Common use of Agreement to Repay Letter of Credit Drawings Clause in Contracts

Agreement to Repay Letter of Credit Drawings. (a) The Borrower agrees to reimburse each Issuing Lender, by making payment to the Administrative Agent in immediately available funds at the Payment Office, for any payment or disbursement made by such Issuing Lender under any Letter of Credit issued by it (each such amount, so paid until reimbursed by the Borrower, an “Unpaid Drawing”), not later than one Business Day following receipt by the Borrower of notice of such payment or disbursement (provided that no such notice shall be required to be given if a Default or an Event of Default under Section 11.05 shall have occurred and be continuing, in which case the Unpaid Drawing shall be due and payable immediately without presentment, demand, protest or notice of any kind (all of which are hereby waived by the Borrower)), with interest on the amount so paid or disbursed by such Issuing Lender, to the extent not reimbursed prior to 12:00 Noon (New York time) on the date of such payment or disbursement, from and including the date paid or disbursed to but excluding the date such Issuing Lender was reimbursed by the Borrower therefor at a rate per annum equal to the Base Rate as in effect from time to time plus the Applicable Margin as in effect from time to time for Revolving Loans that are maintained as Base Rate Loans; provided, however, to the extent such amounts are not reimbursed prior to 12:00 Noon (New York time) on the third Business Day following the receipt by the Borrower of notice of such payment or disbursement or following the occurrence of a Default or an Event of Default under Section 11.05, interest shall thereafter accrue on the amounts so paid or disbursed by such Issuing Lender (and until reimbursed by the Borrower) at a rate per annum equal to the Base Rate as in effect from time to time plus the Applicable Margin for Revolving Loans that are maintained as Base Rate Loans as in effect from time to time plus 2%, with such interest to be payable on demand. Each Issuing Lender shall give the Borrower prompt written notice of each Drawing under any Letter of Credit issued by it, provided that the failure to give any such notice shall in no way affect, impair or diminish the Borrower’s obligations hereunder. (b) The obligations of the Borrower under this Section 3.05 to reimburse each Issuing Lender with respect to drafts, demands and other presentations for payment under Letters of Credit issued by it (each, a “Drawing”) (including, in each case, interest thereon) shall be absolute and unconditional under any and all circumstances and irrespective of any setoff, counterclaim or defense to payment which the Borrower or any Subsidiary of the Borrower may have or have had against any Lender (including in its capacity as an Issuing Lender or as a Participant), including, without limitation, any defense based upon the failure of any drawing under a Letter of Credit to conform to the terms of the Letter of Credit or any nonapplication or misapplication by the beneficiary of the proceeds of such Drawing; provided, however, that the Borrower shall not be obligated to reimburse any Issuing Lender for any wrongful payment made by such Issuing Lender under a Letter of Credit issued by it as a result of acts or omissions constituting willful misconduct or gross negligence on the part of such Issuing Lender (as determined by a court of competent jurisdiction in a final and non-appealable decision).

Agreement to Repay Letter of Credit Drawings. (a) The Borrower agrees Borrowers hereby agree to reimburse each Issuing Lenderthe Letter of Credit Issuer, by making payment in Dollars to the Administrative Agent in immediately available funds at the Payment Office, for any payment or disbursement made by such Issuing Lender the Letter of Credit Issuer under any Letter of Credit issued by it (each such amount, amount so paid until reimbursed by the Borrowerreimbursed, an “Unpaid Drawing”), not ) no later than the date that is one Business Day following receipt by after the date on which the Parent Borrower of receives notice of such payment or disbursement (provided that no such notice shall be required to be given if a Default or an Event of Default under Section 11.05 shall have occurred and be continuing, in which case the Unpaid Drawing shall be due and payable immediately without presentment, demand, protest or notice of any kind (all of which are hereby waived by the Borrower)“Reimbursement Date”), with interest on the amount so paid or disbursed by such Issuing Lenderthe Letter of Credit Issuer, to the extent not reimbursed prior to 12:00 Noon 5:00 p.m. (New York City time) on the date of such payment or disbursementReimbursement Date, from and including the Reimbursement Date to the date paid or disbursed to but excluding the date such Issuing Lender was Letter of Credit Issuer is reimbursed by the Borrower therefor at a rate per annum equal to that shall at all times be the Base Rate Applicable ABR Margin plus the ABR as in effect from time to time plus time; provided that, notwithstanding anything contained in this Agreement to the Applicable Margin contrary, (i) unless the Parent Borrower shall have notified the Administrative Agent and the relevant Letter of Credit Issuer prior to 12:00 noon (New York City time) on the Reimbursement Date that the Parent Borrower on behalf of the Borrowers intends to reimburse the relevant Letter of Credit Issuer for the amount of such drawing with funds other than the proceeds of Loans, the Parent Borrower on behalf of the Borrowers shall be deemed to have given a Notice of Borrowing requesting that, with respect to Letters of Credit, the Lenders with Revolving Credit Commitments make Revolving Credit Loans (which shall be ABR Loans) on the Reimbursement Date in the amount of such drawing and (ii) the Administrative Agent shall promptly notify each relevant L/C Participant of such drawing and the amount of its Revolving Credit Loan to be made in respect thereof, and each L/C Participant shall be irrevocably obligated to make a Revolving Credit Loan to the Parent Borrower on behalf of the Borrowers in the manner deemed to have been requested in the amount of its Revolving Credit Commitment Percentage of the applicable Unpaid Drawing by 2:00 p.m. (New York City time) on such Reimbursement Date by making the amount of such Revolving Credit Loan available to the Administrative Agent. Such Revolving Credit Loans shall be made without regard to the Minimum Borrowing Amount. The Administrative Agent shall use the proceeds of such Revolving Credit Loans solely for purpose of reimbursing the Letter of Credit Issuer for the related Unpaid Drawing. In the event that the Parent Borrower fails to Cash Collateralize any Letter of Credit that is outstanding on the Final Maturity Date, the full amount of the Letters of Credit Outstanding in respect of such Letter of Credit shall be deemed to be an Unpaid Drawing subject to the provisions of this Section 3.4 except that the Letter of Credit Issuer shall hold the proceeds received from the L/C Participants as contemplated above as cash collateral for such Letter of Credit to reimburse any Drawing under such Letter of Credit and shall use such proceeds first, to reimburse itself for any Drawings made in effect from time to time for Revolving Loans that are maintained as Base Rate Loans; providedrespect of such Letter of Credit following the L/C Maturity Date, howeversecond, to the extent such amounts are not reimbursed prior to 12:00 Noon (New York time) on the third Business Day following the receipt by the Borrower of notice of such payment or disbursement or following the occurrence of a Default or an Event of Default under Section 11.05, interest shall thereafter accrue on the amounts so paid or disbursed by such Issuing Lender (and until reimbursed by the Borrower) at a rate per annum equal to the Base Rate as in effect from time to time plus the Applicable Margin for Revolving Loans that are maintained as Base Rate Loans as in effect from time to time plus 2%, with such interest to be payable on demand. Each Issuing Lender shall give the Borrower prompt written notice of each Drawing under any Letter of Credit issued by it, provided that the failure to give expires or is returned undrawn while any such notice cash collateral remains, to the repayment of obligations in respect of any Revolving Credit Loans that have not paid at such time and third, to the Parent Borrower or as otherwise directed by a court of competent jurisdiction. Nothing in this Section 3.4(a) shall in no way affect, impair or diminish affect the Parent Borrower’s obligations hereunderobligation to repay all outstanding Revolving Credit Loans when due in accordance with the terms of this Agreement. (b) The obligations of the Borrower Borrowers under this Section 3.05 3.4 to reimburse each Issuing Lender the Letter of Credit Issuer with respect to drafts, demands and other presentations for payment under Letters of Credit issued by it (each, a “Drawing”) Unpaid Drawings (including, in each case, interest thereon) shall be absolute and unconditional under any and all circumstances and irrespective of any setoffset-off, counterclaim or defense to payment which the that any Borrower or any Subsidiary of the Borrower other Person may have or have had against the Letter of Credit Issuer, the Administrative Agent or any Lender (including in its capacity as an Issuing Lender or as a L/C Participant), including, without limitation, including any defense based upon the failure of any drawing under a Letter of Credit (each a “Drawing”) to conform to the terms of the Letter of Credit or any nonapplication non-application or misapplication by the beneficiary of the proceeds of such Drawing; provided, however, provided that the Borrower Borrowers shall not be obligated to reimburse any Issuing Lender the Letter of Credit Issuer for any wrongful payment made by such Issuing Lender the Letter of Credit Issuer under a the Letter of Credit issued by it as a result of acts or omissions constituting willful misconduct or gross negligence on the part of such Issuing Lender (as determined by a court the Letter of competent jurisdiction in a final and non-appealable decision)Credit Issuer.

Agreement to Repay Letter of Credit Drawings. (a) The Borrower hereby agrees to reimburse each the respective Issuing Lender, by making payment in Dollars to the Administrative Agent at the Payment Office in immediately available funds at for the Payment Officeaccount of such Issuing Lender, for any payment or disbursement made by such Issuing Lender under any Letter of Credit issued by it (each such amount, amount so paid until reimbursed by the Borrowerreimbursed, an “"Unpaid Drawing”"), not later than one Business Day following receipt by immediately after, and in any event on the Borrower of notice date of such payment or disbursement (provided that no any such notice shall be required deemed to be have been given on a certain day only if a Default or an Event of Default under Section 11.05 shall have occurred and be continuing, in which case the Unpaid Drawing shall be due and payable immediately without presentment, demand, protest or notice of any kind given before 10:00 A.M. (all of which are hereby waived by the Borrower)New York time) on such day), with interest on the amount so paid or disbursed by such Issuing Lender, to the extent not reimbursed prior to 12:00 Noon (New York time) on the date of such payment or disbursement, from and including the date paid or disbursed to but excluding the date such Issuing Lender was reimbursed by the Borrower therefor at a rate per annum equal to which shall be the Base Rate as in effect from time to time plus the Applicable Margin as in effect from time to time for Revolving Loans that are maintained as Base Rate Loans; Margin, provided, however, to the extent such amounts are not reimbursed prior to 12:00 Noon (New York time) on the third Business Day following the receipt notice by the Issuing Lender to the Borrower of notice of such payment or disbursement or following the occurrence of a Default or an Event of Default under Section 11.05disbursement, interest shall thereafter accrue on the amounts so paid or disbursed by such Issuing Lender (and until reimbursed by the Borrower) at a rate per annum equal to which shall be the Base Rate as in effect from time to time plus the Applicable Margin for Revolving Loans that are maintained as Base Rate Loans as in effect from time to time plus 2%, in each such case, with such interest interest, in each case, to be payable by the Borrower on demand. Each The respective Issuing Lender shall give the Borrower prompt written notice of each Drawing under any Letter of Credit issued by itCredit, provided that the failure to give any such notice shall in no way affect, impair or diminish the Borrower’s 's obligations hereunder. (b) The obligations of the Borrower under this Section 3.05 2.05 to reimburse each the respective Issuing Lender with respect to drafts, demands and other presentations for payment under drawings on Letters of Credit issued by it (including interest thereon) (each, a “"Drawing”) (including, in each case, interest thereon") shall be absolute and unconditional under any and all circumstances and irrespective of any setoff, counterclaim or defense to payment which the Borrower or any Subsidiary of the Borrower may have or have had against any Lender (including in its capacity as an Issuing Lender or as a Participant), including, without limitation, any defense based upon the failure of any drawing under a Letter of Credit to conform to the terms issuer of the Letter of Credit or as Participant), or any nonapplication or misapplication by the beneficiary of the proceeds of such Drawing; provided, however, that the respective Issuing Lender's only obligation to the Borrower shall not being to confirm that any documents required to be obligated delivered under such Letter of Credit have been delivered and that they substantially comply on their face with the requirements of such Letter of Credit. Any action taken or omitted to reimburse be taken by any Issuing Lender for under or in connection with any wrongful payment made by such Issuing Lender under a Letter of Credit issued by it as a result if taken or omitted in the absence of acts or omissions constituting willful misconduct or gross negligence on the part of such Issuing Lender (or willful misconduct, as determined by a court of competent jurisdiction in a final and non-appealable decision)proceeding, shall not create for such Issuing Lender any resulting liability to the Borrower.

Agreement to Repay Letter of Credit Drawings. (a) The Borrower agrees to reimburse pay to USBNA on demand at USBNA’s address shown on the signature page hereof: (a) the amount of each Issuing Lender, by making draft or other request for payment to the Administrative Agent in immediately available funds at the Payment Office, for any payment or disbursement made by such Issuing Lender drawn under any Letter of Credit issued by it (each such amountwhether drawn before, so paid until reimbursed by the Borrower, an “Unpaid Drawing”on or after its stated expiry date), not later than one Business Day following receipt by and (b) interest on all amounts referred to in clause (a) above from the date of such draw until payment in full at a fluctuating rate per annum at all times equal to the sum of the Base Rate plus the Applicable Margin plus 2.00%; provided, that so long as the conditions precedent set forth in Section 2.1 and Article III are satisfied as of the date of any draw under the Letter of Credit, the Banks will make (and the Borrower does here so authorize each Bank to make) Revolving Loans in accordance with Section 2.2 to pay any draw under a Letter of notice Credit. USBNA shall promptly notify the Borrower and each Bank of each demand for payment under a Letter of Credit and of the date on which such payment is to be made and the amount of such payment or disbursement (provided that no such notice shall be required Bank’s Revolving Loan to be given made pursuant to Sections 2.1 and 2.11, if a Default or an Event any. In the event that the Borrower fails to reimburse USBNA for any drawing on any Letter of Default under Section 11.05 shall have occurred and be continuing, in which case the Unpaid Drawing shall be due and payable immediately without presentment, demand, protest or notice of any kind (all of which are hereby waived by the Borrower)), with interest on the amount so paid or disbursed by such Issuing Lender, to the extent not reimbursed prior to 12:00 Noon (New York time) Credit on the date of such drawing through Revolving Loans or otherwise, then, by not later than 1:00 P.M. (Minneapolis time), on such date, each Bank shall fund its Letter of Credit Participation in such Letter of Credit drawing by paying to USBNA, in Immediately Available Funds, such Bank’s Revolving Percentage of such demand for payment which the Borrower has not paid to USBNA. Each Bank’s obligation to make such amounts available to USBNA shall be irrevocable and shall not be subject to any qualification or disbursementexception whatsoever and shall be made in accordance with the terms and conditions of this Agreement under all circumstances except where the Borrower is not liable to USBNA for payment of a draw on a Letter of Credit under Section 2.12. If and to the extent any Bank shall not have made such amount available to USBNA on any such date, such Bank agrees, upon demand, to pay interest on such amount to USBNA for the account of USBNA for each day from and including the date paid or disbursed on which such payment was to be made to but excluding the date such Issuing Lender was reimbursed by the Borrower therefor payment is made at a rate per annum equal to the Base Federal Funds Rate as in effect from time to time plus the Applicable Margin as in effect from time effect, based upon a year of 360 days. Any Bank’s failure to time make available to USBNA its Revolving Percentage of any demand for payment under a Letter of Credit shall not relieve any other Bank of its obligation to make available to USBNA its Revolving Loans that are maintained as Base Rate Loans; provided, however, to the extent Percentage of such amounts are not reimbursed prior to 12:00 Noon (New York time) demand for payment on the third Business Day following the receipt by the Borrower of notice of date such payment or disbursement or following the occurrence of a Default or an Event of Default under Section 11.05, interest shall thereafter accrue on the amounts so paid or disbursed by such Issuing Lender (and until reimbursed by the Borrower) at a rate per annum equal to the Base Rate as in effect from time to time plus the Applicable Margin for Revolving Loans that are maintained as Base Rate Loans as in effect from time to time plus 2%, with such interest is to be payable on demandmade, but no Bank shall be responsible for the failure of any other Bank to make available to USBNA such other Bank’s Revolving Percentage of any such payment. Each Issuing Lender shall give the Borrower prompt written notice of each Drawing Whenever, at any time after USBNA has made a payment under any Letter of Credit issued by it, provided that the failure to give any and has received from another Bank such notice shall in no way affect, impair or diminish the Borrowerother Bank’s obligations hereunder. (b) The obligations Revolving Percentage of the Borrower under this Section 3.05 to reimburse each Issuing Lender with respect to draftsunreimbursed portion of such payment, demands and other presentations for payment under Letters USBNA receives any reimbursement on account of Credit issued by it (each, a “Drawing”) (including, in each case, interest thereon) shall be absolute and unconditional under any and all circumstances and irrespective of any setoff, counterclaim or defense to payment which the Borrower such unreimbursed portion or any Subsidiary payment of the Borrower may have or have had against any Lender (including interest on account thereof, USBNA will promptly distribute to such other Bank its pro rata share thereof in its capacity like funds as an Issuing Lender or as a Participant), including, without limitation, any defense based upon the failure of any drawing under a Letter of Credit to conform to the terms of the Letter of Credit or any nonapplication or misapplication by the beneficiary of the proceeds of such Drawingreceived in accordance with Section 8.10; provided, however, that in the Borrower shall not be obligated event that USBNA is required to reimburse any Issuing Lender for any wrongful return such reimbursement or such payment made by such Issuing Lender under a Letter of Credit issued by it as a result of acts or omissions constituting willful misconduct or gross negligence on the part of such Issuing Lender interest (as determined the case may be), such other Bank will return to USBNA any portion thereof previously distributed to it by a court of competent jurisdiction USBNA in a final and non-appealable decision)like funds as such reimbursement or payment is required to be returned by USBNA.

Agreement to Repay Letter of Credit Drawings. (a) The Borrower agrees Borrowers hereby agree to reimburse each Issuing Lenderthe Letter of Credit Issuer, by making payment in Dollars to the Administrative Agent in immediately available funds at the Payment Office, for any payment or disbursement made by such Issuing Lender the Letter of Credit Issuer under any Letter of Credit issued by it (each such amount, amount so paid until reimbursed by the Borrowerreimbursed, an “Unpaid Drawing”), not ) no later than the date that is one Business Day following receipt by after the date on which the Parent Borrower of receives notice of such payment or disbursement (provided that no such notice shall be required to be given if a Default or an Event of Default under Section 11.05 shall have occurred and be continuing, in which case the Unpaid Drawing shall be due and payable immediately without presentment, demand, protest or notice of any kind (all of which are hereby waived by the Borrower)“Reimbursement Date”), with interest on the amount so paid or disbursed by such Issuing Lenderthe Letter of Credit Issuer, to the extent not reimbursed prior to 12:00 Noon 5:00 p.m. (New York City time) on the date of such payment or disbursementReimbursement Date, from and including the Reimbursement Date to the date paid or disbursed to but excluding the date such Issuing Lender was Letter of Credit Issuer is reimbursed by the Borrower therefor at a rate per annum equal to that shall at all times be the Base Rate Applicable ABR Margin plus the ABR as in effect from time to time plus time, provided that, notwithstanding anything contained in this Agreement to the Applicable Margin contrary, (i) unless the Parent Borrower shall have notified the Administrative Agent and the relevant Letter of Credit Issuer prior to 12:00 noon (New York City time) on the Reimbursement Date that the Parent Borrower on behalf of the Borrowers intends to reimburse the relevant Letter of Credit Issuer for the amount of such drawing with funds other than the proceeds of Loans, the Parent Borrower on behalf of the Borrowers shall be deemed to have given a Notice of Borrowing requesting that, with respect to Letters of Credit, the Lenders with New Revolving Credit Commitments make New Revolving Credit Loans (which shall be ABR Loans) on the Reimbursement Date in the amount of such drawing and (ii) the Administrative Agent shall promptly notify each relevant L/C Participant of such drawing and the amount of its New Revolving Credit Loan to be made in respect thereof, and each L/C Participant shall be irrevocably obligated to make a New Revolving Credit Loan to the Parent Borrower on behalf of the Borrowers in the manner deemed to have been requested in the amount of its New Revolving Credit Commitment Percentage of the applicable Unpaid Drawing by 2:00 p.m. (New York City time) on such Reimbursement Date by making the amount of such New Revolving Credit Loan available to the Administrative Agent. Such New Revolving Credit Loans shall be made without regard to the Minimum Borrowing Amount. The Administrative Agent shall use the proceeds of such New Revolving Credit Loans solely for purpose of reimbursing the Letter of Credit Issuer for the related Unpaid Drawing. In the event that the Parent Borrower fails to Cash Collateralize any Letter of Credit that is outstanding on the Final Maturity Date, the full amount of the Letters of Credit Outstanding in respect of such Letter of Credit shall be deemed to be an Unpaid Drawing subject to the provisions of this Section 3.4 except that the Letter of Credit Issuer shall hold the proceeds received from the L/C Participants as contemplated above as cash collateral for such Letter of Credit to reimburse any Drawing under such Letter of Credit and shall use such proceeds first, to reimburse itself for any Drawings made in effect from time to time for Revolving Loans that are maintained as Base Rate Loans; providedrespect of such Letter of Credit following the L/C Maturity Date, howeversecond, to the extent such amounts are not reimbursed prior to 12:00 Noon (New York time) on the third Business Day following the receipt by the Borrower of notice of such payment or disbursement or following the occurrence of a Default or an Event of Default under Section 11.05, interest shall thereafter accrue on the amounts so paid or disbursed by such Issuing Lender (and until reimbursed by the Borrower) at a rate per annum equal to the Base Rate as in effect from time to time plus the Applicable Margin for Revolving Loans that are maintained as Base Rate Loans as in effect from time to time plus 2%, with such interest to be payable on demand. Each Issuing Lender shall give the Borrower prompt written notice of each Drawing under any Letter of Credit issued by it, provided that the failure to give expires or is returned undrawn while any such notice cash collateral remains, to the repayment of obligations in respect of any New Revolving Credit Loans that have not paid at such time and third, to the Parent Borrower or as otherwise directed by a court of competent jurisdiction. Nothing in this Section 3.4(a) shall in no way affect, impair or diminish affect the Parent Borrower’s obligations hereunderobligation to repay all outstanding New Revolving Credit Loans when due in accordance with the terms of this Agreement. (b) The obligations of the Borrower Borrowers under this Section 3.05 3.4 to reimburse each Issuing Lender the Letter of Credit Issuer with respect to drafts, demands and other presentations for payment under Letters of Credit issued by it (each, a “Drawing”) Unpaid Drawings (including, in each case, interest thereon) shall be absolute and unconditional under any and all circumstances and irrespective of any setoffset-off, counterclaim or defense to payment which the that any Borrower or any Subsidiary of the Borrower other Person may have or have had against the Letter of Credit Issuer, the Administrative Agent or any Lender (including in its capacity as an Issuing Lender or as a L/C Participant), including, without limitation, including any defense based upon the failure of any drawing under a Letter of Credit (each a “Drawing”) to conform to the terms of the Letter of Credit or any nonapplication non-application or misapplication by the beneficiary of the proceeds of such Drawing; provided, however, provided that the Borrower Borrowers shall not be obligated to reimburse any Issuing Lender the Letter of Credit Issuer for any wrongful payment made by such Issuing Lender the Letter of Credit Issuer under a the Letter of Credit issued by it as a result of acts or omissions constituting willful misconduct or gross negligence on the part of such Issuing Lender (as determined by a court the Letter of competent jurisdiction in a final and non-appealable decision)Credit Issuer.

