from an account of the Parent Borrower, such Borrowing Subsidiary or such Account Party maintained with such Issuing Bank (or one of its Affiliates) an amount equal to such LC Disbursement; provided that the foregoing shall not be construed to prevent the applicable Account Party from reimbursing LC Disbursements of an Issuing Bank in accordance with alternate procedures agreed upon with such Issuing Bank, so long as such reimbursements are made no later than required under clause (i) aboveBorrowing. If such Account Party the relevant Borrower fails to make such payment when due or the applicable Issuing Bank is unable to debit the designated account of the Parent Borrowerdue, the relevant Borrowing Subsidiary or the relevant Account Party for the full amount of the LC Disbursement, in each case as provided in the preceding sentence, the applicable Issuing Bank shall notify the LC Agent (and upon receipt of such notice the LC Administrative Agent shall notify each Lender and the Administrative Agent) of the applicable LC Disbursement, the payment then due from such Account Party Borrower in respect thereof and (in the case of such notice from the LC Agent to each Lender) such Lender’s Applicable Percentage thereof. Promptly following receipt of such notice, each Lender shall pay to the Administrative Agent its Applicable Percentage of the payment then due from such Account Party (the “Participation Amount”)Borrower, in the same manner as provided in Section 2.06 with respect to Revolving Loans made by such Lender (and Section 2.06 shall apply, mutatis mutandis, to the payment obligations of the Lenders), and the Administrative Agent shall promptly pay to the applicable relevant Issuing Bank the amounts so received by it from the Lenders. Promptly following receipt by the Administrative Agent of any payment from such Account Party pursuant to this paragraph, the Administrative Agent shall distribute such payment to the applicable Issuing Bank or, to the extent that Lenders have made payments pursuant to this paragraph to reimburse such Issuing Bank, then to such Lenders and such the Issuing Bank Banks as their interests may appear. Any payment made by a Lender pursuant to this paragraph to reimburse an any Issuing Bank for any LC Disbursement (other than the funding of ABR Revolving Loans or a Swingline Loan as contemplated above) shall not constitute a Revolving Loan and shall not relieve such Account Party the relevant Borrower of its obligation to reimburse such LC Disbursement.

Reimbursement. If an Issuing Bank shall make any LC Disbursement in respect of a Letter of Credit, (i) the applicable Account Party Borrowers shall reimburse such LC Disbursement by paying to such Issuing Bank the Administrative Agent an amount equal to such LC Disbursement (i) not later than 12:00 noon1:00 p.m., New York City time, on the date that such LC Disbursement is made, if such Account Party the Borrower Representative shall have received notice of such LC Disbursement prior to 10:00 a.m., New York City time, on such date, or, (ii) if such notice has not been received by such Account Party the Borrower Representative prior to such time on such date, then not later than 12:00 noon, New York City time, on (A) the Business Day that such Account Party the Borrower Representative receives such notice, if such notice is received prior to 10:00 a.m., New York City time, on the day of receipt, or (B) the Business Day immediately following the day that such Account Party the Borrower Representative receives such notice, if such notice is not received prior to such time on the day of receipt; provided that, if such LC Disbursement is not less than $10,000,000, that the Parent Borrower Representative may, subject to the conditions to borrowing set forth herein, request in accordance with Section 2.03 or 2.04 Section 2.05 that such payment be financed with an ABR Revolving Borrowing by the Parent Borrower or a Swingline Loan to the Parent Borrower in an equivalent amount and, to the extent so financed, such Account Party’s the Borrowers’ obligation to make such payment shall be discharged and replaced by the resulting ABR Revolving Borrowing or Swingline Loan; or (ii) such Issuing Bank may, if arrangements to do so have been agreed upon in writing by the Parent Borrower, a Borrowing Subsidiary or an Account Party and such Issuing Bank, obtain reimbursement of such LC Disbursement by debiting directly from an account of the Parent Borrower, such Borrowing Subsidiary or such Account Party maintained with such Issuing Bank (or one of its Affiliates) an amount equal to such LC Disbursement; provided that the foregoing shall not be construed to prevent the applicable Account Party from reimbursing LC Disbursements of an Issuing Bank in accordance with alternate procedures agreed upon with such Issuing Bank, so long as such reimbursements are made no later than required under clause (i) above. If such Account Party fails the Borrowers fail to make such payment when due due, such amount, if denominated in Canadian Dollars or other Designated Currencies, shall be converted to U.S. Dollars and shall bear interest at the applicable Issuing Bank is unable to debit Alternate Base Rate and the designated account of the Parent Borrower, the relevant Borrowing Subsidiary or the relevant Account Party for the full amount of the LC Disbursement, in each case as provided in the preceding sentence, the applicable Issuing Bank shall notify the LC Agent (and upon receipt of such notice the LC Administrative Agent shall notify each Lender and the Administrative Agent) of the applicable LC Disbursement, the payment then due from such Account Party the Borrowers in respect thereof and (in the case of such notice from the LC Agent to each Lender) such Lender’s Applicable Percentage thereof. Promptly following receipt of such notice, each Lender shall pay to the Administrative Agent its Applicable Percentage of the payment then due from such Account Party (the “Participation Amount”)Borrowers, in the same manner as provided in Section 2.06 2.07 with respect to Loans made by such Lender (and Section 2.06 2.07 shall apply, mutatis mutandis, to the payment obligations of the Lenders), and the Administrative Agent shall promptly pay to the applicable Issuing Bank the amounts so received by it from the Lenders. Promptly following receipt by the Administrative Agent of any payment from such Account Party the Borrowers pursuant to this paragraph, the Administrative Agent shall distribute such payment to the applicable Issuing Bank or, to the extent that Lenders have made payments pursuant to this paragraph to reimburse such the Issuing Bank, then to such Lenders and such the Issuing Bank as their interests may appear. Any payment made by a Lender pursuant to this paragraph to reimburse an Issuing Bank for any LC Disbursement (other than the funding of ABR Revolving Loans or a Swingline Loan as contemplated above) shall not constitute a Loan and shall not relieve such Account Party the Borrowers of its their obligation to reimburse such LC Disbursement.

Reimbursement. If an Issuing Bank shall make any LC Disbursement in respect of a Letter of Credit, (i) the applicable Account Party Borrower shall reimburse such LC Disbursement by paying to such Issuing Bank the Administrative Agent an amount equal to such LC Disbursement not later than 12:00 noon3:00 p.m., New York City time, on the date that such LC Disbursement is made, if such Account Party the Borrower shall have received notice of such LC Disbursement prior to 10:00 11:00 a.m., New York City time, on such date, or, if such notice has not been received by such Account Party the Borrower prior to such time on such date, then not later than 12:00 noon3:00 p.m., New York City time, on (Ai) the Business Day that such Account Party the Borrower receives such notice, if such notice is received prior to 10:00 11:00 a.m., New York City time, on the day of receipt, or (Bii) the Business Day immediately following the day that such Account Party the Borrower receives such notice, if such notice is not received prior to such time on the day of receipt; provided that, if such LC Disbursement is not less than $10,000,000500,000, the Parent Borrower may, subject to the conditions to borrowing set forth herein, request in accordance with Section 2.03 or 2.04 that such payment be financed with an ABR Revolving Borrowing by the Parent Borrower or a Swingline Loan to the Parent Borrower in an equivalent amount and, to the extent so financed, such Account Partythe Borrower’s obligation to make such payment shall be discharged and replaced by the resulting ABR Revolving Borrowing or Swingline Loan; or (ii) such Issuing Bank may, if arrangements to do so have been agreed upon in writing by the Parent Borrower, a Borrowing Subsidiary or an Account Party and such Issuing Bank, obtain reimbursement of such LC Disbursement by debiting directly from an account of the Parent Borrower, such Borrowing Subsidiary or such Account Party maintained with such Issuing Bank (or one of its Affiliates) an amount equal to such LC Disbursement; provided that the foregoing shall not be construed to prevent the applicable Account Party from reimbursing LC Disbursements of an Issuing Bank in accordance with alternate procedures agreed upon with such Issuing Bank, so long as such reimbursements are made no later than required under clause (i) above. If such Account Party the Borrower fails to make such payment when due or the applicable Issuing Bank is unable to debit the designated account of the Parent Borrowerdue, the relevant Borrowing Subsidiary or the relevant Account Party for the full amount of the LC Disbursement, in each case as provided in the preceding sentence, the applicable Issuing Bank shall notify the LC Agent (and upon receipt of such notice the LC Administrative Agent shall notify each Revolving Lender and the Administrative Agent) of the applicable LC Disbursement, the payment then due from such Account Party the Borrower in respect thereof and (in the case of such notice from the LC Agent to each Lender) such Lender’s Applicable Percentage thereof. Promptly following receipt of such notice, each Revolving Lender shall pay to the Administrative Agent its Applicable Percentage of the payment then due from such Account Party (the “Participation Amount”)Borrower, in the same manner as provided in Section 2.06 with respect to Loans made by such Lender (and Section 2.06 shall apply, mutatis mutandis, to the payment obligations of the Revolving Lenders), and the Administrative Agent shall promptly pay to the applicable Issuing Bank the amounts so received by it from the Revolving Lenders. Promptly following receipt by the Administrative Agent of any payment from such Account Party the Borrower pursuant to this paragraph, the Administrative Agent shall distribute such payment to the applicable Issuing Bank or, to the extent that Revolving Lenders have made payments pursuant to this paragraph to reimburse such Issuing Bank, then to such Lenders and such Issuing Bank as their interests may appear. Any payment made by a Revolving Lender pursuant to this paragraph to reimburse an Issuing Bank for any LC Disbursement (other than the funding of ABR Revolving Loans or a Swingline Loan as contemplated above) shall not constitute a Loan and shall not relieve such Account Party the Borrower of its obligation to reimburse such LC Disbursement.

Reimbursement. If an the Issuing Bank shall make any LC Disbursement in respect of a Letter of Credit, (i) the applicable Account Party Company shall reimburse such LC Disbursement by paying to the Administrative Agent in the currency of such Issuing Bank LC Disbursement an amount equal to such LC Disbursement Disbursement, not later than 12:00 noon1:00 p.m., New York City time, on the date that such LC Disbursement is made, if such Account Party the Company shall have received notice of such LC Disbursement prior to 10:00 11:00 a.m., New York City time, on such date, or, if such notice has not been received by such Account Party the Company prior to such time on such date, then not later than 12:00 noon1:00 p.m., New York City time, on (A) the Business Day that such Account Party the Company receives such notice, if such notice is received prior to 10:00 11:00 a.m., New York City time, on the day of receipt, or (B) the Business Day immediately following the day that such Account Party the Company receives such notice, if such notice is not received prior to such time on the day of receipt; provided that, if such LC Disbursement is not less than $10,000,000, the Parent Borrower may, subject to the conditions to borrowing set forth herein, request in accordance with Section 2.03 or 2.04 that such payment be financed with an ABR Revolving Borrowing by the Parent Borrower or a Swingline Loan to the Parent Borrower in an equivalent amount and, to the extent so financed, such Account Party’s obligation to make such payment shall be discharged and replaced by the resulting ABR Revolving Borrowing or Swingline Loan; or (ii) such Issuing Bank may, if arrangements to do so have been agreed upon in writing by the Parent Borrower, a Borrowing Subsidiary or an Account Party and such Issuing Bank, obtain reimbursement of such LC Disbursement by debiting directly from an account of the Parent Borrower, such Borrowing Subsidiary or such Account Party maintained with such Issuing Bank (or one of its Affiliates) an amount equal to such LC Disbursement; provided that the foregoing shall not be construed to prevent the applicable Account Party from reimbursing LC Disbursements of an Issuing Bank in accordance with alternate procedures agreed upon with such Issuing Bank, so long as such reimbursements are made no later than required under clause (i) above. If such Account Party the Company fails to make such payment when due or then, upon notice from the applicable Issuing Bank to the Company and the Administrative Agent, (i) if the applicable Letter of Credit is unable to debit the designated account of the Parent Borrowerdenominated in a Designated Foreign Currency, the relevant Borrowing Subsidiary or Company’s obligation to reimburse such LC Disbursement shall be converted into an obligation in US Dollars in such amount as the relevant Account Party for the full Administrative Agent shall determine would be required, based on current exchange rates, to enable it to purchase an amount of such Designated Foreign Currency equal to the amount of such LC Disbursement, in each case as provided in and (ii) the preceding sentence, the applicable Issuing Bank shall notify the LC Agent (and upon receipt of such notice the LC Administrative Agent shall notify each Revolving Lender and the Administrative Agent) of the applicable LC Disbursement, the payment then due from such Account Party the Company in respect thereof and (in the case of such notice from the LC Agent to each Lender) such Revolving Lender’s Applicable Percentage Percentage, thereof. Promptly following receipt of such notice, each Revolving Lender shall pay to the Administrative Agent in US Dollars its Applicable Percentage of the payment then due from such Account Party (the “Participation Amount”), Company in the same manner as provided in Section 2.06 with respect to Loans made by such Revolving Lender (and Section 2.06 shall apply, mutatis mutandis, to the payment obligations of the Revolving Lenders), and the Administrative Agent shall promptly pay to the applicable Issuing Bank the amounts so received by it from the Revolving Lenders. Promptly following receipt by the Administrative Agent of any payment from such Account Party the Company pursuant to this paragraph, the Administrative Agent shall distribute such payment to the applicable Issuing Bank or, to the extent that Revolving Lenders have made payments pursuant to this paragraph to reimburse such the Issuing Bank, then to such Revolving Lenders and such the Issuing Bank as their interests may appear. Any payment made by a Revolving Lender pursuant to this paragraph to reimburse an the Issuing Bank for any LC Disbursement (other than the funding of ABR Revolving Loans or a Swingline Loan as contemplated above) shall not constitute a Loan and shall not relieve such Account Party the Company of its obligation to reimburse such LC Disbursement.

Reimbursement. If an any Issuing Bank shall make any LC Disbursement in respect of a Letter of Credit, (i) the applicable Account Party Borrower shall reimburse such LC Disbursement by paying to such Issuing Bank the Administrative Agent an amount equal to such LC Disbursement not later than 12:00 noon5:00 p.m., New York City time, on the date that such LC Disbursement is made, if such Account Party the Borrower shall have received notice of such LC Disbursement prior to 10:00 a.m., New York City time, on such date, or, if such notice has not been received by such Account Party the Borrower prior to such time on such date, then not later than 12:00 noon5:00 p.m., New York City time, on (Ai) the Business Day that such Account Party the Borrower receives such notice, if such notice is received prior to 10:00 a.m., New York City time, on the day of receipt, or (Bii) the Business Day immediately following the day that such Account Party the Borrower receives such notice, if such notice is not received prior to such time on the day of receipt; provided that, if such LC Disbursement is not less than $10,000,000, that the Parent Borrower may, at its election and subject to the conditions to borrowing set forth herein, request in accordance with Section 2.03 or 2.04 Section 2.04, as applicable, that such payment be financed with an ABR Revolving Credit Borrowing by the Parent Borrower (if such LC Disbursement is not less than $1,000,000) or a Swingline Loan to the Parent Borrower in an equivalent amount and, to the extent so financed, such Account Partythe Borrower’s obligation to make such payment shall be discharged and replaced by the resulting ABR Revolving Credit Borrowing or Swingline Loan; or (ii) such Issuing Bank may, if arrangements to do so have been agreed upon in writing by the Parent Borrower, a Borrowing Subsidiary or an Account Party and such Issuing Bank, obtain reimbursement of such LC Disbursement by debiting directly from an account of the Parent Borrower, such Borrowing Subsidiary or such Account Party maintained with such Issuing Bank (or one of its Affiliates) an amount equal to such LC Disbursement; provided that the foregoing shall not be construed to prevent the applicable Account Party from reimbursing LC Disbursements of an Issuing Bank in accordance with alternate procedures agreed upon with such Issuing Bank, so long as such reimbursements are made no later than required under clause (i) above. If such Account Party the Borrower fails to make such payment when due or the applicable Issuing Bank is unable to debit the designated account of the Parent Borrower, the relevant Borrowing Subsidiary or the relevant Account Party for the full amount of the LC Disbursement, in each case as provided in the preceding sentencedue, the applicable Issuing Bank shall promptly notify the LC Administrative Agent (thereof, and upon receipt of such notice the LC Administrative Agent shall notify each Lender and the Administrative Agent) of the applicable LC Disbursement, the payment then due from such Account Party the Borrower in respect thereof and (in the case of such notice from the LC Agent to each Lender) such Lender’s Applicable Percentage thereof. Promptly following receipt of such noticenotice (and in any event, if such notice is received by 12:00 noon, New York City time, on a Business Day, no later than 2:00 p.m., New York City time on such Business Day and if received after 12:00 noon, New York City time, on a Business Day, no later than 10:00 a.m., New York City time, on the immediately succeeding Business Day), each Lender shall pay to the Administrative Agent its Applicable Percentage of the payment then due from such Account Party (the “Participation Amount”)Borrower, in the same manner as provided in Section 2.06 with respect to Loans made by such Lender (and Section 2.06 shall apply, mutatis mutandis, to the payment obligations of the LendersLenders pursuant to this paragraph), and the Administrative Agent shall promptly pay remit to the applicable Issuing Bank the amounts so received by it from the Lenders. Promptly following receipt by the Administrative Agent of any payment from such Account Party the Borrower pursuant to this paragraph, the Administrative Agent shall distribute such payment to the applicable Issuing Bank or, to the extent that Lenders have made payments pursuant to this paragraph to reimburse such Issuing Bank, then to such Lenders and such Issuing Bank as their interests may appear. Any payment made by a Lender pursuant to this paragraph to reimburse an any Issuing Bank for any LC Disbursement (other than the funding of ABR Revolving Credit Loans or a Swingline Loan as contemplated above) shall not constitute a Loan and shall not relieve such Account Party the Borrower of its obligation to reimburse such LC Disbursement.

Reimbursement. If an the Issuing Bank shall make any LC Disbursement in respect of a Letter of Credit, (i) the applicable Account Party Borrower shall reimburse such LC Disbursement by paying to such Issuing Bank the Administrative Agent an amount equal to such LC Disbursement (i) not later than 12:00 noon11:00 a.m., New York City Orleans time, on the date that such LC Disbursement is made, if such Account Party the Borrower shall have received notice of such LC Disbursement prior to 10:00 9:00 a.m., New York City Orleans time, on such date, or, (ii) if such notice has not been received by such Account Party the Borrower prior to such time on such date, then not later than 12:00 noon11:00 a.m., New York City Orleans time, on (Aa) the Business Day that such Account Party the Borrower receives such notice, if such notice is received prior to 10:00 9:00 a.m., New York City Orleans time, on the day of receipt, or (Bb) the Business Day immediately following the day that such Account Party the Borrower receives such notice, if such notice is not received prior to such time on the day of receipt; provided that, if such LC Disbursement is not less than $10,000,000, that the Parent Borrower may, subject to the conditions to borrowing set forth herein, request in accordance with Section 2.03 or 2.04 2.05 that such payment be financed with an ABR Revolving Borrowing by the Parent Borrower or a Swingline Loan to the Parent Borrower in an equivalent amount and, to the extent so financed, such Account Partythe Borrower’s obligation to make such payment shall be discharged and replaced by the resulting ABR Revolving Borrowing or Swingline Loan; or (ii) such Issuing Bank may, if arrangements to do so have been agreed upon in writing by the Parent Borrower, a Borrowing Subsidiary or an Account Party and such Issuing Bank, obtain reimbursement of such LC Disbursement by debiting directly from an account of the Parent Borrower, such Borrowing Subsidiary or such Account Party maintained with such Issuing Bank (or one of its Affiliates) an amount equal to such LC Disbursement; provided that the foregoing shall not be construed to prevent the applicable Account Party from reimbursing LC Disbursements of an Issuing Bank in accordance with alternate procedures agreed upon with such Issuing Bank, so long as such reimbursements are made no later than required under clause (i) above. If such Account Party the Borrower fails to make such payment when due or the applicable Issuing Bank is unable to debit the designated account of the Parent Borrowerdue, the relevant Borrowing Subsidiary or the relevant Account Party for the full amount of the LC Disbursement, in each case as provided in the preceding sentence, the applicable Issuing Bank shall notify the LC Agent (and upon receipt of such notice the LC Administrative Agent shall notify each Revolving Lender and the Administrative Agent) of the applicable LC Disbursement, the payment then due from such Account Party the Borrower in respect thereof and (in the case of such notice from the LC Agent to each Lender) such Lender’s Applicable Percentage thereof. Promptly following receipt of such notice, each Revolving Lender shall pay to the Administrative Agent its Applicable Percentage of the payment then due from such Account Party (the “Participation Amount”)Borrower, in the same manner as provided in Section 2.06 2.07 with respect to Loans made by such Lender (and Section 2.06 2.07 shall apply, mutatis mutandis, to the payment obligations of the Revolving Lenders), and the Administrative Agent shall promptly pay to the applicable Issuing Bank the amounts so received by it from the Revolving Lenders. Promptly following receipt by the Administrative Agent of any payment from such Account Party the Borrower pursuant to this paragraph, the Administrative Agent shall distribute such payment to the applicable Issuing Bank or, to the extent that Revolving Lenders have made payments pursuant to this paragraph to reimburse such the Issuing Bank, then to such Lenders and such the Issuing Bank as their interests may appear. Any payment made by a Revolving Lender pursuant to this paragraph to reimburse an the Issuing Bank for any LC Disbursement (other than the funding of ABR Revolving Loans or a Swingline Loan as contemplated above) shall not constitute a Loan and shall not relieve such Account Party the Borrower of its obligation to reimburse such LC Disbursement.