Agreement to Repay Letter of Credit Drawings. (a) The Each Borrower hereby jointly and severally agrees to reimburse each Issuing Lender, by making payment to the Administrative Agent in Dollars in immediately available funds at the Payment Office, for any payment or disbursement made by such Issuing Lender under any Letter of Credit issued by it (each such amount, so paid until reimbursed by the respective Borrower, an “Unpaid Drawing”), not later than one Business Day following receipt by the respective Borrower of notice of such payment or disbursement (provided that provided, that, no such notice shall be required to be given if a Default or an Event of Default under Section 11.05 shall have occurred and be continuing, in which case the Unpaid Drawing shall be due and payable immediately without presentment, demand, protest or notice of any kind (all of which are hereby waived by the BorrowerBorrowers)), with interest on the amount so paid or disbursed by such Issuing Lender, to the extent not reimbursed prior to 12:00 Noon (New York City time) on the date of such payment or disbursement, disbursement from and including the date paid or disbursed to but excluding the date such Issuing Lender was reimbursed by the respective Borrower therefor at a rate per annum equal to the Base Rate as in effect from time to time plus the Applicable Margin as in effect from time to time for Revolving Loans that are maintained as Base Rate Loans; provided, however, to the extent such amounts are not reimbursed prior to 12:00 Noon (New York City time) on the third Business Day following the receipt by the respective Borrower of notice of such payment or disbursement or following the occurrence of a Default or an Event of Default under Section 11.05, interest shall thereafter accrue on the amounts so paid or disbursed by such Issuing Lender (and until reimbursed by the BorrowerBorrowers) at a rate per annum equal to the Base Rate as in effect from time to time plus the Applicable Margin for Revolving Loans that are maintained as Base Rate Loans as in effect from time to time plus 2%, with such interest to be payable on demand. Each Issuing Lender shall give the respective Borrower prompt written notice of each Drawing under any Letter of Credit issued by it; provided, provided that that, the failure to give any such notice shall in no way affect, impair or diminish the Borrower’s Borrowers’ obligations hereunder. (b) The joint and several obligations of the Borrower Borrowers under this Section 3.05 to reimburse each Issuing Lender with respect to drafts, demands and other presentations for payment under Letters of Credit issued by it (each, a “Drawing”) (including, in each case, interest thereon) shall be absolute and unconditional under any and all circumstances and irrespective of any setoff, counterclaim or defense to payment which the Borrower any Credit Party or any Subsidiary of the Borrower any Credit Party may have or have had against any Lender (including in its capacity as an Issuing Lender or as a Participant), including, without limitation, including any defense based upon the failure of any drawing under a Letter of Credit to conform to the terms of the Letter of Credit or any nonapplication non-application or misapplication by the beneficiary of the proceeds of such Drawing; provided, however, that the no Borrower shall not be obligated to reimburse any Issuing Lender for any wrongful payment made by such Issuing Lender under a Letter of Credit issued by it as a result of acts or omissions constituting willful misconduct or gross negligence on the part of such Issuing Lender (as determined by a court of competent jurisdiction in a final and non-appealable decision).

Agreement to Repay Letter of Credit Drawings. (a) The Borrower hereby agrees to reimburse (or cause any Subsidiary for whose account a Letter of Credit was issued to reimburse) each Issuing LenderLetter of Credit Issuer, by making payment directly to the Administrative Agent such Letter of Credit Issuer in immediately available funds at the Payment Officepayment office of such Letter of Credit Issuer, for any payment or disbursement made by such Issuing Lender Letter of Credit Issuer under any Letter of Credit issued by it (each such amount, amount so paid or disbursed until reimbursed by the Borrowerreimbursed, an “Unpaid Drawing”), "UNPAID DRAWING") not later than one the Business Day immediately following receipt by the Business Day on which such Letter of Credit Issuer notifies the Borrower (or any such Subsidiary for whose account such Letter of notice Credit was issued) of such payment or disbursement (provided that no which notice to the Borrower (or such notice Subsidiary) shall be required delivered reasonably promptly after any such payment or disbursement), such payment to be given if a Default or an Event of Default under Section 11.05 shall have occurred and be continuing, made in which case the Unpaid Drawing shall be due and payable immediately without presentment, demand, protest or notice of any kind (all of which are hereby waived by the Borrower))Dollars, with interest on the amount so paid or disbursed by such Issuing LenderLetter of Credit Issuer, to the extent not reimbursed prior to 12:00 Noon 1:00 P.M. (New York timelocal time at the payment office of the Letter of Credit Issuer) on the date of such payment or disbursement, from and including the date paid or disbursed to but excluding not including the date such Issuing Lender was Letter of Credit Issuer is reimbursed by the Borrower therefor at a rate per annum equal which shall be the rate then applicable to the Base Loans which are Prime Rate as in effect from time to time Loans (plus the Applicable Margin as in effect from time to time for Revolving Loans that are maintained as Base Rate Loans; provided, however, to the extent such amounts are an additional 2% per annum if not reimbursed prior to 12:00 Noon (New York time) on by the third Business Day following after the receipt by the Borrower of notice date of such payment or disbursement or following the occurrence of a Default or an Event of Default under Section 11.05disbursement), interest shall thereafter accrue on the amounts so paid or disbursed by such Issuing Lender (and until reimbursed by the Borrower) at a rate per annum equal to the Base Rate as in effect from time to time plus the Applicable Margin for Revolving Loans that are maintained as Base Rate Loans as in effect from time to time plus 2%, with any such interest also to be payable on demand. Each Issuing Lender shall give If by 11:00 A.M. on the Business Day immediately following notice to it of its obligation to make reimbursement in respect of an Unpaid Drawing, the Borrower prompt written has not made such reimbursement out of its available cash on hand or a contemporaneous Borrowing hereunder, (x) the Borrower will be deemed to have given a Notice of Borrowing for Prime Rate Loans in an aggregate principal amount sufficient to reimburse such Unpaid Drawing (and the Administrative Agent shall promptly give notice to the Lenders of each Drawing such deemed Notice of Borrowing), (y) the Lenders shall, unless they are legally prohibited from doing so, make the Loans contemplated by such deemed Notice of Borrowing (which Loans shall be considered made under any section 2.1 hereof), and (z) the proceeds of such Prime Rate Loans shall be disbursed directly to the applicable Letter of Credit issued by itIssuer to the extent necessary to effect such reimbursement, provided that with any excess proceeds to be made available to the failure to give any such notice shall Borrower in no way affect, impair or diminish accordance with the Borrower’s obligations hereunderapplicable provisions of this Agreement. (b) The obligations of the Borrower Borrower's obligation under this Section 3.05 section 3.3 to reimburse reimburse, or cause a Subsidiary to reimburse, each Issuing Lender Letter of Credit Issuer with respect to drafts, demands and other presentations for payment under Letters of Credit issued by it (each, a “Drawing”) Unpaid Drawings (including, in each case, interest thereon) shall be absolute and unconditional under any and all circumstances and irrespective of any setoff, counterclaim or defense to payment which the Borrower or any Subsidiary of the Borrower may have or have had against such Letter of Credit Issuer, the Administrative Agent, any Lender (including in its capacity as an Issuing Lender other Letter of Credit Issuer or as a Participant)any Lender, including, without limitation, any defense based upon the failure of any drawing under a Letter of Credit to conform to the terms of the Letter of Credit or any nonapplication non-application or misapplication by the beneficiary of the proceeds of such Drawing; provideddrawing, howeverPROVIDED, HOWEVER that the Borrower shall not be obligated to reimburse any Issuing Lender reimburse, or cause a Subsidiary to reimburse, a Letter of Credit Issuer for any wrongful payment made by such Issuing Lender Letter of Credit Issuer under a Letter of Credit issued by it as a result of acts or omissions constituting willful misconduct or gross negligence on the part of such Issuing Lender (as determined by a court Letter of competent jurisdiction in a final and non-appealable decision)Credit Issuer.

Agreement to Repay Letter of Credit Drawings. (a) The Each Borrower hereby jointly and severally agrees to reimburse each Issuing Lender, by making payment to the Administrative Agent in Dollars in immediately available funds at the Payment Office, for any payment or disbursement made by such Issuing Lender under any Letter of Credit issued by it (each such amount, so paid until reimbursed by the BorrowerBorrowers, an “Unpaid Drawing”), not later than one Business Day following receipt by the Borrower Company of notice of such payment or disbursement (provided provided, that no such notice shall be required to be given if a Default or an Event of Default under Section 11.05 11.01(e) shall have occurred and be continuing, in which case the Unpaid Drawing shall be due and payable immediately without presentment, demand, protest or notice of any kind (all of which are hereby waived by the BorrowerBorrowers)), with interest on the amount so paid or disbursed by such Issuing Lender, to the extent not reimbursed prior to 12:00 Noon P.M. (noon) (New York City time) on the date of such payment or disbursement, disbursement from and including the date paid or disbursed to but excluding the date such Issuing Lender was reimbursed by the Borrower Borrowers therefor at a rate per annum equal to the Base Rate as in effect from time to time plus the Applicable Margin as in effect from time to time for Revolving Loans that are maintained as Base Rate Loans; provided, however, to the extent such amounts are not reimbursed prior to 12:00 Noon P.M. (noon) (New York City time) on the third Business Day following the receipt by the Borrower Company of notice of such payment or disbursement or following the occurrence of a Default or an Event of Default under Section 11.0511.01(e), interest shall thereafter accrue on the amounts so paid or disbursed by such Issuing Lender (and until reimbursed by the BorrowerBorrowers) at a rate per annum equal to the Base Rate as in effect from time to time plus the Applicable Margin for Revolving Loans that are maintained as Base Rate Loans as in effect from time to time plus 2%, with such interest to be payable on demand. Each Issuing Lender shall give the Borrower Company prompt written notice of each Drawing under any Letter of Credit issued by it; provided, provided that the failure to give any such notice shall in no way affect, impair or diminish the Borrower’s Borrowers’ obligations hereunder. (b) The joint and several obligations of the Borrower Borrowers under this Section 3.05 to reimburse each Issuing Lender with respect to drafts, demands and other presentations for payment under Letters of Credit issued by it (each, a “Drawing”) (including, in each case, interest thereon) shall be absolute and unconditional under any and all circumstances and irrespective of any setoff, counterclaim or defense to payment which the Borrower Parent or any Subsidiary of the Borrower Parent may have or have had against any Lender (including in its capacity as an Issuing Lender or as a Participant), including, without limitation, any defense based upon the failure of any drawing under a Letter of Credit to conform to the terms of the Letter of Credit or any nonapplication or misapplication by the beneficiary of the proceeds of such Drawing; provided, however, that the no Borrower shall not be obligated to reimburse any Issuing Lender for any wrongful payment made by such Issuing Lender under a Letter of Credit issued by it as a result of acts or omissions constituting willful misconduct or gross negligence on the part of such Issuing Lender (as determined by a court of competent jurisdiction in a final and non-appealable decision).

Agreement to Repay Letter of Credit Drawings. (a) The Borrower hereby agrees to reimburse each Issuing Lenderthe Letter of Credit Issuer, by making payment in Dollars to the Administrative Agent in immediately available funds at the Payment Office, for any payment or disbursement made by such Issuing Lender the Letter of Credit Issuer under any Letter of Credit issued by it (the Dollar Equivalent of each such amount, amount so paid until reimbursed by the Borrowerreimbursed, an “Unpaid Drawing”)) immediately after, not later than one Business Day following receipt by and in any event on the Borrower of notice of date of, such payment or disbursement (provided that no such notice shall be required to be given if a Default or an Event of Default under Section 11.05 shall have occurred and be continuing, in which case the Unpaid Drawing shall be due and payable immediately without presentment, demand, protest or notice of any kind (all of which are hereby waived by the Borrower))payment, with interest on the amount so paid or disbursed by such Issuing Lenderthe Letter of Credit Issuer, to the extent not reimbursed prior to 12:00 Noon 5:00 p.m. (New York time) on the date of such payment or disbursement, from and including the date paid or disbursed to but excluding the date such Issuing Lender was the Letter of Credit Issuer is reimbursed by the Borrower therefor at a rate per annum equal to that shall at all times be the Base Rate ABR Margin plus the ABR as in effect from time to time plus the Applicable Margin as time, provided that, notwithstanding anything contained in effect from time to time for Revolving Loans that are maintained as Base Rate Loans; provided, however, this Agreement to the extent such amounts are not reimbursed contrary, (i) unless the Borrower shall have notified the Administrative Agent and the Letter of Credit Issuer prior to 12:00 Noon 10:00 a.m. (New York time) on the third Business Day following the receipt by date of such drawing that the Borrower intends to reimburse the Letter of notice Credit Issuer for the amount of such payment or disbursement or following drawing with funds other than the occurrence proceeds of Loans, the Borrower be shall be deemed to have given a Default or an Event Notice of Default under Section 11.05, interest Borrowing requesting that the Lenders with Commitments make Revolving Credit Loans (which shall thereafter accrue be ABR Loans) on the amounts so paid or disbursed by date on which such Issuing Lender (and until reimbursed by the Borrower) at a rate per annum drawing is honored in an amount equal to the Base Rate as in effect from time to time plus amount of such drawing and (ii) the Applicable Margin for Administrative Agent shall promptly notify each relevant L/C Participant of such drawing and the amount of its Revolving Loans that are maintained as Base Rate Loans as in effect from time to time plus 2%, with such interest Credit Loan to be payable on demand. Each Issuing Lender made in respect thereof, and, subject to the conditions set forth in Section 2.1(a), each L/C Participant shall give be irrevocably obligated to make a Revolving Credit Loan to the Borrower prompt written notice in the manner deemed to have been requested in the amount of each its Applicable Percentage of the applicable Unpaid Drawing under any by 12:00 noon (New York time) on such Business Day by making the amount of such Revolving Credit Loan available to the Administrative Agent. Such Revolving Credit Loans shall be made without regard to the minimum Borrowing amount for ABR Loans set forth in Section 2.2. The Administrative Agent shall use the proceeds of such Revolving Credit Loans solely for purpose of reimbursing the Letter of Credit issued by it, provided that Issuer for the failure to give any such notice shall in no way affect, impair or diminish the Borrower’s obligations hereunderrelated Unpaid Drawing. (b) The obligations of the Borrower under this Section 3.05 3.4 to reimburse each Issuing Lender the Letter of Credit Issuer with respect to drafts, demands and other presentations for payment under Letters of Credit issued by it (each, a “Drawing”) Unpaid Drawings (including, in each case, interest thereon) shall be absolute and unconditional under any and all circumstances and irrespective of any setoffset-off, counterclaim or defense to payment which that the Borrower or any Subsidiary of the Borrower other Person may have or have had against the Letter of Credit Issuer, the Administrative Agent or any Lender (including in its capacity as an Issuing Lender or as a L/C Participant), including, without limitation, including any defense based upon the failure of any drawing under a Letter of Credit (each a “Drawing”) to conform to the terms of the Letter of Credit or any nonapplication non-application or misapplication by the beneficiary of the proceeds of such Drawing; provided, however, provided that the Borrower shall not be obligated to reimburse any Issuing Lender the Letter of Credit Issuer for any wrongful payment made by such Issuing Lender the Letter of Credit Issuer under a the Letter of Credit issued by it as a result of acts or omissions constituting willful misconduct or gross negligence on the part of such Issuing Lender (as determined by a court the Letter of competent jurisdiction in a final and non-appealable decision)Credit Issuer.

Agreement to Repay Letter of Credit Drawings. (a) The Borrower agrees to reimburse each Issuing Lender, by making payment to the Administrative Agent in immediately available funds at the Payment Office, for any payment or disbursement made by such Issuing Lender under any Letter of Credit issued by it (each such amount, so paid until reimbursed by the Borrower, an “Unpaid Drawing”), not later than one two Business Day Days following receipt by the Borrower of notice of such payment or disbursement (provided that no such notice shall be required to be given if a Default or an Event of Default under Section 11.05 12(h) or 12(i) shall have occurred and be continuing, in which case the Unpaid Drawing shall be due and payable immediately without presentment, demand, protest or notice of any kind (all of which are hereby waived by the Borrower)), with interest on the amount so paid or disbursed by such Issuing Lender, to the extent not reimbursed prior to 12:00 Noon (New York City time) on the date of such payment or disbursement, from and including the date paid or disbursed to but excluding the date such Issuing Lender was reimbursed by the Borrower therefor at a rate per annum equal to the Base Rate as in effect from time to time plus the Applicable Margin as in effect from time to time for Revolving Loans that are maintained as Base Rate Loans; provided, however, to the extent such amounts are not reimbursed prior to 12:00 Noon (New York City time) on the third Business Day following the receipt by the Borrower of notice of such payment or disbursement or following the occurrence of a Default or an Event of Default under Section 11.0512(h) or 12(i), interest shall thereafter accrue on the amounts so paid or disbursed by such Issuing Lender (and until reimbursed by the Borrower) at a rate per annum equal to the Base Rate as in effect from time to time plus the Applicable Margin for Revolving Loans that are maintained as Base Rate Loans as in effect from time to time plus 2%, with such interest to be payable on demand. Each Issuing Lender shall give the Borrower prompt written notice of each Drawing under any Letter of Credit issued by it, provided that the failure to give any such notice shall in no way affect, impair or diminish the Borrower’s obligations hereunderobligation to repay such drawing and interest thereon as provided herein. (b) The obligations of the Borrower under this Section 3.05 to reimburse each Issuing Lender with respect to drafts, demands and other presentations for payment under Letters of Credit issued by it (each, a “Drawing”) (including, in each case, interest thereon) shall be absolute and unconditional under any and all circumstances and irrespective of any setoff, counterclaim or defense to payment which the Borrower Holdings or any Subsidiary of the Borrower Holdings may have or have had against any Lender (including in its capacity as an Issuing Lender or as a Participant), including, without limitation, any defense based upon the failure of any drawing under a Letter of Credit to conform to the terms of the Letter of Credit or any nonapplication or misapplication by the beneficiary of the proceeds of such Drawing; provided, however, that the Borrower shall may seek damages (but not be obligated to reimburse punitive or consequential damages) from any Issuing Lender for to the extent resulting from any wrongful payment made by such Issuing Lender under a Letter of Credit issued by it as a result of acts or omissions constituting gross negligence, bad faith or willful misconduct or gross negligence on the part of such Issuing Lender (as determined by a court of competent jurisdiction in a final and non-appealable decision).

Agreement to Repay Letter of Credit Drawings. (a) The Borrower agrees to reimburse each the Issuing Lender, by making payment to the Administrative Agent in Dollars and in immediately available funds at the Payment Office, for any payment or disbursement made by such the Issuing Lender under any Letter of Credit issued by it (each such amount, amount so paid or disbursed until reimbursed by the Borrowerreimbursed, an “Unpaid Drawing”)) immediately after, not later than one Business Day following receipt by and in any event on the Borrower of notice date of such payment or disbursement (provided that no such notice shall be required to be given if a Default or an Event of Default under Section 11.05 shall have occurred and be continuing, in which case the Unpaid Drawing shall be due and payable immediately without presentment, demand, protest or notice of any kind (all of which are hereby waived by the Borrower))disbursement, with interest on the amount so paid or disbursed by such the Issuing Lender, to the extent not reimbursed prior to 12:00 Noon 1:00 P.M. (New York time) on the date of such payment or disbursement, from and including the date paid or disbursed to but excluding not including the date such the Issuing Lender was is reimbursed by the Borrower therefor at a rate per annum equal to which shall be the Base Rate as in effect from time to time plus the Applicable Margin as in effect from time to time for Revolving Loans that are maintained as Base Rate Loans; provided, however, to the extent such amounts are not reimbursed prior to 12:00 Noon (New York time) on the third Business Day following the receipt by the Borrower of notice of such payment or disbursement or following the occurrence of a Default or an Event of Default under Section 11.05, interest shall thereafter accrue on the amounts so paid or disbursed by such Issuing Lender (and until reimbursed by the Borrower) at a rate per annum equal to the Base Rate as in effect from time to time plus the Applicable Margin for Revolving Loans that are maintained as Base Rate Loans as in effect from time to time (or, if the Total Commitment has been terminated and all Revolving Loans have been repaid, the Applicable Margin that would have been in effect for Revolving Loans maintained as Base Rate Loans) (plus an additional 2%% per annum, with such interest to be payable on demand, if not reimbursed by the third Business Day after the date of such payment or disbursement). Each The Issuing Lender shall give provide the Borrower prompt written notice of each Drawing any payment or disbursement made by it under any Letter of Credit issued by it, provided that although the failure to give of, or delay in, giving any such notice shall in no way affect, impair not release or diminish the Borrower’s obligations hereunder. (b) The obligations of the Borrower under this Section 3.05 2.04(a) or under any other Section of this Agreement. (b) The Borrower’s obligation under this Section 2.04 to reimburse each the Issuing Lender with respect to drafts, demands and other presentations for payment under Letters of Credit issued by it (each, a “Drawing”) Unpaid Drawings (including, in each case, interest thereon) shall be absolute and unconditional under any and all circumstances and irrespective of any setoff, counterclaim or defense to payment which the Borrower or any Subsidiary of the Borrower may have or have had against the Issuing Lender, any Lender (including in its capacity as an Issuing Lender Agent or as a Participant)Lender, including, without limitation, any defense based upon the failure of any drawing under a Letter of Credit to conform to the terms of the Letter of Credit or any nonapplication non-application or misapplication by the beneficiary of the proceeds of such Drawingdrawing; provided, however, that the Borrower shall not be obligated to reimburse any the Issuing Lender for any wrongful payment made by such the Issuing Lender under a Letter of Credit issued as a result of acts or omissions constituting willful misconduct or gross negligence on the part of the Issuing Lender as determined by a court of competent jurisdiction in a final and non-appealable decision; provided, further, that any reimbursement made by the Borrower shall be without prejudice to any claim it may have against the Issuing Lender as a result of acts or omissions constituting willful misconduct or gross negligence on the part of such Issuing Lender (as determined by a court of competent jurisdiction in a final and non-appealable decision)Lender.

Agreement to Repay Letter of Credit Drawings. (a) The Borrower Borrowers hereby agrees to reimburse each Issuing Lender, by making payment to the Administrative Agent in Dollars in immediately available funds at the Payment Officefunds, for any payment or disbursement made by such Issuing Lender under any Letter of Credit issued by it (each such amount, so paid until reimbursed by the BorrowerBorrower Agent, an “Unpaid Drawing”), not later than one Business Day following receipt by the Borrower Agent of notice of such payment or disbursement (provided that no such notice shall be required to be given if a Default or an Event of Default under Section 11.05 shall have occurred and be continuing, in which case the Unpaid Drawing shall be due and payable immediately without presentment, demand, protest or notice of any kind (all of which are hereby waived by the BorrowerBorrower Agent)), with interest on the amount so paid or disbursed by such Issuing Lender, to the extent not reimbursed prior to 12:00 Noon (New York City time) on the date of such payment or disbursement, disbursement from and including the date paid or disbursed to but excluding the date such Issuing Lender was reimbursed by the Borrower Agent therefor at a rate per annum equal to the Base Rate ABR as in effect from time to time plus the Applicable Margin as in effect from time to time for Revolving Loans that are maintained as Base Rate ABR Loans; provided, however, to the extent such amounts are not reimbursed prior to 12:00 Noon (New York City time) on the third Business Day following the receipt by the Borrower Agent of notice of such payment or disbursement or following the occurrence of a Default or an Event of Default under Section 11.05, interest shall thereafter accrue on the amounts so paid or disbursed by such Issuing Lender (and until reimbursed by the BorrowerBorrower Agent) at a rate per annum equal to the Base Rate ABR as in effect from time to time plus the Applicable Margin for Revolving Loans that are maintained as Base Rate ABR Loans as in effect from time to time plus 2%, with such interest to be payable on demand. Each Issuing Lender shall give the Borrower Agent prompt written notice of each Drawing under any Letter of Credit issued by it, ; provided that the failure to give any such notice shall in no way affect, impair or diminish the BorrowerBorrower Agent’s obligations hereunder. (b) The obligations of the Borrower Agent under this Section 3.05 to reimburse each Issuing Lender with respect to drafts, demands and other presentations for payment under Letters of Credit issued by it (each, a “Drawing”) (including, in each case, interest thereon) shall be absolute and unconditional under any and all circumstances and irrespective of any setoff, counterclaim or defense to payment which any Parent Guarantor, the Borrower Agent or any Subsidiary of a Parent Guarantor or the Borrower Agent may have or have had against any Lender (including in its capacity as an Issuing Lender or as a Participant), including, without limitation, any defense based upon the failure of any drawing under a Letter of Credit to conform to the terms of the Letter of Credit or any nonapplication or misapplication by the beneficiary of the proceeds of such Drawing; provided, however, that the Borrower Agent shall not be obligated to reimburse any Issuing Lender for any wrongful payment made by such Issuing Lender under a Letter of Credit issued by it as a result of acts or omissions constituting willful misconduct or gross negligence on the part of such Issuing Lender (as determined by a court of competent jurisdiction in a final and non-appealable decision).