Reimbursement. If an the Issuing Bank shall make any LC Disbursement in respect of a Letter of Credit, (i) the applicable Account Party Borrower shall reimburse such LC Disbursement by paying to such Issuing Bank the Administrative Agent an amount equal to such LC Disbursement not later than 12:00 noon, New York City time, on the date that such LC Disbursement is made, if such Account Party shall have received notice of such LC Disbursement prior to 10:00 11:00 a.m., New York City time, on such date, or, if such notice has not been received by such Account Party prior to such time on such date, then not later than 12:00 noon, New York City time, on (Ai) the Business Day that the Borrower receives notice of such Account Party receives such noticeLC Disbursement, if such notice is received prior to 10:00 9:00 a.m., New York City time, on the day of receipt, or (Bii) the Business Day immediately following the day that such Account Party the Borrower receives such notice, if such notice is not received prior to such time after 9:00 a.m., New York City time, on the day of receipt; provided that, if such LC Disbursement is not less greater than or equal to $10,000,0001,000,000, the Parent Borrower may, subject to the conditions to borrowing set forth herein, request in accordance with Section 2.03 or 2.04 2.05 that such payment be financed with an ABR Revolving Borrowing by the Parent Borrower or a Swingline Loan to the Parent Borrower in an equivalent amount of such LC Disbursement and, to the extent so financed, such Account Partythe Borrower’s obligation to make such payment shall be discharged and replaced by the resulting ABR Revolving Borrowing or Swingline Loan; or (ii) such Issuing Bank may, if arrangements to do so have been agreed upon in writing by the Parent Borrower, a Borrowing Subsidiary or an Account Party and such Issuing Bank, obtain reimbursement of such LC Disbursement by debiting directly from an account of the Parent Borrower, such Borrowing Subsidiary or such Account Party maintained with such Issuing Bank (or one of its Affiliates) an amount equal to such LC Disbursement; provided that the foregoing shall not be construed to prevent the applicable Account Party from reimbursing LC Disbursements of an Issuing Bank in accordance with alternate procedures agreed upon with such Issuing Bank, so long as such reimbursements are made no later than required under clause (i) above. If such Account Party the Borrower fails to make such payment when due or the applicable Issuing Bank is unable to debit the designated account of the Parent Borrowerdue, the relevant Borrowing Subsidiary or the relevant Account Party for the full amount of the LC Disbursement, in each case as provided in the preceding sentence, the applicable Issuing Bank shall notify the LC Agent (and upon receipt of such notice the LC Administrative Agent shall notify each Lender and the Administrative Agent) of the applicable LC Disbursement, the payment then due from such Account Party the Borrower in respect thereof thereof, and (in the case of such notice from the LC Agent to each Lender) such Lender’s Applicable Percentage thereof. Promptly following receipt of such notice, each Lender shall pay to the Administrative Agent its Applicable Percentage of the payment then due from such Account Party (the “Participation Amount”)Borrower, in the same manner as provided in Section 2.06 2.07 with respect to Loans made by such Lender (and Section 2.06 2.07 shall apply, mutatis mutandis, to the payment obligations of the Lenders), and the Administrative Agent shall promptly pay to the applicable Issuing Bank the amounts so received by it from the Lenders. Promptly following receipt by the Administrative Agent of any payment from such Account Party the Borrower pursuant to this paragraph, the Administrative Agent shall distribute such payment to the applicable Issuing Bank or, to the extent that Lenders have made payments pursuant to this paragraph to reimburse such the Issuing Bank, then to such Lenders and such the Issuing Bank Bank, as their interests may appear. Any payment made by a Lender pursuant to this paragraph to reimburse an the Issuing Bank for any LC Disbursement (other than the funding of ABR Revolving Loans or a Swingline Loan as contemplated above) shall not constitute a Loan and shall not relieve such Account Party the Borrower of its obligation to reimburse such LC Disbursement.

Reimbursement. If an Issuing Bank shall make any LC Disbursement in respect of a Letter of Credit, (i) the applicable Account Party Borrower shall reimburse such LC Disbursement by paying to such Issuing Bank the Administrative Agent an amount equal to such LC Disbursement not later than 12:00 noon3:00 p.m., New York City time, on the date that such LC Disbursement is made, if such Account Party the Borrower shall have received notice of such LC Disbursement prior to 10:00 a.m., New York City time, on such date, or, if such notice has not been received by such Account Party the Borrower prior to such time on such date, then not later than 12:00 noon3:00 p.m., New York City time, on (Ai) the Business Day that such Account Party the Borrower receives such notice, if such notice is received prior to 10:00 a.m., New York City time, on the day of receipt, or (Bii) the Business Day immediately following the day that such Account Party the Borrower receives such notice, if such notice is not received prior to such time on the day of receipt; provided that, if such LC Disbursement is not less than $10,000,000, the Parent Borrower may, subject to the conditions to borrowing set forth herein, request in accordance with Section 2.03 or 2.04 that such payment be financed with an ABR Revolving Borrowing by the Parent Borrower or a Swingline Loan to the Parent Borrower in an equivalent amount and, to the extent so financed, such Account Partythe Borrower’s obligation to make such payment shall be discharged and replaced by the resulting ABR Revolving Borrowing or Swingline Loan; or (ii) such Issuing Bank may, if arrangements to do so have been agreed upon in writing by the Parent Borrower, a Borrowing Subsidiary or an Account Party and such Issuing Bank, obtain reimbursement of such LC Disbursement by debiting directly from an account of the Parent Borrower, such Borrowing Subsidiary or such Account Party maintained with such Issuing Bank (or one of its Affiliates) an amount equal to such LC Disbursement; provided that the foregoing shall not be construed to prevent the applicable Account Party from reimbursing LC Disbursements of an Issuing Bank in accordance with alternate procedures agreed upon with such Issuing Bank, so long as such reimbursements are made no later than required under clause (i) above. If such Account Party the Borrower fails to make such payment when due or the applicable Issuing Bank is unable to debit the designated account of the Parent Borrowerdue, the relevant Borrowing Subsidiary or the relevant Account Party for the full amount of the LC Disbursement, in each case as provided in the preceding sentence, the applicable Issuing Bank shall notify the LC Agent (and upon receipt of such notice the LC Administrative Agent shall notify each Revolving Lender and the Administrative Agent) of the applicable LC Disbursement, the payment then due from such Account Party the Borrower in respect thereof and (in the case of such notice from the LC Agent to each Lender) such Lender’s Applicable Percentage thereof. Promptly following receipt of such notice, each Revolving Lender shall pay to the Administrative Agent its Applicable Percentage of the payment then due from such Account Party (the “Participation Amount”)Borrower, in the same manner as provided in Section 2.06 with respect to Loans made by such Lender (and Section 2.06 shall apply, mutatis mutandis, to the payment obligations of the Revolving Lenders), and the Administrative Agent shall promptly pay to the applicable Issuing Bank the amounts so received by it from the Revolving Lenders. Promptly following receipt by the Administrative Agent of any payment from such Account Party the Borrower pursuant to this paragraph, the Administrative Agent shall distribute such payment to the applicable Issuing Bank or, to the extent that Revolving Lenders have made payments pursuant to this paragraph to reimburse such applicable Issuing Bank, then to such Lenders and such the applicable Issuing Bank as their interests may appear. Any payment made by a Revolving Lender pursuant to this paragraph to reimburse an the applicable Issuing Bank for any LC Disbursement (other than the funding of ABR Revolving Loans or a Swingline Loan as contemplated above) shall not constitute a Loan and shall not relieve such Account Party the Borrower of its obligation to reimburse such LC Disbursement.

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

Reimbursement. If an any Issuing Bank shall make any LC Disbursement in respect of a Letter of Credit, (i) the applicable Account Party Borrower shall reimburse such LC Disbursement by paying to such Issuing Bank the Administrative Agent an amount equal to such LC Disbursement not later than 12:00 noon5:00 p.m., New York City time, on the date that such LC Disbursement is made, if such Account Party the Borrower shall have received notice of such LC Disbursement prior to 10:00 a.m., New York City time, on such date, or, if such notice has not been received by such Account Party the Borrower prior to such time on such date, then not later than 12:00 noon5:00 p.m., New York City time, on (Ai) the Business Day that such Account Party the Borrower receives such notice, if such notice is received prior to 10:00 a.m., New York City time, on the day of receipt, or (Bii) the Business Day immediately following the day that such Account Party the Borrower receives such notice, if such notice is not received prior to such time on the day of receipt; provided that, if such LC Disbursement is not less than $10,000,000, that the Parent Borrower may, at its election and subject to the conditions to borrowing set forth herein, request in accordance with Section 2.03 or 2.04 2.04, as applicable, that such payment be financed with an ABR Revolving Borrowing by the Parent Borrower (if such LC Disbursement is not less than $1,000,000) or a Swingline Loan to the Parent Borrower in an equivalent amount and, to the extent so financed, such Account Partythe Borrower’s obligation to make such payment shall be discharged and replaced by the resulting ABR Revolving Borrowing or Swingline Loan; or (ii) such Issuing Bank may, if arrangements to do so have been agreed upon in writing by the Parent Borrower, a Borrowing Subsidiary or an Account Party and such Issuing Bank, obtain reimbursement of such LC Disbursement by debiting directly from an account of the Parent Borrower, such Borrowing Subsidiary or such Account Party maintained with such Issuing Bank (or one of its Affiliates) an amount equal to such LC Disbursement; provided that the foregoing shall not be construed to prevent the applicable Account Party from reimbursing LC Disbursements of an Issuing Bank in accordance with alternate procedures agreed upon with such Issuing Bank, so long as such reimbursements are made no later than required under clause (i) above. If such Account Party the Borrower fails to make such payment when due or the applicable Issuing Bank is unable to debit the designated account of the Parent Borrower, the relevant Borrowing Subsidiary or the relevant Account Party for the full amount of the LC Disbursement, in each case as provided in the preceding sentencedue, the applicable Issuing Bank shall promptly notify the LC Administrative Agent (thereof, and upon receipt of such notice the LC Administrative Agent shall notify each Lender and the Administrative Agent) of the applicable LC Disbursement, the payment then due from such Account Party the Borrower in respect thereof and (in the case of such notice from the LC Agent to each Lender) such Lender’s Applicable Percentage thereof. Promptly following receipt of such noticenotice (and in any event, if such notice is received by 12:00 noon, New York City time, on a Business Day, no later than 2:00 p.m., New York City time on such Business Day and if received after 12:00 noon, New York City time, on a Business Day, no later than 10:00 a.m., New York City time, on the immediately succeeding Business Day), each Lender shall pay to the Administrative Agent its Applicable Percentage of the payment then due from such Account Party (the “Participation Amount”)Borrower, in the same manner as provided in Section 2.06 with respect to Loans made by such Lender (and Section 2.06 shall apply, mutatis mutandis, to the payment obligations of the LendersLenders pursuant to this paragraph), and the Administrative Agent shall promptly pay remit to the applicable Issuing Bank the amounts so received by it from the Lenders. Promptly following receipt by the Administrative Agent of any payment from such Account Party the Borrower pursuant to this paragraph, the Administrative Agent shall distribute such payment to the applicable Issuing Bank or, to the extent that Lenders have made payments pursuant to this paragraph to reimburse such Issuing Bank, then to such Lenders and such Issuing Bank as their interests may appear. Any payment made by a Lender pursuant to this paragraph to reimburse an any Issuing Bank for any LC Disbursement (other than the funding of ABR Revolving Loans or a Swingline Loan as contemplated above) shall not constitute a Loan and shall not relieve such Account Party the Borrower of its obligation to reimburse such LC Disbursement.

Reimbursement. If an Issuing Bank shall make any LC Disbursement in respect of a Letter of Credit, (i) the applicable relevant Account Party shall reimburse such LC Disbursement by paying to such Issuing Bank the Administrative Agent an amount equal to such LC Disbursement not later than 12:00 noon1:00 p.m., New York City time, on the date that such LC Disbursement is made, if such Account Party Party, as the case may be, shall have received notice of such LC Disbursement prior to 10:00 a.m., New York City time, on such date, or, if such notice has not been received by such Account Party prior to such time on such date, then not later than 12:00 noon1:00 p.m., New York City time, on (Ai) the Business Day that such Account Party receives such notice, if such notice is received prior to 10:00 a.m., New York City time, on the day of receipt, or (Bii) the Business Day immediately following the day that such Account Party receives such notice, if such notice is not received prior to such time on the day of receipt; provided that in the case of a LC Disbursement in respect of a Local Letter of Credit, the times of day referred to above in this clause (e) shall be deemed to be the local time at the place of payment; provided further that, if such LC Disbursement is denominated in Dollars and is not less than $10,000,000500,000, the Parent Borrower such Account Party may, subject to the conditions to borrowing set forth herein, request in accordance with Section 2.03 or 2.04 that such payment be financed with an ABR Revolving Borrowing by the Parent Borrower or a Swingline Loan to the Parent Borrower in an equivalent amount and, to the extent so financed, such Account Party’s the obligation to make such payment shall be discharged and replaced by the resulting ABR Revolving Borrowing or Swingline Loan; or (ii) such Issuing Bank may, if arrangements to do so have been agreed upon in writing by the Parent Borrower, a Borrowing Subsidiary or an Account Party and such Issuing Bank, obtain reimbursement of such LC Disbursement by debiting directly from an account of the Parent Borrower, such Borrowing Subsidiary or such Account Party maintained with such Issuing Bank (or one of its Affiliates) an amount equal to such LC Disbursement; provided that the foregoing shall not be construed to prevent the applicable Account Party from reimbursing LC Disbursements of an Issuing Bank in accordance with alternate procedures agreed upon with such Issuing Bank, so long as such reimbursements are made no later than required under clause (i) above. If such Account Party fails to make such payment when due or the applicable Issuing Bank is unable to debit the designated account of the Parent Borrowerdue, the relevant Borrowing Subsidiary or the relevant Account Party for the full amount of the LC Disbursement, in each case as provided in the preceding sentence, the applicable Issuing Bank shall notify the LC Agent (and upon receipt of such notice the LC Administrative Agent shall notify each Revolving Lender and the Administrative Agent) of the applicable LC Disbursement, the payment then due from such Account Party in respect thereof and (in the case of such notice from the LC Agent to each Lender) such Lender’s Applicable Percentage thereof. Promptly following receipt of such noticenotice (but subject to Section 2.05(k), in the case of Local Letters of Credit), each Revolving Lender shall pay to the Administrative Agent its Applicable Percentage of the payment then due from such Account Party (the “Participation Amount”)Party, in the same manner as provided in Section 2.06 with respect to Revolving Loans made by such Lender (and Section 2.06 shall apply, mutatis mutandis, to the payment obligations of the Revolving Lenders), and the Administrative Agent shall promptly pay to the applicable relevant Issuing Bank the amounts so received by it from the Revolving Lenders. Promptly following receipt by the Administrative Agent of any payment from such Account Party pursuant to this paragraph, the Administrative Agent shall distribute such payment to the applicable such Issuing Bank or, to the extent that Revolving Lenders have made payments pursuant to this paragraph to reimburse such Issuing Bank, then to such Lenders and such Issuing Bank as their interests may appear. Any payment made by a Revolving Lender pursuant to this paragraph to reimburse an such Issuing Bank for any LC Disbursement (other than the funding of ABR Revolving Loans or a Swingline Loan as contemplated above) shall not constitute a Loan and shall not relieve such Account Party of its obligation to reimburse such LC Disbursement.

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

Reimbursement. If an any Issuing Bank shall make any LC Disbursement in respect of a Letter of Credit, (i) the applicable Account Party Borrower shall reimburse such LC Disbursement by paying to such Issuing Bank the Agent an amount equal to such LC Disbursement not later than 12:00 noon2:30 p.m., New York City time, on the date that such LC Disbursement is made, if such Account Party the Borrower shall have received notice of such LC Disbursement prior to 10:00 a.m.1:00 p.m., New York City time, on such date, or, if such notice has not been received by such Account Party the Borrower prior to such time on such date, then not later than 12:00 noon2:30 p.m., New York City time, on (Ai) the Business Day that such Account Party the Borrower receives such notice, if such notice is received prior to 10:00 a.m.1:00 p.m., New York City time, on the day of receipt, or (Bii) the Business Day immediately following the day that such Account Party the Borrower receives such notice, if such notice is not received prior to such time on the day of receipt; provided that, if such LC Disbursement is not less than $10,000,0001,000,000, the Parent Borrower may, subject to the conditions to borrowing set forth herein, may request in accordance with Section 2.03 or 2.04 2.8 that such payment be financed with an ABR Revolving Borrowing by the Parent Borrower or a Swingline Loan to the Parent Borrower Floating Rate Advance in an equivalent amount and, to the extent so financed, such Account Party’s the Borrower's obligation to make such payment shall be discharged and replaced by the resulting ABR Revolving Borrowing or Swingline Loan; or (ii) such Issuing Bank may, if arrangements to do so have been agreed upon in writing by the Parent Borrower, a Borrowing Subsidiary or an Account Party and such Issuing Bank, obtain reimbursement of such LC Disbursement by debiting directly from an account of the Parent Borrower, such Borrowing Subsidiary or such Account Party maintained with such Issuing Bank (or one of its Affiliates) an amount equal to such LC Disbursement; provided that the foregoing shall not be construed to prevent the applicable Account Party from reimbursing LC Disbursements of an Issuing Bank in accordance with alternate procedures agreed upon with such Issuing Bank, so long as such reimbursements are made no later than required under clause (i) aboveFloating Rate Advance. If such Account Party the Borrower fails to make such payment when due or the applicable Issuing Bank is unable to debit the designated account of the Parent Borrowerdue, the relevant Borrowing Subsidiary or the relevant Account Party for the full amount of the LC Disbursement, in each case as provided in the preceding sentence, the applicable Issuing Bank shall notify the LC Agent (and upon receipt of such notice the LC Agent shall notify each Lender and the Administrative Agent) of the applicable LC Disbursement, the payment then due from such Account Party the Borrower in respect thereof and (in the case of such notice from the LC Agent to each Lender) such Lender’s 's Applicable Percentage thereof. Promptly following receipt of such notice, each Lender shall pay to the Administrative Agent its Applicable Percentage of the payment then due from such Account Party (the “Participation Amount”)Borrower, in the same manner as provided in Section 2.06 2.12 with respect to Loans made by such Lender (and Section 2.06 2.12 shall apply, mutatis mutandis, to the payment obligations of the Lenders), and the Administrative Agent shall promptly pay to the applicable Issuing Bank the amounts so received by it from the Lenders. Promptly following receipt by the Administrative Agent of any payment from such Account Party the Borrower pursuant to this paragraph, the Administrative Agent shall distribute such payment to the applicable Issuing Bank or, to the extent that Lenders have made payments pursuant to this paragraph to reimburse such Issuing Bank, then to such Lenders and such the applicable Issuing Bank as their interests may appear. Any payment made by a Lender pursuant to this paragraph to reimburse an any Issuing Bank for any LC Disbursement (other than the funding of ABR Revolving Loans or a Swingline Loan Floating Rate Advances as contemplated above) shall not constitute a Loan and shall not relieve such Account Party the Borrower of its obligation to reimburse such LC Disbursement.

Reimbursement. If an Issuing Bank shall make any LC Disbursement in respect of a Letter of Credit, (i) the applicable Account Party Borrower shall reimburse such Issuing Bank in respect of such LC Disbursement by paying to such Issuing Bank the Administrative Agent an amount equal to such LC Disbursement not later than 12:00 noon, New York City time, on the date that such LC Disbursement is made, if such Account Party shall have received notice of such LC Disbursement prior to 10:00 a.m., New York City time, on such date, or, if such notice has not been received by such Account Party prior to such time on such date, then not later than 12:00 noon, New York City time, on (Ai) the Business Day that the Borrower receives notice of such Account Party receives such noticeLC Disbursement, if such notice is received prior to 10:00 a.m., New York City time, on the day of receipt, or (Bii) the Business Day immediately following the day that such Account Party the Borrower receives such notice, if such notice is not received prior to such time on the day of receipt; time, provided that, if such LC Disbursement is not less than $10,000,0001,000,000, the Parent Borrower may, subject to the conditions to borrowing set forth hereinherein (other than any minimum amounts, including as set forth in Section 2.02(c)), request in accordance with Section 2.03 or 2.04 that such payment be financed with a Eurocurrency Borrowing or a Term Benchmark Borrowing, in each case having an Interest Period of one (1) month’s duration of either Class (or a Pro-Rata Borrowing), an RFR Borrowing, an ABR Revolving Borrowing by the Parent Borrower or a Swingline Loan to the Parent Borrower in an equivalent amount and, to the extent so financed, such Account Partythe Borrower’s obligation to make such payment shall be discharged and replaced by the resulting Eurocurrency Borrowing, Term Benchmark Borrowing, RFR Borrowing, ABR Revolving Borrowing or Swingline Loan; or (ii) such Issuing Bank may, if arrangements to do so have been agreed upon in writing by the Parent Borrower, a Borrowing Subsidiary or an Account Party and such Issuing Bank, obtain reimbursement of such LC Disbursement by debiting directly from an account of the Parent Borrower, such Borrowing Subsidiary or such Account Party maintained with such Issuing Bank (or one of its Affiliates) an amount equal to such LC Disbursement; provided that the foregoing shall not be construed to prevent the applicable Account Party from reimbursing LC Disbursements of an Issuing Bank in accordance with alternate procedures agreed upon with such Issuing Bank, so long as such reimbursements are made no later than required under clause (i) above. If such Account Party the Borrower fails to make such payment when due or the applicable Issuing Bank is unable to debit the designated account of the Parent Borrowerdue, the relevant Borrowing Subsidiary or the relevant Account Party for the full amount of the LC Disbursement, in each case as provided in the preceding sentence, the applicable Issuing Bank shall notify the LC Agent (and upon receipt of such notice the LC Administrative Agent shall notify each affected Revolving Lender and the Administrative Agent) of the applicable LC Disbursement, the payment then due from such Account Party the Borrower in respect thereof and (in the case of such notice from the LC Agent to each Lender) such Revolving Lender’s Applicable Multicurrency Percentage or Applicable Dollar Percentage, as applicable, thereof. Promptly following receipt of such notice, each Lender shall pay to the Administrative Agent its Applicable Percentage of the payment then due from such Account Party (the “Participation Amount”), in the same manner as provided in Section 2.06 with respect to Loans made by such Lender (and Section 2.06 shall apply, mutatis mutandis, to the payment obligations of the Lenders), and the Administrative Agent shall promptly pay to the applicable Issuing Bank the amounts so received by it from the Lenders. Promptly following receipt by the Administrative Agent of any payment from such Account Party pursuant to this paragraph, the Administrative Agent shall distribute such payment to the applicable Issuing Bank or, to the extent that Lenders have made payments pursuant to this paragraph to reimburse such Issuing Bank, then to such Lenders and such Issuing Bank as their interests may appear. Any payment made by a Lender pursuant to this paragraph to reimburse an Issuing Bank for any LC Disbursement (other than the funding of ABR Revolving Loans or a Swingline Loan as contemplated above) shall not constitute a Loan and shall not relieve such Account Party of its obligation to reimburse such LC Disbursement.

Reimbursement. If an Issuing Bank shall make any LC L/C Disbursement in respect of a Letter of Credit, (i) the applicable Account Party Borrower shall reimburse such LC Issuing Bank in respect of such L/C Disbursement by paying to such Issuing Bank Administrative Agent an amount equal to such LC L/C Disbursement not later than 12:00 noon, 2:00 p.m. (New York City time, on the date that such LC Disbursement is made, if such Account Party shall have received notice of such LC Disbursement prior to 10:00 a.m., New York City time, on such date, or, if such notice has not been received by such Account Party prior to such time on such date, then not later than 12:00 noon, New York City time, ) on (Aa) the Business Day that Borrower receives notice of such Account Party receives such noticeL/C Disbursement, if such notice is received prior to 10:00 a.m., a.m. (New York City time, on the day of receipt, ) or (Bb) the Business Day immediately following the day that such Account Party Borrower receives such notice, if such notice is not received prior to such time on the day of receipt; provided that, if time. If Borrower does not make such LC Disbursement is not less than $10,000,000payment, the Parent Borrower may, subject to the conditions to borrowing set forth herein, request in accordance with Section 2.03 or 2.04 that such payment be financed with an ABR Revolving Borrowing by the Parent Borrower or a Swingline Loan to the Parent Borrower in an equivalent amount and, to the extent so financed, such Account Party’s obligation to make such payment shall be discharged and replaced by the resulting ABR Revolving Borrowing or Swingline Loan; or (ii) such Issuing Bank may, if arrangements to do so have been agreed upon in writing by the Parent Borrower, a Borrowing Subsidiary or an Account Party and such Issuing Bank, obtain reimbursement of such LC Disbursement by debiting directly from an account of the Parent Borrower, such Borrowing Subsidiary or such Account Party maintained with such Issuing Bank (or one of its Affiliates) an amount equal to such LC Disbursement; provided that the foregoing shall not be construed to prevent the applicable Account Party from reimbursing LC Disbursements of an Issuing Bank in accordance with alternate procedures agreed upon with such Issuing Bank, so long as such reimbursements are made no later than required under clause (i) above. If such Account Party fails to make such payment when due or the applicable Issuing Bank is unable to debit the designated account of the Parent Borrower, the relevant Borrowing Subsidiary or the relevant Account Party for the full amount of the LC Disbursement, in each case as provided in the preceding sentence, the applicable Issuing Bank shall promptly notify the LC Agent (Administrative Agent, and upon receipt of such notice the LC Administrative Agent shall notify each Lender and the Administrative Agent) of the applicable LC L/C Disbursement, the payment then due from such Account Party Borrower in respect thereof (the “Unreimbursed Amount”) and (in the case of such notice from the LC Agent to each Lender) such Lender’s Applicable Percentage thereof. Promptly following receipt In such event, the applicable Borrower shall be deemed to have requested an Advance of such notice, each Lender shall pay Eurodollar Rate Loans from the Lenders to be disbursed on the Administrative Agent its Applicable Percentage date of the payment then due from such Account Party (the “Participation Amount”), in the same manner as provided in Section 2.06 with respect to Loans made by such Lender (and Section 2.06 shall apply, mutatis mutandis, to the payment obligations of the Lenders), and the Administrative Agent shall promptly pay to the applicable Issuing Bank under a Letter of Credit in an amount equal to the amounts so received by it Unreimbursed Amount (such advance, an “L/C Advance”), without regard to the minimum and multiples specified herein for the principal amount of Eurodollar Rate Loans, but subject to the amount of the unutilized portion of the aggregate Commitments and the conditions set forth in Section 4.1 (other than the delivery of a Notice of Borrowing). Each L/C Advance made shall be a Eurodollar Loan from the LendersLenders in their respective pro rata shares bearing interest at the Eurodollar Rate plus the Margin applicable to L/C Advances. Promptly following receipt by the Administrative Agent of any payment from such Account Party pursuant The applicable Borrower’s obligation to this paragraph, the Administrative Agent shall distribute such make a payment to the Issuing Bank in connection with such L/C Disbursement shall be discharged and replaced by Borrowers obligation to repay such L/C Advance. Any notice given by the applicable Issuing Bank or, to or the extent that Lenders have made payments Administrative Agent pursuant to this paragraph to reimburse Section 2.4.8 may be given by telephone if immediately confirmed in writing; provided that the lack of such Issuing Bank, then to such Lenders and such Issuing Bank as their interests may appear. Any payment made by a Lender pursuant to this paragraph to reimburse an Issuing Bank for any LC Disbursement (other than the funding of ABR Revolving Loans or a Swingline Loan as contemplated above) immediate confirmation shall not constitute a Loan and shall not relieve affect the conclusiveness or binding effect of such Account Party of its obligation to reimburse such LC Disbursementnotice.

Reimbursement. If an Issuing Bank shall make any LC Disbursement in respect of a Letter of Credit, (i) the applicable Account Party Borrower shall reimburse such LC Disbursement by paying to such Issuing Bank the Administrative Agent an amount equal to such LC Disbursement in the currency of such LC Disbursement (i) if such LC Disbursement shall have been denominated in Dollars, not later than 12:00 noon2:00 p.m., New York City time, on the date that such LC Disbursement is made, if such Account Party the Borrower shall have received notice of such LC Disbursement prior to 10:00 9:00 a.m., New York City time, on such date, or, if such notice has not been received by the Borrower prior to such Account Party time on such date, then not later than 2:00 p.m., New York City time, on (x) the Domestic Business Day that the Borrower receives such notice, if such notice is received prior to 9:00 a.m., New York City time, on the day of receipt or (y) the Domestic Business Day immediately following the day that the Borrower receives such notice, if such notice is not received prior to such time on the day of receipt and (ii) if such LC Disbursement shall have been denominated in an Alternative Currency, not later than 12:00 noon, London time, on the Euro-Currency Business Day following the date that such LC Disbursement is made, if the Borrower shall have received notice of such LC Disbursement prior to 4:00 p.m., London time, on the date such LC Disbursement is made, or, if such notice has not been received by the Borrower prior to such time on such date, then not later than 12:00 noon, New York City London time, on (Ax) the Euro-Currency Business Day following the date that such Account Party the Borrower receives such notice, if such notice is received prior to 10:00 a.m.4:00 p.m., New York City London time, on the day of receipt, receipt or (By) the second Euro-Currency Business Day immediately following the day that such Account Party the Borrower receives such notice, if such notice is not received prior to such time on the day of receipt; provided that, if such LC Disbursement is not less than $10,000,000, that the Parent Borrower may, subject to the conditions to borrowing set forth herein, request in accordance with Section 2.03 or 2.04 that such payment be financed with (A) in the case of LC Disbursements denominated in Dollars, an ABR Revolving Borrowing by the Parent Borrower (of not less than $10,000,000) or a Swingline Loan to (of not less than $500,000) in an equal amount and (B) in the Parent Borrower case of LC Disbursements denominated in an Alternative Currency, a Euro-Currency Borrowing for an equivalent amount in such currency and, to the extent so financed, such Account Partythe Borrower’s obligation to make such payment shall be discharged and replaced by the resulting ABR Revolving Borrowing or Swingline Loan; Loan or (ii) such Issuing Bank may, if arrangements to do so have been agreed upon in writing by the Parent Borrower, a Borrowing Subsidiary or an Account Party and such Issuing Bank, obtain reimbursement of such LC Disbursement by debiting directly from an account of the Parent Borrower, such Borrowing Subsidiary or such Account Party maintained with such Issuing Bank (or one of its Affiliates) an amount equal to such LC Disbursement; provided that the foregoing shall not be construed to prevent the applicable Account Party from reimbursing LC Disbursements of an Issuing Bank in accordance with alternate procedures agreed upon with such Issuing Bank, so long as such reimbursements are made no later than required under clause (i) aboveEuro-Currency Borrowing. If such Account Party the Borrower fails to make such payment when due or the applicable Issuing Bank is unable to debit the designated account of the Parent Borrowerdue, the relevant Borrowing Subsidiary or the relevant Account Party for the full amount of the LC Disbursement, in each case as provided in the preceding sentence, the applicable Issuing Bank shall notify the LC Agent (and upon receipt of such notice the LC Administrative Agent shall notify each Lender and the Administrative Agent) of the applicable LC Disbursement, the payment then due from such Account Party the Borrower in respect thereof and (in the case of such notice from the LC Agent to each Lender) such Lender’s Applicable Percentage thereof. Promptly following receipt of such notice, each Lender shall pay to the Administrative Agent its Applicable Percentage of the payment then due from such Account Party (the “Participation Amount”)Borrower, in the same manner as provided in Section 2.06 with respect to Loans made by such Lender (and Section 2.06 shall apply, mutatis mutandis, to the payment obligations of the Lenders), and the Administrative Agent shall promptly pay to the applicable Issuing Bank the amounts so received by it from the Lenders. Promptly following receipt by the Administrative Agent of any payment from such Account Party the Borrower pursuant to this paragraph, the Administrative Agent shall distribute such payment to the applicable Issuing Bank or, to the extent that Lenders have made payments pursuant to this paragraph to reimburse such Issuing Bank, then to such Lenders and such Issuing Bank as their interests may appear. Any payment made by a Lender pursuant to this paragraph to reimburse an Issuing Bank for any LC Disbursement (other than the funding of ABR Revolving Loans or a Swingline Loan as contemplated above) shall not constitute a Loan and shall not relieve such Account Party the Borrower of its obligation to reimburse such LC Disbursement.

Reimbursement. If an the Issuing Bank Lender shall make any LC Disbursement in respect of a Letter of Credit, (i) the applicable Account Party Borrower shall reimburse such LC Disbursement by paying to such Issuing Bank the Agent an amount equal to such LC Disbursement not later than 12:00 noon3:00 p.m., New York City time, on the date that such LC Disbursement is made, if such Account Party the Borrower shall have received notice of such LC Disbursement prior to 10:00 11:00 a.m., New York City time, on such date, or, if such notice has not been received by such Account Party the Borrower prior to such time on such date, then not later than 12:00 noon3:00 p.m., New York City time, on (Ai) the Business Day that such Account Party the Borrower receives such notice, if such notice is received prior to 10:00 11:00 a.m., New York City time, on the day of receipt, or (Bii) the Business Day immediately following the day that such Account Party the Borrower receives such notice, if such notice is not received prior to such time on the day of receipt; provided that, if such LC Disbursement is not less than $10,000,000, that the Parent Borrower may, subject to the conditions to borrowing set forth herein, request in accordance with Section 2.03 or 2.04 that such payment be financed with an ABR Revolving Borrowing by the Parent Borrower or a Swingline Loan to the Parent Borrower in an equivalent amount and, to the extent so financed, such Account Partythe Borrower’s obligation to make such payment shall be discharged and replaced by the resulting ABR Revolving Borrowing or Swingline Loan; or (ii) such Issuing Bank may, if arrangements to do so have been agreed upon in writing by the Parent Borrower, a Borrowing Subsidiary or an Account Party and such Issuing Bank, obtain reimbursement of such LC Disbursement by debiting directly from an account of the Parent Borrower, such Borrowing Subsidiary or such Account Party maintained with such Issuing Bank (or one of its Affiliates) an amount equal to such LC Disbursement; provided that the foregoing shall not be construed to prevent the applicable Account Party from reimbursing LC Disbursements of an Issuing Bank in accordance with alternate procedures agreed upon with such Issuing Bank, so long as such reimbursements are made no later than required under clause (i) aboveBorrowing. If such Account Party the Borrower fails to make such payment when due or the applicable Issuing Bank is unable to debit the designated account of the Parent Borrowerdue, the relevant Borrowing Subsidiary or the relevant Account Party for the full amount of the LC Disbursement, in each case as provided in the preceding sentence, the applicable Issuing Bank shall notify the LC Agent (and upon receipt of such notice the LC Agent shall notify each Lender and the Administrative Agent) of the applicable LC Disbursement, the payment then due from such Account Party the Borrower in respect thereof and (in the case of such notice from the LC Agent to each Lender) such Lender’s Applicable Percentage thereof. Promptly following receipt of such notice, each Lender shall pay to the Administrative Agent its Applicable Percentage of the payment then due from such Account Party (the “Participation Amount”)Borrower, in the same manner as provided in Section 2.06 2.05 with respect to Loans made by such Lender (and Section 2.06 2.05 shall apply, mutatis mutandis, to the payment obligations of the Lenders), and the Administrative Agent shall promptly pay to the applicable Issuing Bank Lender the amounts so received by it from the Lenders. Promptly following receipt by the Administrative Agent of any payment from such Account Party the Borrower pursuant to this paragraph, the Administrative Agent shall distribute such payment to the applicable Issuing Bank Lender or, to the extent that Lenders have made payments pursuant to this paragraph to reimburse such the Issuing BankLender, then to such Lenders and such the Issuing Bank Lender as their interests may appear. Any payment made by a Lender pursuant to this paragraph to reimburse an the Issuing Bank Lender for any LC Disbursement (other than the funding of ABR Revolving Loans or a Swingline Loan as contemplated above) shall not constitute a Loan and shall not relieve such Account Party the Borrower of its obligation to reimburse such LC Disbursement.

Reimbursement. If an the Issuing Bank Lender shall make any LC Disbursement in respect of a Letter of CreditCredit for the US Borrower’s own account or the account of any of its Subsidiaries, (i) the applicable Account Party US Borrower shall reimburse such LC Disbursement by paying to such Issuing Bank the Administrative Agent an amount equal to such LC Disbursement not later than 12:00 noon1:00 p.m., New York City time, on the date that such LC Disbursement is made, if such Account Party the US Borrower shall have received notice of such LC Disbursement prior to 10:00 11:00 a.m., New York City time, on such date, or, if such notice has not been received by such Account Party the US Borrower prior to such time on such date, then not later than 12:00 noon, New York City time, on (A) the Business Day that such Account Party receives such notice, if such notice is received prior to 10:00 a.m.1:00 p.m., New York City time, on the day of receipt, or (B) the Business Day immediately following the day that such Account Party the US Borrower receives such notice, if such notice is not received prior to such time on the day of receipt; provided that, if such LC Disbursement is not less than $10,000,0001,000,000, the Parent US Borrower may, subject to the conditions to borrowing set forth herein, request request, in accordance with Section 2.03 or 2.04 Section 2.04, that such payment be financed with an ABR Revolving Borrowing by the Parent Borrower or a Swingline Loan to the Parent Borrower in an equivalent amount and, to the extent so financed, such Account Partythe US Borrower’s obligation to make such payment shall be discharged and replaced by the resulting ABR Revolving Borrowing or Swingline Loan; or (ii) such Issuing Bank may, if arrangements to do so have been agreed upon in writing by the Parent Borrower, a Borrowing Subsidiary or an Account Party and such Issuing Bank, obtain reimbursement of such LC Disbursement by debiting directly from an account of the Parent Borrower, such Borrowing Subsidiary or such Account Party maintained with such Issuing Bank (or one of its Affiliates) an amount equal to such LC Disbursement; provided that the foregoing shall not be construed to prevent the applicable Account Party from reimbursing LC Disbursements of an Issuing Bank in accordance with alternate procedures agreed upon with such Issuing Bank, so long as such reimbursements are made no later than required under clause (i) above. If such Account Party the US Borrower fails to make such payment when due or the applicable Issuing Bank is unable to debit the designated account of the Parent Borrowerdue, the relevant Borrowing Subsidiary or the relevant Account Party for the full amount of the LC Disbursement, in each case as provided in the preceding sentence, the applicable Issuing Bank shall notify the LC Agent (and upon receipt of such notice the LC Administrative Agent shall notify each Revolving Credit Lender and the Administrative Agent) of the applicable LC Disbursement, the payment then due from such Account Party the US Borrower in respect thereof and (in the case of such notice from the LC Agent to each Lender) such Lender’s Applicable Percentage thereof. Promptly following receipt of such notice, each Revolving Credit Lender shall pay to the Administrative Agent its Applicable Percentage of the payment then due from such Account Party (the “Participation Amount”)US Borrower, in the same manner as provided in Section 2.06 2.07 with respect to Loans made by such Lender (and Section 2.06 2.07 shall apply, mutatis mutandis, to the payment obligations of the Lenderssuch Lender), and the Administrative Agent shall promptly pay to the applicable Issuing Bank Lender the amounts so received by it from the Revolving Credit Lenders. Promptly following receipt by the Administrative Agent of any payment from such Account Party the US Borrower pursuant to this paragraph, the Administrative Agent shall distribute such payment to the applicable Issuing Bank Lender or, to the extent that the Revolving Credit Lenders have made payments pursuant to this paragraph to reimburse such the Issuing BankLender, then to such Revolving Credit Lenders and such the Issuing Bank Lender as their interests may appear. Any payment made by a Revolving Credit Lender pursuant to this paragraph to reimburse an the Issuing Bank Lender for any LC Disbursement (other than the funding of ABR Revolving Loans or a Swingline Loan as contemplated above) shall not constitute a Loan and shall not relieve such Account Party the US Borrower of its obligation to reimburse such LC Disbursement.

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

Reimbursement. If an Issuing Bank shall make any LC Disbursement in respect of a Letter of Credit, (i) the applicable Account Party Borrower shall reimburse such LC Disbursement by paying to such Issuing Bank the Administrative Agent an amount equal to such LC Disbursement not later than 12:00 noon3:00 p.m., New York City time, on the date that such LC Disbursement is made, if such Account Party the Borrower shall have received notice of such LC Disbursement prior to 10:00 a.m., New York City time, on such date, or, if such notice has not been received by such Account Party the Borrower prior to such time on such date, then not later than 12:00 noon3:00 p.m., New York City time, on (Ai) the Business Day that such Account Party the Borrower receives such notice, if such notice is received prior to 10:00 a.m., New York City time, on the day of receipt, or (Bii) the Business Day immediately following the day that such Account Party the Borrower receives such notice, if such notice is not received prior to such time on the day of receipt; provided PROVIDED that, if such LC Disbursement is not less than $10,000,000, the Parent Borrower may, subject to the conditions to borrowing set forth herein, request in accordance with Section 2.03 or 2.04 that such payment be financed with an ABR Revolving Borrowing by the Parent Borrower or a Swingline Loan to the Parent Borrower in an equivalent amount and, to the extent so financed, such Account Party’s the Borrower's obligation to make such payment shall be discharged and replaced by the resulting ABR Revolving Borrowing or Swingline Loan; or (ii) such Issuing Bank may, if arrangements to do so have been agreed upon in writing by the Parent Borrower, a Borrowing Subsidiary or an Account Party and such Issuing Bank, obtain reimbursement of such LC Disbursement by debiting directly from an account of the Parent Borrower, such Borrowing Subsidiary or such Account Party maintained with such Issuing Bank (or one of its Affiliates) an amount equal to such LC Disbursement; provided that the foregoing shall not be construed to prevent the applicable Account Party from reimbursing LC Disbursements of an Issuing Bank in accordance with alternate procedures agreed upon with such Issuing Bank, so long as such reimbursements are made no later than required under clause (i) above. If such Account Party the Borrower fails to make such payment when due or the applicable Issuing Bank is unable to debit the designated account of the Parent Borrowerdue, the relevant Borrowing Subsidiary or the relevant Account Party for the full amount of the LC Disbursement, in each case as provided in the preceding sentence, the applicable Issuing Bank shall notify the LC Agent (and upon receipt of such notice the LC Administrative Agent shall notify each Revolving Lender and the Administrative Agent) of the applicable LC Disbursement, the payment then due from such Account Party the Borrower in respect thereof and (in the case of such notice from the LC Agent to each Lender) such Lender’s 's Applicable Percentage thereof. Promptly following receipt of such notice, each Revolving Lender shall pay to the Administrative Agent its Applicable Percentage of the payment then due from such Account Party (the “Participation Amount”)Borrower, in the same manner as provided in Section 2.06 with respect to Loans made by such Lender (and Section 2.06 shall apply, mutatis mutandisMUTATIS MUTANDIS, to the payment obligations of the Revolving Lenders), and the Administrative Agent shall promptly pay to the applicable Issuing Bank the amounts so received by it from the Revolving Lenders. Promptly following receipt by the Administrative Agent of any payment from such Account Party the Borrower pursuant to this paragraph, the Administrative Agent shall distribute such payment to the applicable Issuing Bank or, to the extent that Revolving Lenders have made payments pursuant to this paragraph to reimburse such applicable Issuing Bank, then to such Lenders and such the applicable Issuing Bank as their interests may appear. Any payment made by a Revolving Lender pursuant to this paragraph to reimburse an the applicable Issuing Bank for any LC Disbursement (other than the funding of ABR Revolving Loans or a Swingline Loan as contemplated above) shall not constitute a Loan and shall not relieve such Account Party the Borrower of its obligation to reimburse such LC Disbursement.

Reimbursement. If an any Issuing Bank shall make any LC Disbursement in respect of a Letter of Credit, (i) the applicable Account Party Borrower shall reimburse such LC Disbursement by paying to such Issuing Bank the Administrative Agent an amount equal to such LC Disbursement not later than 12:00 noon5:00 p.m., New York City time, on the date that such LC Disbursement is made, if such Account Party the Borrower shall have received notice of such LC Disbursement prior to 10:00 a.m., New York City time, on such date, or, if such notice has not been received by such Account Party the Borrower prior to such time on such date, then not later than 12:00 noon5:00 p.m., New York City time, on (Ai) the Business Day that such Account Party the Borrower receives such notice, if such notice is received prior to 10:00 a.m., New York City time, on the day of receipt, or (Bii) the Business Day immediately following the day that such Account Party the Borrower receives such notice, if such notice is not received prior to such time on the day of receipt; provided that, if such LC Disbursement is not less than $10,000,000, that the Parent Borrower may, at its election and subject to the conditions to borrowing set forth herein, request in accordance with Section 2.03 or 2.04 Section 2.04, as applicable, that such payment be financed with an ABR Revolving Borrowing by the Parent Borrower (if such LC Disbursement is not less than $1,000,000) or a Swingline Loan to the Parent Borrower in an equivalent amount and, to the extent so financed, such Account Partythe Borrower’s obligation to make such payment shall be discharged and replaced by the resulting ABR Revolving Borrowing or Swingline Loan; or (ii) such Issuing Bank may, if arrangements to do so have been agreed upon in writing by the Parent Borrower, a Borrowing Subsidiary or an Account Party and such Issuing Bank, obtain reimbursement of such LC Disbursement by debiting directly from an account of the Parent Borrower, such Borrowing Subsidiary or such Account Party maintained with such Issuing Bank (or one of its Affiliates) an amount equal to such LC Disbursement; provided that the foregoing shall not be construed to prevent the applicable Account Party from reimbursing LC Disbursements of an Issuing Bank in accordance with alternate procedures agreed upon with such Issuing Bank, so long as such reimbursements are made no later than required under clause (i) above. If such Account Party the Borrower fails to make such payment when due or the applicable Issuing Bank is unable to debit the designated account of the Parent Borrower, the relevant Borrowing Subsidiary or the relevant Account Party for the full amount of the LC Disbursement, in each case as provided in the preceding sentencedue, the applicable Issuing Bank shall promptly notify the LC Administrative Agent (thereof, and upon receipt of such notice the LC Administrative Agent shall notify each Lender and the Administrative Agent) of the applicable LC Disbursement, the payment then due from such Account Party the Borrower in respect thereof and (in the case of such notice from the LC Agent to each Lender) such Lender’s Applicable Percentage thereof. Promptly following receipt of such noticenotice (and in any event, if such notice is received by 12:00 noon, New York City time, on a Business Day, no later than 2:00 p.m., New York City time on such Business Day and if received after 12:00 noon, New York City time, on a Business Day, no later than 10:00 a.m., New York City time, on the immediately succeeding Business Day), each Lender shall pay to the Administrative Agent its Applicable Percentage of the payment then due from such Account Party (the “Participation Amount”)Borrower, in the same manner as provided in Section 2.06 with respect to Loans made by such Lender (and Section 2.06 shall apply, mutatis mutandis, to the payment obligations of the LendersLenders pursuant to this paragraph), and the Administrative Agent shall promptly pay remit to the applicable Issuing Bank the amounts so received by it from the Lenders. Promptly following receipt by the Administrative Agent of any payment from such Account Party the Borrower pursuant to this paragraph, the Administrative Agent shall distribute such payment to the applicable Issuing Bank or, to the extent that Lenders have made payments pursuant to this paragraph to reimburse such Issuing Bank, then to such Lenders and such Issuing Bank as their interests may appear. Any payment made by a Lender pursuant to this paragraph to reimburse an any Issuing Bank for any LC Disbursement (other than the funding of ABR Revolving Loans or a Swingline Loan as contemplated above) shall not constitute a Loan and shall not relieve such Account Party the Borrower of its obligation to reimburse such LC Disbursement.