Agreement to Repay Letter of Credit Drawings. (a) The Borrower hereby agrees to reimburse each the relevant Issuing Lender, Bank by making payment in Dollars or to the Administrative Agent for the account of such Issuing Bank (whether with its own funds or with proceeds of the Loans) in immediately available funds at the Payment Officefunds, for any payment or disbursement made by such Issuing Lender Bank under any Letter of Credit issued by it (each such amount, amount so paid until reimbursed by the Borrowerreimbursed, an “Unpaid Drawing”), not later than ) within one (1) Business Day following receipt by the date on which such Issuing Bank provides written notice to the Borrower of notice of such payment or disbursement (provided that no such notice shall be required to be given if a Default or an Event of Default under Section 11.05 shall have occurred and be continuing, in which case date for reimbursement on such Business Day (the Unpaid Drawing shall be due and payable immediately without presentment, demand, protest or notice of any kind (all of which are hereby waived by the Borrower“Reimbursement Date”)), with interest on the amount so paid or disbursed by such Issuing LenderBank, to the extent not reimbursed prior to 12:00 Noon (New York time) on from and including the date of such payment or disbursement, from and including the date paid or disbursed disbursement to but excluding the date such Issuing Lender was reimbursed by Reimbursement Date, at the Borrower therefor at a rate per annum rate for each day equal to the Base Rate rate described in Section 2.8(a); provided that, notwithstanding anything contained in this Agreement to the contrary, with respect to any Letter of Credit, (i) unless the Borrower shall have notified the Administrative Agent and such Issuing Bank prior to 11:00 a.m. (New York City time) on the Reimbursement Date that the Borrower intends to reimburse such Issuing Bank for the amount of such drawing with funds other than the proceeds of Loans, the Borrower shall be deemed to have given a Notice of Borrowing requesting that the Lenders make Loans (which shall be ABR Loans) on the Reimbursement Date in an amount equal to the amount at such drawing, and (ii) the Administrative Agent shall promptly notify each L/C Participant of such drawing and the amount of its Loan to be made in respect thereof, and each L/C Participant shall be irrevocably obligated to make a Loan to the Borrower in the manner deemed to have been requested in the amount of its Commitment Percentage of the applicable Unpaid Drawing by 12:00 noon (New York City time) on such Reimbursement Date by making the amount of such Loan available to the Administrative Agent. Such Loans made in respect of such Unpaid Drawing on such Reimbursement Date shall be made without regard to the Minimum Borrowing Amount and without regard to the satisfaction of the conditions set forth in Article 7. The Administrative Agent shall use the proceeds of such Loans solely for purpose of reimbursing the relevant Issuing Bank for the related Unpaid Drawing. In the event that the Borrower fails to Cash Collateralize any Letter of Credit that is outstanding on the L/C Maturity Date, the full amount of the Letters of Credit Outstanding in respect of such Letter of Credit shall be deemed to be an Unpaid Drawing subject to the provisions of this Section 3.4 except that such Issuing Bank shall hold the proceeds received from the Lenders as contemplated above as cash collateral for such Letter of Credit to reimburse any Drawing under such Letter of Credit and shall use such proceeds first, to reimburse itself for any Drawings made in effect from time to time plus respect of such Letter of Credit following the Applicable Margin as in effect from time to time for Revolving Loans that are maintained as Base Rate Loans; providedL/C Maturity Date, howeversecond, to the extent such amounts are not reimbursed prior to 12:00 Noon (New York time) on the third Business Day following the receipt by the Borrower of notice of such payment or disbursement or following the occurrence of a Default or an Event of Default under Section 11.05, interest shall thereafter accrue on the amounts so paid or disbursed by such Issuing Lender (and until reimbursed by the Borrower) at a rate per annum equal to the Base Rate as in effect from time to time plus the Applicable Margin for Revolving Loans that are maintained as Base Rate Loans as in effect from time to time plus 2%, with such interest to be payable on demand. Each Issuing Lender shall give the Borrower prompt written notice of each Drawing under any Letter of Credit issued by it, provided that the failure to give expires or is returned undrawn while any such notice cash collateral remains, to the repayment of obligations in respect of any Loans that have not paid at such time and third, to the Borrower or as otherwise directed by a court of competent jurisdiction. Nothing in this Section 3.4(a) shall in no way affect, impair or diminish affect the Borrower’s obligations hereunderobligation to repay all outstanding Loans when due in accordance with the terms of this Agreement. (b) The obligations of the Borrower under this Section 3.05 3.4 to reimburse each the relevant Issuing Lender Bank with respect to drafts, demands and other presentations for payment under Letters of Credit issued by it (each, a “Drawing”) Unpaid Drawings (including, in each case, interest thereon) shall be absolute absolute, unconditional and unconditional irrevocable under any and all circumstances and irrespective of any setoffset-off, counterclaim or defense to payment which that the Borrower or any Subsidiary of the Borrower other Person may have or have had against such Issuing Bank, the Administrative Agent or any Lender (including in its capacity as an Issuing Lender or as a L/C Participant), including, without limitation, including any defense based upon (i) the failure of any drawing under a Letter of Credit (each a “Drawing”) to conform to the terms of the Letter of Credit or Credit, (ii) any nonapplication non-application or misapplication by the beneficiary of the proceeds of such Drawing; provided, however(iii) any lack of validity or enforceability of any Letter of Credit or this Agreement, that the Borrower shall not be obligated to reimburse or any Issuing Lender for term or provision therein, (iv) any wrongful payment made by such Issuing Lender draft or other document presented under a Letter of Credit issued proving to be forged, fraudulent or invalid in any respect or any statement therein being untrue or inaccurate in any respect or (v) any other event or circumstance whatsoever, whether or not similar to any of the foregoing, that might, but for the provisions of this Section 3.4, constitute a legal or equitable discharge of, or provide a right of setoff against, the Borrower’s obligations hereunder; provided that the foregoing shall not be construed to excuse the relevant Issuing Bank from liability to the Borrower to the extent of any direct damages (as opposed to special, indirect, consequential or punitive damages, claims in respect of which are hereby waived by it as the Borrower to the extent permitted by applicable law) suffered by the Borrower that are caused by such Issuing Bank’s failure to exercise care when determining whether drafts and other documents presented under a result Letter of acts Credit comply with the terms thereof. The Borrower agrees that any action taken or omissions constituting omitted to be taken by an Issuing Bank under or in connection with any Letter of Credit or the related drafts or documents, if done in the absence of gross negligence or willful misconduct or gross negligence on the part of such Issuing Lender (as finally determined by a court of competent jurisdiction jurisdiction), shall be binding on the Borrower and shall not result in any liability of such Issuing Bank to the Borrower; provided that the foregoing shall not be construed to excuse such Issuing Bank from liability to the Borrower to the extent of any direct damages suffered by the Borrower that are caused by such Issuing Bank’s failure to exercise care, when determining whether drafts and other documents presented under a Letter of Credit comply with the terms thereof as determined by a final and non-appealable decisionjudgment of a court of competent jurisdiction. In furtherance of the foregoing, the parties hereto agree that, with respect to documents presented which appear on their face to be in compliance with the terms of a Letter of Credit, the Issuing Bank that issued such Letter of Credit may in its sole discretion either accept or make payment upon such documents without responsibility for further investigation, regardless of any notice or information to the contrary, or refuse to accept and make payment upon such documents if such documents are not in strict compliance with the terms of such Letter of Credit (unless the Borrower shall consent to payment thereon not withstanding such lack of strict compliance).

Agreement to Repay Letter of Credit Drawings. (a) The Borrower agrees to reimburse each Issuing Lender, by making payment to the Administrative Agent applicable Issuing Lender in immediately available funds at the applicable Payment Office, for any payment or disbursement made by such Issuing Lender under any Letter of Credit issued by it (each such amount, so paid until reimbursed by the Borrower, an “Unpaid Drawing”), prior to 12:00 noon, not later than one (1) Business Day following receipt by the Borrower of written notice of such payment or disbursement (disbursement; provided that no such notice shall be required to be given if a Default or an Event of Default under Section 11.05 shall have occurred and be continuing, in which case the Unpaid Drawing shall be due and payable immediately without presentment, demand, protest or notice of any kind (all of which are hereby waived by the Borrower)), with interest on the amount so paid or disbursed by such Issuing Lender, to the extent not reimbursed prior to 12:00 Noon (New York time) on the date absence of such payment or disbursement, from and including the date paid or disbursed to but excluding the date such Issuing Lender was reimbursed reimbursement by the Borrower therefor within the period provided above, the amount of the Drawing shall immediately and automatically be deemed to be a Revolving Loan hereunder (with each Participant in the respective Letter of Credit being required to fund its Revolving Percentage (or the Dollar Equivalent thereof) of the respective Unpaid Drawing in accordance with the provisions of Section 3.04(c), which amounts shall immediately and automatically be deemed a part of such Revolving Loan hereunder) and, initially, shall bear interest at a the rate per annum equal then applicable to the Base Rate as in effect from time to time plus the Applicable Margin as in effect from time to time for Revolving Loans that are maintained as Base Rate Loans; provided. If a Drawing is deemed to be a Revolving Loan hereunder, however, the Borrower’s obligation to pay the extent amount of such amounts are not reimbursed prior to 12:00 Noon (New York time) on the third Business Day following the receipt Drawing shall be discharged and replaced by the Borrower of notice of such payment or disbursement or following the occurrence of a Default or an Event of Default under Section 11.05, interest shall thereafter accrue on the amounts so paid or disbursed by such Issuing Lender (and until reimbursed by the Borrower) at a rate per annum equal to the Base Rate as in effect from time to time plus the Applicable Margin for resulting Revolving Loans that are maintained as Base Rate Loans as in effect from time to time plus 2%, with such interest to be payable on demandLoan. Each Issuing Lender shall give the Borrower prompt written notice of each Drawing under any Letter of Credit issued by it, ; provided that the failure to give any such notice shall in no way affect, impair or diminish the Borrower’s obligations hereunder. (b) . The obligations of the Borrower under this Section 3.05 to reimburse each Issuing Lender with respect to drafts, demands and other presentations for payment under Letters of Credit issued by it (each, a “Drawing”) (including, in each case, interest thereon) shall be absolute absolute, unconditional and unconditional irrevocable under any and all circumstances and irrespective of any setoff, counterclaim or defense to payment which the Borrower or any Subsidiary of the Borrower may have or have had against any Lender (including in its capacity as an Issuing Lender or as a Participant), including, without limitation, any defense based upon the failure of any drawing under a Letter of Credit to conform to the terms of the Letter of Credit or any nonapplication or misapplication by the beneficiary of the proceeds of such Drawing; provided, however, that the Borrower shall not be obligated to reimburse any Issuing Lender for any wrongful payment made by such Issuing Lender under a Letter of Credit issued by it as a result of acts or omissions constituting gross negligence, bad faith or willful misconduct or gross negligence material breach of this Agreement on the part of such Issuing Lender (in each case, as determined by a court of competent jurisdiction in a final and non-appealable decision). Neither the Administrative Agent nor the Lenders, nor any Affiliate of the foregoing Persons nor any of the respective directors, officers, employees, agents and advisors of such Person and such Person’s Affiliates, shall have any liability or responsibility by reason of or in connection with the issuance or transfer of any Letter of Credit or any payment or failure to make any payment thereunder (irrespective of any of the circumstances referred to in the preceding sentence), or any error, omission, interruption, loss or delay in transmission or delivery of any draft, notice or other communication under or relating to any Letter of Credit (including any document required to make a drawing thereunder), any error in interpretation of technical terms or any consequence arising from causes beyond the control of the Lender; provided that the foregoing shall not be construed to excuse the Lender from liability to the Borrower or any Subsidiary of the Borrower to the extent of any direct damages (as opposed to special, indirect, consequential or punitive damages, claims in respect of which are hereby waived by the Borrower and its Subsidiaries to the extent permitted by applicable law) suffered by the Borrower or any Subsidiary that are caused by the Lender’s failure to exercise care when determining whether drafts and other documents presented under a Letter of Credit comply with the terms thereof. The parties hereto expressly agree that, in the absence of gross negligence, bad faith or willful misconduct or material breach of this Agreement on the part of the Issuing Bank (as finally determined by a court of competent jurisdiction), the Issuing Bank shall be deemed to have exercised care in each such determination.

Agreement to Repay Letter of Credit Drawings. (a) The Borrower agrees Borrowers hereby agree to reimburse each Issuing Lenderthe Letter of Credit Issuer, by making payment in Dollars to the Administrative Agent in immediately available funds at the Payment Officefunds, for any payment or disbursement made by such Issuing Lender the Letter of Credit Issuer under any Letter of Credit issued by it (each such amount, amount so paid until reimbursed by the Borrowerreimbursed, an “Unpaid Drawing”), not ) no later than the date that is one Business Day following receipt by after the date on which the Parent Borrower of receives notice of such payment or disbursement (provided that no such notice shall be required to be given if a Default or an Event of Default under Section 11.05 shall have occurred and be continuing, in which case the Unpaid Drawing shall be due and payable immediately without presentment, demand, protest or notice of any kind (all of which are hereby waived by the Borrower)“Reimbursement Date”), with interest on the amount so paid or disbursed by such Issuing Lenderthe Letter of Credit Issuer, to the extent not reimbursed prior to 12:00 Noon 5:00 p.m. (New York City time) on the date of such payment or disbursementReimbursement Date, from and including the Reimbursement Date to the date paid or disbursed to but excluding the date such Issuing Lender was Letter of Credit Issuer is reimbursed by the Borrower therefor at a rate per annum equal to that shall at all times be the Base Rate Applicable Margin plus the ABR as in effect from time to time plus time, provided that, notwithstanding anything contained in this Agreement to the Applicable Margin contrary, (i) unless the Parent Borrower on behalf of the Borrowers shall have notified the Administrative Agent and the relevant Letter of Credit Issuer prior to 10:00 a.m. (New York City time) on the Reimbursement Date that the Parent Borrower intends to reimburse the relevant Letter of Credit Issuer for the amount of such drawing with funds other than the proceeds of Revolving Loans, the Parent Borrower on behalf of the Borrowers shall be deemed to have given a Notice of Borrowing requesting that, with respect to Letters of Credit, the Lenders with Revolving Credit Commitments make Revolving Credit Loans (which shall be ABR Loans) on the Reimbursement Date in the amount of such drawing and (ii) the Administrative Agent shall promptly notify each Lender of such drawing and the amount of its Revolving Credit Loan to be made in respect thereof, and each L/C Participant shall be irrevocably obligated to make a Revolving Credit Loan to the Parent Borrower on behalf of the Borrowers in the manner deemed to have been requested in the amount of its Revolving Credit Commitment Percentage of the applicable Unpaid Drawing by 2:00 p.m. (New York City time) on such Reimbursement Date by making the amount of such Revolving Credit Loan available to the Administrative Agent. Such Revolving Credit Loans shall be made without regard to the Minimum Borrowing Amount. Such Revolving Credit Loans shall be Tranche A-1 Loans unless the Tranche A-1 Commitment has been fully drawn. The Administrative Agent shall use the proceeds of such Revolving Credit Loans solely for purpose of reimbursing the Letter of Credit Issuer for the related Unpaid Drawing. In the event that the Parent Borrower fails to Cash Collateralize any Letter of Credit that is outstanding on the Maturity Date, the full amount of the Letters of Credit Outstanding in respect of such Letter of Credit shall be deemed to be an Unpaid Drawing subject to the provisions of this Section 3.4 except that the Letter of Credit Issuer shall hold the proceeds received from the Lenders as contemplated above as cash collateral for such Letter of Credit to reimburse any Drawing under such Letter of Credit and shall use such proceeds first, to reimburse itself for any Drawings made in effect from time to time for Revolving Loans that are maintained as Base Rate Loans; providedrespect of such Letter of Credit following the L/C Maturity Date, howeversecond, to the extent such amounts are not reimbursed prior to 12:00 Noon (New York time) on the third Business Day following the receipt by the Borrower of notice of such payment or disbursement or following the occurrence of a Default or an Event of Default under Section 11.05, interest shall thereafter accrue on the amounts so paid or disbursed by such Issuing Lender (and until reimbursed by the Borrower) at a rate per annum equal to the Base Rate as in effect from time to time plus the Applicable Margin for Revolving Loans that are maintained as Base Rate Loans as in effect from time to time plus 2%, with such interest to be payable on demand. Each Issuing Lender shall give the Borrower prompt written notice of each Drawing under any Letter of Credit issued by it, provided that the failure to give expires or is returned undrawn while any such notice cash collateral remains, to the repayment of obligations in respect of any Revolving Credit Loans that have not paid at such time and third, to the Parent Borrower or as otherwise directed by a court of competent jurisdiction. Nothing in this Section 3.4(a) shall in no way affect, impair or diminish affect the Parent Borrower’s obligations hereunderobligation to repay all outstanding Revolving Credit Loans when due in accordance with the terms of this Agreement. (b) The obligations of the Borrower Borrowers under this Section 3.05 3.4 to reimburse each Issuing Lender the Letter of Credit Issuer with respect to drafts, demands and other presentations for payment under Letters of Credit issued by it (each, a “Drawing”) Unpaid Drawings (including, in each case, interest thereon) shall be absolute and unconditional under any and all circumstances and irrespective of any setoffset-off, counterclaim or defense to payment which the that any Borrower or any Subsidiary of the Borrower other Person may have or have had against the Letter of Credit Issuer, the Administrative Agent or any Lender (including in its capacity as an Issuing Lender or as a L/C Participant), including, without limitation, including any defense based upon the failure of any drawing under a Letter of Credit (each a “Drawing”) to conform to the terms of the Letter of Credit or any nonapplication non-application or misapplication by the beneficiary of the proceeds of such Drawing; provided, however, provided that the Borrower Borrowers shall not be obligated to reimburse any Issuing Lender the Letter of Credit Issuer for any wrongful payment made by such Issuing Lender the Letter of Credit Issuer under a the Letter of Credit issued by it as a result of acts or omissions constituting willful misconduct or gross negligence on the part of such Issuing Lender (as determined by a court the Letter of competent jurisdiction in a final and non-appealable decision)Credit Issuer.

Agreement to Repay Letter of Credit Drawings. (a) The Borrower agrees to reimburse each the Issuing LenderBank, by making payment to the Administrative Agent in immediately available funds at the Payment Office, for any payment or disbursement made by such the Issuing Lender Bank under any Letter of Credit which has been issued by it for Borrower’s account (each such amount, amount so paid or disbursed until reimbursed by the Borrowerreimbursed, an “Unpaid Drawing”), not ) no later than one Business Day following receipt by the Borrower of notice date of such payment or disbursement (provided that no such notice shall be required to be given if a Default or an Event of Default under Section 11.05 shall have occurred and be continuing, in which case the Unpaid Drawing shall be due and payable immediately without presentment, demand, protest or notice of any kind (all of which are hereby waived by the Borrower))disbursement, with interest on the amount so paid or disbursed by such the Issuing LenderBank, to the extent not reimbursed prior to 12:00 Noon 1:00 P.M. (New York time) on the date of such payment or disbursement, from and including the date paid or disbursed to but excluding not including the date such the Issuing Lender was Bank is reimbursed by the Borrower therefor at a rate per annum equal to which shall be the Base Rate as in effect from time to time plus the Applicable Margin as in effect from time to time for Revolving Loans that are maintained as Base Rate Loans; provided, however, to the extent such amounts are not reimbursed prior to 12:00 Noon (New York time) on the third Business Day following the receipt by the Borrower of notice of such payment or disbursement or following the occurrence of a Default or an Event of Default under Section 11.05, interest shall thereafter accrue on the amounts so paid or disbursed by such Issuing Lender (and until reimbursed by the Borrower) at a rate per annum equal to the Base Rate as in effect from time to time plus the Applicable Margin for Revolving Loans that are maintained as Base Rate Loans as in effect from time to time (or, if the Total Commitment has been terminated and all Loans have been repaid, the Applicable Margin that would have been in effect for Loans maintained as Base Rate Loans) (plus an additional 2%% per annum, with such interest to be payable on demand. Each Issuing Lender shall give , if not reimbursed by the Borrower prompt written notice third Business Day after the date of each Drawing under any Letter of Credit issued by it, provided that the failure to give any such notice shall in no way affect, impair payment or diminish the Borrower’s obligations hereunderdisbursement). (b) The Borrower’s obligations of the Borrower under this Section 3.05 1A.03 to reimburse each the Issuing Lender Bank with respect to drafts, demands and other presentations for payment under Letters of Credit issued by it (each, a “Drawing”) Unpaid Drawings (including, in each case, interest thereon) shall be absolute and unconditional under any and all circumstances and irrespective of any setoff, counterclaim or defense to payment which the Borrower or any Subsidiary of the Borrower may have or have had against the Issuing Bank or any Lender (including in its capacity as an Issuing Lender or as a Participant)Bank, including, without limitation, any defense based upon the failure of any drawing under a Letter of Credit to conform to the terms of the Letter of Credit or any nonapplication non-application or misapplication by the beneficiary of the proceeds of such Drawingdrawing; provided, however, that the Borrower shall not be obligated to reimburse any the Issuing Lender Bank for any wrongful payment made by such the Issuing Lender Bank under a Letter of Credit issued by it as a result of acts or omissions constituting willful misconduct or gross negligence on the part of such the Issuing Lender Bank (as determined by a court of competent jurisdiction in a final and non-appealable decision).

Agreement to Repay Letter of Credit Drawings. (a) The Borrower hereby agrees to reimburse each Issuing Lender, Letter of Credit Issuer by making payment with respect to any unpaid drawing under any Letter of Credit issued by such Letter of Credit Issuer in the same amount and in the same currency in which such drawing was made unless the applicable Letter of Credit Issuer (at its option) shall have specified in the notice of drawing that it will require reimbursement in Dollars. In the case of any such reimbursement in Dollars of a drawing under a Letter of Credit denominated in an Alternative Currency, the applicable Letter of Credit Issuer shall notify the Borrower of the amount of the drawing promptly following the determination thereof. Any such reimbursement shall be made by the Borrower to the Administrative Agent applicable Letter of Credit Issuer in immediately available funds at and in the Payment Office, applicable currency (whether with its own funds or with the proceeds of any Borrowings of Revolving Loans under this Agreement) for any payment or disbursement made by such Issuing Lender the applicable Letter of Credit Issuer under any Letter of Credit issued by it (each such amount, amount so paid until reimbursed by the Borrowerreimbursed, an “Unpaid Drawing”), not ) no later than one the date that is two (2) Business Day following receipt by Days after the date on which the Borrower receives a written notice (the “Notice of notice Drawing”) of such payment or disbursement (provided that no such notice shall be required to be given if a Default or an Event the “Reimbursement Date”) (which Notice of Default under Section 11.05 shall have occurred and be continuing, in which case the Unpaid Drawing shall also be due and payable immediately without presentment, demand, protest or notice of any kind (all of which are hereby waived by delivered to the Borrower)Administrative Agent), with interest on the amount so paid or disbursed by such Issuing Lenderthe applicable Letter of Credit Issuer, to the extent not reimbursed prior to 12:00 Noon (New York time) 5:00 p.m. on the date of such payment or disbursementReimbursement Date, from and including the Reimbursement Date to the date paid or disbursed to but excluding the date such Issuing Lender was applicable Letter of Credit Issuer is reimbursed by the Borrower therefor at a rate per annum equal that shall at all times be (i) with respect to a Letter of Credit denominated in Dollars, the Base Rate Applicable Margin for ABR Loans that are Revolving Credit Loans plus the ABR as in effect from time to time plus and (ii) with respect to a Letter of Credit denominated in an Alternative Currency, the Applicable Margin for Term SOFR Loans that are Revolving Credit Loans plus Term SOFR as in effect from time to time time, provided that, notwithstanding anything contained in this Agreement to the contrary, (i) unless the Borrower shall have notified the Administrative Agent and the relevant applicable Letter of Credit Issuer prior to 1:00 p.m. on the Reimbursement Date that the Borrower intends to reimburse the relevant Letter of Credit Issuer for the amount of such drawing with funds other than the proceeds of Loans, the Borrower shall be deemed to have given a Notice of Borrowing requesting that, with respect to Letters of Credit, the Revolving Lenders make Revolving Loans (which shall be ABR Loans) in Dollars on the Reimbursement Date in the amount of such drawing and (ii) the Administrative Agent shall promptly notify each L/C Participant of such drawing and the amount of its Revolving Loan to be made in respect thereof, and each L/C Participant shall be irrevocably obligated to make a Revolving Loan to the Borrower in the manner deemed to have been requested in the amount of its Revolving Credit Commitment Percentage of the applicable Unpaid Drawing by 2:00 p.m. on such Reimbursement Date by making the amount of such Revolving Loan available to the Administrative Agent. Such Revolving Loans shall be made without regard to the Minimum Borrowing Amount. The Administrative Agent shall use the proceeds of such Revolving Loans solely for the purpose of reimbursing the relevant Letter of Credit Issuer for the related Unpaid Drawing. In the event that are maintained the Borrower fails to Cash Collateralize, “roll” or “grandfather” into a new credit facility or backstop in a manner reasonably acceptable to the applicable Letter of Credit Issuer and the Administrative Agent any Letter of Credit that is outstanding on the L/C Facility Maturity Date, the full amount of the Letters of Credit Outstanding in respect of such Letter of Credit shall be deemed to be an Unpaid Drawing subject to the provisions of this Section 3.4 except that the applicable Letter of Credit Issuer shall hold the proceeds received from the L/C Participants as Base Rate Loans; providedcontemplated above as cash collateral for such Letter of Credit to reimburse any unpaid drawing under such Letter of Credit and shall use such proceeds first, howeverto reimburse itself for any unpaid drawings made in respect of such Letter of Credit following the L/C Facility Maturity Date, second, to the extent such amounts are not reimbursed prior to 12:00 Noon (New York time) on the third Business Day following the receipt by the Borrower Letter of notice of Credit expires or is returned undrawn while any such payment or disbursement or following the occurrence of a Default or an Event of Default under Section 11.05cash collateral remains, interest shall thereafter accrue on the amounts so paid or disbursed by such Issuing Lender (and until reimbursed by the Borrower) at a rate per annum equal to the Base Rate as repayment of obligations in effect from time to time plus the Applicable Margin for respect of any Revolving Loans that are maintained as Base Rate Loans as in effect from have not been paid at such time and third, to time plus 2%, with such interest to be payable on demand. Each Issuing Lender shall give the Borrower prompt written notice or as otherwise directed by a court of each Drawing under any Letter of Credit issued by it, provided that the failure to give any such notice competent jurisdiction. Nothing in this Section 3.4(a) shall in no way affect, impair or diminish affect the Borrower’s obligations hereunderobligation to repay all outstanding Revolving Loans when due in accordance with the terms of this Agreement. (b) The obligations obligation of the Borrower under this Section 3.05 to reimburse any Letter of Credit Issuer for each Issuing Lender with respect to drafts, demands and other presentations for payment drawing under Letters each Letter of Credit issued by it such Letter of Credit Issuer and to repay each L/C Borrowing (each, a “Drawing”) (including, and the obligations of the L/C Participants to make payments to the Administrative Agent for the account of the applicable Letter of Credit Issuer with respect to Letters of Credit in each case, interest thereonaccordance with Section 3.3) shall be absolute absolute, unconditional and unconditional irrevocable, and shall be paid strictly in accordance with the terms of this Agreement under all circumstances, including the following: (i) any and all circumstances and irrespective lack of validity or enforceability of this Agreement or any of the other Credit Documents; (ii) the existence of any setoffclaim, counterclaim set-off, defense (other than a defense of payment or defense to payment which the Borrower performance) or any Subsidiary of other right that the Borrower may have at any time against a beneficiary named in a Letter of Credit, any transferee of any Letter of Credit (or have had against any Person for whom any such transferee may be acting), the Administrative Agent, any Letter of Credit Issuer, any Lender or other Person, whether in connection with this Agreement, any Letter of Credit, the transactions contemplated herein or any unrelated transactions (including any underlying transaction between the Borrower and the beneficiary named in its capacity as an Issuing Lender any such Letter of Credit); (iii) any draft, demand, certificate or as a Participant)other document presented under such Letter of Credit proving to be forged, includingfraudulent, without limitationinvalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect, or any defense based upon loss or delay in the failure transmission or otherwise of any document required in order to make a drawing under such Letter of Credit; (iv) waiver by any Letter of Credit Issuer of any requirement that exists for such Letter of Credit Issuer’s protection and not the protection of the Borrower (or any Subsidiary) or any waiver by such Letter of Credit Issuer which does not in fact materially prejudice the Borrower (or any Subsidiary); (v) any payment made by any Letter of Credit Issuer in respect of an otherwise complying item presented after the date specified as the expiration date of, or the date by which documents must be received under, such Letter of Credit if presentation after such date is authorized by the UCC, the ISP or the UCP, as applicable; (vi) any payment by any Letter of Credit Issuer under such Letter of Credit against presentation of a draft or certificate that does not strictly comply with the terms of such Letter of Credit; or any payment made by any Letter of Credit Issuer under such Letter of Credit to conform any Person purporting to be a trustee in bankruptcy, licensed insolvency trustee, debtor-in-possession, assignee for the terms benefit of creditors, liquidator, receiver or other representative of or successor to any beneficiary or any transferee of such Letter of Credit, including any arising in connection with any proceeding under the Bankruptcy Code or other applicable Bankruptcy Law; (vii) honor of a demand for payment presented electronically even if such Letter of Credit requires that demand be in the form of a draft; (viii) any adverse change in any relevant exchange rates or in the relevant currency markets generally; or (ix) any other circumstance or happening whatsoever, whether or not similar to any of the foregoing, including any other circumstance that might otherwise constitute a defense available to, or a discharge of, the Borrower (or any nonapplication Subsidiary) (other than the defense of payment or misapplication by the beneficiary of the proceeds of such Drawing; provided, however, that the performance). (c) The Borrower shall not be obligated to reimburse any Issuing Lender Letter of Credit Issuer for any wrongful payment made by such Issuing Lender Letter of Credit Issuer under a the Letter of Credit issued by it as a result of acts or omissions constituting willful misconduct misconduct, bad faith, material breach or gross negligence on the part of such Issuing Lender Letter of Credit Issuer (or any of its Related Parties) as determined by in the final non-appealable judgment of a court of competent jurisdiction in a final and non-appealable decision)jurisdiction.

Agreement to Repay Letter of Credit Drawings. (a) The Borrower agrees Borrowers, jointly and severally, hereby agree to reimburse each Issuing Lenderthe Letter of Credit Issuer, by making payment in Dollars to the Administrative Agent in immediately available funds at the Payment Office, for any payment or disbursement made by such Issuing Lender the Letter of Credit Issuer under any Letter of Credit issued by it (each such amount, amount so paid until reimbursed by the Borrowerreimbursed, an “Unpaid Drawing”)) immediately after, not later than one Business Day following receipt by and in any event on the Borrower of notice of date of, such payment or disbursement (provided that no such notice shall be required to be given if a Default or an Event of Default under Section 11.05 shall have occurred and be continuing, in which case the Unpaid Drawing shall be due and payable immediately without presentment, demand, protest or notice of any kind (all of which are hereby waived by the Borrower))payment, with interest on the amount so paid or disbursed by such Issuing Lenderthe Letter of Credit Issuer, to the extent not reimbursed prior to 12:00 Noon 5:00 p.m. (New York time) on the date of such payment or disbursement, from and including the date paid or disbursed to but excluding the date such Issuing Lender was the Letter of Credit Issuer is reimbursed by the Borrower therefor at a rate per annum equal to that shall at all times be the Base Rate ABR Margin plus the ABR as in effect from time to time plus the Applicable Margin as time, provided that, notwithstanding anything contained in effect from time to time for Revolving Loans that are maintained as Base Rate Loans; provided, however, this Agreement to the extent such amounts are not reimbursed contrary, (i) unless the Borrowers shall have notified the Administrative Agent and the Letter of Credit Issuer prior to 12:00 Noon 10:00 a.m. (New York time) on the third Business Day following the receipt by the Borrower of notice date of such payment or disbursement or following drawing that the occurrence Borrowers intend to reimburse the Letter of Credit Issuer for the amount of such drawing with funds other than the proceeds of Loans, the Borrowers shall be deemed to have given a Default or an Event Notice of Default under Section 11.05, interest Borrowing requesting that the Lenders with Commitments make Revolving Credit Loans (which shall thereafter accrue be ABR Loans) on the amounts so paid or disbursed by date on which such Issuing Lender (and until reimbursed by the Borrower) at a rate per annum drawing is honored in an amount equal to the Base Rate as in effect from time to time plus amount of such drawing and (ii) the Applicable Margin for Administrative Agent shall promptly notify each relevant L/C Participant of such drawing and the amount of its Revolving Loans that are maintained as Base Rate Loans as in effect from time to time plus 2%, with such interest Credit Loan to be payable made in respect thereof, and, subject to the conditions set forth in Section 2.1(a), each L/C Participant shall be irrevocably obligated to make a Revolving Credit Loan to the Borrowers in the manner deemed to have been requested in the amount of its Applicable Percentage of the applicable Unpaid Drawing by 12:00 noon (New York time) on demandsuch Business Day by making the amount of such Revolving Credit Loan available to the Administrative Agent. Each Issuing Lender Such Revolving Credit Loans shall give be made without regard to the Borrower prompt written notice minimum Borrowing amount for ABR Loans set forth in Section 2.2. The Administrative Agent shall use the proceeds of each Drawing under any such Revolving Credit Loans solely for purpose of reimbursing the Letter of Credit issued by it, provided that Issuer for the failure to give any such notice shall in no way affect, impair or diminish the Borrower’s obligations hereunderrelated Unpaid Drawing. (b) The obligations of the Borrower Borrowers under this Section 3.05 3.4 to reimburse each Issuing Lender the Letter of Credit Issuer with respect to drafts, demands and other presentations for payment under Letters of Credit issued by it (each, a “Drawing”) Unpaid Drawings (including, in each case, interest thereon) shall be absolute and unconditional under any and all circumstances and irrespective of any setoffset-off, counterclaim or defense to payment which that the Borrower Borrowers or any Subsidiary of the Borrower other Person may have or have had against the Letter of Credit Issuer, the Administrative Agent or any Lender (including in its capacity as an Issuing Lender or as a L/C Participant), including, without limitation, including any defense based upon the failure of any drawing under a Letter of Credit (each a “Drawing”) to conform to the terms of the Letter of Credit or any nonapplication non-application or misapplication by the beneficiary of the proceeds of such Drawing; provided, however, provided that the Borrower Borrowers shall not be obligated to reimburse any Issuing Lender the Letter of Credit Issuer for any wrongful payment made by such Issuing Lender the Letter of Credit Issuer under a the Letter of Credit issued by it as a result of acts or omissions constituting willful misconduct or gross negligence on the part of such Issuing Lender the Letter of Credit Issuer (as determined in a final non-appealable judgment by a court of competent jurisdiction in a final and non-appealable decisionjurisdiction).

Agreement to Repay Letter of Credit Drawings. (ai) The Each Borrower hereby agrees to reimburse each the Issuing LenderBank, by making payment in Dollars or the applicable Approved Currency to the Administrative Agent in immediately available funds at the Payment Office, for any payment or disbursement made by such the Issuing Lender Bank under any Letter of Credit issued by it (the amount of each such amount, amount so paid until reimbursed by the Borrowerreimbursed, an “Unpaid Drawing”)) immediately after, not later than one and in any event within two Business Day following receipt by the Borrower of notice of Days of, such payment or disbursement (provided that no such notice shall be required to be given if a Default or an Event of Default under Section 11.05 shall have occurred and be continuing, in which case the Unpaid Drawing shall be due and payable immediately without presentment, demand, protest or notice of any kind (all of which are hereby waived by the Borrower))payment, with interest on the amount so paid or disbursed by such the Issuing LenderBank, to the extent not reimbursed prior to 12:00 Noon 5:00 p.m. (New York time) on the date of second Business Day following such payment or disbursement, from and including the date paid or disbursed to but excluding the date such the Issuing Lender was Bank is reimbursed by the Borrower therefor at a rate per annum equal to that shall at all times be the Applicable Rate for Base Rate Loans plus the Base Rate as in effect from time to time plus the Applicable Margin as time, provided that, notwithstanding anything contained in effect from time to time for Revolving Loans that are maintained as Base Rate Loans; provided, however, this Agreement to the extent such amounts are not reimbursed contrary, (i) unless the applicable Borrower shall have notified the Administrative Agent and the Issuing Bank prior to 12:00 Noon 10:00 a.m. (New York time) on the third Business Day following the receipt by the Borrower of notice date of such payment or disbursement or following drawing that such Borrower intends to reimburse the occurrence Issuing Bank for the amount of such drawing with funds other than the proceeds of Loans, such Borrower be shall be deemed to have given a Default or an Event of Default under Section 11.05, interest Request for Borrowing requesting that the Lenders with Commitments make Revolving Loans (which shall thereafter accrue be Base Rate Loans) on the amounts so paid or disbursed by date on which such Issuing Lender (and until reimbursed by the Borrower) at a rate per annum drawing is honored in an amount equal to the amount of such drawing and (ii) the Administrative Agent shall promptly notify each relevant L/C Participant of such drawing and the amount of its Revolving Loan to be made in respect thereof, and, subject to the conditions set forth in Section 2.01, each L/C Participant shall be irrevocably obligated to make a Revolving Loan to such Borrower in the manner deemed to have been requested in the amount of its Applicable Percentage of the applicable Unpaid Drawing by 12:00 noon (New York time) on such Business Day by making the amount of such Revolving Loan available to the Administrative Agent. Such Revolving Loans shall be made without regard to the minimum Borrowing amount for Base Rate as in effect from time to time plus Loans. The Administrative Agent shall use the Applicable Margin for proceeds of such Revolving Loans that are maintained as Base Rate Loans as in effect from time to time plus 2%, with such interest to be payable on demand. Each solely for purpose of reimbursing the Issuing Lender shall give Bank for the Borrower prompt written notice of each Drawing under any Letter of Credit issued by it, provided that the failure to give any such notice shall in no way affect, impair or diminish the Borrower’s obligations hereunderrelated Unpaid Drawing. (bii) The obligations of the each Borrower under this Section 3.05 2.04(d) to reimburse each the Issuing Lender Bank with respect to drafts, demands and other presentations for payment under Letters of Credit issued by it (each, a “Drawing”) Unpaid Drawings (including, in each case, interest thereon) shall be absolute and unconditional under any and all circumstances and irrespective of any setoffset-off, counterclaim or defense to payment which the that any such Borrower or any Subsidiary of the Borrower other Person may have or have had against the Issuing Bank, the Administrative Agent or any Lender (including in its capacity as an Issuing Lender or as a L/C Participant), including, without limitation, including any defense based upon the failure of any drawing under a Letter of Credit to conform to the terms of the Letter of Credit or any nonapplication non-application or misapplication by the beneficiary of the proceeds of such Drawing; provideddrawing, however, provided that the no Borrower shall not be obligated to reimburse any the Issuing Lender Bank for any wrongful payment made by such the Issuing Lender Bank under a the Letter of Credit issued by it as a result of acts or omissions constituting willful misconduct or gross negligence on the part of such the Issuing Lender (as determined by a court of competent jurisdiction in a final and non-appealable decision)Bank.

Agreement to Repay Letter of Credit Drawings. (a) The Borrower hereby agrees to reimburse each Issuing Lenderthe Letter of Credit Issuer, by making payment in Dollars to the Administrative Agent in immediately available funds at the Payment Officefunds, for any payment or disbursement made by such Issuing Lender the Letter of Credit Issuer under any Letter of Credit issued by it (each such amount, amount so paid until reimbursed by the Borrowerreimbursed, an “Unpaid Drawing”), not later than ) (i) within one Business Day following receipt by after the date on which such payment or disbursement is made, if the Letter of Credit Issuer provides notice to the Borrower of notice of such payment or disbursement prior to 10:00 a.m. on the next succeeding Business Day of such payment or disbursement or (provided that no ii) if such notice shall be is received after such time, on the next Business Day following the date of receipt of such notice (such required to be given if a Default date for reimbursement under clause (i) or an Event of Default under Section 11.05 shall have occurred and be continuing(ii), in which case as applicable, the Unpaid Drawing shall be due and payable immediately without presentment, demand, protest or notice of any kind (all of which are hereby waived by the Borrower)“Reimbursement Date”), with interest on the amount so paid or disbursed by such Issuing Lenderthe Letter of Credit Issuer, to the extent not reimbursed prior to 12:00 Noon (New York time) 5:00 p.m. on the date of such payment or disbursementReimbursement Date, from and including the Reimbursement Date to the date paid or disbursed to but excluding the date such Issuing Lender was Letter of Credit Issuer is reimbursed by the Borrower therefor at a rate per annum equal to that shall at all times be the Base Rate Applicable Margin plus the ABR as in effect from time to time plus time; provided that, notwithstanding anything contained in this Agreement to the Applicable Margin contrary, (i) unless the Borrower shall have notified the Administrative Agent and the relevant Letter of Credit Issuer prior to 10:00 a.m. on the Reimbursement Date that the Borrower intends to reimburse the relevant Letter of Credit Issuer for the amount of such drawing with funds other than the proceeds of Loans, the Borrower shall be deemed to have given a Notice of Borrowing requesting that, with respect to Letters of Credit, the Lenders make Loans (which shall be ABR Loans) on the Reimbursement Date in the amount of such drawing and (ii) the Administrative Agent shall promptly notify each Lender of such drawing and the amount of its Loan to be made in respect thereof, and each L/C Participant shall be irrevocably obligated to make a Loan to the Borrower in the manner deemed to have been requested in the amount of its Commitment Percentage of the applicable Unpaid Drawing by 1:00 p.m. on such Reimbursement Date by making the amount of such Loan available to the Administrative Agent. Such Loans shall be made without regard to the Minimum Borrowing Amount. The Administrative Agent shall use the proceeds of such Loans solely for purpose of reimbursing the Letter of Credit Issuer for the related Unpaid Drawing. In the event that the Borrower fails to Cash Collateralize any Letter of Credit that is outstanding on the Maturity Date, the full amount of the Letters of Credit Outstanding in respect of such Letter of Credit shall be deemed to be an Unpaid Drawing subject to the provisions of this Section 3.4 except that the Letter of Credit Issuer shall hold the proceeds received from the Lenders as contemplated above as cash collateral for such Letter of Credit to reimburse any Drawing under such Letter of Credit and shall use such proceeds first, to reimburse itself for any Drawings made in effect from time to time for Revolving Loans that are maintained as Base Rate Loans; providedrespect of such Letter of Credit following the L/C Maturity Date, howeversecond, to the extent such amounts are not reimbursed prior to 12:00 Noon (New York time) on the third Business Day following the receipt by the Borrower of notice of such payment or disbursement or following the occurrence of a Default or an Event of Default under Section 11.05, interest shall thereafter accrue on the amounts so paid or disbursed by such Issuing Lender (and until reimbursed by the Borrower) at a rate per annum equal to the Base Rate as in effect from time to time plus the Applicable Margin for Revolving Loans that are maintained as Base Rate Loans as in effect from time to time plus 2%, with such interest to be payable on demand. Each Issuing Lender shall give the Borrower prompt written notice of each Drawing under any Letter of Credit issued by it, provided that the failure to give expires or is returned undrawn while any such notice cash collateral remains, to the repayment of obligations in respect of any Loans that have not paid at such time and third, to the Borrower or as otherwise directed by a court of competent jurisdiction. Nothing in this Section 3.4(a) shall in no way affect, impair or diminish affect the Borrower’s obligations hereunderobligation to repay all outstanding Loans when due in accordance with the terms of this Agreement. (b) The obligations of the Borrower under this Section 3.05 3.4 to reimburse each Issuing Lender the Letter of Credit Issuer with respect to drafts, demands and other presentations for payment under Letters of Credit issued by it (each, a “Drawing”) Unpaid Drawings (including, in each case, interest thereon) shall be absolute and unconditional under any and all circumstances and irrespective of any setoffset-off, counterclaim or defense to payment which that the Borrower or any Subsidiary of the Borrower other Person may have or have had against the Letter of Credit Issuer, the Administrative Agent or any Lender (including in its capacity as an Issuing Lender or as a L/C Participant), including, without limitation, including any defense based upon the failure of any drawing under a Letter of Credit (each a “Drawing”) to conform to the terms of the Letter of Credit or any nonapplication non-application or misapplication by the beneficiary of the proceeds of such Drawing; provided, however, provided that the Borrower shall not be obligated to reimburse any Issuing Lender the Letter of Credit Issuer for any wrongful payment made by such Issuing Lender the Letter of Credit Issuer under a the Letter of Credit issued by it as a result of acts or omissions constituting willful misconduct or gross negligence on the part of such Issuing Lender (as determined by a court the Letter of competent jurisdiction in a final and non-appealable decision)Credit Issuer.

Agreement to Repay Letter of Credit Drawings. (a) The Borrower agrees to reimburse each Issuing Lender, by making payment to the Administrative Agent in immediately available funds at the Payment Office, for any payment or disbursement made by such Issuing Lender under any Letter of Credit issued by it (each such amount, so paid until reimbursed by the Borrowerreimbursed, an “Unpaid Drawing”), not later than one Business Day following receipt by the Borrower of notice of such payment or disbursement (provided that no such notice shall be required to be given if a Default or an Event of Default under Section 11.05 shall have occurred and be continuing, in which case the Unpaid Drawing shall be due and payable immediately without presentment, demand, protest or notice of any kind (all of which are hereby waived by the Borrower)), with interest on the amount so paid or disbursed by such Issuing Lender, to the extent not reimbursed prior to 12:00 Noon (New York time) on the date of such payment or disbursement, from and including the date paid or disbursed to but excluding the date such Issuing Lender was reimbursed by the Borrower therefor at a rate per annum equal to the Base Rate Rate, as in effect from time to time time, plus the Applicable Margin as in effect from time to time for Revolving Loans that are maintained as Base Rate Loansminus 1.00%; provided, however, to the extent such amounts are not reimbursed prior to 12:00 Noon (New York time) on the third Business Day following the receipt by the Borrower of notice of such payment or disbursement or following the occurrence of a Default or an Event of Default under Section 11.05, interest shall thereafter accrue on the amounts so paid or disbursed by such Issuing Lender (and until reimbursed by the Borrower) at a rate per annum equal to the Base Rate as in effect from time to time plus the Applicable Margin for Revolving Loans that are maintained as Base Rate Loans as in effect from time to time plus 21%, with such interest to be payable on demand. Each Issuing Lender shall give the Borrower prompt written notice of each Drawing under any Letter of Credit issued by it, provided that the failure to give any such notice shall in no way affect, impair or diminish the Borrower’s obligations hereunder. (b) The obligations of the Borrower under this Section 3.05 to reimburse each Issuing Lender with respect to drafts, demands and other presentations for payment under Letters of Credit issued by it (each, each a “Drawing”) (including, in each case, interest thereon) shall be absolute and unconditional under any and all circumstances and irrespective of any setoff, counterclaim or defense to payment which the Borrower or any Subsidiary of the Borrower may have or have had against any Lender (including in its capacity as an Issuing Lender or as a Participant), including, without limitation, any defense based upon the failure of any drawing under a Letter of Credit to conform to the terms of the Letter of Credit or any nonapplication or misapplication by the beneficiary of the proceeds of such Drawing; provided, however, that the Borrower shall not be obligated to reimburse any Issuing Lender for any wrongful payment made by such Issuing Lender under a Letter of Credit issued by it as a result of acts or omissions constituting willful misconduct or gross negligence on the part of such Issuing Lender (as determined by a court of competent jurisdiction in a final and non-appealable decision).