Reimbursement. If an the Issuing Bank shall make any LC Disbursement in respect of a Letter of Credit, (i) the applicable Account Party Borrower shall reimburse such LC Disbursement by paying to such Issuing Bank the Administrative Agent an amount equal to such LC Disbursement not later than 12:00 noon3:00 p.m., New York City time, on the date that such LC Disbursement is made, if such Account Party the Borrower shall have received notice of such LC Disbursement prior to 10:00 a.m., New York City time, on such date, or, if such notice has not been received by such Account Party the Borrower prior to such time on such date, then not later than 12:00 noon3:00 p.m., New York City time, on (A) the Business Day that such Account Party the Borrower receives such notice, if such notice is received prior to 10:00 a.m., New York City time, on the day of receipt, or (B) the Business Day immediately following the day that such Account Party the Borrower receives such notice, if such notice is not received prior to such time on the day of receipt; provided that, if such LC Disbursement is not less than $10,000,000, that the Parent Borrower mayshall, subject to the conditions to borrowing Borrowing set forth herein, be deemed to have requested, and the Borrower does hereby request in accordance with Section 2.03 or 2.04 under such circumstances, that such payment be financed with an ABR Revolving Borrowing by the Parent Borrower or a Swingline Loan to the Parent Borrower in an equivalent amount and, to the extent so financed, such Account Partythe Borrower’s obligation to make such payment shall be discharged and replaced by the resulting ABR Revolving Borrowing or Swingline Loan; or (ii) such Issuing Bank may, if arrangements to do so have been agreed upon in writing by the Parent Borrower, a Borrowing Subsidiary or an Account Party and such Issuing Bank, obtain reimbursement of such LC Disbursement by debiting directly from an account of the Parent Borrower, such Borrowing Subsidiary or such Account Party maintained with such Issuing Bank (or one of its Affiliates) an amount equal to such LC Disbursement; provided that the foregoing shall not be construed to prevent the applicable Account Party from reimbursing LC Disbursements of an Issuing Bank in accordance with alternate procedures agreed upon with such Issuing Bank, so long as such reimbursements are made no later than required under clause (i) aboveBorrowing. If such Account Party the Borrower fails to make such payment when due or the applicable Issuing Bank is unable to debit the designated account of the Parent Borrowerdue, the relevant Borrowing Subsidiary or the relevant Account Party for the full amount of the LC Disbursement, in each case as provided in the preceding sentence, the applicable Issuing Bank shall notify the LC Agent (and upon receipt of such notice the LC Administrative Agent shall notify each Lender and the Administrative Agent) of the applicable LC Disbursement, the payment then due from such Account Party the Borrower in respect thereof and (in the case of such notice from the LC Agent to each Lender) such Lender’s Applicable Percentage thereof. Promptly following receipt of such notice, each Lender shall pay to the Administrative Agent its Applicable Percentage of the payment then due from such Account Party (the “Participation Amount”)Borrower, in the same manner as provided in Section 2.06 2.05 with respect to Loans made by such Lender (and Section 2.06 2.05 shall apply, mutatis mutandis, to the payment obligations of the Lenders), and the Administrative Agent shall promptly pay to the applicable Issuing Bank the amounts so received by it from the Lenders. Promptly following receipt by the Administrative Agent of any payment from such Account Party the Borrower pursuant to this paragraphSection 2.08(e), the Administrative Agent shall distribute such payment to the applicable Issuing Bank or, to the extent that Lenders have made payments pursuant to this paragraph Section 2.08(e) to reimburse such the Issuing Bank, then to such Lenders and such the Issuing Bank as their interests may appear. Any payment made by a Lender pursuant to this paragraph Section 2.08(e) to reimburse an the Issuing Bank for any LC Disbursement (other than the funding of ABR Revolving Loans or a Swingline Loan as contemplated above) shall not constitute a Loan and shall not relieve such Account Party the Borrower of its obligation to reimburse such LC Disbursement.

Reimbursement. If an Issuing Bank shall make any LC Disbursement in respect of a Letter of Credit, (i) the applicable Account Party shall Borrowers shall, following notice of such LC Disbursement to the Borrower Representative, reimburse such LC Disbursement by paying to such Issuing Bank the Administrative Agent an amount equal to such LC Disbursement not later than 12:00 noon1:00 p.m., New York City time, on the date that such LC Disbursement is made, if such Account Party the Borrower Representative shall have received notice of such LC Disbursement prior to 10:00 a.m., New York City time, on such date, or, if such notice has not been received by such Account Party the Borrower Representative prior to such time on such date, then not later than 12:00 noon1:00 p.m., New York City time, on (Ai) the Business Day that such Account Party the Borrower Representative receives such notice, if such notice is received prior to 10:00 a.m., New York City time, on the day of receipt, or (Bii) the Business Day immediately following the day that such Account Party the Borrower Representative receives such notice, if such notice is not received prior to such time on the day of receipt; provided that, if such LC Disbursement is not less than $10,000,000, that the Parent Borrower Borrowers may, subject to the conditions to borrowing set forth herein, request in accordance with Section 2.03 or 2.04 2.05 that such payment be financed with an ABR Revolving Borrowing by the Parent Borrower or a Swingline Loan to the Parent Borrower in an equivalent amount and, to the extent so financed, such Account Party’s the Borrowers’ obligation to make such payment shall be discharged and replaced by the resulting ABR Revolving Borrowing or Swingline Loan; or (ii) such Issuing Bank may, if arrangements to do so have been agreed upon in writing by the Parent Borrower, a Borrowing Subsidiary or an Account Party and such Issuing Bank, obtain reimbursement of such LC Disbursement by debiting directly from an account of the Parent Borrower, such Borrowing Subsidiary or such Account Party maintained with such Issuing Bank (or one of its Affiliates) an amount equal to such LC Disbursement; provided that the foregoing shall not be construed to prevent the applicable Account Party from reimbursing LC Disbursements of an Issuing Bank in accordance with alternate procedures agreed upon with such Issuing Bank, so long as such reimbursements are made no later than required under clause (i) above. If such Account Party fails the Borrowers fail to make such payment when due or the applicable Issuing Bank is unable to debit the designated account of the Parent Borrowerdue, the relevant Borrowing Subsidiary or the relevant Account Party for the full amount of the LC Disbursement, in each case as provided in the preceding sentence, the applicable Issuing Bank shall notify the LC Agent (and upon receipt of such notice the LC Administrative Agent shall notify each Lender and the Administrative Agent) of the applicable LC Disbursement, the payment then due from such Account Party the Borrowers in respect thereof and (in the case of such notice from the LC Agent to each Lender) such Lender’s Applicable Percentage thereof. Promptly following receipt of such notice, each Lender shall pay to the Administrative Agent its Applicable Percentage of the payment then due from such Account Party (the “Participation Amount”)Borrowers, in the same manner as provided in Section 2.06 2.07 with respect to Loans made by such Lender (and Section 2.06 2.07 shall apply, mutatis mutandis, to the payment obligations of the Lenders), and the Administrative Agent shall promptly pay to the applicable such Issuing Bank the amounts so received by it from the Lenders. Promptly following receipt by the Administrative Agent of any payment from such Account Party the Borrowers pursuant to this paragraph, the Administrative Agent shall distribute such payment to the applicable Issuing Bank or, to the extent that Lenders have made payments pursuant to this paragraph to reimburse such Issuing Bank, then to such Lenders and such Issuing Bank as their interests may appear. Any payment made by a Lender pursuant to this paragraph to reimburse an Issuing Bank for any LC Disbursement (other than the funding of ABR Revolving Loans or a Swingline Loan as contemplated above) shall not constitute a Loan and shall not relieve such Account Party the Borrowers of its their obligation to reimburse such LC Disbursement.

Reimbursement. If an the Issuing Bank shall make any LC Disbursement in respect of a Letter of Credit, (i) the applicable Account Party Borrower shall reimburse such LC Disbursement by paying to such Issuing Bank the Administrative Agent an amount equal to such LC Disbursement in the currency of such LC Disbursement (i) if such LC Disbursement shall have been denominated in Dollars, not later than 12:00 noon2:00 p.m., New York City time, on the date that such LC Disbursement is made, if such Account Party the Borrower shall have received notice of such LC Disbursement prior to 10:00 9:00 a.m., New York City time, on such date, or, if such notice has not been received by the Borrower prior to such Account Party time on such date, then not later than 2:00 p.m., New York City time, on (x) the Domestic Business Day that the Borrower receives such notice, if such notice is received prior to 9:00 a.m., New York City time, on the day of receipt or (y) the Domestic Business Day immediately following the day that the Borrower receives such notice, if such notice is not received prior to such time on the day of receipt and (ii) if such LC Disbursement shall have been denominated in an Alternative Currency, not later than 12:00 noon, London time, on the Euro-Currency Business Day following the date that such LC Disbursement is made, if the Borrower shall have received notice of such LC Disbursement prior to 4:00 p.m., London time, on the date such LC Disbursement is made, or, if such notice has not been received by the Borrower prior to such time on such date, then not later than 12:00 noon, New York City London time, on (Ax) the Euro-Currency Business Day following the date that such Account Party the Borrower receives such notice, if such notice is received prior to 10:00 a.m.4:00 p.m., New York City London time, on the day of receipt, receipt or (By) the second Euro-Currency Business Day immediately following the day that such Account Party the Borrower receives such notice, if such notice is not received prior to such time on the day of receipt; provided that, if such LC Disbursement is not less than $10,000,000, PROVIDED that the Parent Borrower may, subject to the conditions to borrowing set forth herein, request in accordance with Section 2.03 or 2.04 that such payment be financed with (A) in the case of LC Disbursements denominated in Dollars, an ABR Revolving Borrowing by the Parent Borrower (of not less than $10,000,000) or a Swingline Loan to the Parent Borrower (of not less than $500,000) in an equivalent Dollar amount and (B) in the case of LC Disbursements denominated in an Alternative Currency, a Euro-Currency Borrowing for an equivalent amount in such currency and, to the extent so financed, such Account Party’s the Borrower's obligation to make such payment shall be discharged and replaced by the resulting ABR Revolving Borrowing or Swingline Loan or Euro-Currency Loan; or (ii) such Issuing Bank may, if arrangements to do so have been agreed upon in writing by the Parent Borrower, a Borrowing Subsidiary or an Account Party and such Issuing Bank, obtain reimbursement of such LC Disbursement by debiting directly from an account of the Parent Borrower, such Borrowing Subsidiary or such Account Party maintained with such Issuing Bank (or one of its Affiliates) an amount equal to such LC Disbursement; provided that the foregoing shall not be construed to prevent the applicable Account Party from reimbursing LC Disbursements of an Issuing Bank in accordance with alternate procedures agreed upon with such Issuing Bank, so long as such reimbursements are made no later than required under clause (i) above. If such Account Party the Borrower fails to make such payment when due or the applicable Issuing Bank is unable to debit the designated account of the Parent Borrowerdue, the relevant Borrowing Subsidiary or the relevant Account Party for the full amount of the LC Disbursement, in each case as provided in the preceding sentence, the applicable Issuing Bank shall notify the LC Agent (and upon receipt of such notice the LC Administrative Agent shall notify each Lender and the Administrative Agent) of the applicable LC Disbursement, the payment then due from such Account Party the Borrower in respect thereof and (in the case of such notice from the LC Agent to each Lender) such Lender’s 's Applicable Percentage thereof. Promptly following receipt of such notice, each Lender shall pay to the Administrative Agent its Applicable Percentage of the payment then due from such Account Party (the “Participation Amount”)Borrower, in the same manner as provided in Section 2.06 with respect to Loans made by such Lender (and Section 2.06 shall apply, mutatis mutandisMUTATIS MUTANDIS, to the payment obligations of the Lenders), and the Administrative Agent shall promptly pay to the applicable Issuing Bank the amounts so received by it from the Lenders. Promptly following receipt by the Administrative Agent of any payment from such Account Party the Borrower pursuant to this paragraph, the Administrative Agent shall distribute such payment to the applicable Issuing Bank or, to the extent that Lenders have made payments pursuant to this paragraph to reimburse such the Issuing Bank, then to such Lenders and such the Issuing Bank as their interests may appear. Any payment made by a Lender pursuant to this paragraph to reimburse an the Issuing Bank for any LC Disbursement (other than the funding of ABR Revolving Loans or a Swingline Loan as contemplated above) shall not constitute a Loan and shall not relieve such Account Party the Borrower of its obligation to reimburse such LC Disbursement.

Reimbursement. If an Issuing Bank shall make any LC Disbursement in respect of a Letter of Credit, (i) the applicable Account Party Borrower, severally and not jointly with the other Borrower, shall reimburse such LC Disbursement by paying to such Issuing Bank the Agent an amount equal to such LC Disbursement not later than 12:00 noon, New York City time, on the date that such LC Disbursement is made, if such Account Party Borrower shall have received notice of such LC Disbursement prior to 10:00 a.m., New York City time, on such date, or, if such notice has not been received by such Account Party Borrower prior to such time on such date, then not later than 12:00 noon, New York City time, on (Ai) the Business Day that such Account Party Borrower receives such notice, if such notice is received prior to 10:00 a.m., New York City time, on the day of receipt, or (Bii) the Business Day immediately following the day that such Account Party Borrower receives such notice, if such notice is not received prior to such time on the day of receipt; provided that, if such LC Disbursement is not less than $10,000,0001,000,000, the Parent such Borrower may, subject to the conditions to borrowing set forth herein, request in accordance with Section 2.03 2.1 or 2.04 2.5 that such payment be financed with an ABR Revolving Borrowing by the Parent Borrower a Floating Rate Advance or a Swingline Loan to the Parent such Borrower in an equivalent amount and, to the extent so financed, such Account PartyBorrower’s obligation to make such payment shall be discharged and replaced by the resulting ABR Revolving Borrowing Floating Rate Advance or Swingline Loan; or (ii) such Issuing Bank may, if arrangements to do so have been agreed upon in writing by the Parent Borrower, a Borrowing Subsidiary or an Account Party and such Issuing Bank, obtain reimbursement of such LC Disbursement by debiting directly from an account of the Parent Borrower, such Borrowing Subsidiary or such Account Party maintained with such Issuing Bank (or one of its Affiliates) an amount equal to such LC Disbursement; provided that the foregoing shall not be construed to prevent the applicable Account Party from reimbursing LC Disbursements of an Issuing Bank in accordance with alternate procedures agreed upon with such Issuing Bank, so long as such reimbursements are made no later than required under clause (i) above. If such Account Party Borrower fails to make such payment when due or the applicable Issuing Bank is unable to debit the designated account of the Parent Borrowerdue, the relevant Borrowing Subsidiary or the relevant Account Party for the full amount of the LC Disbursement, in each case as provided in the preceding sentence, the applicable Issuing Bank shall notify the LC Agent (and upon receipt of such notice the LC Agent shall notify each Lender and the Administrative Agent) of the applicable LC Disbursement, the payment then due from such Account Party Borrower in respect thereof and (in the case of such notice from the LC Agent to each Lender) such Lender’s Applicable Percentage Pro Rata Share thereof. Promptly following receipt of such notice, each Lender shall pay to the Administrative Agent its Applicable Percentage Pro Rata Share of the payment then due from such Account Party (the “Participation Amount”)Borrower, in the same manner as provided in Section 2.06 2.11 with respect to Loans made by such Lender (and Section 2.06 2.11 shall apply, mutatis mutandis, to the payment obligations of the Lenders), and the Administrative Agent shall promptly pay to the applicable such Issuing Bank the amounts so received by it from the Lenders. Promptly following receipt by the Administrative Agent of any payment from such Account Party Borrower pursuant to this paragraph, the Administrative Agent shall distribute such payment to the applicable such Issuing Bank or, to the extent that Lenders have made payments pursuant to this paragraph to reimburse such Issuing Bank, then to such Lenders and such Issuing Bank as their interests may appear. Any payment made by a Lender pursuant to this paragraph to reimburse an Issuing Bank for any LC Disbursement (other than the funding of ABR Revolving Loans a Floating Rate Advance or a Swingline Loan as contemplated above) shall not constitute a Loan and shall not relieve such Account Party Borrower of its obligation to reimburse such LC Disbursement.

Reimbursement. If an Issuing Bank shall make any LC Disbursement in respect of a Letter of Credit, (i) the applicable Account Party Borrower for the account of which such Letter of Credit was issued, severally and not jointly with the other Borrower, shall reimburse such LC Disbursement by paying to such Issuing Bank the Agent an amount equal to such LC Disbursement not later than 12:00 noon, noon (New York City time, ) on the date that such LC Disbursement is made, if such Account Party Borrower shall have received notice of such LC Disbursement prior to 10:00 a.m., a.m. (New York City time, ) on such date, or, if such notice has not been received by such Account Party Borrower prior to such time on such date, then not later than 12:00 noon, noon (New York City time), on (Ai) the Business Day that on which such Account Party Borrower receives such notice, if such notice is received prior to 10:00 a.m., a.m. (New York City time, ) on the day of receipt, or (Bii) the Business Day immediately following the day that on which such Account Party Borrower receives such notice, if such notice is not received prior to such time on the day of receipt; provided that, if such LC Disbursement is not less than $10,000,0001,000,000, the Parent such Borrower may, subject to the conditions to borrowing set forth herein, request in accordance with Section 2.03 or 2.04 2.1 that such payment be financed with an ABR Revolving Borrowing by the Parent Borrower or a Swingline Loan Floating Rate Advance to the Parent such Borrower in an equivalent amount and, to the extent so financed, such Account PartyBorrower’s obligation to make such payment shall be discharged and replaced by the resulting ABR Revolving Borrowing or Swingline Loan; or (ii) such Issuing Bank may, if arrangements to do so have been agreed upon in writing by the Parent Borrower, a Borrowing Subsidiary or an Account Party and such Issuing Bank, obtain reimbursement of such LC Disbursement by debiting directly from an account of the Parent Borrower, such Borrowing Subsidiary or such Account Party maintained with such Issuing Bank (or one of its Affiliates) an amount equal to such LC Disbursement; provided that the foregoing shall not be construed to prevent the applicable Account Party from reimbursing LC Disbursements of an Issuing Bank in accordance with alternate procedures agreed upon with such Issuing Bank, so long as such reimbursements are made no later than required under clause (i) aboveFloating Rate Advance. If such Account Party Borrower fails to make such payment when due or the applicable Issuing Bank is unable to debit the designated account of the Parent Borrowerdue, the relevant Borrowing Subsidiary or the relevant Account Party for the full amount of the LC Disbursement, in each case as provided in the preceding sentence, the applicable Issuing Bank shall notify the LC Agent (and upon receipt of such notice the LC Agent shall notify each Lender and the Administrative Agent) of the applicable LC Disbursement, the payment then due from such Account Party Borrower in respect thereof and (in the case of such notice from the LC Agent to each Lender) such Lender’s Applicable Percentage Pro Rata Share thereof. Promptly following receipt of such notice, each Lender shall pay to the Administrative Agent its Applicable Percentage Pro Rata Share of the payment then due from such Account Party (the “Participation Amount”)Borrower, in the same manner as provided in Section 2.06 2.9 with respect to Loans made by such Lender (and Section 2.06 2.9 shall apply, mutatis mutandis, to the payment obligations of the Lenders), and the Administrative Agent shall promptly pay to the applicable such Issuing Bank the amounts so received by it from the Lenders. Promptly following receipt by the Administrative Agent of any payment from such Account Party Borrower pursuant to this paragraph, the Administrative Agent shall distribute such payment to the applicable such Issuing Bank or, to the extent that Lenders have made payments pursuant to this paragraph to reimburse such Issuing Bank, then to such Lenders and such Issuing Bank as their interests may appear. Any payment made by a Lender pursuant to this paragraph to reimburse an Issuing Bank for any LC Disbursement (other than the funding of ABR Revolving Loans or a Swingline Loan Floating Rate Advance as contemplated above) shall not constitute a Loan and shall not relieve such Account Party Borrower of its obligation to reimburse such LC Disbursement.