Agreement to Repay Letter of Credit Drawings. (a) The Each Revolving Loan Borrower hereby severally agrees to reimburse each the respective Issuing LenderBank, by making payment in Dollars directly to the Administrative Agent in immediately available funds at the Payment Officesuch Issuing Bank, for any payment or disbursement (or, in the case of payments or disbursements made in Pounds Sterling, the Dollar Equivalent thereof) made by such Issuing Lender Bank under any Letter of Credit issued by it for the account of such Revolving Loan Borrower (with each such amountamount so paid, so paid until reimbursed by the Borrowerreimbursed, an “"Unpaid Drawing”"), not later than one Business Day following receipt by immediately after, and in any event on the Borrower of notice of date of, such payment or disbursement (provided that no such notice shall be required to be given if a Default or an Event of Default under Section 11.05 shall have occurred and be continuing, in which case the Unpaid Drawing shall be due and payable immediately without presentment, demand, protest or notice of any kind (all of which are hereby waived by the Borrower))disbursement, with interest on the amount so paid or disbursed by such Issuing LenderBank, to the extent not reimbursed prior to 12:00 Noon 2:00 P.M. (New York time or, in the case of Xxxxxxxx Letters of Credit, London time) on the date of such payment or disbursement, from and including the date paid or disbursed to but excluding the date such Issuing Lender Bank was reimbursed by Adience or Xxxxxxxx, as the Borrower case may be, therefor at a rate per annum equal to which shall be the Base Rate as in effect from time to time plus the Applicable Margin as in effect from time to time for Revolving Loans that are maintained as Base Rate Loans; provided, however, to the extent such amounts are not reimbursed prior to 12:00 Noon (New York time or, in the case of Xxxxxxxx Letters of Credit, London time) on the third Business Day following the receipt by Adience or Xxxxxxxx, as the Borrower case may be, of notice of such payment or disbursement or following upon the occurrence of a Default or an Event of Default under Section 11.0510.05, interest shall thereafter accrue on the amounts so paid or disbursed by such Issuing Lender Bank (and until reimbursed by Adience or Xxxxxxxx, as the Borrowercase may be) at a rate per annum equal to which shall be the Base Rate as in effect from time to time plus the Applicable Margin for Revolving Loans that are maintained as Base Rate Loans as in effect from time to time plus 2%, in each such case, with such interest to be payable on demand. Each The respective Issuing Lender Bank shall give Adience or Xxxxxxxx, as the Borrower case may be, prompt written notice of each Drawing under any Letter of Credit issued by itCredit, provided that the failure to give any such notice shall in no way affect, impair or diminish the respective Revolving Loan Borrower’s 's obligations hereunder. (b) The obligations of the Borrower Adience (with respect to Adience Letters of Credit) and of Xxxxxxxx (with respect to Xxxxxxxx Letters of Credit) under this Section 3.05 2.05 to reimburse each the respective Issuing Lender Bank with respect to drafts, demands and other presentations for payment under Letters of Credit issued by it (each, a “Drawing”) Unpaid Drawings (including, in each case, interest thereon) shall be absolute and unconditional under any and all circumstances and irrespective of any setoff, counterclaim or defense to payment which the Borrower or any Subsidiary of the respective Revolving Loan Borrower may have or have had against any Lender Bank (including in its capacity as an Issuing Lender issuer of the Letter of Credit or as a Participant), including, without limitation, any defense based upon the failure of any drawing under a Letter of Credit (each a "Drawing") to conform to the terms of the Letter of Credit or any nonapplication or misapplication by the beneficiary of the proceeds of such Drawing; provided, however, provided that the Borrower shall not be obligated to reimburse any Issuing Lender for any wrongful payment reimbursement made by Adience or Xxxxxxxx, as the case may be, shall be without prejudice to any claim it may have against such Issuing Lender under a Letter of Credit issued by it Bank as a result of acts or omissions constituting willful misconduct or such Issuing Bank's gross negligence on the part of such Issuing Lender (as determined by a court of competent jurisdiction in a final and non-appealable decision)or willful misconduct.

Agreement to Repay Letter of Credit Drawings. (a) The Borrower hereby agrees to reimburse each Issuing LenderLetter of Credit Issuer, by making payment to the Administrative Agent in U.S. Dollars in immediately available funds at the Payment Office, for any payment or disbursement (in the case of any such payment or disbursement under any Letter of Credit denominated in a currency other than U.S. Dollars, taking the Dollar Equivalent of the amount of the respective payment or disbursement on the date upon which the respective payment or disbursement is made) made by such Issuing Lender Letter of Credit Issuer under any Letter of Credit issued by it (each such amount, amount so paid or disbursed until reimbursed by the Borrowerreimbursed, an “Unpaid Drawing”), not ) no later than one two Business Day following receipt by Days after the Administrative Agent notifies the Borrower of such payment or disbursement, with interest on the amount so paid or disbursed by such Letter of Credit Issuer, to the extent not reimbursed prior to 2:00 P.M. (New York City time) on the date of such payment or disbursement, from and including the date paid or disbursed to but not including the date such Letter of Credit Issuer is reimbursed therefor at a rate per annum which shall be the then Applicable Margin for Revolving Loans maintained as Base Rate Loans plus the Base Rate, each as in effect from time to time (plus an additional 2% per annum if not reimbursed by the second Business Day after the date the Borrower is given notice of such payment or disbursement (disbursement), such interest also to be payable on demand; provided that no such notice it is understood and agreed, however, that the notices referred to above in this clause (a) shall not be required to be given if a Default or an Event of Default under such Section 11.05 shall have occurred and be continuing, continuing (in which case the Unpaid Drawing Drawings shall be due and payable immediately without presentment, demand, protest or notice of any kind (all of which are hereby waived by the Borrower)), with each Credit Party) and shall bear interest on the amount so paid or disbursed by such Issuing Lender, to the extent not reimbursed prior to 12:00 Noon (New York time) on the date of such payment or disbursement, from and including the date paid or disbursed to but excluding the date such Issuing Lender was reimbursed by the Borrower therefor at a rate per annum equal to which shall be (x) until the third Business Day following the respective Unpaid Drawing, the Applicable Margin for Revolving Loans maintained as Base Rate Loans plus the Base Rate Rate, each as in effect from time to time plus the Applicable Margin as in effect from time to time for Revolving Loans that are maintained as Base Rate Loans; providedtime, however, to the extent such amounts are not reimbursed prior to 12:00 Noon and (New York timey) at all times on and after the third Business Day following the receipt by respective Drawing, the rate per annum specified in preceding clause (x) plus 2%). Each Letter of Credit Issuer shall provide the Borrower of prompt notice of such any payment or disbursement or following the occurrence of a Default or an Event of Default under Section 11.05, interest shall thereafter accrue on the amounts so paid or disbursed made by such Issuing Lender (and until reimbursed by the Borrower) at a rate per annum equal to the Base Rate as in effect from time to time plus the Applicable Margin for Revolving Loans that are maintained as Base Rate Loans as in effect from time to time plus 2%, with such interest to be payable on demand. Each Issuing Lender shall give the Borrower prompt written notice of each Drawing it under any Letter of Credit issued by it, provided that although the failure to give of, or delay in, giving any such notice shall in no way affect, impair not release or diminish the Borrower’s obligations hereunder. (b) The obligations of the Borrower under this Section 3.05 3.04(a) or under any other Section of this Agreement. (b) The Borrower’s obligation under this Section 3.04 to reimburse each Issuing Lender the respective Letter of Credit Issuer with respect to drafts, demands and other presentations for payment under Unpaid Drawings on Letters of Credit issued by it (each, a “Drawing”) (including, in each case, interest thereon) shall be absolute and unconditional under any and all circumstances and irrespective of any setoff, counterclaim or defense to payment which the Borrower or any Subsidiary of the Borrower its Subsidiaries may have or have had against such Letter of Credit Issuer, any Lender (including in its capacity as an Issuing Lender Agent or as a Participant)any Lender, including, without limitation, any defense based upon the failure of any drawing under a Letter of Credit issued by it to conform to the terms of the Letter of Credit or any nonapplication or misapplication by the beneficiary of the proceeds of such Drawingdrawing; provided, however, that the Borrower shall not be obligated to reimburse any Issuing Lender such Letter of Credit Issuer for any wrongful payment made by such Issuing Lender Letter of Credit Issuer under a Letter of Credit issued by it as a result of deliberate acts or omissions constituting willful misconduct or gross negligence on the part of such Issuing Lender Letter of Credit Issuer (as determined by a court of competent jurisdiction in a final and non-appealable decision).

Agreement to Repay Letter of Credit Drawings. (a) The Borrower agrees Borrowers hereby agree to reimburse (or cause any Letter of Credit Obligor for whose account a Letter of Credit was issued to reimburse) each Issuing LenderLetter of Credit Issuer, by making payment directly to the Administrative Agent such Letter of Credit Issuer in immediately available funds at the Payment Officepayment office of such Letter of Credit Issuer, for any payment or disbursement made by such Issuing Lender Letter of Credit Issuer under any Letter of Credit issued by it (each such amount, amount so paid or disbursed until reimbursed by the Borrowerreimbursed, an “Unpaid Drawing”)) immediately after, not later than one Business Day following receipt by and in any event on the Borrower date on which, such Letter of notice Credit Issuer notifies the Borrowers (or any such other Letter of Credit Obligor for whose account such Letter of Credit was issued) of such payment or disbursement (provided that no which notice to the Borrowers (or such notice other Letter of Credit Obligor) shall be required delivered reasonably promptly after any such payment or disbursement), such payment to be given if a Default or an Event of Default under Section 11.05 shall have occurred and be continuing, made in which case the Unpaid Drawing shall be due and payable immediately without presentment, demand, protest or notice of any kind (all of which are hereby waived by the Borrower))Dollars, with interest on the amount so paid or disbursed by such Issuing LenderLetter of Credit Issuer, to the extent not reimbursed prior to 12:00 Noon 1:00 P.M. (New York timelocal time at the payment office of the Letter of Credit Issuer) on the date of such payment or disbursement, from and including the date paid or disbursed to but excluding not including the date such Issuing Lender was Letter of Credit Issuer is reimbursed by the Borrower therefor at a rate per annum equal that shall be the rate then applicable to the Base Rate as in effect from time to time plus the Applicable Margin as in effect from time to time for Revolving Loans that are maintained as Base Rate Loans; provided, however, to the extent such amounts are Loans (plus an additional 2% per annum if not reimbursed prior to 12:00 Noon (New York time) on the third Business Day following the receipt by the Borrower of notice date of such payment or disbursement or following the occurrence of a Default or an Event of Default under Section 11.05disbursement), interest shall thereafter accrue on the amounts so paid or disbursed by such Issuing Lender (and until reimbursed by the Borrower) at a rate per annum equal to the Base Rate as in effect from time to time plus the Applicable Margin for Revolving Loans that are maintained as Base Rate Loans as in effect from time to time plus 2%, with any such interest also to be payable on demand. Each Issuing Lender If by 11:00 A.M. on the Business Day immediately following notice to it of its obligation to make reimbursement in respect of an Unpaid Drawing, the Borrowers have not made such reimbursement out of its available cash on hand or a contemporaneous Borrowing hereunder, (x) the Borrowers will be deemed to have given a Notice of Borrowing for Base Rate Loans in an aggregate principal amount sufficient to reimburse such Unpaid Drawing (and the Administrative Agent shall promptly give notice to the Borrower prompt written notice Lenders of each Drawing such deemed Notice of Borrowing), (y) the Lenders shall, unless they are legally prohibited from doing so, make the Loans contemplated by such deemed Notice of Borrowing (which Loans shall be considered made under any Section 2.1 hereof), and (z) the proceeds of such Base Rate Loans shall be disbursed directly to the applicable Letter of Credit issued by itIssuer to the extent necessary to effect such reimbursement, provided that with any excess proceeds to be made available to the failure to give any such notice shall Borrowers in no way affect, impair or diminish accordance with the Borrower’s obligations hereunderapplicable provisions of this Agreement. (b) The obligations of the Borrower Borrowers’ obligation under this Section 3.05 3.3 to reimburse reimburse, or cause another Letter of Credit Obligor to reimburse, each Issuing Lender Letter of Credit Issuer with respect to drafts, demands and other presentations for payment under Letters of Credit issued by it (each, a “Drawing”) Unpaid Drawings (including, in each case, interest thereon) shall be absolute and unconditional under any and all circumstances and irrespective of any setoff, counterclaim or defense to payment which that the Borrower Borrowers or any Subsidiary other Letter of the Borrower Credit Obligor may have or have had against such Letter of Credit Issuer, the Administrative Agent, any Lender (including in its capacity as an Issuing Lender other Letter of Credit Issuer or as a Participant)any Lender, including, without limitation, any defense based upon the failure of any drawing under a Letter of Credit to conform to the terms of the Letter of Credit or any nonapplication non-application or misapplication by the beneficiary of the proceeds of such Drawingdrawing; provided, however, that the Borrower Borrowers shall not be obligated to reimburse any Issuing Lender reimburse, or cause another Letter of Credit Obligor to reimburse, a Letter of Credit Issuer for any wrongful payment made by such Issuing Lender Letter of Credit Issuer under a Letter of Credit issued by it as a result of acts or omissions constituting willful misconduct or gross negligence on the part of such Issuing Lender (as determined by a court Letter of competent jurisdiction in a final and non-appealable decision)Credit Issuer.

Agreement to Repay Letter of Credit Drawings. (a) The Borrower Company hereby agrees to reimburse each the Issuing LenderAgent, by making payment to the Administrative Agent in immediately available funds at the Payment OfficeOffice of the Administrative Agent, for any payment or disbursement made by such the Issuing Lender Agent under any Letter of Credit issued by it (each such amount, so paid until reimbursed by the Borrowerreimbursed, an “"Unpaid Drawing”"), not later than one Business Day following receipt by (i) on the Borrower of notice date of such payment or disbursement, if the Issuing Agent provides notice to the Company by 12:00 Noon (New York time) that it has made a payment or disbursement of such amount with respect to a Letter of Credit or (provided ii) by 12:00 Noon (New York time) on the next Business Day, if the Issuing Agent provides notice to the Borrower after 12:00 Noon (New York time) that no it has made a payment or disbursement of such notice shall be required amount with respect to be given if a Default or an Event Letter of Default under Section 11.05 shall have occurred and be continuingCredit, in which each case the Unpaid Drawing shall be due and payable immediately without presentment, demand, protest or notice of any kind (all of which are hereby waived by the Borrower)), together with interest on the amount so paid or disbursed by such the Issuing LenderAgent, to the extent not reimbursed prior to 12:00 Noon (New York time) on the date of such payment or disbursement, from and including the date paid or disbursed to but excluding the date such the Issuing Lender Agent was reimbursed by the Borrower Company therefor at a rate per annum equal to which shall be the Base Rate as in effect from time to time plus the Applicable Margin as in effect from time to time for Revolving Loans that are maintained as Base Rate Loanstime; provided, however, to the extent such amounts are not reimbursed prior to 12:00 Noon (New York time) on the third Business Day following the receipt by the Borrower of notice of such payment or disbursement or following the occurrence of a Default or an Event of Default under Section 11.05disbursement, interest shall thereafter accrue on the amounts so paid or disbursed by such the Issuing Lender Agent (and until reimbursed by the BorrowerCompany) at a rate per annum equal to which shall be the Base Rate as in effect from time to time plus the Applicable Margin for Revolving Loans that are maintained as Base Rate Loans as in effect from time to time plus 2%, % and with such interest to be payable on demand. Each The Issuing Lender Agent shall give the Borrower Company prompt written notice of each Drawing under any Letter of Credit issued by itCredit, provided that the failure to give any such notice shall in no way affect, impair or diminish the Borrower’s Company's obligations hereunder. (b) The obligations of the Borrower Company under this Section 3.05 2.05 to reimburse each the Issuing Lender Agent with respect to drafts, demands and other presentations for payment under drawings on Letters of Credit issued by it (each, a “"Drawing”") (including, in each case, interest thereon) shall be absolute and unconditional under any and all circumstances and irrespective of any setoff, counterclaim or defense to payment which the Borrower or any Subsidiary of the Borrower Company may have or have had against any Lender Bank (including in its capacity as an Issuing Lender or as a Participant), including, without limitation, any defense based upon the failure of any drawing under a Letter of Credit to conform to the terms issuer of the Letter of Credit or as Participant), or any nonapplication non-application or misapplication by the beneficiary of the proceeds of such Drawing; provided, however, the Issuing Agent's only obligation to the Company being to confirm that the Borrower shall not any documents required to be obligated to reimburse any Issuing Lender for any wrongful payment made by delivered under such Issuing Lender under a Letter of Credit issued appear to have been delivered and that they appear to comply on their face with the requirements of such Letter of Credit. Any action taken or omitted to be taken by it as a result the Issuing Agent under or in connection with any Letter of acts Credit, if taken or omissions constituting willful misconduct or omitted in the absence of gross negligence on or willful misconduct, shall not create for the part Issuing Agent any resulting liability to the Company or any of such Issuing Lender (as determined by a court of competent jurisdiction in a final and non-appealable decision)its Subsidiaries.

Agreement to Repay Letter of Credit Drawings. (a) The Borrower hereby agrees to reimburse each Issuing Lenderthe respective Letter of Credit Issuer, by making payment to the Administrative Agent in U.S. Dollars and immediately available funds at the Payment Administrative Agent’s Office, for any payment or disbursement made by such Issuing Lender Letter of Credit Issuer under any Letter of Credit issued by it (each such amount, amount so paid until reimbursed by the Borrowerreimbursed, an “Unpaid Drawing”)) promptly after, not later than and in any event within one Business Day following receipt after the date of, notice given by such Letter of Credit Issuer to the Borrower of such payment (which notice each Letter of such Credit Issuer hereby agrees to give promptly after the making of any payment or disbursement (under a Letter of Credit, provided that no such notice shall be required to be given if a Default or an Event of Default under Section 11.05 9.05 shall have occurred and be continuing, in which case the Unpaid Drawing shall be due and payable immediately without presentment, demand, protest or notice of any kind (all of which are hereby waived by the Borrower)), with interest on the amount so paid or disbursed by such Issuing LenderLetter of Credit Issuer, to the extent not reimbursed prior to 12:00 Noon 1:00 P.M. (New York time) on the date of such payment or disbursement, from and including the date paid or disbursed to but excluding the date such Issuing Lender was Letter of Credit Issuer is reimbursed by the Borrower therefor therefor, at a rate per annum equal to which shall be the Base Applicable Margin for Revolving Loans maintained as Reference Rate Loans plus the Reference Rate as in effect from time to time (plus the Applicable Margin as in effect from time to time for Revolving Loans that are maintained as Base Rate Loans; provided, however, to the extent such amounts are an additional 2% per annum if not reimbursed prior to 12:00 Noon (New York time) on by the third second Business Day following the receipt by the Borrower of any such notice of such payment or disbursement or following the occurrence of a Default or an Event of Default under Section 11.05disbursement), interest shall thereafter accrue on the amounts so paid or disbursed by such Issuing Lender (and until reimbursed by the Borrower) at a rate per annum equal to the Base Rate as in effect from time to time plus the Applicable Margin for Revolving Loans that are maintained as Base Rate Loans as in effect from time to time plus 2%, with such interest to be payable on demand. Each Issuing Lender shall give Notwithstanding the Borrower prompt written notice of each Drawing under any foregoing, to the extent that a Letter of Credit issued by itIssuer of a Letter of Credit denominated in a currency other than U.S. Dollars has agreed in writing to such arrangement at the time of the issuance of such Letter of Credit, the Borrower shall reimburse any Drawing thereunder in the currency in which such Letter of Credit is denominated; provided that the failure to give (x) if any such Drawing is made at a time when there exists an Event of Default or (y) if such reimbursement is not made by the close of business two Business Days after the Borrower has received notice of such Drawing, then, in either such case, such reimbursement shall instead be made in no way affect, impair or diminish U.S. Dollars and in immediately available funds (with the Borrower’s obligations hereunderamount of such reimbursement to be calculated as provided in Section 12.07(c)). (b) The Borrower’s obligations of the Borrower under this Section 3.05 2.04 to reimburse each Issuing Lender Letter of Credit Issuer with respect to drafts, demands and other presentations for payment under Letters of Credit issued by it (each, a “Drawing”) Unpaid Drawings (including, in each case, interest thereon) issued by it shall be absolute and unconditional under any and all circumstances and irrespective of any setoff, counterclaim or defense to payment which the Borrower or any Subsidiary of the Borrower other Person may have or have had against any Lender (including in its capacity as an Issuing Lender a Letter of Credit Issuer or as a Participant), including, without limitation, any defense based upon the failure of any drawing under a Letter of Credit (each, a “Drawing”) to conform to the terms of the Letter of Credit or any nonapplication non-application or misapplication by the beneficiary of the proceeds of such Drawing; provided, however, provided that the Borrower shall not be obligated to reimburse any Issuing Lender the respective Letter of Credit Issuer for any wrongful payment made by such Issuing Lender Letter of Credit Issuer under a Letter of Credit issued by it as a result of acts or omissions constituting willful misconduct or gross negligence on the part of such Issuing Lender (as determined by a court of competent jurisdiction in a final and non-appealable decision)on the part of such Letter of Credit Issuer.

Agreement to Repay Letter of Credit Drawings. (a) The Each Borrower hereby agrees to reimburse each Issuing Lender, by making payment to the Administrative Facility Agent in Pounds Sterling (or, in the case of any unreimbursed payment made in a currency other than Pounds Sterling, the Pounds Sterling Equivalent of such payment or disbursement as determined by the respective Issuing Lender on the date of such payment or disbursement) in immediately available funds at the Payment Office, for any payment or disbursement made by such Issuing Lender under any Letter of Credit issued by it for the account of such Borrower, as the case may be (each such amountamount (or the Pounds Sterling Equivalent thereof, as the case may be), so paid until reimbursed by such Borrower, as the Borrowercase may be, an “Unpaid Drawing”), not later than one Business Day following receipt by any such Borrower, as the Borrower case may be, of notice of such payment or disbursement (provided that no such notice shall be required to be given if a Default or an Event of Default under Section 11.05 11.01(e) shall have occurred and be continuing, in which case the Unpaid Drawing shall be due and payable immediately without presentment, demand, protest or notice of any kind (all of which are hereby waived by the BorrowerBorrowers)), with interest on the amount so paid or disbursed by such Issuing Lender, to the extent not reimbursed prior to 12:00 Noon (New York London time) on the date of such payment or disbursement, from and including the date paid or disbursed to but excluding the date such Issuing Lender was reimbursed by such Borrower, as the Borrower therefor case may be, at a rate per annum equal to the Base applicable Euro Rate as in effect from time to time plus the Applicable Margin as in effect from time to time for Revolving Loans that are maintained as Base Rate U.S. Dollar Loans; provided, however, to the extent such amounts are not reimbursed prior to 12:00 Noon (New York London time) on the third Business Day following the receipt by any such Borrower, as the Borrower case may be, of notice of such payment or disbursement or following the occurrence of a Default or an Event of Default under Section 11.0511.01(e), interest shall thereafter accrue on the amounts so paid or disbursed by such Issuing Lender (and until reimbursed by such Borrower, as the Borrower) case may be, at a rate per annum equal to the Base applicable Euro Rate as in effect from time to time plus the Applicable Margin for Revolving Loans that are maintained as Base Rate U.S. Dollar Loans as in effect from time to time plus 2%, with such interest to be payable on demand. Each Issuing Lender shall give the Borrower Borrowers prompt written notice of each Drawing under any Letter of Credit issued by itit for the account of such Borrower, as the case may be; provided that the failure to give any such notice shall in no way affect, impair or diminish the Borrower’s obligations of such Borrowers hereunder. (b) The obligations of the such Borrower under this Section 3.05 to reimburse each Issuing Lender with respect to drafts, demands and other presentations for payment under Letters of Credit issued by it (each, a “Drawing”) (including, in each case, interest thereon) shall be absolute and unconditional under any and all circumstances and irrespective of any setoff, counterclaim or defense to payment which the Borrower or any Subsidiary of the Borrower Group Member may have or have had against any Lender (including in its capacity as an Issuing Lender or as a Participant), including, without limitation, any defense based upon the failure of any drawing under a Letter of Credit to conform to the terms of the Letter of Credit or any nonapplication or misapplication by the beneficiary of the proceeds of such Drawing; provided, however, that the no Borrower shall not be obligated to reimburse any Issuing Lender for any wrongful payment made by such Issuing Lender under a Letter of Credit issued by it as a result of acts or omissions constituting willful misconduct misconduct, or gross negligence negligence, faith on the part of such Issuing Lender (as determined by a court of competent jurisdiction in a final and non-appealable decision). (c) If any Lender becomes a Defaulting Lender at any time that any Letter of Credit is outstanding, such Borrowers shall enter into Back-Stop Arrangements with the relevant Issuing Lender or Issuing Lenders no later than two Business Days after the date such Lender becomes a Defaulting Lender.

Agreement to Repay Letter of Credit Drawings. (a) The Borrower agrees to reimburse each Issuing LenderBank, by making payment to the Administrative Agent in immediately available funds at the Payment Office, for any payment or disbursement made by such Issuing Lender Bank under any Letter of Credit issued by it (each such amount, so paid until reimbursed by the Borrowerreimbursed, an “"Unpaid Drawing”"), not later than one Business Day following receipt by the Borrower of notice of such payment or disbursement (provided that no such notice shall be required to be given if a Default or an Event of Default under Section 11.05 10.05 shall have occurred and be continuing, in which case the Unpaid Drawing shall be due and payable immediately without presentment, demand, protest or notice of any kind (all of which are hereby waived by the Borrower)), with interest on the amount so paid or disbursed by such Issuing LenderBank, to the extent not reimbursed prior to 12:00 Noon 1:00 P.M. (New York time) on the date of such payment or disbursement, from and including the date paid or disbursed to but excluding the date such Issuing Lender Bank was reimbursed by the Borrower therefor at a rate per annum equal to which shall be the Base Rate as in effect from time to time plus the Applicable Margin as in effect from time to time for Revolving Loans that are maintained as Base Rate Loanstime; provided, however, to the extent such amounts are not reimbursed prior to 12:00 Noon (New York time) on the third Business Day following the receipt by the Borrower of notice of such payment or disbursement or following during the occurrence continuance of a Default or an Event of Default under Section 11.0510.05, interest shall thereafter accrue on the amounts so paid or disbursed by such Issuing Lender Bank (and until reimbursed by the Borrower) at a rate per annum equal to which shall be the Base Rate as in effect from time to time plus the Applicable Margin for Revolving Loans that are maintained as Base Rate Loans as in effect from time to time plus 2%, in each such case, with such interest to be payable on demand. Each Issuing Lender Bank shall use its best efforts to give the Borrower notice of the date and amount of any draft presented under any Letter of Credit prior to payment thereof and shall give the Borrower prompt written notice of each Drawing under any Letter of Credit issued by it, provided that the failure to give any such notice shall in no way affect, impair or diminish the Borrower’s 's obligations hereunder. (b) The obligations of the Borrower under this Section 3.05 2.05 to reimburse each Issuing Lender Bank with respect to drafts, demands and other presentations for payment under Letters of Credit issued by it (each, a “Drawing”) Unpaid Drawings (including, in each case, interest thereon) shall be absolute and unconditional under any and all circumstances and irrespective of any setoff, counterclaim or defense to payment which the Borrower or any Subsidiary of the Borrower may have or have had against any Lender Bank (including in its capacity as an Issuing Lender issuer of the Letter of Credit or as a Participant), including, without limitation, any defense based upon the failure of any drawing or payment under a Letter of Credit (each a "Drawing") to conform to the terms of the Letter of Credit or any nonapplication or misapplication by the beneficiary of the proceeds of such Drawing; provided, however, that the Borrower shall not be obligated to reimburse any the respective Issuing Lender Bank for any wrongful payment made by such Issuing Lender Bank under a Letter of Credit issued by it as a result of acts or omissions taken in contravention of the standards of care mandated by the law governing the applicable Letter of Credit or constituting willful misconduct or gross negligence on the part of such Issuing Lender (as determined by a court of competent jurisdiction in a final and non-appealable decision)Bank.

Agreement to Repay Letter of Credit Drawings. (a) The Each U.S. Borrower hereby jointly and severally agrees to reimburse each Issuing Lender, by making payment to the Administrative Agent in U.S. Dollars in immediately available funds at the Payment Office, for any payment or disbursement made by such Issuing Lender under any Letter of Credit issued by it (each such amount, so paid until reimbursed by the a U.S. Borrower, an “Unpaid Drawing”), not later than one Business Day following receipt by the any U.S. Borrower of notice of such payment or disbursement (provided that no such notice shall be required to be given if a Default or an Event of Default under Section 11.05 shall have occurred and be continuing, in which case the Unpaid Drawing shall be due and payable immediately without presentment, demand, protest or notice of any kind (all of which are hereby waived by the BorrowerU.S. Borrowers)), with interest on the amount so paid or disbursed by such Issuing Lender, to the extent not reimbursed prior to 12:00 Noon (New York City time) on the date of such payment or disbursement, from and including the date paid or disbursed to but excluding the date such Issuing Lender was reimbursed by the a U.S. Borrower therefor at a rate per annum equal to the Base Rate as in effect from time to time plus the Applicable Margin as in effect from time to time for U.S. Borrower Revolving Loans that are maintained as Base Rate Loans; provided, however, to the extent such amounts are not reimbursed prior to 12:00 Noon (New York City time) on the third Business Day following the receipt by the any U.S. Borrower of notice of such payment or disbursement or following the occurrence and during the continuance of a Default or an Event of Default under Section 11.05, interest shall thereafter accrue on the amounts so paid or disbursed by such Issuing Lender (and until reimbursed by the BorrowerU.S. Borrowers) at a rate per annum equal to the Base Rate as in effect from time to time plus the Applicable Margin for U.S. Borrower Revolving Loans that are maintained as Base Rate Loans as in effect from time to time plus 2%, with such interest to be payable on demand. Each Issuing Lender shall give the Borrower U.S. Borrowers prompt written notice of each Drawing under any Letter of Credit issued by it, ; provided that the failure to give any such notice shall in no way affect, impair or diminish the Borrower’s U.S. Borrowers’ obligations hereunder. (b) The joint and several obligations of the Borrower U.S. Borrowers under this Section 3.05 to reimburse each Issuing Lender with respect to drafts, demands and other presentations for payment under Letters of Credit issued by it (each, a “Drawing”) (including, in each case, interest thereon) shall be absolute absolute, unconditional and unconditional irrevocable under any and all circumstances and irrespective of any setoff, counterclaim or defense to payment which the any U.S. Borrower, any other Subsidiary of any U.S. Borrower or any Subsidiary of the Borrower Holdings may have or have had against any Lender (including in its capacity as an Issuing Lender or as a Participant), including, without limitation, any defense based upon the failure of any drawing under a Letter of Credit to conform to the terms of the Letter of Credit or any nonapplication or misapplication by the beneficiary of the proceeds of such Drawing; provided, however, that the no U.S. Borrower shall not be obligated to reimburse any Issuing Lender for any wrongful payment made by such Issuing Lender under a Letter of Credit issued by it as a result of acts or omissions constituting gross negligence, willful misconduct or gross negligence bad faith on the part of such Issuing Lender (as determined by a court of competent jurisdiction in a final and non-appealable decision).

Agreement to Repay Letter of Credit Drawings. (a) The Each Borrower hereby agrees to reimburse each Issuing Lenderthe relevant Letter of Credit Issuer, by making payment in the currency in which the relevant Letter of Credit is issued, to the Administrative Agent in immediately available funds at the Payment Officefunds, for any payment or disbursement made by such Issuing Lender the Letter of Credit Issuer under any Letter of Credit issued by it (each such amount, amount so paid until reimbursed by the Borrowerreimbursed, an “Unpaid Drawing”), not ) no later than one the date that is three Business Day following receipt by Days after the date on which the relevant Borrower of receives notice of such payment or disbursement (provided that no such notice shall be required to be given if a Default or an Event of Default under Section 11.05 shall have occurred and be continuing, in which case the Unpaid Drawing shall be due and payable immediately without presentment, demand, protest or notice of any kind (all of which are hereby waived by the Borrower)“Reimbursement Date”), with interest on the amount so paid or disbursed by such Issuing Lenderthe Letter of Credit Issuer, to the extent not reimbursed prior to 12:00 Noon (New York time) 5:00 p.m. on the date of such payment or disbursement, from and including the date paid on which such payment or disbursed disbursement was made by the Letter of Credit Issuer to but excluding the date such Issuing Lender was the Letter of Credit Issuer is reimbursed by the Borrower therefor at a rate per annum equal to that shall at all times be the Base Applicable ABR Margin plus the ABR Rate as in effect from time to time plus the Applicable Margin as time, provided that, notwithstanding anything contained in effect from time to time for Revolving Loans that are maintained as Base Rate Loans; provided, however, this Agreement to the extent such amounts are not reimbursed prior to 12:00 Noon contrary, (New York timei) on unless the third Business Day following relevant Borrower shall have notified the receipt by Administrative Agent and the Borrower of notice of such payment or disbursement or following the occurrence of a Default or an Event of Default under Section 11.05, interest shall thereafter accrue on the amounts so paid or disbursed by such Issuing Lender (and until reimbursed by the Borrower) at a rate per annum equal to the Base Rate as in effect from time to time plus the Applicable Margin for Revolving Loans that are maintained as Base Rate Loans as in effect from time to time plus 2%, with such interest to be payable on demand. Each Issuing Lender shall give the Borrower prompt written notice of each Drawing under any relevant Letter of Credit issued by it, provided Issuer prior to 10:00 a.m. at least two Business Days prior to the Reimbursement Date that the failure to give any such notice shall in no way affect, impair or diminish the Borrower’s obligations hereunder. (b) The obligations of the Borrower under this Section 3.05 intends to reimburse each Issuing Lender the relevant Letter of Credit Issuer for the amount of such drawing with funds other than the proceeds of Loans, such Borrower shall be deemed to have given a Notice of Borrowing requesting that, with respect to drafts, demands and other presentations for payment under Letters of Credit issued by it (eachCredit, a “Drawing”) (includingthe Lenders make Loans on the Reimbursement Date in the relevant currency in the amount of such Unpaid Drawing which Loans, in the case of Unpaid Drawings denominated in US Dollars, shall be ABR Loans, in the case of Unpaid Drawings denominated in the Base Currency, shall be EURIBOR Loans and in the case of Unpaid Drawings denominated in any Alternative Currency other than US Dollars, shall be LIBOR Loans; and (ii) the Administrative Agent shall promptly notify each caserelevant L/C Participant of such drawing and the amount of its Loan to be made on the Reimbursement Date in respect thereof, interest thereonand each L/C Participant shall be obligated to make a Loan to the relevant Borrower in the manner deemed to have been requested in the amount of its Commitment Percentage of the applicable Unpaid Drawing by 12:00 noon on such Reimbursement Date by making the amount of such Loan available to the Administrative Agent if, and only if, there are Available Commitments sufficient to make such Loan and the conditions set forth in Section 7 (other than the delivery of a Notice of Borrowing) shall be absolute and unconditional under any and all circumstances and irrespective of any setoff, counterclaim or defense to payment which the Borrower or any Subsidiary of the Borrower may have or have had against any Lender (including in its capacity as an Issuing Lender or as a Participant), including, satisfied. Such Loans shall be made without limitation, any defense based upon the failure of any drawing under a Letter of Credit to conform regard to the terms Minimum Borrowing Amount or multiples. The initial interest period for any EURIBOR Loan or LIBOR Loan made pursuant to this Section 3.4 shall be one month. The Administrative Agent shall use the proceeds of such Loans solely for purpose of reimbursing the Letter of Credit or any nonapplication or misapplication by Issuer for the beneficiary of the proceeds of such related Unpaid Drawing; provided, however, that the Borrower shall not be obligated to reimburse any Issuing Lender for any wrongful payment made by such Issuing Lender under a Letter of Credit issued by it as a result of acts or omissions constituting willful misconduct or gross negligence on the part of such Issuing Lender (as determined by a court of competent jurisdiction in a final and non-appealable decision).

Agreement to Repay Letter of Credit Drawings. (a) The Borrower agrees to reimburse each Issuing Lender, by making payment to the Administrative Agent in immediately available funds at the Payment Office, for any payment or disbursement made by such Issuing Lender under any Letter of Credit issued by it (each such amount, so paid until reimbursed by the Borrower, an “Unpaid Drawing”), not later than one Business Day following receipt by the Borrower of notice of such payment or disbursement (provided that no such notice shall be required to be given if a Default or an Event of Default under Section 11.05 shall have occurred and be continuing, in which case the Unpaid Drawing shall be due and payable immediately without presentment, demand, protest or notice of any kind (all of which are hereby waived by the Borrower)), with interest on the amount so paid or disbursed by such Issuing Lender, to the extent not reimbursed prior to 12:00 Noon (New York City time) on the date of such payment or disbursement, from and including the date paid or disbursed to but excluding the date such Issuing Lender was reimbursed by the Borrower therefor at a rate per annum equal to the Base Rate as in effect from time to time plus the Applicable Margin as in effect from time to time for Revolving Loans that are maintained as Base Rate Loans; , provided, however, to the extent such amounts are not reimbursed prior to 12:00 Noon (New York City time) on the third Business Day following the receipt by the Borrower of notice of such payment or disbursement or following the occurrence of a Default or an Event of Default under Section 11.05, interest shall thereafter accrue on the amounts so paid or disbursed by such Issuing Lender (and until reimbursed by the Borrower) at a rate per annum equal to the Base Rate as in effect from time to time plus the Applicable Margin for Revolving Loans that are maintained as Base Rate Loans as in effect from time to time plus 2%, with such interest to be payable on demand. Each Issuing Lender shall give the Borrower prompt written notice of each Drawing under any Letter of Credit issued by it, provided that the failure to give any such notice shall in no way affect, impair or diminish the Borrower’s obligations hereunder. (b) The obligations of the Borrower under this Section 3.05 to reimburse each Issuing Lender with respect to drafts, demands and other presentations for payment under Letters of Credit issued by it (each, a “Drawing”) (including, in each case, interest thereon) shall be absolute and unconditional under any and all circumstances and irrespective of any setoff, counterclaim or defense to payment which the Borrower or any Subsidiary of the Borrower its Subsidiaries may have or have had against any Lender (including in its capacity as an Issuing Lender or as a Participant), including, without limitation, any defense based upon the failure of any drawing Drawing under a Letter of Credit to conform to the terms of the Letter of Credit or any nonapplication or misapplication by the beneficiary of the proceeds of such Drawing; provided, however, that the Borrower shall not be obligated to reimburse any Issuing Lender for any wrongful payment made by such Issuing Lender under a Letter of Credit issued by it as a result of acts or omissions constituting willful misconduct or gross negligence on the part of such Issuing Lender (as determined by a court of competent jurisdiction in a final and non-appealable decision).

Agreement to Repay Letter of Credit Drawings. (a) The Borrower agrees to reimburse each Issuing Lender, by making payment to the Administrative Agent in immediately available funds at the Payment Office, for any payment or disbursement made by such Issuing Lender under any Letter of Credit issued by it (each such amount, so paid until reimbursed by the Borrowerreimbursed, an “Unpaid Drawing”), not later than one Business Day following receipt by the Borrower of notice of such payment or disbursement (provided that no such notice shall be required to be given if a Default or an Event of Default under Section 11.05 shall have occurred and be continuing, in which case the Unpaid Drawing shall be due and payable immediately without presentment, demand, protest or notice of any kind (all of which are hereby waived by the Borrower)), with interest on the amount so paid or disbursed by such Issuing Lender, to the extent not reimbursed prior to 12:00 Noon (New York time) on the date of such payment or disbursement, from and including the date paid or disbursed to but excluding the date such Issuing Lender was reimbursed by the Borrower therefor at a rate per annum equal to the Base Rate as in effect from time to time plus the Applicable Margin as in effect from time to time for Revolving Loans that are maintained as Base Rate Loans; provided, however, to the extent such amounts are not reimbursed prior to 12:00 Noon (New York time) on the third Business Day following the receipt by the Borrower of notice of such payment or disbursement or following the occurrence of a Default or an Event of Default under Section 11.05, interest shall thereafter accrue on the amounts so paid or disbursed by such Issuing Lender (and until reimbursed by the Borrower) at a rate per annum equal to the Base Rate as in effect from time to time plus the Applicable Margin for Revolving Loans that are maintained as Base Rate Loans as in effect from time to time plus 2%, with such interest to be payable on demand. Each Issuing Lender shall give the Borrower prompt written notice of each Drawing under any Letter of Credit issued by it, provided that the failure to give any such notice shall in no way affect, impair or diminish the Borrower’s obligations hereunder. (b) The obligations of the Borrower under this Section 3.05 to reimburse each Issuing Lender with respect to drafts, demands and other presentations for payment under Letters of Credit issued by it (each, a “Drawing”) (including, in each case, interest thereon) shall be absolute and unconditional under any and all circumstances and irrespective of any setoff, counterclaim or defense to payment which the Borrower or any Subsidiary of the Borrower may have or have had against any Lender (including in its capacity as an Issuing Lender or as a Participant), including, without limitation, including any defense based upon the failure of any drawing under a Letter of Credit to conform to the terms of the Letter of Credit or any nonapplication or misapplication by the beneficiary of the proceeds of such Drawing; provided, however, that the Borrower shall not be obligated to reimburse any Issuing Lender for any wrongful payment made by such Issuing Lender under a Letter of Credit issued by it as a result of acts or omissions constituting willful misconduct or gross negligence on the part of such Issuing Lender (as determined by a court of competent jurisdiction in a final and non-appealable decision).

Agreement to Repay Letter of Credit Drawings. (a) The Borrower hereby agrees to reimburse (or cause any Letter of Credit Obligor for whose account a Letter of Credit was issued to reimburse) each Issuing LenderLetter of Credit Issuer, by making payment directly to the Administrative Agent such Letter of Credit Issuer in immediately available funds at the Payment Officepayment office of such Letter of Credit Issuer, for any payment or disbursement made by such Issuing Lender Letter of Credit Issuer under any Letter of Credit issued by it (each such amount, amount so paid or disbursed until reimbursed by the Borrowerreimbursed, an “Unpaid Drawing”)) immediately after, not later than one Business Day following receipt by and in any event on the date on which, such Letter of Credit Issuer notifies the Borrower (or any such other Letter of notice Credit Obligor for whose account such Letter of Credit was issued) of such payment or disbursement (provided that no which notice to the Borrower (or such notice other Letter of Credit Obligor) shall be required delivered reasonably promptly after any such payment or disbursement), such payment to be given if a Default or an Event of Default under Section 11.05 shall have occurred and be continuing, made in which case the Unpaid Drawing shall be due and payable immediately without presentment, demand, protest or notice of any kind (all of which are hereby waived by the Borrower))Dollars, with interest on the amount so paid or disbursed by such Issuing LenderLetter of Credit Issuer, to the extent not reimbursed prior to 12:00 Noon 1:00 P.M. (New York timelocal time at the payment office of the Letter of Credit Issuer) on the date of such payment or disbursement, from and including the date paid or disbursed to but excluding not including the date such Issuing Lender was Letter of Credit Issuer is reimbursed by the Borrower therefor at a rate per annum equal that shall be the rate then applicable to the Base Rate as in effect from time to time plus the Applicable Margin as in effect from time to time for Revolving Loans that are maintained as Base Rate Loans; provided, however, to the extent such amounts are Loans (plus an additional 2% per annum if not reimbursed prior to 12:00 Noon (New York time) on the third Business Day following the receipt by the Borrower of notice date of such payment or disbursement or following the occurrence of a Default or an Event of Default under Section 11.05disbursement), interest shall thereafter accrue on the amounts so paid or disbursed by such Issuing Lender (and until reimbursed by the Borrower) at a rate per annum equal to the Base Rate as in effect from time to time plus the Applicable Margin for Revolving Loans that are maintained as Base Rate Loans as in effect from time to time plus 2%, with any such interest also to be payable on demand. Each Issuing Lender shall give If by 11:00 A.M. on the Business Day immediately following notice to it of its obligation to make reimbursement in respect of an Unpaid Drawing, the Borrower prompt written has not made such reimbursement out of its available cash on hand or a contemporaneous Borrowing hereunder, (x) the Borrower will be deemed to have given a Notice of Borrowing for Base Rate Loans in an aggregate principal amount sufficient to reimburse such Unpaid Drawing (and the Administrative Agent shall promptly give notice to the Lenders of each Drawing such deemed Notice of Borrowing), (y) the Lenders shall, unless they are legally prohibited from doing so, make the Loans contemplated by such deemed Notice of Borrowing (which Loans shall be considered made under any Section 2.1 hereof), and (z) the proceeds of such Base Rate Loans shall be disbursed directly to the applicable Letter of Credit issued by itIssuer to the extent necessary to effect such reimbursement, provided that with any excess proceeds to be made available to the failure to give any such notice shall Borrower in no way affect, impair or diminish accordance with the Borrower’s obligations hereunderapplicable provisions of this Agreement. (b) The obligations of the Borrower Borrower’s obligation under this Section 3.05 3.3 to reimburse reimburse, or cause another Letter of Credit Obligor to reimburse, each Issuing Lender Letter of Credit Issuer with respect to drafts, demands and other presentations for payment under Letters of Credit issued by it (each, a “Drawing”) Unpaid Drawings (including, in each case, interest thereon) shall be absolute and unconditional under any and all circumstances and irrespective of any setoff, counterclaim or defense to payment which that the Borrower or any Subsidiary other Letter of the Borrower Credit Obligor may have or have had against such Letter of Credit Issuer, the Administrative Agent, any Lender (including in its capacity as an Issuing Lender other Letter of Credit Issuer or as a Participant)any Lender, including, without limitation, any defense based upon the failure of any drawing under a Letter of Credit to conform to the terms of the Letter of Credit or any nonapplication non-application or misapplication by the beneficiary of the proceeds of such Drawingdrawing; provided, however, that the Borrower shall not be obligated to reimburse any Issuing Lender reimburse, or cause another Letter of Credit Obligor to reimburse, a Letter of Credit Issuer for any wrongful payment made by such Issuing Lender Letter of Credit Issuer under a Letter of Credit issued by it as a result of acts or omissions constituting willful misconduct or gross negligence on the part of such Issuing Lender (as determined by a court Letter of competent jurisdiction in a final and non-appealable decision)Credit Issuer.