Reimbursement. If an Issuing Bank shall make makes any LC Disbursement in respect of under a Letter of Credit, (i) the applicable Account Party Borrower shall reimburse such LC Disbursement by paying to such Issuing Bank an amount equal to such LC Disbursement to the Agent not later than 12:00 noon, New York City time, P.M. on the date day that such LC Disbursement is made, if such Account Party shall have received the Borrower receives notice of such LC Disbursement prior to before 10:00 a.m., New York City time, A.M. on such dateday, or, if such notice has not been received by such Account Party prior to the Borrower before such time on such dateday, then not later than 12:00 noon, New York City time, P.M. on (A) the Business Day that such Account Party the Borrower receives such notice, if such notice is received prior to before 10:00 a.m., New York City time, A.M. on the day of receipt, or (B) the next Business Day immediately following the day that such Account Party receives such noticeDay, if such notice is not received prior to before such time on the day of receipt; provided that, if such LC Disbursement is not less than at least $10,000,0005,000,000, the Parent Borrower may, subject to the conditions to borrowing set forth herein, request in accordance with Section 2.03 or 2.04 2.01 that such payment be financed made with an ABR Revolving Borrowing by the Parent Borrower proceeds of a borrowing of Reference Rate Loans or a Swingline Swing Loan to the Parent Borrower in an equivalent amount and, to the extent so financed, such Account Party’s the Borrower's obligation to make such payment shall be discharged and replaced by the resulting ABR Revolving Borrowing borrowing of Reference Rate Loans or Swingline a Swing Loan; or (ii) such Issuing Bank may, if arrangements to do so have been agreed upon in writing by the Parent Borrower, a Borrowing Subsidiary or an Account Party and such Issuing Bank, obtain reimbursement of such LC Disbursement by debiting directly from an account of the Parent Borrower, such Borrowing Subsidiary or such Account Party maintained with such Issuing Bank (or one of its Affiliates) an amount equal to such LC Disbursement; provided that the foregoing shall not be construed to prevent the applicable Account Party from reimbursing LC Disbursements of an Issuing Bank in accordance with alternate procedures agreed upon with such Issuing Bank, so long as such reimbursements are made no later than required under clause (i) above. If such Account Party the Borrower fails to make such payment when due or the applicable Issuing Bank is unable to debit the designated account of the Parent Borrowerdue, the relevant Borrowing Subsidiary or the relevant Account Party for the full amount of the LC Disbursement, in each case as provided in the preceding sentence, the applicable Issuing Bank shall notify the LC Agent (and upon receipt of such notice the LC Agent shall notify each Lender and the Administrative Agent) Bank of the applicable LC Disbursement, the payment then due from such Account Party the Borrower in respect thereof and (in the case of such notice from the LC Agent to each Lender) such Lender’s Applicable Percentage Bank's Pro Rata Share thereof. Promptly following receipt of after it receives such notice, each Lender Bank shall pay to the Administrative Agent its Applicable Percentage Pro Rata Share of the payment then due from such Account Party (the “Participation Amount”)Borrower, in the same manner as is provided in Section 2.06 2.01(c) with respect to Loans made by such Lender Bank (and Section 2.06 2.01(c) shall apply, mutatis mutandis, to the such payment obligations of the LendersBanks), and the Administrative Agent shall promptly pay to the applicable Issuing Bank with respect to such Letter of Credit the amounts so received by it from the LendersBanks. Promptly following receipt by the Administrative Agent of any If a Bank makes a payment from such Account Party pursuant to this paragraph, the Administrative Agent shall distribute such payment to the applicable Issuing Bank or, to the extent that Lenders have made payments pursuant to this paragraph to reimburse such Issuing Bank, then to such Lenders and such Issuing Bank as their interests may appear. Any payment made by a Lender pursuant to this paragraph subsection to reimburse an Issuing Bank for any LC Disbursement (other than the by funding of ABR Revolving Reference Rate Loans or a Swingline Loan as contemplated above), (x) shall such payment will not constitute a Loan and shall will not relieve such Account Party the Borrower of its obligation to reimburse such LC DisbursementDisbursement and (y) such Bank will be subrogated to its Pro Rata Share of such Issuing Bank's claim against the Borrower for such reimbursement. Promptly after the Agent receives any payment from the Borrower pursuant to this subsection, the Agent will distribute such payment to the Issuing Bank with respect to such Letter of Credit or, if Banks have made payments pursuant to this subsection to reimburse such Issuing Bank, then to such Banks and such Issuing Bank as their interests may appear.

Reimbursement. If an the Issuing Bank shall make any LC Disbursement in respect of a Letter of Credit, (i) the applicable Account Party Borrower shall reimburse such LC Disbursement by paying to such Issuing Bank the Administrative Agent an amount equal to such LC Disbursement not later than 12:00 noon, New York City time, on the date that such LC Disbursement is made, if such Account Party the Borrower shall have received notice of such LC Disbursement prior to 10:00 a.m., New York City time, on such date, or, if such notice has not been received by such Account Party the Borrower prior to such time on such date, then not later than 12:00 noon, New York City time, on (Ai) the Business Day that such Account Party the Borrower receives such notice, if such notice is received prior to 10:00 a.m., New York City time, on the day of receipt, or (Bii) the Business Day immediately following the day that such Account Party the Borrower receives such notice, if such notice is not received prior to such time on the day of receipt; provided that, if such LC Disbursement is not less than $10,000,000500,000, the Parent Borrower may, subject to the conditions to borrowing set forth herein, request in accordance with Section 2.03 or 2.04 2.05 that such payment be financed with an ABR Revolving Borrowing by the Parent Borrower or a Swingline Loan to the Parent Borrower in an equivalent amount of such LC Disbursement and, to the extent so financed, such Account Partythe Borrower’s obligation to make such payment shall be discharged and replaced by the resulting ABR Revolving Borrowing or Swingline Loan; or (ii) such Issuing Bank may, if arrangements to do so have been agreed upon in writing by the Parent Borrower, a Borrowing Subsidiary or an Account Party and such Issuing Bank, obtain reimbursement of such LC Disbursement by debiting directly from an account of the Parent Borrower, such Borrowing Subsidiary or such Account Party maintained with such Issuing Bank (or one of its Affiliates) an amount equal to such LC Disbursement; provided that the foregoing shall not be construed to prevent the applicable Account Party from reimbursing LC Disbursements of an Issuing Bank in accordance with alternate procedures agreed upon with such Issuing Bank, so long as such reimbursements are made no later than required under clause (i) above. If such Account Party the Borrower fails to make such payment when due or the applicable Issuing Bank is unable to debit the designated account of the Parent Borrowerdue, the relevant Borrowing Subsidiary or the relevant Account Party for the full amount of the LC Disbursement, in each case as provided in the preceding sentence, the applicable Issuing Bank shall notify the LC Agent (and upon receipt of such notice the LC Administrative Agent shall notify each Lender and the Administrative Agent) of the applicable LC Disbursement, the payment then due from such Account Party the Borrower in respect thereof and (in the case of such notice from the LC Agent to each Lender) such Lender’s Applicable Percentage thereof. Promptly following receipt of such notice, each Lender shall pay to the Administrative Agent its Applicable Percentage of the payment then due from such Account Party (the “Participation Amount”)Borrower, in the same manner as provided in Section 2.06 2.07 with respect to Loans made by such Lender (and Section 2.06 2.07 shall apply, mutatis mutandis, to the payment obligations of the Lenders), and the Administrative Agent shall promptly pay to the applicable Issuing Bank the amounts so received by it from the Lenders. Promptly following receipt by the Administrative Agent of any payment from such Account Party the Borrower pursuant to this paragraph, the Administrative Agent shall distribute such payment to the applicable Issuing Bank or, to the extent that Lenders have made payments pursuant to this paragraph to reimburse such the Issuing Bank, then to such Lenders and such the Issuing Bank as their interests may appear. Any payment made by a Lender pursuant to this paragraph to reimburse an the Issuing Bank for any LC Disbursement (other than the funding of ABR Revolving Loans or a Swingline Loan as contemplated above) shall not constitute a Loan and shall not relieve such Account Party the Borrower of its obligation to reimburse such LC Disbursement.

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

Reimbursement. If an the Issuing Bank Lender shall make any LC Disbursement in respect of a Letter of Credit, (i) the applicable Account Party Borrower shall reimburse such LC Disbursement by paying to such Issuing Bank the General Administrative Agent an amount equal to such LC Disbursement not later than 12:00 noon2:00 p.m., New York City time, on the date that such LC Disbursement is made, if such Account Party Borrower shall have received notice of such LC Disbursement prior to 10:00 a.m., New York City time, on such date, or, if such notice has not been received by such Account Party Borrower prior to such time on such date, then not later than 12:00 noon2:00 p.m., New York City time, on (Ai) the Business Day that such Account Party Borrower receives such notice, if such notice is received prior to 10:00 a.m., New York City time, on the day of receipt, receipt or (Bii) the Business Day immediately following the day that such Account Party Borrower receives such notice, if such notice is not received prior to such time on the day of receipt; provided that, if such LC Disbursement is not less than $10,000,000, that the Parent Borrower Company (on behalf of itself or the applicable Borrowing Subsidiary) may, subject to the conditions to borrowing set forth herein, request in accordance with Section 2.03 or 2.04 that such payment be financed with an ABR a U.S. Revolving Borrowing by the Parent Borrower Loan or a Swingline Loan to the Parent Borrower in an equivalent amount and, to the extent so financed, such Account PartyBorrower’s obligation to make such payment shall be discharged and replaced by the resulting ABR U.S. Revolving Borrowing Loan or Swingline Loan; or (ii) such Issuing Bank may, if arrangements to do so have been agreed upon in writing by the Parent Borrower, a Borrowing Subsidiary or an Account Party and such Issuing Bank, obtain reimbursement of such LC Disbursement by debiting directly from an account of the Parent Borrower, such Borrowing Subsidiary or such Account Party maintained with such Issuing Bank (or one of its Affiliates) an amount equal to such LC Disbursement; provided that the foregoing shall not be construed to prevent the applicable Account Party from reimbursing LC Disbursements of an Issuing Bank in accordance with alternate procedures agreed upon with such Issuing Bank, so long as such reimbursements are made no later than required under clause (i) above. If such Account Party Borrower fails to make such payment when due or the applicable Issuing Bank is unable to debit the designated account of the Parent Borrowerdue, the relevant Borrowing Subsidiary or the relevant Account Party for the full amount of the LC Disbursement, in each case as provided in the preceding sentence, the applicable Issuing Bank shall notify the LC Agent (and upon receipt of such notice the LC General Administrative Agent shall notify each U.S. Lender and the Administrative Agent) of the applicable LC Disbursement, the payment then due from such Account Party Borrower in respect thereof and (in the case of such notice from the LC Agent to each Lender) such U.S. Lender’s Applicable U.S. Commitment Percentage thereof. Promptly following receipt of such notice, each U.S. Lender shall pay to the General Administrative Agent its Applicable U.S. Commitment Percentage of the payment then due from such Account Party (the “Participation Amount”)Borrower, in the same manner as provided in Section 2.06 6.01 with respect to U.S. Revolving Loans made by such U.S. Lender (and Section 2.06 6.01 shall apply, mutatis mutandis, to the payment obligations of the U.S. Lenders), and the General Administrative Agent shall promptly pay to the applicable Issuing Bank Lender the amounts so received by it from the U.S. Lenders. Promptly following receipt by the General Administrative Agent of any payment from such Account Party Borrower pursuant to this paragraph, the General Administrative Agent shall distribute such payment to the applicable Issuing Bank Lender or, to the extent that U.S. Lenders have made payments pursuant to this paragraph to reimburse such the Issuing BankLender, then to such U.S. Lenders and such the Issuing Bank Lender as their interests may appear. Any payment made by a U.S. Lender pursuant to this paragraph to reimburse an the Issuing Bank Lender for any LC Disbursement (other than the funding of ABR U.S. Revolving Loans or a Swingline Loan as contemplated above) shall not constitute a Loan and shall not relieve such Account Party Borrower of its obligation to reimburse such LC Disbursement.

Reimbursement. If an Issuing Bank shall make any LC Disbursement in respect of a Letter of Credit, (i) the applicable Account Party Requesting Borrower shall reimburse such LC Disbursement by paying to such Issuing Bank the Administrative Agent an amount equal to such LC Disbursement not later than 12:00 noon2:00 p.m., New York City time, on the date that such LC Disbursement is made, if such Account Party Requesting Borrower shall have received notice of such LC Disbursement prior to 10:00 a.m., New York City time, on such date, or, if such notice has not been received by such Account Party Requesting Borrower prior to such time on such date, then not later than 12:00 noon(i) 2:00 p.m., New York City time, on (A) the Business Day that such Account Party Requesting Borrower receives such notice, if such notice is received prior to 10:00 a.m., New York City time, time on the day of receipt, or (Bii) 12:00 noon, New York City time, on the Business Day immediately following the day that such Account Party Requesting Borrower receives such notice, if such notice is not received prior to such time 10:00 a.m., New York City time, on the day of receipt; provided that, if that such LC Disbursement is not less than $10,000,000, the Parent Requesting Borrower may, subject to the conditions to borrowing set forth herein, request in accordance with Section 2.03 or 2.04 2.05 that such payment be financed with an ABR Revolving a Borrowing by the Parent Borrower or a Swingline Loan to the Parent Borrower in an equivalent amount and, to the extent so financed, such Account PartyRequesting Borrower’s obligation to make such payment shall be discharged and replaced by the resulting ABR Revolving Borrowing or Swingline Loan; or (ii) such Issuing Bank may, if arrangements to do so have been agreed upon in writing by the Parent Borrower, a Borrowing Subsidiary or an Account Party and such Issuing Bank, obtain reimbursement of such LC Disbursement by debiting directly from an account of the Parent Borrower, such Borrowing Subsidiary or such Account Party maintained with such Issuing Bank (or one of its Affiliates) an amount equal to such LC Disbursement; provided that the foregoing shall not be construed to prevent the applicable Account Party from reimbursing LC Disbursements of an Issuing Bank in accordance with alternate procedures agreed upon with such Issuing Bank, so long as such reimbursements are made no later than required under clause (i) aboveBorrowing. If such Account Party a Requesting Borrower fails to make such a payment when due or the applicable Issuing Bank is unable to debit the designated account of the Parent Borrowerdue, the relevant Borrowing Subsidiary or the relevant Account Party for the full amount of the LC Disbursement, in each case as provided in the preceding sentence, the applicable Issuing Bank shall notify the LC Agent (and upon receipt of such notice the LC Administrative Agent shall notify each Revolving Lender and the Administrative Agent) of the applicable LC Disbursement, the payment then due from such Account Party Requesting Borrower in respect thereof and (in the case of such notice from the LC Agent to each Lender) such Lender’s Applicable Percentage thereof. Promptly following receipt of such notice, each Revolving Lender shall pay to the Administrative Agent its Applicable Percentage of the payment then due from such Account Party (the “Participation Amount”)Requesting Borrower, in the same manner as provided in Section 2.06 2.04 with respect to Loans made by such Lender (and Section 2.06 2.04 shall apply, mutatis mutandis, to the payment obligations of the Revolving Lenders), and the Administrative Agent shall promptly pay to the applicable Issuing Bank the amounts so received by it from the Revolving Lenders. Promptly following receipt by the Administrative Agent of any payment from such Account Party a Borrower pursuant to this paragraph, the Administrative Agent shall distribute such payment to the applicable Issuing Bank or, to the extent that the Lenders have made payments pursuant to this paragraph to reimburse such Issuing Bank, then to such Lenders and such Issuing Bank as their interests may appear. Any payment made by a Lender pursuant to this paragraph to reimburse an Issuing Bank for any LC Disbursement (other than the funding of ABR Revolving Loans or a Swingline Loan as contemplated above) shall not constitute a Loan and shall not relieve such Account Party the applicable Borrower of its obligation to reimburse such LC Disbursement.

Reimbursement. If an the applicable U.S. Issuing Bank shall make any U.S. LC Disbursement in respect of a U.S. Letter of Credit, (i) the applicable Account Party U.S. Borrowers shall reimburse such U.S. LC Disbursement by paying to such Issuing Bank the Agent an amount equal to such U.S. LC Disbursement not later than (i) for a U.S. Letter of Credit to be reimbursed in Dollars, 5:00 p.m. New York City time, on the same Business Day the Borrower Agent is presented with notice of such U.S. LC Disbursement under paragraph (vii) of this Section 2.06(a) if such notice is presented before 10:00 a.m. New York City time, (ii) for a U.S. Letter of Credit to be reimbursed in Dollars, 12:00 noon, New York City time, on the date that such LC Disbursement is made, if such Account Party shall have received notice of such LC Disbursement prior to 10:00 a.m., New York City time, on such date, or, if such notice has not been received by such Account Party prior to such time on such date, then not later than 12:00 noon, New York City time, on (A) the Business Day that such Account Party receives such notice, if such notice is received prior to 10:00 a.m., New York City time, on the day of receipt, or (B) the Business Day immediately following the day that date the Borrower Agent is presented notice of such Account Party receives such notice, U.S. LC Disbursement under paragraph (vii) of this Section 2.06 if such notice is not received prior presented on or after 10:00 a.m. New York City time and (iii) for a U.S. Letter of Credit to such time be reimbursed in an Alternative Currency, the Applicable Time on the day date of receiptan payment by a U.S. Issuing Bank; provided that, if such LC Disbursement is not less than $10,000,000, that the Parent Borrower Agent may, subject to the conditions to borrowing set forth herein, request in accordance with Section 2.03 or 2.04 2.05 that such payment be financed with an ABR U.S. Revolving Borrowing by the Parent Borrower or a U.S. Swingline Loan to the Parent Borrower in an equivalent amount and, to the extent so financed, such Account Party’s the U.S. Borrowers’ obligation to make such payment shall be discharged and replaced by the resulting ABR U.S. Revolving Borrowing or U.S. Swingline Loan; or . In the case of a U.S. Letter of Credit denominated in an Alternative Currency, the U.S. Borrowers shall reimburse the applicable U.S. Issuing Bank in such Alternative Currency, unless (iiA) such Issuing Bank may, if arrangements to do so have been agreed upon in writing by the Parent Borrower, a Borrowing Subsidiary or an Account Party and such Issuing Bank, obtain reimbursement of such LC Disbursement by debiting directly from an account of the Parent Borrower, such Borrowing Subsidiary or such Account Party maintained with such U.S. Issuing Bank (at its option) shall have specified in such notice that it will require reimbursement in Dollars, or one (B) in the absence of its Affiliates) an amount equal to any such LC Disbursement; provided requirement for reimbursement in Dollars, the U.S. Borrowers shall have notified the applicable U.S. Issuing Bank promptly following receipt of the notice of drawing that the foregoing shall not be construed to prevent the applicable Account Party from reimbursing LC Disbursements of an U.S. Borrowers will reimburse such U.S. Issuing Bank in accordance with alternate procedures agreed upon with Dollars. In the case of any such reimbursement in Dollars of a drawing under a U.S. Letter of Credit denominated in an Alternative Currency, the applicable U.S. Issuing Bank, so long as such reimbursements are made no later than required under clause (i) aboveBank shall notify the Borrower Agent of the Dollar Equivalent of the amount of the drawing promptly following the determination thereof. If such Account Party fails the U.S. Borrowers fail to make such payment when due or the applicable Issuing Bank is unable to debit the designated account of the Parent Borrowerdue, the relevant Borrowing Subsidiary or the relevant Account Party for the full amount of the LC Disbursement, in each case as provided in the preceding sentence, the applicable Issuing Bank shall notify the LC Agent (and upon receipt of such notice the LC Agent shall notify each U.S. Revolving Lender and the Administrative Agent) of the applicable U.S. LC DisbursementDisbursement (expressed in Dollars in the amount of the Dollar Equivalent thereof in the case of a U.S. Letter of Credit denominated in an Alternative Currency), the payment then due from such Account Party the U.S. Borrowers in respect thereof and (in the case of such notice from the LC Agent to each Lender) such U.S. Lender’s Applicable Percentage thereof. Promptly following receipt of such notice, each U.S. Revolving Lender shall pay to the Administrative Agent its Applicable Percentage of the payment then due from such Account Party (the “Participation Amount”)U.S. Borrowers, in the same manner as provided in Section 2.06 2.07 with respect to Loans made by such Lender (and Section 2.06 2.07 shall apply, mutatis mutandis, to the payment obligations of the U.S. Revolving Lenders), and the Administrative Agent shall promptly pay to the applicable U.S. Issuing Bank the amounts so received by it from the U.S. Revolving Lenders. Promptly following receipt by the Administrative Agent of any payment from such Account Party the U.S. Borrowers pursuant to this paragraph, the Administrative Agent shall distribute such payment in Dollars and in the same funds as those received by the Agent to the applicable U.S. Issuing Bank or, to the extent that U.S. Revolving Lenders have made payments pursuant to this paragraph to reimburse such U.S. Issuing Bank, then to such Lenders and such U.S. Issuing Bank as their interests may appear. Any payment made by a Lender pursuant to this paragraph to reimburse an Issuing Bank for any LC Disbursement (other than the funding of ABR Revolving Loans or a Swingline Loan as contemplated above) shall not constitute a Loan and shall not relieve such Account Party of its obligation to reimburse such LC Disbursement.

Reimbursement. If an the Issuing Bank shall make any LC Disbursement in respect of a Letter of Credit, (i) the applicable Account Party Borrowers shall reimburse such LC Disbursement by paying to such Issuing Bank the Administrative Agent an amount equal to such LC Disbursement not later than 12:00 noon3:00 p.m., New York City Local time, on the date that such LC Disbursement is made, if such Account Party the Borrower Representative shall have received notice of such LC Disbursement prior to 10:00 a.m., New York City Local time, on such date, or, if such notice has not been received by such Account Party the Borrower Representative prior to such time on such date, then not later than 12:00 noon3:00 p.m., New York City Local time, on (Ai) the Business Day that such Account Party the Borrower Representative receives such notice, if such notice is received prior to 10:00 a.m., New York City Local time, on the day of receipt, or (Bii) the Business Day immediately following the day that such Account Party the Borrower Representative receives such notice, if such notice is not received prior to such time on the day of receipt; provided that, if such LC Disbursement is not less than $10,000,000, that the Parent Borrower Borrowers may, subject to the conditions to borrowing set forth herein, request in accordance with Section 2.03 or 2.04 that such payment be financed with an ABR Revolving Borrowing by the Parent Borrower or a Swingline Loan to the Parent Borrower in an equivalent amount and, to the extent so financed, such Account Party’s the Borrowers’ obligation to make such payment shall be discharged and replaced by the resulting ABR Revolving Borrowing or Swingline Loan; or (ii) such Issuing Bank may, if arrangements to do so have been agreed upon in writing by the Parent Borrower, a Borrowing Subsidiary or an Account Party and such Issuing Bank, obtain reimbursement of such LC Disbursement by debiting directly from an account of the Parent Borrower, such Borrowing Subsidiary or such Account Party maintained with such Issuing Bank (or one of its Affiliates) an amount equal to such LC Disbursement; provided that the foregoing shall not be construed to prevent the applicable Account Party from reimbursing LC Disbursements of an Issuing Bank in accordance with alternate procedures agreed upon with such Issuing Bank, so long as such reimbursements are made no later than required under clause (i) aboveBorrowing. If such Account Party fails the Borrowers fail to make such payment when due or due, such amount shall bear interest at the applicable Issuing Bank is unable to debit Alternate Base Rate and the designated account of the Parent Borrower, the relevant Borrowing Subsidiary or the relevant Account Party for the full amount of the LC Disbursement, in each case as provided in the preceding sentence, the applicable Issuing Bank shall notify the LC Agent (and upon receipt of such notice the LC Administrative Agent shall notify each Multicurrency Tranche Lender and the Administrative Agent) of the applicable LC Disbursement, the payment then due from such Account Party the Borrowers in respect thereof and (in the case of such notice from the LC Agent to each Lender) such Multicurrency Tranche Lender’s Applicable Multicurrency Tranche Revolving Credit Exposure Percentage thereof. Promptly following receipt of such notice, each Multicurrency Tranche Lender shall pay to the Administrative Agent its Applicable Multicurrency Tranche Revolving Credit Exposure Percentage of the payment then due from such Account Party (the “Participation Amount”)Borrowers, in the same manner as provided in Section 2.06 2.07 with respect to Multicurrency Tranche Loans made by such Lender (and Section 2.06 2.07 shall apply, mutatis mutandis, to the payment obligations of the Multicurrency Tranche Lenders), and the Administrative Agent shall promptly pay to the applicable Issuing Bank the amounts so received by it from the Multicurrency Tranche Lenders. Promptly following receipt by the Administrative Agent of any payment from such Account Party the Borrowers pursuant to this paragraph, the Administrative Agent shall distribute such payment to the applicable Issuing Bank or, to the extent that Multicurrency Tranche Lenders have made payments pursuant to this paragraph to reimburse such the Issuing Bank, then to such Multicurrency Tranche Lenders and such the Issuing Bank as their interests may appear. Any payment made by a Multicurrency Tranche Lender pursuant to this paragraph to reimburse an the Issuing Bank for any LC Disbursement (other than the funding of ABR Revolving Loans or a Swingline Loan as contemplated above) shall not constitute a Loan and shall not relieve such Account Party the Borrowers of its their obligation to reimburse such LC Disbursement.

Reimbursement. If an any Issuing Bank shall make any LC Disbursement in respect of a Letter of Credit, (i) the applicable Account Party Borrower shall reimburse such LC Disbursement by paying to such Issuing Bank the Administrative Agent, in the currency in which the applicable Letter of Credit was issued, an amount equal to such LC Disbursement not later than 12:00 noon1:00 p.m., New York City time, on the date that such LC Disbursement is made, if such Account Party the Borrower Representative or the applicable Borrower shall have received notice of such LC Disbursement prior to 10:00 9:00 a.m., New York City time, on such date, or, if such notice has not been received by such Account Party the Borrower Representative or the applicable Borrower prior to such time on such date, then not later than 12:00 noon, New York City time, on (A) the Business Day that such Account Party receives such notice, if such notice is received prior to 10:00 11:00 a.m., New York City time, on the day of receipt, or (B) the Business Day immediately following the day that such Account Party the Borrower Representative or the applicable Borrower receives such notice, if such notice is not received prior to such time on the day of receipt; provided that, if such LC Disbursement is not less than $10,000,000, that the Parent Borrower Representative on behalf of the applicable Borrower (or the applicable Borrower) may, subject to the conditions to borrowing set forth herein, request in accordance with Section 2.03 or 2.04 2.05 that such payment payment, if to be made in dollars, be financed with an ABR a Borrowing of Revolving Borrowing by the Parent Borrower Loans or a Swingline Loan to the Parent Borrower in an equivalent amount and, to the extent so financed, such Account Partythe Borrower’s obligation to make such payment shall be discharged and replaced by the resulting ABR Borrowing of Revolving Borrowing Loans or Swingline Loan; or (ii) provided further that no such Issuing Bank may, if arrangements payment shall be permitted to do so have been agreed upon in writing by the Parent Borrower, be financed with a Borrowing Subsidiary or an Account Party and such Issuing Bank, obtain reimbursement of such LC Disbursement by debiting directly from an account of the Parent Borrower, such Borrowing Subsidiary or such Account Party maintained with such Issuing Bank (or one of its Affiliates) an amount equal to such LC Disbursement; provided that the foregoing shall not be construed to prevent the applicable Account Party from reimbursing LC Disbursements of an Issuing Bank in accordance with alternate procedures agreed upon with such Issuing Bank, so long as such reimbursements are made no later than required under clause (i) aboveEurocurrency Borrowing. If such Account Party any Borrower fails to make such payment when due or the applicable Issuing Bank is unable to debit the designated account of the Parent Borrowerdue, the relevant Borrowing Subsidiary or the relevant Account Party for the full amount of the LC Disbursement, in each case as provided in the preceding sentence, the applicable Issuing Bank shall notify the LC Agent (and upon receipt of such notice the LC Administrative Agent shall notify each Lender and the Administrative Agent) of the applicable LC Disbursement, the payment then due from such Account Party the Borrowers in respect thereof and (expressed in dollars in the amount of the Dollar Equivalent thereof in the case of such notice from a Letter of Credit denominated in an Alternative Currency) (the LC Agent to each Lender“Unreimbursed Amount”) and such Lender’s Applicable Percentage thereof. Promptly following receipt of such notice, each Lender shall pay to the Administrative Agent Agent, in the same currency as the applicable LC Disbursement, its Applicable Percentage of the payment then due from such Account Party (the “Participation Amount”)applicable Borrower, in the same manner as provided in Section 2.06 2.07 with respect to Loans made by such Lender (and Section 2.06 2.07 shall apply, mutatis mutandis, to the payment obligations of the Lenders), and the Administrative Agent shall promptly pay to the applicable Issuing Bank the amounts so received by it from the Lenders. Promptly following receipt by the Administrative Agent of any payment from such Account Party a Borrower pursuant to this paragraph, the Administrative Agent shall distribute such payment to the applicable Issuing Bank or, to the extent that Lenders have made payments pursuant to this paragraph to reimburse such the applicable Issuing Bank, then the Administrative Agent shall distribute such payment to such Lenders and such the applicable Issuing Bank as their interests may appear. Any payment made by a Lender pursuant to this paragraph to reimburse an the applicable Issuing Bank for any LC Disbursement (other than the funding of ABR Revolving Loans or a Swingline Loan as contemplated above) shall not constitute a Loan and shall not relieve such Account Party the Borrowers or the Subsidiary Guarantors of its obligation their respective obligations to reimburse such LC Disbursement.

Reimbursement. If an Issuing Bank shall make any LC Disbursement in respect of a Letter of Credit, (i) the applicable Account Party Borrower shall reimburse such LC Disbursement by paying to such Issuing Bank the Administrative Agent an amount equal to such LC Disbursement not later than 12:00 noon2:00 p.m., New York City time, on the date that such LC Disbursement is made, if such Account Party the Borrower shall have received notice of such LC Disbursement prior to 10:00 11:00 a.m., New York City time, on such date, or, if such notice has not been received by such Account Party the Borrower prior to such time on such date, then not later than 12:00 noon2:00 p.m., New York City time, on (Ai) the Business Day that such Account Party the Borrower receives such notice, if such notice is received prior to 10:00 11:00 a.m., New York City time, on the day of receipt, or (Bii) the Business Day immediately following the day that such Account Party the Borrower receives such notice, if such notice is not received prior to such time on the day of receipt; provided that, if such LC Disbursement is not less than $10,000,0001,000,000, the Parent Borrower may, subject to the conditions to borrowing set forth herein, request in accordance with Section 2.03 or 2.04 Section 2.05 that such payment be financed with an ABR Revolving Borrowing by the Parent Borrower or (consisting of a Swingline Loan or an ABR Loan, as appropriate) in an amount equal to the Parent Borrower in an equivalent amount of the LC Disbursement, as determined by the applicable Issuing Bank promptly following determination thereof and, to the extent so financed, such Account Partythe Borrower’s obligation to make such payment shall be discharged and replaced by the resulting Swingline Loan or ABR Revolving Borrowing or Swingline Loan; or (ii) such Issuing Bank may, if arrangements to do so have been agreed upon in writing by the Parent Borrower, a Borrowing Subsidiary or an Account Party and such Issuing Bank, obtain reimbursement of such LC Disbursement by debiting directly from an account of the Parent Borrower, such Borrowing Subsidiary or such Account Party maintained with such Issuing Bank (or one of its Affiliates) an amount equal to such LC Disbursement; provided that the foregoing shall not be construed to prevent the applicable Account Party from reimbursing LC Disbursements of an Issuing Bank in accordance with alternate procedures agreed upon with such Issuing Bank, so long as such reimbursements are made no later than required under clause (i) aboveappropriate. If such Account Party the Borrower fails to make such payment when due or the applicable Issuing Bank is unable to debit the designated account of the Parent Borrowerdue, the relevant Borrowing Subsidiary or the relevant Account Party for the full amount of the LC Disbursement, in each case as provided in the preceding sentence, the applicable Issuing Bank shall notify the LC Agent (and upon receipt of such notice the LC Administrative Agent shall notify each Lender and the Administrative Agent) of the applicable LC Disbursement, the payment then due from such Account Party the Borrower in respect thereof and (in the case of such notice from the LC Agent to each Lender) such Lender’s Applicable Percentage thereof. Promptly following receipt of such notice, each Lender shall pay in dollars to the Administrative Agent its Applicable Percentage of the payment then due from such Account Party (the “Participation Amount”)Borrower, in the same manner as provided in Section 2.06 2.07 with respect to Loans made by such Lender (and Section 2.06 2.07 shall apply, mutatis mutandis, to the payment obligations of the Lenders), and the Administrative Agent shall promptly pay in dollars to the applicable relevant Issuing Bank the amounts so received by it from the Lenders. Promptly following receipt by the Administrative Agent of any payment from such Account Party the Borrower pursuant to this paragraph, the Administrative Agent shall distribute such payment to the applicable relevant Issuing Bank or, to the extent that Lenders have made payments pursuant to this paragraph to reimburse such Issuing Bank, then to such Lenders and such Issuing Bank as their its interests may appear. Any payment made by a Lender pursuant to this paragraph to reimburse an Issuing Bank for any LC Disbursement (other than the funding of ABR Revolving Loans or a Swingline Loan or an ABR Loan as contemplated above) shall not constitute a Loan and shall not relieve such Account Party the Borrower of its obligation to reimburse such LC Disbursement.

Reimbursement. If an the Issuing Bank shall make any LC Disbursement in respect of a Letter of Credit, (i) the applicable Account Party Borrower shall reimburse such LC Disbursement by paying to such Issuing Bank the Administrative Agent in Dollars an amount equal to such LC Disbursement, calculated as of the date the Issuing Bank made such LC Disbursement (or if the Issuing Bank shall so elect in its sole discretion by notice to such Borrower, in such other Agreed Currency which was paid by the Issuing Bank pursuant to such LC Disbursement in an amount equal to such LC Disbursement) not later than 12:00 noon2:00 p.m., New York City timeLocal Time, on the date that such LC Disbursement is made, if such Account Party Borrower shall have received notice of such LC Disbursement prior to 10:00 a.m., New York City timeLocal Time, on such date, or, if such notice has not been received by such Account Party Borrower prior to such time on such date, then not later than 12:00 noon2:00 p.m., New York City timeLocal Time, on (Ai) the Business Day that such Account Party Borrower receives such notice, if such notice is received prior to 10:00 a.m., New York City timeLocal Time, on the day of receipt, or (Bii) the Business Day immediately following the day that such Account Party Borrower receives such notice, if such notice is not received prior to such time on the day of receipt; provided that, if that such LC Disbursement is not less than $10,000,000, the Parent Borrower may, subject to the conditions to borrowing set forth herein, request in accordance with Section 2.03 or 2.04 that such payment be financed with (i) to the extent such LC Disbursement was made in Dollars, an ABR Revolving Borrowing by the Parent Borrower in Dollars in an amount equal to such LC Disbursement or a Swingline Loan (ii) to the Parent Borrower extent such LC Disbursement was made in a Foreign Currency, a Eurocurrency Borrowing in such Foreign Currency in an equivalent amount equal to such LC Disbursement and, in each case, to the extent so financed, such Account PartyBorrower’s obligation to make such payment shall be discharged and replaced by the resulting ABR Revolving Borrowing or Swingline Loan; or (ii) such Issuing Bank mayEurocurrency Borrowing, if arrangements to do so have been agreed upon in writing by the Parent Borrower, a Borrowing Subsidiary or an Account Party and such Issuing Bank, obtain reimbursement of such LC Disbursement by debiting directly from an account of the Parent Borrower, such Borrowing Subsidiary or such Account Party maintained with such Issuing Bank (or one of its Affiliates) an amount equal to such LC Disbursement; provided that the foregoing shall not be construed to prevent as applicable. If the applicable Account Party from reimbursing LC Disbursements of an Issuing Bank in accordance with alternate procedures agreed upon with such Issuing Bank, so long as such reimbursements are made no later than required under clause (i) above. If such Account Party Borrower fails to make such payment when due or the applicable Issuing Bank is unable to debit the designated account of the Parent Borrowerdue, the relevant Borrowing Subsidiary or the relevant Account Party for the full amount of the LC Disbursement, in each case as provided in the preceding sentence, the applicable Issuing Bank shall notify the LC Agent (and upon receipt of such notice the LC Administrative Agent shall notify each Lender and the Administrative Agent) of the applicable LC Disbursement, the payment then due from such Account Party Borrower in respect thereof and (in the case of such notice from the LC Agent to each Lender) such Lender’s Applicable Percentage thereof. Promptly following receipt of such notice, each Lender shall pay to the Administrative Agent its Applicable Percentage of the payment then due from such Account Party (the “Participation Amount”)Borrower, in the same manner as provided in Section 2.06 2.05 with respect to Revolving Loans made by such Lender (and Section 2.06 2.05 shall apply, mutatis mutandis, to the payment obligations of the Lenders), and the Administrative Agent shall promptly pay to the applicable Issuing Bank the amounts so received by it from the Lenders. Promptly following receipt by the Administrative Agent of any payment from such Account Party the applicable Borrower pursuant to this paragraph, the Administrative Agent shall distribute such payment to the applicable Issuing Bank or, to the extent that Lenders have made payments pursuant to this paragraph to reimburse such the Issuing Bank, then to such Lenders and such the Issuing Bank as their interests may appear. Any payment made by a Lender pursuant to this paragraph to reimburse an the Issuing Bank for any LC Disbursement (other than the funding of ABR Revolving Loans or a Swingline Loan as contemplated above) shall not constitute a Loan and shall not relieve such Account Party the applicable Borrower of its obligation to reimburse such LC Disbursement. If the Company’s reimbursement of, or obligation to reimburse, any amounts in any Foreign Currency would subject the Administrative Agent, the Issuing Bank or any Lender to any stamp duty, ad valorem charge or similar tax that would not be payable if such reimbursement were made or required to be made in Dollars, the Company shall, at its option, either (x) pay the amount of any such tax requested by the Administrative Agent, the Issuing Bank or the relevant Lender or (y) reimburse each LC Disbursement made in such Foreign Currency in Dollars, in an amount equal to the Equivalent Amount, calculated using the applicable Exchange Rates, on the date such LC Disbursement is made, of such LC Disbursement.

Reimbursement. If an any Issuing Bank shall make any LC Disbursement in respect of a Letter of Credit, (i) the applicable Account Party Borrower shall reimburse such LC Disbursement by paying to such Issuing Bank the Administrative Agent in Dollars an amount equal to such LC Disbursement not later than 12:00 noon5:00 p.m., New York City time, on the date that such LC Disbursement is made, if such Account Party the Borrower shall have received notice of such LC Disbursement prior to 10:00 a.m., New York City time, on such date, or, if such notice has not been received by such Account Party the Borrower prior to such time on such date, then not later than 12:00 noon, New York City time, on (A) the Business Day that such Account Party receives such notice, if such notice is received prior to 10:00 a.m.5:00 p.m., New York City time, on the day of receipt, or (B) the Business Day immediately following the day that such Account Party the Borrower receives such notice, if such notice is not received prior to such time on the day of receipt; provided that, if such LC Disbursement is not less than $10,000,000, that the Parent Borrower may, at its election and subject to the conditions to borrowing set forth herein, request in accordance with Section 2.03 2.02 or 2.04 2.20 that such payment be financed with an ABR Revolving Borrowing by the Parent Borrower or a Swingline Loan to the Parent Borrower in an equivalent amount of such LC Disbursement and, to the extent so financed, such Account Partythe Borrower’s obligation to make such payment shall be discharged and replaced by the resulting ABR Revolving Borrowing or Swingline Loan; or (ii) such Issuing Bank may, if arrangements to do so have been agreed upon in writing by the Parent Borrower, a Borrowing Subsidiary or an Account Party and such Issuing Bank, obtain reimbursement of such LC Disbursement by debiting directly from an account of the Parent Borrower, such Borrowing Subsidiary or such Account Party maintained with such Issuing Bank (or one of its Affiliates) an amount equal to such LC Disbursement; provided that the foregoing shall not be construed to prevent the applicable Account Party from reimbursing LC Disbursements of an Issuing Bank in accordance with alternate procedures agreed upon with such Issuing Bank, so long as such reimbursements are made no later than required under clause (i) above. If such Account Party the Borrower fails to make such payment when due or the applicable Issuing Bank is unable to debit the designated account of the Parent Borrowerdue, the relevant Borrowing Subsidiary or the relevant Account Party for the full amount of the LC Disbursement, in each case as provided in the preceding sentence, the applicable Issuing Bank shall notify the LC Agent (and upon receipt of such notice the LC Administrative Agent shall notify each Lender and the Administrative Agent) of the applicable LC Disbursement, the payment then due from such Account Party the Borrower in respect thereof and (in the case of such notice from the LC Agent to each Lender) such Lender’s Applicable Percentage thereof. Promptly following receipt of such notice, each Lender shall pay to the Administrative Agent its Applicable Percentage of the payment then due from such Account Party (the “Participation Amount”)Borrower, in the same manner as provided in Section 2.06 2.05 with respect to Loans made by such Lender (and Section 2.06 2.05 shall apply, mutatis mutandis, to the payment obligations of the Lenders), and the Administrative Agent shall promptly pay to the applicable Issuing Bank the amounts so received by it from the Lenders. Promptly following receipt by the Administrative Agent of any payment from such Account Party the Borrower pursuant to this paragraph, the Administrative Agent shall distribute such payment to the applicable Issuing Bank or, to the extent that Lenders have made payments pursuant to this paragraph to reimburse such Issuing Bank, then to such Lenders and such Issuing Bank as their interests may appear. Any payment made by a Lender pursuant to this paragraph to reimburse an any Issuing Bank for any LC Disbursement (other than the funding of ABR Revolving Loans or a Swingline Loan as contemplated above) shall not constitute a Loan and shall not relieve such Account Party the Borrower of its obligation to reimburse such LC Disbursement.

Reimbursement. If an the applicable Issuing Bank Lender shall make any LC Disbursement in respect of a Letter of Credit, (i) the applicable Account Party relevant Borrower shall reimburse such LC Disbursement by paying to such Issuing Bank the Administrative Agent an amount equal to such LC Disbursement plus any interim interest incurred pursuant to paragraph (h) of this Section for (x) LC Disbursements made in Dollars, in Dollars, or (y) LC Disbursements made in an Alternative Currency, in an amount equal to the Dollar Equivalent, calculated using the applicable Exchange Rate on the date such LC Disbursement is made, of such LC Disbursement, in each case, not later than 12:00 noon, New York City time or the relevant local time, as applicable, on the date that such LC Disbursement is made, if such Account Party Borrower shall have received notice of such LC Disbursement prior to 10:00 a.m., New York City time or the relevant local time, as applicable, on such date, or, if such notice has not been received by such Account Party Borrower prior to such time on such date, then not later than 12:00 noon, New York City time or the relevant local time, on (A) the Business Day that such Account Party receives such notice, if such notice is received prior to 10:00 a.m., New York City timeas applicable, on the day of receipt, or (B) the Business Day immediately following the day that such Account Party Borrower receives such notice, if such notice is not received prior to such time on the day of receipt; provided that, if such in the case of any LC Disbursement is not less than $10,000,000made in Dollars, the Parent relevant Borrower may, subject to the conditions to borrowing set forth herein, request in accordance with Section 2.03 2.3 or 2.04 2.4 that such payment be financed in Dollars with an a Borrowing of ABR Domestic Revolving Borrowing by the Parent Borrower Loans or a Swingline Loan to the Parent Borrower in an equivalent amount and, to the extent so financed, such Account PartyBorrower’s obligation to make such payment shall be discharged and replaced by the resulting Borrowing of ABR Domestic Revolving Borrowing Loans or Swingline Loan; or (ii) such Issuing Bank may, if arrangements to do so have been agreed upon in writing by the Parent Borrower, a Borrowing Subsidiary or an Account Party and such Issuing Bank, obtain reimbursement of such LC Disbursement by debiting directly from an account of the Parent Borrower, such Borrowing Subsidiary or such Account Party maintained with such Issuing Bank (or one of its Affiliates) an amount equal to such LC Disbursement; provided that the foregoing shall not be construed to prevent the applicable Account Party from reimbursing LC Disbursements of an Issuing Bank in accordance with alternate procedures agreed upon with such Issuing Bank, so long as such reimbursements are made no later than required under clause (i) above. If such Account Party the relevant Borrower fails to make such payment when due or due, then (i) if such payment relates to an Alternative Currency Letter of Credit, automatically and with no further action required, such Borrower’s obligation to reimburse the applicable LC Disbursement shall be permanently converted into an obligation to reimburse the Dollar Equivalent, calculated using the Exchange Rates on the date when such payment was due, of such LC Disbursement and (ii) the Administrative Agent shall promptly notify the applicable Issuing Bank is unable to debit the designated account of the Parent Borrower, the relevant Borrowing Subsidiary or the relevant Account Party for the full amount of the LC Disbursement, in each case as provided in the preceding sentence, the applicable Issuing Bank shall notify the LC Agent (and upon receipt of such notice the LC Agent shall notify each Lender and the Administrative Agent) each other Domestic Revolving Lender of the applicable LC Disbursement, the payment then due from Dollar Equivalent thereof (if such Account Party in respect thereof and (in the case LC Disbursement relates to an Alternative Currency Letter of such notice from the LC Agent to each Lender) such Lender’s Applicable Percentage thereof. Promptly following receipt of such noticeCredit), each Lender shall pay to the Administrative Agent its Applicable Percentage of the payment then due from such Account Party (the “Participation Amount”), Borrower in the same manner as provided in Section 2.06 with respect to Loans made by such Lender (and Section 2.06 shall apply, mutatis mutandis, to the payment obligations of the Lenders), and the Administrative Agent shall promptly pay to the applicable Issuing Bank the amounts so received by it from the Lenders. Promptly following receipt by the Administrative Agent of any payment from such Account Party pursuant to this paragraph, the Administrative Agent shall distribute such payment to the applicable Issuing Bank or, to the extent that Lenders have made payments pursuant to this paragraph to reimburse such Issuing Bank, then to such Lenders thereof and such Issuing Bank as their interests may appear. Any payment made by a Lender pursuant to this paragraph to reimburse an Issuing Bank for any LC Disbursement (other than the funding of ABR Revolving Loans or a Swingline Loan as contemplated above) shall not constitute a Loan and shall not relieve such Account Party of its obligation to reimburse such LC Disbursement.Lender’s Applicable Percentage