Agreement to Repay Letter of Credit Drawings. (a) The Each Borrower hereby agrees to reimburse each Issuing Lenderthe Letter of Credit Issuer, by making payment with respect to any drawing under any Letter of Credit issued for the account of such Borrower (or under which such Borrower is the primary obligor) in the currency of such Letter of Credit. Any such reimbursement shall be made by the applicable Borrower to the Administrative Agent in immediately available Same Day Funds (whether with its own funds at or with the Payment Office, proceeds of any Borrowings under this Agreement) for any payment or disbursement made by such Issuing Lender the Letter of Credit Issuer under any Letter of Credit issued by it (each such amount, amount so paid until reimbursed by the Borrowerreimbursed, an “Unpaid Drawing”), not ) no later than the date that is one (1) Business Day following receipt by after the date on which the Borrower of Representative receives written notice of such payment or disbursement (provided that no such notice shall be required to be given if a Default or an Event of Default under Section 11.05 shall have occurred and be continuing, in which case the Unpaid Drawing shall be due and payable immediately without presentment, demand, protest or notice of any kind (all of which are hereby waived by the Borrower)“Reimbursement Date”), with interest on the amount so paid or disbursed by such Issuing Lenderthe Letter of Credit Issuer, to the extent not reimbursed prior to 12:00 Noon 5:00 p.m. (New York Toronto time) on the date of such payment or disbursementReimbursement Date, from and including the Reimbursement Date to the date paid or disbursed to but excluding the date such Issuing Lender was Letter of Credit Issuer is reimbursed by the Borrower therefor at a rate per annum equal that shall at all times be (u) the Applicable Margin for Prime Rate Loans that are Revolving Credit Loans, plus the Prime Rate as in effect from time to time if the payment or reimbursement obligation is in Dollars, (v) the Applicable Margin for ABR Loans that are Revolving Credit Loans, plus the ABR as in effect from time to time if the payment or reimbursement obligation is in U.S. Dollars, (w) the Applicable Margin for European Base Rate Loans that are Revolving Credit Loans, plus the European Base Rate as in effect from time to time plus if the payment or reimbursement obligation is in Euros, (x) the Applicable Margin as in effect from time to time for Revolving LIBOR Loans that are maintained as Base Rate Revolving Credit Loans; provided, however, to plus the extent such amounts are not reimbursed prior to 12:00 Noon (New York time) on the third Business Day following the receipt by the Borrower of notice of such payment or disbursement or following the occurrence of a Default or an Event of Default under Section 11.05, interest shall thereafter accrue on the amounts so paid or disbursed by such Issuing Lender (and until reimbursed by the Borrower) at a rate per annum equal to the Base LIBO Rate as in effect from time to time plus if the Applicable Margin payment or reimbursement obligation is in Pounds Sterling, (y) the rate referred to in clause (u) above in respect of Letters of Credit issued to CGI Borrower in any currency other than Dollars, U.S. Dollars or Pounds Sterling on the Equivalent Amount in Dollars of the reimbursement obligation, and (z) the rate referred to in clause (v) above in respect of Letters of Credit issued to Swiss Borrower in any currency other than U.S. Dollars, Euros or Pounds Sterling on the Equivalent Amount in U.S. Dollars of the reimbursement obligation; provided that, notwithstanding anything contained in this Agreement to the contrary, (i) unless the Borrower Representative shall have notified the Administrative Agent and the relevant Letter of Credit Issuer prior to 1:00 p.m. (Toronto time) on the Reimbursement Date that the Borrower intends to reimburse the relevant Letter of Credit Issuer for Revolving the amount of such drawing with funds other than the proceeds of Loans, the Borrower Representative shall be deemed to have given a Notice of Borrowing requesting that, with respect to Letters of Credit, the Lenders make Prime Rate Loans that are maintained as for Letters of Credit in Dollars (which shall be Prime Rate Loans), ABR Loans for Letters of Credit in U.S. Dollars (which shall be ABR Loans), European Base Rate Loans as for Letters of Credit in effect from time to time plus 2%, with Euros (which shall be European Base Rate Loans) or LIBOR Loans for Letters of Credit in Pounds Sterling (which shall be LIBOR Loans) on the Reimbursement Date in the amount of such interest drawing and (ii) the Administrative Agent shall promptly notify each L/C Participant of such drawing and the amount of its Revolving Loan to be payable made in respect thereof, and each L/C Participant shall be irrevocably obligated to make a Revolving Loan to the Borrowers in such currency in the manner deemed to have been requested in the amount of its Revolving Credit Commitment Percentage of the applicable Unpaid Drawing by 2:00 p.m. (Toronto time) on demandsuch Reimbursement Date by making the amount of such Revolving Loan available to the Administrative Agent. Each Issuing Lender Such Revolving Loans shall give be made without regard to the Borrower prompt written notice Minimum Borrowing Amount. The Administrative Agent shall use the proceeds of each Drawing under such Revolving Loans solely for purpose of reimbursing the Letter of Credit Issuer for the related Unpaid Drawing. In the event that the Borrowers fail to Cash Collateralize any Letter of Credit issued by itthat is outstanding on the L/C Facility Maturity Date, provided the full amount of the Letters of Credit Outstanding in respect of such Letter of Credit shall be deemed to be an Unpaid Drawing subject to the provisions of this Section 3.4, except that the failure Letter of Credit Issuer shall hold the proceeds received from the L/C Participants as contemplated above as Cash Collateral for such Letter of Credit to give reimburse any drawing under such Letter of Credit and shall use such proceeds first, to reimburse itself for any drawings made in respect of such Letter of Credit following the L/C Facility Maturity Date, second, to the extent such Letter of Credit expires or is returned undrawn while any such notice Cash Collateral remains, to the repayment of obligations in respect of any Revolving Loans that have not been paid at such time and third, to the Borrowers or as otherwise directed by a court of competent jurisdiction. Nothing in this Section 3.4(a) shall in no way affect, impair or diminish the affect each Borrower’s obligations hereunderobligation to repay all outstanding Revolving Loans made to such Borrower when due in accordance with the terms of this Agreement. (b) The obligations obligation of the each Borrower under this Section 3.05 to reimburse the Letter of Credit Issuer for each Issuing Lender with respect to drafts, demands and other presentations for payment drawing under Letters each Letter of Credit issued by for its account or under which it (each, a “Drawing”) (including, is the primary obligor and to repay each L/C Borrowing in each case, interest thereon) its favor shall be absolute absolute, unconditional and unconditional irrevocable, and shall be paid strictly in accordance with the terms of this Agreement under all circumstances, including the following: (i) any and all circumstances and irrespective lack of validity or enforceability of this Agreement or any of the other Credit Documents; (ii) the existence of any setoffclaim, counterclaim set-off, defense or defense to payment which the Borrower or other right that any Subsidiary of the Borrower may have at any time against a beneficiary named in a Letter of Credit, any transferee of any Letter of Credit (or have had against any Person for whom any such transferee may be acting), the Administrative Agent, the Letter of Credit Issuer, any Lender or other Person, whether in connection with this Agreement, any Letter of Credit, the transactions contemplated herein or any unrelated transactions (including any underlying transaction between a Borrower and the beneficiary named in its capacity as an Issuing Lender any such Letter of Credit); (iii) any draft, demand, certificate or as a Participant)other document presented under such Letter of Credit proving to be forged, includingfraudulent, without limitation, invalid or insufficient in any defense based upon respect or any statement therein being untrue or inaccurate in any respect; or any loss or delay in the failure transmission or otherwise of any document required in order to make a drawing under such Letter of Credit; (iv) waiver by the Letter of Credit Issuer of any requirement that exists for the Letter of Credit Issuer’s protection and not the protection of a Borrower (or Holdings or any Restricted Subsidiary) or any waiver by the Letter of Credit Issuer which does not in fact materially prejudice such Borrower (or Holdings or any Restricted Subsidiary); (v) any payment made by the Letter of Credit Issuer in respect of an otherwise complying item presented after the date specified as the expiration date of, or the date by which documents must be received under, such Letter of Credit if presentation after such date is authorized by the UCC, the PPSA, the ISP or the UCP, as applicable; (vi) any payment by the Letter of Credit Issuer under such Letter of Credit against presentation of a draft or certificate that does not strictly comply with the terms of such Letter of Credit; or any payment made by the Letter of Credit Issuer under such Letter of Credit to conform any Person purporting to be a trustee in bankruptcy, debtor-in-possession, assignee for the terms benefit of the creditors, liquidator, receiver or other representative of or successor to any beneficiary or any transferee of such Letter of Credit, including any arising in connection with any proceeding under any Insolvency Law; (vii) honor of a demand for payment presented electronically even if such Letter of Credit requires that demand be in the form of a draft; or (viii) any other circumstance or happening whatsoever, whether or not similar to any of the foregoing, including any other circumstance that might otherwise constitute a defense available to, or a discharge of, a Borrower (or any nonapplication Restricted Subsidiary) (other than the defense of payment or misapplication by the beneficiary of the proceeds of such Drawing; provided, however, that the Borrower performance). (c) The Borrowers shall not be obligated to reimburse any Issuing Lender the Letter of Credit Issuer for any wrongful payment made by such Issuing Lender the Letter of Credit Issuer under a the Letter of Credit issued by it as a result of acts or omissions constituting willful misconduct or gross negligence on the part of such Issuing Lender (the Letter of Credit Issuer as determined by in the final non-appealable judgment of a court of competent jurisdiction in a final and non-appealable decision)jurisdiction.

Agreement to Repay Letter of Credit Drawings. (a) The Borrower hereby agrees to reimburse each the respective Issuing LenderBank, by making payment to the Administrative Agent in immediately available funds at the Payment Office, for any payment or disbursement made by such Issuing Lender Bank under any Letter of Credit issued by it (each such amount, so paid until reimbursed by the Borrowerreimbursed, an “"Unpaid Drawing”"), not later than one Business Day following receipt by immediately after, and in any event on the Borrower of notice of date of, such payment or disbursement (provided that no such notice shall be required to be given if a Default or an Event of Default under Section 11.05 shall have occurred and be continuing, in which case the Unpaid Drawing shall be due and payable immediately without presentment, demand, protest or notice of any kind (all of which are hereby waived by the Borrower))disbursement, with interest on the amount so paid or disbursed by such Issuing LenderBank, to the extent not reimbursed prior to 12:00 Noon (New York Eastern time) on the date of such payment or disbursement, from and including the date paid or disbursed to but excluding the date such Issuing Lender Bank was reimbursed by the Borrower therefor at a rate per annum equal to which shall be the Base Rate as in effect from time to time plus the Applicable Margin as in effect from time to time for Revolving Loans that are maintained as Base Rate LoansMargin; provided, however, to the extent such amounts are not reimbursed prior to 12:00 Noon (New York Eastern time) on the third Business Day following the receipt by the Borrower of notice of such payment or disbursement or following the occurrence of a Default or an Event of Default under Section 11.0510.05, interest shall thereafter accrue on the amounts so paid or disbursed by such Issuing Lender Bank (and until reimbursed by the Borrower) at a rate per annum equal to which shall be the Base Rate as in effect from time to time plus the Applicable Margin for Revolving Loans that are maintained as Base Rate Loans as in effect from time to time Margin plus 2%, in each such case, with such interest to be payable on demand. Each The respective Issuing Lender Bank shall give the Borrower prompt written notice of each Drawing under any Letter of Credit issued by itCredit, provided that the failure to give any such notice shall in no way affect, impair or diminish the Borrower’s 's obligations hereunder. (b) The obligations of the Borrower under this Section 3.05 2.05 to reimburse each the respective Issuing Lender Bank with respect to drafts, demands and other presentations for payment under Letters of Credit issued by it (each, a “Drawing”) Unpaid Drawings (including, in each case, interest thereon) shall be absolute and unconditional under any and all circumstances and irrespective of any setoff, counterclaim or defense to payment which the Borrower or any Subsidiary of the Borrower may have or have had against any Lender Bank (including in its capacity as an Issuing Lender issuer of the Letter of Credit or as a Participant), including, without limitation, any defense based upon the failure of any drawing under a Letter of Credit (each a "Drawing") to conform to the terms of the Letter of Credit or any nonapplication or misapplication by the beneficiary of the proceeds of such Drawing; provided, however, that the Borrower shall not be obligated to reimburse any Issuing Lender Bank for any wrongful payment made by such Issuing Lender Bank under a Letter of Credit issued by it as a result of acts or omissions constituting willful misconduct or gross negligence on the part of such Issuing Lender (as determined by a court of competent jurisdiction in a final and non-appealable decision)Bank.

Agreement to Repay Letter of Credit Drawings. (a) The Borrower hereby agrees to reimburse each the respective Issuing Lender, by making payment to the Administrative Agent in immediately available funds at the Payment Office, for any payment or disbursement made by such Issuing Lender under any Letter of Credit issued by it (each such amount, so paid until reimbursed by the Borrowerreimbursed, an “Unpaid Drawing”), not later than one Business Day following receipt by the Borrower of notice of such payment or disbursement (provided that no such notice shall be required to be given if a Default or an Event of Default under Section 11.05 shall have occurred and be continuing, in which case the Unpaid Drawing shall be due and payable immediately without presentment, demand, protest or notice of any kind (all of which are hereby waived by the Borrowerrespective Borrower to the fullest extent permitted under law)), with interest on the amount so paid or disbursed by such Issuing Lender, to the extent not reimbursed prior to 12:00 Noon (New York City time) on the date of such payment or disbursement, from and including the date paid or disbursed to but excluding the date such Issuing Lender was reimbursed by the Borrower therefor at a rate per annum equal to the Base Rate as in effect from time to time plus the Applicable Margin as in effect from time to time for Revolving Loans that are maintained as Base Rate Loans; provided, however, to the extent such amounts are not reimbursed prior to 12:00 Noon (New York City time) on the third Business Day following notice to the receipt Borrower by the Borrower of notice Administrative Agent or the respective Issuing Lender of such payment or disbursement or following the occurrence of a Default or an Event of Default under Section 11.05, interest shall thereafter accrue on the amounts so paid or disbursed by such Issuing Lender (and until reimbursed by the Borrower) at a rate per annum equal to which shall be the Base Rate as in effect from time to time plus the Applicable Margin for Revolving Loans that are maintained as Base Rate Loans Loans, as in effect from time to time plus 2%, with such interest to be payable on demand. Each Issuing Lender shall give the Borrower prompt written notice of each Drawing under any Letter of Credit issued by it, provided that the failure to give any such notice shall in no way affect, impair or diminish the Borrower’s obligations hereunder. (b) The obligations of the Borrower under this Section 3.05 to reimburse each Issuing Lender with respect to drafts, demands and other presentations for payment under Letters of Credit issued by it (each, a “Drawing”) Unpaid Drawings (including, in each case, interest thereon) shall be absolute and unconditional under any and all circumstances and irrespective of any setoff, counterclaim or defense to payment which the Borrower or any Subsidiary Guarantor of the Borrower may have or have had against any Lender (including in its capacity as an Issuing Lender or as a Participant), including, without limitation, any defense based upon the failure of any drawing under a Letter of Credit to conform to the terms of the Letter of Credit or any nonapplication or misapplication by the beneficiary of the proceeds of such Drawing; provided, however, that the Borrower shall not be obligated to reimburse any Issuing Lender for any wrongful payment made by such Issuing Lender under a Letter of Credit issued by it as a result of acts or omissions constituting willful misconduct or gross negligence on the part of such Issuing Lender (as determined by a court of competent jurisdiction in a final and non-appealable decision).

Agreement to Repay Letter of Credit Drawings. (a) The Borrower agrees Borrowers hereby agree to reimburse each Issuing Lenderthe Letter of Credit Issuer, by making payment in Dollars to the Administrative Agent in immediately available funds at the Payment Office, for any payment or disbursement made by such Issuing Lender the Letter of Credit Issuer under any Letter of Credit issued by it (each such amount, amount so paid until reimbursed by the Borrowerreimbursed, an “Unpaid Drawing”), not ) no later than the date that is one Business Day following receipt by after the date on which the Parent Borrower of receives notice of such payment or disbursement (provided that no such notice shall be required to be given if a Default or an Event of Default under Section 11.05 shall have occurred and be continuing, in which case the Unpaid Drawing shall be due and payable immediately without presentment, demand, protest or notice of any kind (all of which are hereby waived by the Borrower)“Reimbursement Date”), with interest on the amount so paid or disbursed by such Issuing Lenderthe Letter of Credit Issuer, to the extent not reimbursed prior to 12:00 Noon 5:00 p.m. (New York City time) on the date of such payment or disbursementReimbursement Date, from and including the Reimbursement Date to the date paid or disbursed to but excluding the date such Issuing Lender was Letter of Credit Issuer is reimbursed by the Borrower therefor at a rate per annum equal to that shall at all times be the Base Rate Applicable ABR Margin plus the ABR as in effect from time to time plus time; provided that, notwithstanding anything contained in this Agreement to the Applicable Margin contrary, (i) unless the Parent Borrower shall have notified the Administrative Agent and the relevant Letter of Credit Issuer prior to 12:00 noon (New York City time) on the Reimbursement Date that the Parent Borrower, on behalf of the Borrowers, intends to reimburse the relevant Letter of Credit Issuer for the amount of such drawing with funds other than the proceeds of Loans, the Parent Borrower, on behalf of the Borrowers, shall be deemed to have given a Notice of Borrowing requesting that, with respect to Letters of Credit, the Lenders with Revolving Credit Commitments make Revolving Credit Loans (which shall be ABR Loans) on the Reimbursement Date in the amount of such drawing and (ii) the Administrative Agent shall promptly notify each relevant L/C Participant of such drawing and the amount of its Revolving Credit Loan to be made in respect thereof, and each L/C Participant shall be irrevocably obligated to make a Revolving Credit Loan to the Parent Borrower on behalf of the Borrowers in the manner deemed to have been requested in the amount of its Revolving Credit Commitment Percentage of the applicable Unpaid Drawing by 2:00 p.m. (New York City time) on such Reimbursement Date by making the amount of such Revolving Credit Loan available to the Administrative Agent. Such Revolving Credit Loans shall be made without regard to the Minimum Borrowing Amount. The Administrative Agent shall use the proceeds of such Revolving Credit Loans solely for purpose of reimbursing the Letter of Credit Issuer for the related Unpaid Drawing. In the event that the Parent Borrower fails to Cash Collateralize any Letter of Credit that is outstanding on the Final Maturity Date, the full amount of the Letters of Credit Outstanding in respect of such Letter of Credit shall be deemed to be an Unpaid Drawing subject to the provisions of this Section 3.4 except that the Letter of Credit Issuer shall hold the proceeds received from the L/C Participants as contemplated above as cash collateral for such Letter of Credit to reimburse any Drawing under such Letter of Credit and shall use such proceeds first, to reimburse itself for any Drawings made in effect from time to time for Revolving Loans that are maintained as Base Rate Loans; providedrespect of such Letter of Credit following the L/C Maturity Date, howeversecond, to the extent such amounts are not reimbursed prior to 12:00 Noon (New York time) on the third Business Day following the receipt by the Borrower of notice of such payment or disbursement or following the occurrence of a Default or an Event of Default under Section 11.05, interest shall thereafter accrue on the amounts so paid or disbursed by such Issuing Lender (and until reimbursed by the Borrower) at a rate per annum equal to the Base Rate as in effect from time to time plus the Applicable Margin for Revolving Loans that are maintained as Base Rate Loans as in effect from time to time plus 2%, with such interest to be payable on demand. Each Issuing Lender shall give the Borrower prompt written notice of each Drawing under any Letter of Credit issued by it, provided that the failure to give expires or is returned undrawn while any such notice cash collateral remains, to the repayment of obligations in respect of any Revolving Credit Loans that have not paid at such time and third, to the Parent Borrower or as otherwise directed by a court of competent jurisdiction. Nothing in this Section 3.4(a) shall in no way affect, impair or diminish affect the Parent Borrower’s obligations hereunderobligation to repay all outstanding Revolving Credit Loans when due in accordance with the terms of this Agreement. (b) The obligations of the Borrower Borrowers under this Section 3.05 3.4 to reimburse each Issuing Lender the Letter of Credit Issuer with respect to drafts, demands and other presentations for payment under Letters of Credit issued by it (each, a “Drawing”) Unpaid Drawings (including, in each case, interest thereon) shall be absolute and unconditional under any and all circumstances and irrespective of any setoffset-off, counterclaim or defense to payment which the that any Borrower or any Subsidiary of the Borrower other Person may have or have had against the Letter of Credit Issuer, the Administrative Agent or any Lender (including in its capacity as an Issuing Lender or as a L/C Participant), including, without limitation, including any defense based upon the failure of any drawing under a Letter of Credit (each a “Drawing”) to conform to the terms of the Letter of Credit or any nonapplication non-application or misapplication by the beneficiary of the proceeds of such Drawing; provided, however, provided that the Borrower Borrowers shall not be obligated to reimburse any Issuing Lender the Letter of Credit Issuer for any wrongful payment made by such Issuing Lender the Letter of Credit Issuer under a the Letter of Credit issued by it as a result of acts or omissions constituting willful misconduct or gross negligence on the part of such Issuing Lender (as determined by a court the Letter of competent jurisdiction in a final and non-appealable decision)Credit Issuer.

Agreement to Repay Letter of Credit Drawings. (a) The Each Borrower agrees to reimburse each Issuing Lender, by making payment to the Administrative Agent in immediately available funds at the Payment Office, for any payment or disbursement made by such Issuing Lender under any Letter of Credit issued by it for the account of such Borrower (each such amountamount (or the Dollar Equivalent thereof, as the case may be), so paid until reimbursed by the such Borrower, an “Unpaid Drawing”), not later than one the same Business Day following receipt by the on which such Borrower of shall have received notice of such payment or disbursement (provided that no such notice shall be required to be given if a Default or an Event of Default under Section 11.05 shall have occurred and be continuing, in which case the Unpaid Drawing shall be due and payable immediately without presentment, demand, protest or notice of any kind (all of which are hereby waived by the BorrowerBorrowers)), with interest on the amount so paid or disbursed by such Issuing Lender, to the extent not reimbursed prior to 12:00 Noon (New York City time) on the date of such payment or disbursement, from and including the date paid or disbursed to but excluding the date such Issuing Lender was reimbursed by the such Borrower therefor at a rate per annum equal to the Base Rate as in effect from time to time plus the Applicable Margin as in effect from time to time for Revolving Loans that are maintained as Base Rate Loans; provided, however, to the extent such amounts are not reimbursed prior to 12:00 Noon (New York City time) on the third fifth Business Day following the receipt by the Borrower Borrowers of notice of such payment or disbursement or following the occurrence of a Default or an Event of Default under Section 11.05, interest shall thereafter accrue on the amounts so paid or disbursed by such Issuing Lender (and until reimbursed by the BorrowerBorrowers) at a rate per annum equal to the Base Rate as in effect from time to time plus the Applicable Margin for Revolving Loans that are maintained as Base Rate Loans as in effect from time to time plus 2%, with such interest to be payable on demand. Each Issuing Lender shall give the relevant Borrower prompt written notice of each Drawing for which payment has been made under any Letter of Credit issued by itit for the account of such Borrower, provided that the failure to give any such notice shall in no way affect, impair or diminish the Borrower’s obligations of any such Borrower hereunder. (b) The obligations of the any Borrower under this Section 3.05 to reimburse each Issuing Lender with respect to drafts, demands and other presentations for payment under Letters of Credit issued by it to such Borrower (each, a “Drawing”) (including, in each case, interest thereon) shall be absolute and unconditional under any and all circumstances and irrespective of any setoff, counterclaim or defense to payment which the U.S. Borrower or any Subsidiary of the U.S. Borrower may have or have had against any Lender (including in its capacity as an Issuing Lender or as a Participant), including, without limitation, any defense based upon the failure of any drawing under a Letter of Credit to conform to the terms of the Letter of Credit or any nonapplication or misapplication by the beneficiary of the proceeds of such Drawing; provided, however, that the no Borrower shall not be obligated to reimburse any Issuing Lender for any wrongful payment made by such Issuing Lender under a Letter of Credit issued by it as a result of acts or omissions constituting willful misconduct or gross negligence on the part of such Issuing Lender (as determined by a court of competent jurisdiction in a final and non-appealable decision).

Agreement to Repay Letter of Credit Drawings. (a) The Subject to Section 3.05(b), the U.S. Borrower hereby agrees to reimburse each the Issuing LenderBank, by making payment in Dollars and in immediately available funds directly to the Administrative Agent in immediately available funds at the Payment OfficeOffice for the benefit of the Issuing Bank, for any payment or disbursement made by such the Issuing Lender Bank under any Letter of Credit issued by it (with each such amountamount so paid, so paid until reimbursed by the Borrowerreimbursed, an “Unpaid Drawing”), not later than one Business Day following receipt by immediately after, and in any event on the Borrower of notice of date of, such payment or disbursement (provided that no such notice shall be required to be given if a Default or an Event of Default under Section 11.05 shall have occurred and be continuing, in which case the Unpaid Drawing shall be due and payable immediately without presentment, demand, protest or notice of any kind (all of which are hereby waived by the Borrower))disbursement, with interest on the amount so paid or disbursed by such the Issuing LenderBank, to the extent not reimbursed prior to 12:00 Noon 2:00 P.M. (New York time) on the date of such payment or disbursement, from and including the date paid or disbursed to but excluding the date such the Issuing Lender Bank was reimbursed by the U.S. Borrower therefor at a rate per annum equal to which shall be the Base Rate as in effect from time to time plus the Applicable Margin as in effect from time to time for Dollar Revolving Loans that are under the same Tranche as the applicable Letter of Credit maintained as Base Rate Loans; provided, however, to the extent such amounts are not reimbursed prior to 12:00 Noon (New York time) on the third Business Day following the receipt by the Borrower of notice of such payment or disbursement or following upon the occurrence of a Default or an Event of Default under Section 11.0512.05, interest shall thereafter accrue on the amounts so paid or disbursed by such the Issuing Lender Bank (and until reimbursed by the U.S. Borrower) at a rate per annum equal to which shall be the Base Rate as in effect from time to time plus the Applicable Margin for Dollar Revolving Loans that are under the same Tranche as the applicable Letter of Credit maintained as Base Rate Loans as in effect from time to time of such Tranche plus 2%, in each such case, with such interest to be payable on demand. Each The Issuing Lender Bank shall give the U.S. Borrower and the Administrative Agent prompt written notice of each Drawing under any Letter of Credit issued by itCredit, provided that except as provided in the immediately preceding sentence, the failure to give any such notice shall in no way affect, impair or diminish the U.S. Borrower’s obligations hereunder. (b) Notwithstanding the requirements of Section 3.05(a), unless otherwise requested by the U.S. Borrower prior to 2:00 P.M. on the date of such payment or disbursement made by the Issuing Bank under a Letter of Credit, any reimbursement of an Unpaid Drawing in an amount equal to or exceeding $1,000,000 shall be effected by having such Unpaid Drawing amount treated as a Base Rate Loan of the same Tranche as the applicable Letter of Credit (which Base Rate Loan may be converted in accordance with the provisions of Section 2.07). (c) The obligations of the U.S. Borrower under this Section 3.05 to reimburse each Issuing Lender with respect to drafts, demands and other presentations for payment under Letters of Credit issued by it (each, a “Drawing”) (including, in each case, interest thereon) shall be absolute and unconditional under any and all circumstances and irrespective of any setoff, counterclaim or defense to payment which the Borrower or any Subsidiary of the U.S. Borrower may have or have had against any Lender (including in its capacity as an Issuing Lender issuer of any Letter of Credit or as a Participant), including, without limitation, any defense based upon the failure of any drawing under a Letter of Credit (each a “Drawing”) to conform to the terms of the such Letter of Credit or any nonapplication or misapplication by the beneficiary of the proceeds of such DrawingDrawing or any other matter or circumstance referred to in clauses (i) through (v) of Section 3.04(f); provided, however, provided that the Borrower Issuing Bank shall not be obligated to reimburse any Issuing Lender responsible for any wrongful payment made by such Issuing Lender under a Letter of Credit issued by it as a result of acts damages (excluding consequential damages) to the U.S. Borrower for its gross negligence or omissions constituting willful misconduct or gross negligence on the part of such Issuing Lender (as finally determined by a court of competent jurisdiction jurisdiction) in connection with drawings made under a final and non-appealable decision)Letter of Credit which did not comply or conform to the terms of the respective Letter of Credit.