Reimbursement. If an any Issuing Bank shall make any LC Disbursement in respect of a Letter of Credit, (i) the applicable Account Party Borrower shall reimburse such LC Disbursement by paying to such Issuing Bank the Administrative Agent an amount equal to such LC Disbursement not later than 12:00 noon2:00 p.m., New York City time, on the date that such LC Disbursement is made, if such Account Party Borrower shall have received notice of such LC Disbursement prior to 10:00 a.m., New York City time, on such date, or, if such notice has not been received by such Account Party Borrower prior to such time on such date, then not later than 12:00 noon2:00 p.m., New York City time, on (Ai) the Business Day that such Account Party the applicable Borrower receives such notice, if such notice is received prior to 10:00 a.m., New York City time, on the day of receipt, or (Bii) the Business Day immediately following the day that such Account Party Borrower receives such notice, if such notice is not received prior to such time on the day of receipt; provided that, if such LC Disbursement is not less than $10,000,000US$1,000,000, then, if the Parent Maturity Date shall not have occurred, such Borrower may, subject to the conditions to borrowing set forth herein, request in accordance with Section 2.03 or 2.04 that such payment be financed with an ABR Revolving Borrowing by the Parent Borrower or a Swingline Loan to the Parent Borrower in an equivalent amount and, to the extent so financed, such Account PartyBorrower’s obligation to make such payment shall be discharged and replaced by the resulting ABR Revolving Borrowing or Swingline Loan; or (ii) such Issuing Bank may, if arrangements to do so have been agreed upon in writing by the Parent Borrower, a Borrowing Subsidiary or an Account Party and such Issuing Bank, obtain reimbursement of such LC Disbursement by debiting directly from an account of the Parent Borrower, such Borrowing Subsidiary or such Account Party maintained with such Issuing Bank (or one of its Affiliates) an amount equal to such LC Disbursement; provided that the foregoing shall not be construed to prevent Borrowing. If the applicable Account Party from reimbursing LC Disbursements of an Issuing Bank in accordance with alternate procedures agreed upon with such Issuing Bank, so long as such reimbursements are made no later than required under clause (i) above. If such Account Party Borrower fails to make such payment when due or the applicable Issuing Bank is unable to debit the designated account of the Parent Borrowerdue, the relevant Borrowing Subsidiary or the relevant Account Party for the full amount of the LC Disbursement, in each case as provided in the preceding sentence, the applicable Issuing Bank shall notify the LC Agent (and upon receipt of such notice the LC Administrative Agent shall notify each Lender and the Administrative Agent) of the applicable LC Disbursement, the payment then due from such Account Party Borrower in respect thereof and (in the case of such notice from the LC Agent to each Lender) such Lender’s Applicable Combined Tranche Percentage thereof. Promptly following receipt of such notice, each Lender shall pay to the Administrative Agent its Applicable Combined Tranche Percentage of the payment then due from such Account Party (the “Participation Amount”)Borrower, in the same manner as provided in Section 2.06 2.07 with respect to Loans denominated in US Dollars made by such Lender (and Section 2.06 2.07 shall apply, mutatis mutandis, to the payment obligations of the Lenders), and the Administrative Agent shall promptly pay to the applicable Issuing Bank the amounts so received by it from the Lenders. Promptly following receipt by the Administrative Agent of any payment from such Account Party the applicable Borrower pursuant to this paragraph, the Administrative Agent shall distribute such payment to the applicable Issuing Bank or, to the extent that Lenders have made payments pursuant to this paragraph to reimburse such Issuing Bank, then to such Lenders and such Issuing Bank as their interests may appear. Any payment made by a Lender pursuant to this paragraph to reimburse an such Issuing Bank for any LC Disbursement (other than the funding of ABR Revolving Loans or a Swingline Loan as contemplated above) shall not constitute a Loan and shall not relieve such Account Party the applicable Borrower of its obligation to reimburse such LC Disbursement.

Reimbursement. If an the Issuing Bank shall make any LC L/C Disbursement in respect of a Letter of Credit, (i) the applicable Account Party Borrower shall reimburse such LC L/C Disbursement by paying (or causing its Subsidiary that is also an account party in respect of such Letter of Credit to such Issuing Bank pay) to the Administrative Agent an amount equal to such LC L/C Disbursement not later than 12:00 noon, New York City time, on the date that such LC L/C Disbursement is made, if such Account Party the Borrower shall have received notice of such LC L/C Disbursement prior to 10:00 a.m., New York City time, on such date, or, if such notice has not been received by such Account Party the Borrower prior to such time on such date, then not later than 12:00 noon, New York City time, on (Ai) the Business Day that such Account Party the Borrower receives such notice, if such notice is received prior to 10:00 a.m., New York City time, on the day of receipt, or (Bii) the Business Day immediately following the day that such Account Party the Borrower receives such notice, if such notice is not received prior to such time on the day of receipt; provided that, if such LC Disbursement is not less than $10,000,000, that the Parent Borrower may, subject to the conditions to borrowing set forth herein, request in accordance with Section 2.03 or 2.04 that such payment be financed with an ABR Revolving Borrowing by the Parent Borrower (only if such L/C Disbursement is not less than $1,000,000), or a Swingline Loan to the Parent Borrower in an equivalent amount and, to the extent so financed, such Account Party’s the Borrower's obligation to make such payment shall be discharged and replaced by the resulting ABR Revolving Borrowing or Swingline Loan; or (ii) such Issuing Bank may, if arrangements to do so have been agreed upon in writing by the Parent Borrower, a Borrowing Subsidiary or an Account Party and such Issuing Bank, obtain reimbursement of such LC Disbursement by debiting directly from an account of the Parent Borrower, such Borrowing Subsidiary or such Account Party maintained with such Issuing Bank (or one of its Affiliates) an amount equal to such LC Disbursement; provided that the foregoing shall not be construed to prevent the applicable Account Party from reimbursing LC Disbursements of an Issuing Bank in accordance with alternate procedures agreed upon with such Issuing Bank, so long as such reimbursements are made no later than required under clause (i) above. If such Account Party the Borrower fails to make such payment or discharge such reimbursement obligation when due or in accordance with the applicable Issuing Bank is unable to debit the designated account of the Parent Borrower, the relevant Borrowing Subsidiary or the relevant Account Party for the full amount of the LC Disbursement, in each case as provided in the preceding prior sentence, the applicable Issuing Bank shall notify the LC Agent (and upon receipt of such notice the LC Administrative Agent shall notify each Revolving Lender and the Administrative Agent) of the applicable LC L/C Disbursement, the payment then due from such Account Party the Borrower in respect thereof and (in the case of such notice from the LC Agent to each Revolving Lender) such Lender’s 's Applicable Percentage thereof. Promptly following receipt of such notice, each Revolving Lender shall pay to the Administrative Agent its Applicable Percentage of the payment then due from such Account Party (the “Participation Amount”)Borrower, in the same manner as provided in Section 2.06 with respect to Loans made by such Revolving Lender (and Section 2.06 shall apply, mutatis mutandis, to the payment obligations of the Revolving Lenders), and the Administrative Agent shall promptly pay to the applicable Issuing Bank the amounts so received by it from the Revolving Lenders. Promptly following receipt by the Administrative Agent of any payment from such Account Party the Borrower pursuant to this paragraphparagraph (e) of this Section 2.05, the Administrative Agent shall distribute such payment to the applicable Issuing Bank or, to the extent that Revolving Lenders have made payments pursuant to this paragraph to reimburse such the Issuing Bank, then to such Revolving Lenders and such the Issuing Bank as their interests may appear. Any payment made by a Revolving Lender pursuant to this paragraph (e) of this Section 2.05 to reimburse an the Issuing Bank for any LC L/C Disbursement (other than the funding of ABR Revolving Loans Loan or a Swingline Loan as contemplated above) shall not constitute a Loan and shall not relieve such Account Party the Borrower of its obligation to reimburse such LC L/C Disbursement.

Reimbursement. If an Issuing Bank The LC Issuer shall, promptly after its receipt thereof, examine all documents purporting to represent a demand for payment under a Letter of Credit. If, after such examination, the LC Issuer shall make any LC Disbursement in respect of a Letter of Credit, (i) the applicable Account Party LC Issuer shall notify the Borrower Representative and Administrative Agent thereof. The Borrowers shall reimburse such LC Disbursement by paying to such Issuing Bank the Administrative Agent an amount equal to such LC Disbursement not later than 12:00 noon2:00 p.m., New York City time, on the date that such LC Disbursement is made, if such Account Party the Borrower Representative shall have received notice of such LC Disbursement prior to 10:00 a.m., New York City time, on such date, or, if such notice has not been received by such Account Party the Borrower Representative prior to such time on such date, then not later than 12:00 noon3:00 p.m., New York City time, on (Ai) the Business Day that such Account Party the Borrower Representative receives such notice, if such notice is received prior to 10:00 a.m.1:00 p.m., New York City time, on the day of receipt, or (Bii) the Business Day immediately following the day that such Account Party the Borrower Representative receives such notice, if such notice is not received prior to such time on the day of receipt; provided that, if such LC Disbursement is not less than $10,000,000, that the Parent Borrower Representative may, subject to the conditions to borrowing set forth herein, request in accordance with Section 2.03 or 2.04 2.11 that such payment be financed with an ABR a Revolving Borrowing by the Parent Borrower or a Swingline Loan to the Parent Borrower in an equivalent amount and, to the extent so financed, such Account Party’s the Borrowers’ obligation to make such payment shall be discharged and replaced by the resulting ABR Revolving Borrowing or Swingline Borrowing, which shall be a Base Rate Loan; or (ii) such Issuing Bank may, if arrangements to do so have been agreed upon . In the case of any Letter of Credit denominated in writing by the Parent Borrower, a Borrowing Subsidiary or an Account Party and such Issuing Bank, obtain reimbursement of such LC Disbursement by debiting directly from an account of the Parent Borrower, such Borrowing Subsidiary or such Account Party maintained with such Issuing Bank (or one of its Affiliates) an amount equal to such LC Disbursement; provided that the foregoing shall not be construed to prevent the applicable Account Party from reimbursing LC Disbursements of an Issuing Bank in accordance with alternate procedures agreed upon with such Issuing Bank, so long as such reimbursements are made no later than required under clause (i) above. If such Account Party fails to make such payment when due or the applicable Issuing Bank is unable to debit the designated account of the Parent BorrowerAlternative Currency, the relevant Borrowing Subsidiary or the relevant Account Party for the full amount of Borrowers shall reimburse the LC Disbursement, Issuer in Dollars. In each case as provided in the preceding sentencesuch case, the applicable Issuing Bank LC Issuer shall notify the LC Agent (and upon receipt of such notice the LC Agent shall notify each Lender and the Administrative Agent) of the applicable LC Disbursement, the payment then due from such Account Party in respect thereof and (in the case of such notice from the LC Agent to each Lender) such Lender’s Applicable Percentage thereof. Promptly following receipt of such notice, each Lender shall pay to the Administrative Agent its Applicable Percentage of the payment then due from such Account Party (the “Participation Amount”), in the same manner as provided in Section 2.06 with respect to Loans made by such Lender (and Section 2.06 shall apply, mutatis mutandis, to the payment obligations of the Lenders), Borrower Representative and the Administrative Agent shall of the Dollar Equivalent amount of the drawing promptly pay following the determination thereof. Any failure of the LC Issuer to furnish notice to the applicable Issuing Bank Borrower Representative as described in the amounts so received by it from the Lenders. Promptly following receipt by the Administrative Agent first sentence of any payment from such Account Party pursuant to this paragraph, the Administrative Agent shall distribute such payment to the applicable Issuing Bank or, to the extent that Lenders have made payments pursuant to this paragraph to reimburse such Issuing Bank, then to such Lenders and such Issuing Bank as their interests may appear. Any payment made by a Lender pursuant to this paragraph to reimburse an Issuing Bank for any LC Disbursement (other than the funding of ABR Revolving Loans or a Swingline Loan as contemplated aboveSection 2.09(f) shall not constitute a Loan and shall not relieve such Account Party the Borrowers of its their obligation to reimburse the LC Issuer with respect to any such LC Disbursement. The liability of the Borrowers with respect to LC Disbursements and LC Borrowings shall be joint and several.

Reimbursement. If an the Issuing Bank shall make any LC Disbursement in respect of a Letter of Credit, (i) the applicable Account Party Borrower shall reimburse such LC Disbursement by paying to such the Issuing Bank an amount equal to such LC Disbursement (i) not later than 12:00 noon, 2:00 p.m. (New York City time, ) on the date that such LC Disbursement is made, if such Account Party Borrower shall have received notice of such LC Disbursement prior to 10:00 a.m., a.m. (New York City time, ) on such date, or, or (ii) if such notice has not been received by such Account Party Borrower prior to such time 10:00 a.m. (New York City time) on such LC Disbursement date, then not later than 12:00 noon, 2:00 p.m. (New York City time, ) on (Ax) the Business Day that on which such Account Party Borrower receives such notice, if such notice is received prior to 10:00 a.m., a.m. (New York City time, ) on the such day of receipt, or (By) the Business Day immediately following the day that on which such Account Party Borrower receives such notice, if such notice is not received prior to 10:00 a.m. (New York City time) on such time on the day of receipt; provided that, if that such LC Disbursement is not less than $10,000,000, the Parent Borrower may, subject to the conditions to borrowing set forth herein, request in accordance with Section 2.03 or 2.04 2.02 that such payment be financed with an ABR a Revolving Borrowing by the Parent Borrower or a Swingline Loan to the Parent Borrower Credit Advance in an equivalent amount and, to the extent so financed, such Account PartyBorrower’s obligation to make such payment shall be discharged and replaced by the resulting ABR Revolving Borrowing or Swingline Loan; or (ii) such Issuing Bank may, if arrangements to do so have been agreed upon in writing by the Parent Borrower, a Borrowing Subsidiary or an Account Party and such Issuing Bank, obtain reimbursement of such LC Disbursement by debiting directly from an account of the Parent Borrower, such Borrowing Subsidiary or such Account Party maintained with such Issuing Bank (or one of its Affiliates) an amount equal to such LC Disbursement; provided that the foregoing shall not be construed to prevent the applicable Account Party from reimbursing LC Disbursements of an Issuing Bank in accordance with alternate procedures agreed upon with such Issuing Bank, so long as such reimbursements are made no later than required under clause (i) aboveCredit Advance. If such Account Party Borrower fails to make such payment when due or the applicable Issuing Bank is unable to debit the designated account of the Parent Borrowerdue, the relevant Borrowing Subsidiary or the relevant Account Party for the full amount of the LC Disbursement, in each case as provided in the preceding sentence, the applicable Issuing Bank shall notify the LC Administrative Agent (and upon receipt of such notice the LC Administrative Agent shall notify each Revolving Lender and the Administrative Agent) of the applicable LC Disbursement, the payment then due from such Account Party Borrower in respect thereof and (in the case of such notice from the LC Agent to each Lender) such Revolving Lender’s Applicable Revolving Commitment Percentage thereof. Promptly following receipt of such notice, each Revolving Lender shall pay to the Administrative Agent its Applicable Revolving Commitment Percentage of the payment then due from such Account Party (the “Participation Amount”)Borrower, in the same manner as provided in Section 2.06 2.02 with respect to Loans Revolving Credit Advances made by such Revolving Lender (and Section 2.06 2.02 shall apply, mutatis mutandis, to the payment obligations of the Revolving Lenders), and the Administrative Agent shall promptly pay to the applicable Issuing Bank the amounts so received by it from the Revolving Lenders; provided that such Borrower shall remain obligated to pay interest on such LC Disbursement until the Issuing Bank is reimbursed for such LC Disbursement in accordance with clause (h) of this Section 2.03. Promptly following receipt by the Administrative Agent of any payment from such Account Party Borrower pursuant to this paragraphsubsection, the Administrative Agent shall distribute such payment to the applicable Issuing Bank or, to the extent that Revolving Lenders have made payments pursuant to this paragraph subsection to reimburse such the Issuing Bank, then to such Revolving Lenders and such the Issuing Bank as their interests may appear. Any payment made by a Revolving Lender pursuant to this paragraph subsection to reimburse an the Issuing Bank for any LC Disbursement (other than including the funding of ABR Revolving Loans or a Swingline Loan Credit Advances as contemplated above) shall not constitute a Loan Revolving Credit Advance and the applicable Borrower shall be deemed to have reimbursed the Issuing Bank as of date of such payment and the Revolving Lenders shall be deemed to have extended, and such Borrower shall be deemed to have accepted, a Revolving Credit Advance in the aggregate principal amount of such payment without any further action on the part of any party, provided that if any such payment is not relieve deemed to be the funding of a Revolving Credit Advance for any reason, such Account Party payment shall constitute the funding of its obligation to reimburse such Revolving Lender’s participation in the applicable LC Disbursement.

Reimbursement. If an Issuing Bank shall make any LC Disbursement in respect of a Letter of Credit, (i) the Company or the applicable Account Party Borrower shall reimburse such LC Disbursement by paying to such Issuing Bank the Administrative Agent an amount equal to such LC Disbursement not later than 12:00 noon2:00 p.m., New York City time, on the date that such LC Disbursement is made, if such Account Party the Company shall have received notice of such LC Disbursement prior to 10:00 11:00 a.m., New York City time, on such date, or, if such notice has not been received by such Account Party the Company prior to such time on such date, then not later than 12:00 noon2:00 p.m., New York City time, on (Ai) the Business Day that such Account Party the Company receives such notice, if such notice is received prior to 10:00 11:00 a.m., New York City time, on the day of receipt, or (Bii) the Business Day immediately following the day that such Account Party the Company receives such notice, if such notice is not received prior to such time on the day of receipt; provided that, that ,if such LC Disbursement is not less than $10,000,0001,000,000, the Parent Company or the applicable Borrower may, subject to the conditions to borrowing set forth herein, request in accordance with Section 2.03 or 2.04 that such payment be financed with an ABR Revolving Borrowing by the Parent Borrower or a Swingline Loan to the Parent Borrower in an equivalent amount and, to the extent so financed, such Account Party’s the obligation to make such payment shall be discharged and replaced by the resulting ABR Revolving Borrowing or Swingline Loan; . If the Company or (ii) such Issuing Bank may, if arrangements to do so have been agreed upon in writing by the Parent Borrower, a Borrowing Subsidiary or an Account Party and such Issuing Bank, obtain reimbursement of such LC Disbursement by debiting directly from an account of the Parent Borrower, such Borrowing Subsidiary or such Account Party maintained with such Issuing Bank (or one of its Affiliates) an amount equal to such LC Disbursement; provided that the foregoing shall not be construed to prevent the applicable Account Party from reimbursing LC Disbursements of an Issuing Bank in accordance with alternate procedures agreed upon with such Issuing Bank, so long as such reimbursements are made no later than required under clause (i) above. If such Account Party Borrower fails to make such payment when due or the applicable Issuing Bank is unable to debit the designated account of the Parent Borrowerdue, the relevant Borrowing Subsidiary or the relevant Account Party for the full amount of the LC Disbursement, in each case as provided in the preceding sentence, the applicable Issuing Bank shall notify the LC Agent (and upon receipt of such notice the LC Administrative Agent shall notify each Revolving Lender and the Administrative Agent) of the applicable LC Disbursement, the payment then due from such Account Party the applicable Borrower in respect thereof and (in the case of such notice from the LC Agent to each Lender) such Lender’s 's Applicable Percentage thereof. Promptly following receipt of such notice, each Revolving Lender shall pay to the Administrative Agent its Applicable Percentage of the payment then due from such Account Party (the “Participation Amount”)Company or the applicable Borrower, in the same manner as provided in Section 2.06 with respect to Loans made by such Lender (and Section 2.06 shall apply, mutatis mutandis, to the payment obligations of the Revolving Lenders), and the Administrative Agent shall promptly pay to the applicable Issuing Bank the amounts so received by it from the Revolving Lenders. Promptly following receipt by the Administrative Agent of any payment from such Account Party the Company or the applicable Borrower pursuant to this paragraph, the Administrative Agent shall distribute such payment to the applicable Issuing Bank or, to the extent that Revolving Lenders have made payments pursuant to this paragraph to reimburse such an Issuing Bank, then to such Lenders and such Issuing Bank as their interests may appear. Any payment made by a Revolving Lender pursuant to this paragraph to reimburse an Issuing Bank for any LC Disbursement (other than the funding of ABR Revolving Loans or a Swingline Loan as contemplated above) shall not constitute a Loan and shall not relieve such Account Party the applicable Borrower of its obligation to reimburse such LC Disbursement.

Reimbursement. If an any Issuing Bank shall make any LC Disbursement in respect of a Letter of Credit, (i) the applicable Account Party Borrower shall reimburse such LC Disbursement by paying to such Issuing Bank the Administrative Agent an amount equal to such LC Disbursement not later than 12:00 noon5:00 p.m., New York City time, on the date that such LC Disbursement is made, if such Account Party the Borrower shall have received notice of such LC Disbursement prior to 10:00 a.m., New York City time, on such date, or, if such notice has not been received by such Account Party the Borrower prior to such time on such date, then not later than 12:00 noon5:00 p.m., New York City time, on (Ai) the Business Day that such Account Party the Borrower receives such notice, if such notice is received prior to 10:00 a.m., New York City time, on the day of receipt, or (Bii) the Business Day immediately following the day that such Account Party the Borrower receives such notice, if such notice is not received prior to such time on the day of receipt; provided that, if such LC Disbursement is not less than $10,000,000, that the Parent Borrower may, at its election and subject to the conditions to borrowing set forth herein, request in accordance with Section 2.03 or 2.04 Section 2.04, as applicable, that such payment be financed with an ABR Revolving Borrowing by the Parent Borrower (if such LC Disbursement is not less than $1,000,000) or a Swingline Loan to the Parent Borrower in an equivalent amount and, to the extent so financed, such Account Partythe Borrower’s obligation to make such payment shall be discharged and replaced by the resulting ABR Revolving Borrowing or Swingline Loan; or (ii) such Issuing Bank may, if arrangements to do so have been agreed upon in writing by the Parent Borrower, a Borrowing Subsidiary or an Account Party and such Issuing Bank, obtain reimbursement of such LC Disbursement by debiting directly from an account of the Parent Borrower, such Borrowing Subsidiary or such Account Party maintained with such Issuing Bank (or one of its Affiliates) an amount equal to such LC Disbursement; provided that the foregoing shall not be construed to prevent the applicable Account Party from reimbursing LC Disbursements of an Issuing Bank in accordance with alternate procedures agreed upon with such Issuing Bank, so long as such reimbursements are made no later than required under clause (i) above. If such Account Party the Borrower fails to make such payment when due or the applicable Issuing Bank is unable to debit the designated account of the Parent Borrowerdue, the relevant Borrowing Subsidiary or the relevant Account Party for the full amount of the LC Disbursement, in each case as provided in the preceding sentence, the applicable Issuing Bank shall notify the LC Agent (and upon receipt of such notice the LC Administrative Agent shall notify each Revolving Credit Lender and the Administrative Agent) of the applicable LC Disbursement, the payment then due from such Account Party the Borrower in respect thereof and (in the case of such notice from the LC Agent to each Lender) such Revolving Credit Lender’s Applicable Percentage thereof. Promptly following receipt of such notice, each Revolving Credit Lender shall pay to the Administrative Agent its Applicable Percentage of the payment then due from such Account Party (the “Participation Amount”)Borrower, in the same manner as provided in Section 2.06 with respect to Loans made by such Revolving Credit Lender (and Section 2.06 shall apply, mutatis mutandis, to the payment obligations of the Revolving Credit Lenders), and the Administrative Agent shall promptly pay remit to the applicable Issuing Bank the amounts so received by it from the Revolving Credit Lenders. Promptly following receipt by the Administrative Agent of any payment from such Account Party the Borrower pursuant to this paragraph, the Administrative Agent shall distribute such payment to the applicable Issuing Bank or, to the extent that Revolving Credit Lenders have made payments pursuant to this paragraph to reimburse such Issuing Bank, then to such Revolving Credit Lenders and such Issuing Bank as their interests may appear. Any payment made by a Revolving Credit Lender pursuant to this paragraph to reimburse an any Issuing Bank for any LC Disbursement (other than the funding of ABR Revolving Credit Loans or a Swingline Loan as contemplated above) shall not constitute a Loan and shall not relieve such Account Party the Borrower of its obligation to reimburse such LC Disbursement.

Reimbursement. If an the Issuing Bank shall make any LC Disbursement in respect of a Letter of Credit, (i) the applicable Account Party Borrower shall reimburse such LC Disbursement by paying to such the Issuing Bank an amount equal to such LC Disbursement not later than 12:00 noon2:00 p.m., New York City time, on the date that such LC Disbursement is made, if such Account Party Borrower shall have received notice of such LC Disbursement prior to 10:00 11:00 a.m., New York City time, on such date, or, if such notice has not been received by such Account Party Borrower prior to such time time, on such date, then not later than 12:00 noon2:00 p.m., New York City time, time on (Ai) the Business Day that such Account Party Borrower receives such notice, if such notice is received prior to 10:00 11:00 a.m., New York City time, on the day of receipt, or (Bii) the Business Day immediately following the day that such Account Party Borrower receives such notice, if such notice is not received prior to such time on the day of receipt; provided that, if such LC Disbursement is not less than $10,000,000, the Parent that Borrower may, subject to the conditions to borrowing set forth herein, request in accordance with Section 2.03 or 2.04 that such payment be financed with an ABR Revolving Borrowing by the Parent Borrower or a Swingline Loan to the Parent Borrower in an equivalent amount and, to the extent so financed, such Account PartyBorrower’s obligation to make such payment shall be discharged and replaced by the resulting ABR Revolving Borrowing or Swingline Loan; or (ii) such Issuing Bank may, if arrangements to do so have been agreed upon in writing by the Parent Borrower, a Borrowing Subsidiary or an Account Party and such Issuing Bank, obtain reimbursement of such LC Disbursement by debiting directly from an account of the Parent Borrower, such Borrowing Subsidiary or such Account Party maintained with such Issuing Bank (or one of its Affiliates) an amount equal to such LC Disbursement; provided that the foregoing shall not be construed to prevent the applicable Account Party from reimbursing LC Disbursements of an Issuing Bank in accordance with alternate procedures agreed upon with such Issuing Bank, so long as such reimbursements are made no later than required under clause (i) aboveBorrowing. If such Account Party Borrower fails to make such payment when due or the applicable Issuing Bank is unable to debit the designated account of the Parent Borrowerdue, the relevant Borrowing Subsidiary or the relevant Account Party for the full amount of the LC Disbursement, in each case as provided in the preceding sentence, the applicable Issuing Bank shall notify the LC Administrative Agent (and upon receipt of such notice the LC Administrative Agent shall notify each Revolving Lender and the Administrative Agent) of the applicable LC Disbursement, the payment then due from such Account Party Borrower in respect thereof and (in the case of such notice from the LC Agent to each Lender) such Revolving Lender’s Applicable Pro Rata Percentage thereof. Promptly following receipt of such notice, each Each Revolving Lender shall pay by wire transfer of immediately available funds to the Administrative Agent its Applicable on such date (or, if such Revolving Lender shall have received such notice later than 12:00 noon on any day, not later than 11:00 a.m. on the immediately following Business Day), an amount equal to such Revolving Lender’s Pro Rata Percentage of the payment then due from such Account Party (the “Participation Amount”), unreimbursed LC Disbursement in the same manner as provided in Section 2.06 2.02(c) with respect to Revolving Loans made by such Lender (and Section 2.06 shall apply, mutatis mutandis, to the payment obligations of the Lenders)Revolving Lender, and the Administrative Agent shall will promptly pay to the applicable Issuing Bank the amounts so received by it from the Revolving Lenders. Promptly following receipt The Administrative Agent will promptly pay to the Issuing Bank any amounts received by it from Borrower pursuant to the above paragraph prior to the time that any Revolving Lender makes any payment pursuant to the preceding sentence; any such amounts received by the Administrative Agent of any payment from such Account Party pursuant to this paragraph, thereafter will be promptly remitted by the Administrative Agent shall distribute such payment to the applicable Revolving Lenders that shall have made such payments and to the Issuing Bank orBank, as appropriate. If any Revolving Lender shall not have made its Pro Rata Percentage of such LC Disbursement available to the Administrative Agent as provided above, each of such Revolving Lender and Borrower severally agrees to pay interest on such amount, for each day from and including the date such amount is required to be paid in accordance with the foregoing to but excluding the date such amount is paid, to the extent that Lenders have made payments pursuant to this paragraph to reimburse such Issuing Bank, then to such Lenders and such Administrative Agent for the account of the Issuing Bank as their interests may appear. Any payment made at (i) in the case of Borrower, the rate per annum set forth in Section 2.18(h) and (ii) in the case of such Lender, at a rate determined by a Lender pursuant to this paragraph to reimburse an Issuing Bank for any LC Disbursement (other than the funding of ABR Revolving Loans Administrative Agent in accordance with banking industry rules or a Swingline Loan as contemplated above) shall not constitute a Loan and shall not relieve such Account Party of its obligation to reimburse such LC Disbursementpractices on interbank compensation.

Reimbursement. If an Issuing Bank shall make any LC Disbursement in respect of a Letter of Credit, (i) the applicable Account Party Borrowers shall reimburse such LC Disbursement by paying to such Issuing Bank the Administrative Agent an amount equal to such LC Disbursement not later than 12:00 noon10:00 a.m., New York City time, on the date that such LC Disbursement is made, if such Account Party the Borrower Representative shall have received notice of such LC Disbursement prior to 10:00 9:00 a.m., New York City time, on such date, or, if such notice has not been received by such Account Party the Borrower Representative prior to such time on such date, then not later than 12:00 noon10:00 a.m., New York City time, on (Ai) the Business Day that such Account Party the Borrower Representative receives such notice, if such notice is received prior to 10:00 9:00 a.m., New York City time, on the day of receipt, or (Bii) the Business Day immediately following the day that such Account Party the Borrower Representative receives such notice, if such notice is not received prior to such time on the day of receipt; provided that, if such LC Disbursement is not less than $10,000,000with respect to Letters of Credit issued for the account of a 57 Borrower, the Parent Borrower Representative may, subject to the conditions to borrowing set forth herein, request in accordance with Section 2.03 2.03(b) or 2.04 Section 2.05 that such payment be financed with an ABR Revolving Borrowing by the Parent Borrower or a Swingline Loan to the Parent Borrower in an equivalent amount and, to the extent so financed, such Account Party’s the Borrowers’ obligation to make such payment shall be discharged and replaced by the resulting ABR Revolving Borrowing or Swingline Loan; or (ii) such Issuing Bank may, if arrangements to do so have been agreed upon in writing by the Parent Borrower, a Borrowing Subsidiary or an Account Party and such Issuing Bank, obtain reimbursement of such LC Disbursement by debiting directly from an account of the Parent Borrower, such Borrowing Subsidiary or such Account Party maintained with such Issuing Bank (or one of its Affiliates) an amount equal to such LC Disbursement; provided that the foregoing shall not be construed to prevent the applicable Account Party from reimbursing LC Disbursements of an Issuing Bank in accordance with alternate procedures agreed upon with such Issuing Bank, so long as such reimbursements are made no later than required under clause (i) above. If such Account Party fails the Borrowers fail to make such payment when due or the applicable Issuing Bank is unable to debit the designated account of the Parent Borrowerdue, the relevant Borrowing Subsidiary or the relevant Account Party for the full amount of the LC Disbursement, in each case as provided in the preceding sentence, the applicable Issuing Bank shall notify the LC Agent (and upon receipt of such notice the LC Administrative Agent shall notify each relevant Lender and the Administrative Agent) of the applicable LC Disbursement, the payment then due from such Account Party the Borrowers in respect thereof and (in the case of such notice from the LC Agent to each Lender) such Lender’s Applicable Percentage thereof. Promptly following receipt of such notice, each Lender shall pay to the Administrative Agent its Applicable Percentage of the payment then due from such Account Party (the “Participation Amount”)Borrowers, in the same manner as provided in Section 2.06 2.07 with respect to Loans made by such Lender (and Section 2.06 2.07 shall apply, mutatis mutandis, to the payment obligations of the Lenders), and the Administrative Agent shall promptly pay to the applicable Issuing Bank the amounts so received by it from the Lenders. Promptly following receipt by the Administrative Agent of any payment from such Account Party the Borrowers pursuant to this paragraph, the Administrative Agent shall distribute such payment to the applicable Issuing Bank or, to the extent that Lenders have made payments pursuant to this paragraph to reimburse such the Issuing Bank, then to such Lenders and such the Issuing Bank as their interests may appear. Any payment made by a Lender pursuant to this paragraph to reimburse an Issuing Bank for any LC Disbursement (other than the funding of ABR Revolving Loans or a Swingline Loan as contemplated in the proviso above) shall not constitute a Loan and shall not relieve such Account Party the Borrowers of its their obligation to reimburse such LC Disbursement.

Reimbursement. If an the Issuing Bank shall make any LC Disbursement in respect of a Letter of CreditCredit (other than an Existing LC Disbursement for which the Borrower shall have paid the Agent in advance as required by Section 3.01 (a) and (b) of the Existing Reimbursement Agreement), (i) the applicable Account Party Borrower shall reimburse such LC Disbursement by paying to such Issuing Bank the Agent an amount equal to such LC Disbursement not later than 12:00 noon, New York City time, on the date that such LC Disbursement is made, if such Account Party the Borrower shall have received notice of such LC Disbursement prior to 10:00 a.m., New York City time, on such date, or, if such notice has not been received by such Account Party the Borrower prior to such time on such date, then not later than 12:00 noon, New York City time, on (Ai) the Business Day that such Account Party the Borrower receives such notice, if such notice is received prior to 10:00 a.m., New York City time, on the day of receipt, or (Bii) the Business Day immediately following the day that such Account Party the Borrower receives such notice, if such notice is not received prior to such time on the day of receipt; provided that, if such LC Disbursement is not less than $10,000,000a New LC Disbursement, the Parent Borrower may, subject to the conditions to borrowing set forth herein, request in accordance with Section 2.03 or 2.04 that such payment be financed with an ABR Revolving Borrowing by the Parent Borrower or a Swingline Loan to the Parent Borrower in an equivalent amount and, to the extent so financed, such Account Party’s the Borrower's obligation to make such payment shall be discharged and replaced by the resulting ABR Revolving Borrowing or Swingline Loan; or (ii) such Issuing Bank may, if arrangements to do so have been agreed upon in writing by the Parent Borrower, a Borrowing Subsidiary or an Account Party and such Issuing Bank, obtain reimbursement of such LC Disbursement by debiting directly from an account of the Parent Borrower, such Borrowing Subsidiary or such Account Party maintained with such Issuing Bank (or one of its Affiliates) an amount equal to such LC Disbursement; provided that the foregoing shall not be construed to prevent the applicable Account Party from reimbursing LC Disbursements of an Issuing Bank in accordance with alternate procedures agreed upon with such Issuing Bank, so long as such reimbursements are made no later than required under clause (i) aboveBorrowing. If such Account Party the Borrower fails to make such payment when due or the applicable Issuing Bank is unable to debit the designated account of the Parent Borrowerdue, the relevant Borrowing Subsidiary or the relevant Account Party for the full amount of the LC Disbursement, in each case as provided in the preceding sentence, the applicable Issuing Bank shall notify the LC Agent (and upon receipt of such notice the LC Agent shall notify each Lender and the Administrative Agent) of the applicable LC Disbursement, the payment then due from such Account Party the Borrower in respect thereof and (in the case of such notice from the LC Agent to each Lender) such Lender’s 's Applicable Percentage thereof. Promptly following receipt of such notice, each Lender shall pay to the Administrative Agent its Applicable Percentage of the payment then due from such Account Party (the “Participation Amount”)Borrower, in the same manner as provided in Section 2.06 2.07 with respect to Loans made by such Lender (and Section 2.06 2.07 shall apply, mutatis mutandis, to the payment obligations of the Lenders), and the Administrative Agent shall promptly pay to the applicable Issuing Bank the amounts so received by it from the Lenders. Promptly following receipt by the Administrative Agent of any payment from such Account Party the Borrower pursuant to this paragraph, the Administrative Agent shall distribute such payment to the applicable Issuing Bank or, to the extent that Lenders have made payments pursuant to this paragraph to reimburse such the Issuing Bank, then to such Lenders and such the Issuing Bank as their interests may appear. Any payment made by a Lender pursuant to this paragraph to reimburse an the Issuing Bank for any LC Disbursement (other than the funding of ABR Revolving Loans or a Swingline Loan as contemplated above) shall not constitute a Loan and shall not relieve such Account Party the Borrower of its obligation to reimburse such LC Disbursement.

Reimbursement. If an the Issuing Bank Lender shall make any LC Disbursement in respect of a Letter of Credit, (i) the applicable Account Party Borrower shall reimburse such LC Disbursement by paying to such Issuing Bank the General Administrative Agent an amount equal to such LC Disbursement not later than 12:00 noon2:00 p.m., New York City time, on the date that such LC Disbursement is made, if such Account Party Borrower shall have received notice of such LC Disbursement prior to 10:00 a.m., New York City time, on such date, or, if such notice has not been received by such Account Party Borrower prior to such time on such date, then not later than 12:00 noon2:00 p.m., New York City time, on (Ai) the Business Day that such Account Party Borrower receives such notice, if such notice is received prior to 10:00 a.m., New York City time, on the day of receipt, receipt or (Bii) the Business Day immediately following the day that such Account Party Borrower receives such notice, if such notice is not received prior to such time on the day of receipt; provided that, if that such LC Disbursement is not less than $10,000,000, U.S. Borrower or the Parent Borrower Company (on behalf of the applicable Borrowing Subsidiary) may, subject to the conditions to borrowing set forth herein, request in accordance with Section 2.03 or 2.04 that such payment be financed with an ABR a U.S. Revolving Borrowing by the Parent Borrower Loan or a Swingline Loan to the Parent Borrower in an equivalent amount and, to the extent so financed, such Account PartyBorrower’s obligation to make such payment shall be discharged and replaced by the resulting ABR U.S. Revolving Borrowing Loan or Swingline Loan; or (ii) such Issuing Bank may, if arrangements to do so have been agreed upon in writing by the Parent Borrower, a Borrowing Subsidiary or an Account Party and such Issuing Bank, obtain reimbursement of such LC Disbursement by debiting directly from an account of the Parent Borrower, such Borrowing Subsidiary or such Account Party maintained with such Issuing Bank (or one of its Affiliates) an amount equal to such LC Disbursement; provided that the foregoing shall not be construed to prevent the applicable Account Party from reimbursing LC Disbursements of an Issuing Bank in accordance with alternate procedures agreed upon with such Issuing Bank, so long as such reimbursements are made no later than required under clause (i) above. If such Account Party Borrower fails to make such payment when due or the applicable Issuing Bank is unable to debit the designated account of the Parent Borrowerdue, the relevant Borrowing Subsidiary or the relevant Account Party for the full amount of the LC Disbursement, in each case as provided in the preceding sentence, the applicable Issuing Bank shall notify the LC Agent (and upon receipt of such notice the LC General Administrative Agent shall notify each U.S. Revolving Lender and the Administrative Agent) of the applicable LC Disbursement, the payment then due from such Account Party Borrower in respect thereof and (in the case of such notice from the LC Agent to each Lender) such U.S. Revolving Lender’s Applicable U.S. Revolving Commitment Percentage thereof. Promptly following receipt of such notice, each U.S. Revolving Lender shall pay to the General Administrative Agent its Applicable U.S. Revolving Commitment Percentage of the payment then due from such Account Party (the “Participation Amount”)Borrower, in the same manner as provided in Section 2.06 6.01 with respect to U.S. Revolving Loans made by such U.S. Revolving Lender (and Section 2.06 6.01 shall apply, mutatis mutandis, to the payment obligations of the U.S. Revolving Lenders), and the General Administrative Agent shall promptly pay to the applicable Issuing Bank Lender the amounts so received by it from the U.S. Revolving Lenders. Promptly following receipt by the General Administrative Agent of any payment from such Account Party Borrower pursuant to this paragraph, the General Administrative Agent shall distribute such payment to the applicable Issuing Bank Lender or, to the extent that U.S. Revolving Lenders have made payments pursuant to this paragraph to reimburse such the Issuing BankLender, then to such U.S. Revolving Lenders and such the Issuing Bank Lender as their interests may appear. Any payment made by a U.S. Revolving Lender pursuant to this paragraph to reimburse an the Issuing Bank Lender for any LC Disbursement (other than the funding of ABR U.S. Revolving Loans or a Swingline Loan as contemplated above) shall not constitute a Loan and shall not relieve such Account Party Borrower of its obligation to reimburse such LC Disbursement.

Reimbursement. If an the Issuing Bank shall make any LC Disbursement in respect of a Letter of Credit, (i) the applicable Account Party Borrower shall reimburse such LC Disbursement by paying to such the Issuing Bank an amount equal to such LC Disbursement not later than 12:00 noon2:00 p.m., New York City time, on the date that such LC Disbursement is made, if such Account Party Borrower shall have received notice of such LC Disbursement prior to 10:00 11:00 a.m., New York City time, on such date, or, if such notice has not been received by such Account Party Borrower prior to such time time, on such date, then not later than 12:00 noon2:00 p.m., New York City time, time on (Ai) the Business Day that such Account Party Borrower receives such notice, if such notice is received prior to 10:00 11:00 a.m., New York City time, on the day of receipt, or (Bii) the Business Day immediately following the day that such Account Party Borrower receives such notice, if such notice is not received prior to such time on the day of receipt; provided that, if such LC Disbursement is not less than $10,000,000, the Parent that Borrower may, subject to the conditions to borrowing set forth herein, request in accordance with Section 2.03 or 2.04 2.17 that such payment be financed with an ABR Revolving Borrowing by the Parent Borrower or a Swingline Loan to the Parent Borrower in an equivalent amount and, to the extent so financed, such Account PartyBorrower’s obligation to make such payment shall be discharged and replaced by the resulting ABR Revolving Borrowing or Swingline Loan; or (ii) such Issuing Bank may, if arrangements to do so have been agreed upon in writing by the Parent Borrower, a Borrowing Subsidiary or an Account Party and such Issuing Bank, obtain reimbursement of such LC Disbursement by debiting directly from an account of the Parent Borrower, such Borrowing Subsidiary or such Account Party maintained with such Issuing Bank (or one of its Affiliates) an amount equal to such LC Disbursement; provided that the foregoing shall not be construed to prevent the applicable Account Party from reimbursing LC Disbursements of an Issuing Bank in accordance with alternate procedures agreed upon with such Issuing Bank, so long as such reimbursements are made no later than required under clause (i) above. If such Account Party Borrower fails to make such payment when due or the applicable Issuing Bank is unable to debit the designated account of the Parent Borrowerdue, the relevant Borrowing Subsidiary or the relevant Account Party for the full amount of the LC Disbursement, in each case as provided in the preceding sentence, the applicable Issuing Bank shall notify the LC Administrative Agent (and upon receipt of such notice the LC Administrative Agent shall notify each Revolving Lender and the Administrative Agent) of the applicable LC Disbursement, the payment then due from such Account Party Borrower in respect thereof and (in the case of such notice from the LC Agent to each Lender) such Lender’s Applicable Pro Rata Percentage thereof. Promptly following receipt of such notice, each Revolving Lender shall pay to the Administrative Agent its Applicable Pro Rata Percentage of the payment then due from such Account Party (the “Participation Amount”), unreimbursed LC Disbursement in the same manner as provided in Section 2.06 2.02(f) with respect to Loans made by such Lender (and Section 2.06 shall apply, mutatis mutandis, to the payment obligations of the Lenders)Lender, and the Administrative Agent shall promptly pay to the applicable Issuing Bank the amounts so received by it from the Revolving Lenders. Promptly following receipt by the Administrative Agent of any payment from such Account Party Borrower pursuant to this paragraph, the Administrative Agent shall distribute such payment to the applicable Issuing Bank orshall, to the extent that Revolving Lenders have made payments pursuant to this paragraph to reimburse such the Issuing Bank, then distribute such payment to such Lenders and such the Issuing Bank as their interests may appear. Any payment made by a Revolving Lender pursuant to this paragraph to reimburse an the Issuing Bank for any LC Disbursement (other than the funding of ABR Revolving Loans or a Swingline Loan as contemplated above) shall not constitute a Loan and shall not relieve such Account Party Borrower of its obligation to reimburse such LC Disbursement.