Agreement to Repay Letter of Credit Drawings. (a) The Borrower hereby agrees to reimburse each the respective Issuing Lender, by making payment in Dollars (which payment may be made through a Borrowing of Revolving Loans) to the Administrative Agent at the Payment Office in immediately available funds at for the Payment Officeaccount of such Issuing Lender, for any payment or disbursement made by such Issuing Lender under any Letter of Credit issued by it (each such amount, amount so paid until reimbursed by the Borrowerreimbursed, an “Unpaid Drawing”), not later than one by the next Business Day following receipt by the date on which such Issuing Lender notifies the Borrower of notice the date and amount of a Letter of Credit disbursement made by such payment or disbursement Issuing Lender (provided that no any such notice shall be required deemed to be have been given on a certain day only if a Default or an Event of Default under Section 11.05 shall have occurred and be continuing, in which case the Unpaid Drawing shall be due and payable immediately without presentment, demand, protest or notice of any kind given before 10:00 A.M. (all of which are hereby waived by the Borrower)New York time) on such day), with interest on the amount so paid or disbursed by such Issuing Lender, to the extent not reimbursed prior to 12:00 Noon (New York time) on one Business Day after the date of such payment or disbursement, from and including the date paid or disbursed to but excluding the date such Issuing Lender was reimbursed by the Borrower therefor at a rate per annum equal to which shall be the Base Rate as in effect from time to time plus the Applicable Margin as in effect from time to time for Revolving Loans that are maintained as Base Rate Loans; Margin, provided, however, to the extent such amounts are not reimbursed prior to 12:00 Noon (New York time) on the third Business Day following the receipt notice by the Issuing Lender to the Borrower of notice of such payment or disbursement or following the occurrence of a Default or an Event of Default under Section 11.05disbursement, interest shall thereafter accrue on the amounts so paid or disbursed by such Issuing Lender (and until reimbursed by the Borrower) at a rate per annum equal to which shall be the Base Rate as in effect from time to time plus the Applicable Margin for Revolving Loans that are maintained as Base Rate Loans as in effect from time to time plus 2%, in each such case, with such interest interest, in each case, to be payable by the Borrower on demand. Each The respective Issuing Lender shall give the Borrower prompt written notice of each Drawing under any Letter of Credit issued by itCredit, provided that the failure to give any such notice shall in no way affect, impair or diminish the Borrower’s obligations hereunder. (b) The obligations of the Borrower under this Section 3.05 to reimburse each the respective Issuing Lender with respect to drafts, demands and other presentations for payment under drawings on Letters of Credit issued by it (including interest thereon) (each, a “Drawing”) (including, in each case, interest thereon) shall be absolute and unconditional under any and all circumstances and irrespective of any setoff, counterclaim or defense to payment which the Borrower or any Subsidiary of the Borrower may have or have had against any Lender (including in its capacity as an Issuing Lender or as a Participant), including, without limitation, any defense based upon the failure of any drawing under a Letter of Credit to conform to the terms issuer of the Letter of Credit or as Participant), or any nonapplication or misapplication by the beneficiary of the proceeds of such Drawing; provided, however, that the respective Issuing Lender’s only obligation to the Borrower shall not being to confirm that any documents required to be obligated delivered under such Letter of Credit have been delivered and that they substantially comply on their face with the requirements of such Letter of Credit. Any action taken or omitted to reimburse be taken by any Issuing Lender for under or in connection with any wrongful payment made by such Issuing Lender under a Letter of Credit issued by it as a result if taken or omitted in the absence of acts or omissions constituting willful misconduct or gross negligence on the part of such Issuing Lender (or willful misconduct, as determined by a court of competent jurisdiction in a final and non-appealable decision)proceeding, shall not create for such Issuing Lender any resulting liability to the Borrower.

Agreement to Repay Letter of Credit Drawings. (a) The Borrower hereby agrees to reimburse each Issuing Lender, by making payment to the Administrative Agent in immediately available funds at the Payment Office, for any payment or disbursement made by such Issuing Lender under any Letter of Credit issued by it (each such amount, so paid until reimbursed by the Borrowerreimbursed, an “Unpaid Drawing”), not later than one four Business Day Days following receipt by the Borrower of notice of such payment or disbursement (provided that no such notice shall be required to be given if a Default or an Event of Default under Section 11.05 10.05 shall have occurred and be continuing, in which case the Unpaid Drawing shall be due and payable immediately without presentment, demand, protest or notice of any kind (all of which are hereby waived by the Borrower)), with interest on the amount so paid or disbursed by such Issuing Lender, to the extent not reimbursed prior to 12:00 Noon (New York London time) on the date of such payment or disbursement, from and including the date paid or disbursed to but excluding the date such Issuing Lender was reimbursed by the Borrower therefor at a rate per annum equal to the Base Eurodollar Rate as in effect from time to time for successive Interest Periods, each of a duration selected by the Administrative Agent plus the Applicable Margin as in effect from time to time for Revolving Loans that are maintained as Base Rate LoansMargin; provided, however, to the extent such amounts are not reimbursed prior to 12:00 Noon (New York London time) on the third fourth Business Day following the receipt by the Borrower of notice of such payment or disbursement or following the occurrence of a Default or an Event of Default under Section 11.0510.05, interest shall thereafter accrue on the amounts so paid or disbursed by such Issuing Lender (and until reimbursed by the Borrower) at a rate per annum equal determined pursuant to the Base Rate as in effect from time to time plus the Applicable Margin for Revolving Loans that are maintained as Base Rate Loans as in effect from time to time plus 2%Section 1.07(c), with such interest to be payable on demand. Each Issuing Lender shall give the Borrower prompt written notice of each Drawing under any Letter of Credit issued by it, provided that the failure to give any such notice shall in no way affect, impair or diminish the Borrower’s obligations hereunder. (b) The obligations of the Borrower under this Section 3.05 2.04 to reimburse each the respective Issuing Lender with respect to drafts, demands and other presentations for payment under drawings on Letters of Credit issued by it (each, a “Drawing”) (including, in each case, interest thereon) shall be absolute and unconditional under any and all circumstances and irrespective of any setoff, counterclaim or defense to payment which the Borrower or any Subsidiary of the Borrower may have or have had against any Lender (including in its capacity as an Issuing Lender or Participant or as a Participant), including, without limitation, any defense based upon the failure of any drawing under a Letter of Credit to conform to the terms of the Letter of Credit or any nonapplication non-application or misapplication by the beneficiary of the proceeds of such Drawing; provided, however, that the respective Issuing Lender’s only obligation to the Borrower shall not being to confirm that any documents required to be obligated delivered under such Letter of Credit appear to reimburse have been delivered and that they appear to comply on their face with the requirements of such Letter of Credit. Subject to the provisions of the immediately preceding sentence, any action taken or omitted to be taken by any Issuing Lender for under or in connection with any wrongful payment made by such Issuing Lender under a Letter of Credit issued by it as a result if taken or omitted in the absence of acts gross negligence or omissions constituting willful misconduct or gross negligence on the part of such Issuing Lender (as determined by a court of competent jurisdiction in a final and non-appealable decision)jurisdiction, shall not create for such Issuing Lender any resulting liability to the Borrower or any other Credit Party.

Agreement to Repay Letter of Credit Drawings. (a) The Borrower hereby agrees to reimburse each Issuing Lenderthe Letter of Credit Issuer, by making payment in Dollars to the Administrative Agent in immediately available funds at the Payment Office, for any payment or disbursement made by such Issuing Lender the Letter of Credit Issuer under any Letter of Credit issued by it (each such amount, amount so paid until reimbursed by the Borrowerreimbursed, an “Unpaid Drawing”), not ) no later than the date that is one Business Day following receipt by Days after the date on which the Borrower of receives notice of such payment or disbursement (provided that no such notice shall be required to be given if a Default or an Event of Default under Section 11.05 shall have occurred and be continuing, in which case the Unpaid Drawing shall be due and payable immediately without presentment, demand, protest or notice of any kind (all of which are hereby waived by the Borrower)“Reimbursement Date”), with interest on the amount so paid or disbursed by such Issuing Lenderthe Letter of Credit Issuer, to the extent not reimbursed prior to 12:00 Noon 5:00 p.m. (New York City time) on the date of such payment or disbursementReimbursement Date, from and including the date paid or disbursed Reimbursement Date to but excluding the date such Issuing Lender was the Letter of Credit Issuer is reimbursed by the Borrower therefor at a rate per annum equal to that shall at all times be the Base Applicable ABR Margin plus the ABR Rate as in effect from time to time plus time, provided that, notwithstanding anything contained in this Agreement to the Applicable Margin contrary, (i) unless the Borrower shall have notified the Administrative Agent and the Letter of Credit Issuer prior to 10:00 a.m. (New York City time) on the Reimbursement Date that the Borrower intends to reimburse the Letter of Credit Issuer for the amount of such drawing with funds other than the proceeds of Loans, the Borrower shall be deemed to have given a Notice of Borrowing requesting that, with respect to Letters of Credit, the Lenders with Revolving Credit Commitments make Revolving Credit Loans (which shall be ABR Loans) on the Reimbursement Date in the amount of such drawing and (ii) the Administrative Agent shall promptly notify each relevant L/C Participant of such drawing and the amount of its Revolving Credit Loan to be made in respect thereof, and each L/C Participant shall be irrevocably obligated to make a Revolving Credit Loan to the Borrower in the manner deemed to have been requested in the amount of its Revolving Credit Commitment Percentage of the applicable Unpaid Drawing by 12:00 noon (New York City time) on such Reimbursement Date by making the amount of such Revolving Credit Loan available to the Administrative Agent. Such Revolving Credit Loans shall be made without regard to the Minimum Borrowing Amount. The Administrative Agent shall use the proceeds of such Revolving Credit Loans solely for purpose of reimbursing the Letter of Credit Issuer for the related Unpaid Drawing. In the event that the Borrower fails to Cash Collateralize any Letter of Credit that is outstanding on the L/C Maturity Date, the full amount of the Letters of Credit Outstanding in respect of such Letter of Credit shall be deemed to be an Unpaid Drawing subject to the provisions of this Section 3.4 except that the Letter of Credit Issuer shall hold the proceeds received from the L/C Participants as contemplated above as cash collateral for such Letter of Credit to reimburse any Drawing under such Letter of Credit and shall use such proceeds: first, to reimburse itself for any Drawings made in effect from time to time for Revolving Loans that are maintained as Base Rate Loansrespect of such Letter of Credit following the L/C Maturity Date; provided, howeversecond, to the extent such amounts are not reimbursed prior to 12:00 Noon (New York time) on the third Business Day following the receipt by the Borrower of notice of such payment or disbursement or following the occurrence of a Default or an Event of Default under Section 11.05, interest shall thereafter accrue on the amounts so paid or disbursed by such Issuing Lender (and until reimbursed by the Borrower) at a rate per annum equal to the Base Rate as in effect from time to time plus the Applicable Margin for Revolving Loans that are maintained as Base Rate Loans as in effect from time to time plus 2%, with such interest to be payable on demand. Each Issuing Lender shall give the Borrower prompt written notice of each Drawing under any Letter of Credit issued by it, provided that the failure to give expires or is returned undrawn while any such notice cash collateral remains, to the repayment of obligations in respect of any Revolving Credit Loans that have not paid at such time; and third, to the Borrower or as otherwise directed by a court of competent jurisdiction. Nothing in this Section 3.4(a) shall in no way affect, impair or diminish affect the Borrower’s obligations hereunderobligation to repay all outstanding Revolving Credit Loans when due in accordance with the terms of this Agreement. (b) The obligations of the Borrower under this Section 3.05 3.4 to reimburse each Issuing Lender the Letter of Credit Issuer with respect to drafts, demands and other presentations for payment under Letters of Credit issued by it (each, a “Drawing”) Unpaid Drawings (including, in each case, interest thereon) shall be absolute and unconditional under any and all circumstances and irrespective of any setoffset-off, counterclaim or defense to payment which that the Borrower or any Subsidiary of the Borrower other Person may have or have had against the Letter of Credit Issuer, the Administrative Agent or any Lender (including in its capacity as an Issuing Lender or as a L/C Participant), including, without limitation, including any defense based upon the failure of any drawing under a Letter of Credit (each a “Drawing”) to conform to the terms of the Letter of Credit or any nonapplication non-application or misapplication by the beneficiary of the proceeds of such Drawing; provided, however, provided that the Borrower shall not be obligated to reimburse any Issuing Lender the Letter of Credit Issuer for any wrongful payment made by such Issuing Lender the Letter of Credit Issuer under a the Letter of Credit issued by it as a result of acts or omissions constituting willful misconduct or gross negligence on the part of such Issuing Lender (as determined by a court the Letter of competent jurisdiction in a final and non-appealable decision)Credit Issuer.

Agreement to Repay Letter of Credit Drawings. (a) The Borrower hereby agrees to reimburse each Issuing Lenderthe relevant Letter of Credit Issuer, by making payment in Dollars to the Administrative Agent (in the case of reimbursement made by the Borrower) in immediately available funds at the Payment Office, for any payment or disbursement made by such Issuing Lender the Letter of Credit Issuer under any Letter of Credit issued by it (each such amount, amount so paid until reimbursed by the Borrowerreimbursed, an “Unpaid Drawing”)) immediately after, not later than one Business Day following receipt by and in any event on the Borrower of notice of date of, such payment or disbursement (provided that no such notice shall be required to be given if a Default or an Event of Default under Section 11.05 shall have occurred and be continuing, in which case the Unpaid Drawing shall be due and payable immediately without presentment, demand, protest or notice of any kind (all of which are hereby waived by the Borrower))payment, with interest on the amount so paid or disbursed by such Issuing Lenderthe Letter of Credit Issuer, to the extent not reimbursed prior to 12:00 Noon 5:00 p.m. (New York City time) on the date of such payment or disbursement, from and including the date paid or disbursed to but excluding the date such Issuing Lender was the Letter of Credit Issuer is reimbursed by the Borrower therefor at a rate per annum equal to that shall at all times be the Base Applicable ABR Margin plus the ABR Rate as in effect from time to time plus the Applicable Margin as time, provided that, notwithstanding anything contained in effect from time to time for Revolving Loans that are maintained as Base Rate Loans; provided, however, this Agreement to the extent such amounts are not reimbursed contrary, (i) unless the Borrower shall have notified the Administrative Agent and the relevant Letter of Credit Issuer prior to 12:00 Noon 10:00 a.m. (New York City time) on the third Business Day following the receipt by date of such drawing that the Borrower of notice of such payment or disbursement or following intends to reimburse the occurrence of a Default or an Event of Default under Section 11.05, interest shall thereafter accrue on the amounts so paid or disbursed by such Issuing Lender (and until reimbursed by the Borrower) at a rate per annum equal to the Base Rate as in effect from time to time plus the Applicable Margin for Revolving Loans that are maintained as Base Rate Loans as in effect from time to time plus 2%, with such interest to be payable on demand. Each Issuing Lender shall give the Borrower prompt written notice of each Drawing under any relevant Letter of Credit issued by itIssuer for the amount of such drawing with funds other than the proceeds of Loans, provided the Borrower shall be deemed to have given a Notice of Borrowing requesting that, with respect to Letters of Credit, that the failure Lenders with Revolving Credit Commitments make Revolving Credit Loans (which shall be ABR Loans) and (ii) the Administrative Agent shall promptly notify each relevant L/C Participant of such drawing and the amount of its Revolving Credit Loan to give any be made in respect thereof, and each L/C Participant shall be irrevocably obligated to make a Revolving Credit Loan to the Borrower in the manner deemed to have been requested in the amount of its Revolving Credit Commitment Percentage of the applicable Unpaid Drawing by 12:00 noon (New York City time) on such notice Business Day by making the amount of such Revolving Credit Loan available to the Administrative Agent. Such Revolving Credit Loans shall in no way affect, impair or diminish be made without regard to the Borrower’s obligations hereunderMinimum Borrowing Amount. The Administrative Agent shall use the proceeds of such Revolving Credit Loans solely for purpose of reimbursing the Letter of Credit Issuer for the related Unpaid Drawing. (b) The obligations of the Borrower under this Section 3.05 3.4 to reimburse each Issuing Lender the Letter of Credit Issuer with respect to drafts, demands and other presentations for payment under Letters of Credit issued by it (each, a “Drawing”) Unpaid Drawings (including, in each case, interest thereon) shall be absolute and unconditional under any and all circumstances and irrespective of any setoffset-off, counterclaim or defense to payment which that the Borrower or any Subsidiary of the Borrower other Person may have or have had against the Letter of Credit Issuer, the Administrative Agent or any Lender (including in its capacity as an Issuing Lender or as a L/C Participant), including, without limitation, including any defense based upon the failure of any drawing under a Letter of Credit (each a “Drawing”) to conform to the terms of the Letter of Credit or any nonapplication non-application or misapplication by the beneficiary of the proceeds of such Drawing; provided, however, provided that the Borrower shall not be obligated to reimburse any Issuing Lender the Letter of Credit Issuer for any wrongful payment made by such Issuing Lender the Letter of Credit Issuer under a the Letter of Credit issued by it as a result of acts or omissions constituting willful misconduct or gross negligence on the part of such Issuing Lender (as determined by a court the Letter of competent jurisdiction in a final and non-appealable decision)Credit Issuer.

Agreement to Repay Letter of Credit Drawings. (a) The Borrower hereby agrees to reimburse each Issuing LenderBTCo, by making payment in Dollars (in an amount equal to the Administrative Agent Dollar Equivalent of any payments or disbursements in respect of Letters of Credit denominated in an Alternate Currency determined on the date of such payment or disbursement) to BTCo in immediately available funds at the Payment Office, for any payment or disbursement made by such Issuing Lender BTCo under any Letter of Credit issued by it (each such amountamount (using the Dollar Equivalent of any Letters of Credit denominated in an Alternate Currency determined on the date of such payment or disbursement), so paid until reimbursed by the Borrowerreimbursed, an “"Unpaid Drawing”"), not later than one Business Day following upon receipt by the Borrower of notice by BTCo of such payment or disbursement prior to 11:00 A.M. (provided that no New York time) on the date of, such notice shall be required to be given if a Default payment or an Event of Default under Section 11.05 shall have occurred and be continuing, in which case the Unpaid Drawing shall be due and payable immediately without presentment, demand, protest or notice of any kind (all of which are hereby waived by the Borrower))disbursement, with interest on the amount so paid or disbursed by such Issuing LenderBTCo, to the extent not reimbursed prior to 12:00 Noon (New York time) on the date of such payment or disbursement, from and including the date paid or disbursed to but excluding the date such Issuing Lender BTCo was reimbursed by the Borrower therefor at a rate per annum equal to which shall be the Base Rate as in effect from time to time plus the Applicable Margin as in effect from time to time for Revolving Loans that are maintained as Base Rate Loans; Margin, provided, however, to the extent such amounts are not reimbursed prior to 12:00 Noon (New York time) on the third Business Day following the receipt by the Borrower of notice of such payment or disbursement or following the occurrence of a Default or an Event of Default under Section 11.0510.05, interest shall thereafter accrue on the amounts so paid or disbursed by such Issuing Lender BTCo (and until reimbursed by the Borrower) at a rate per annum equal to which shall be the Base Rate as in effect from time to time plus the Applicable Margin for Revolving Loans that are maintained as Base Rate Loans as in effect from time to time Margin plus 2%, in each such case, with such interest to be payable on demand. Each Issuing Lender BTCo shall give the Borrower prompt written notice of each Drawing under any Letter of Credit issued by itCredit, provided that the failure to give any such notice shall in no way affect, impair or diminish the Borrower’s 's obligations hereunder. (b) The obligations of the Borrower under this Section 3.05 2.05 to reimburse each Issuing Lender BTCo with respect to drafts, demands and other presentations for payment under Letters of Credit issued by it (each, a “Drawing”) Unpaid Drawings (including, in each case, interest thereon) shall be absolute and unconditional under any and all circumstances and irrespective of any setoff, counterclaim or defense to payment which the Borrower or any Subsidiary of the Borrower may have or have had against any Lender (including in its capacity as an Issuing Lender issuer of the Letter of Credit or as a Participant), including, without limitation, any defense based upon the failure of any drawing under a Letter of Credit (each a "Drawing") to substantially conform to the terms of the Letter of Credit or any nonapplication or misapplication by the beneficiary or any transferee of the proceeds of such Drawing; provided, however, that the Borrower shall not be obligated to reimburse any Issuing Lender BTCo for any wrongful payment made by such Issuing Lender BTCo under a Letter of Credit issued by it as a result of acts or omissions constituting willful misconduct or gross negligence on the part of such Issuing Lender BTCo (as determined by the final, non-appealable decision of a court of competent jurisdiction in a final and non-appealable decisionjurisdiction).

Agreement to Repay Letter of Credit Drawings. (a) The Borrower agrees to reimburse each the respective Issuing Lender, by making payment in Dollars directly to the Administrative Agent in immediately available funds at the Payment Officesuch Issuing Lender, for any payment or disbursement made by such Issuing Lender under any Letter of Credit issued by it for the account of such Borrower (with each such amountamount so paid, so paid until reimbursed by the Borrowerreimbursed, an “and "Unpaid Drawing”)") immediately after, not later than one Business Day following receipt by and in any event on the Borrower of notice of date of, such payment or disbursement (provided that no such notice shall be required to be given if a Default or an Event of Default under Section 11.05 shall have occurred and be continuing, in which case the Unpaid Drawing shall be due and payable immediately without presentment, demand, protest or notice of any kind (all of which are hereby waived by the Borrower))disbursement, with interest on the amount so paid or disbursed by such Issuing Lender, to the extent not reimbursed prior to 12:00 Noon 2:00 P.M. (New York time) on the date of such payment or disbursement, from and including the date paid or disbursed to but excluding the date such Issuing Lender was reimbursed by the Borrower therefor at a rate per annum equal to which shall be the Base Rate as in effect from time to time plus the Applicable Margin as in effect from time to time for Revolving Loans that are maintained as Base Rate Loans; providedPROVIDED, howeverHOWEVER, to the extent such amounts are not reimbursed prior to 12:00 Noon (New York time) on the third Business Day following the receipt by the Borrower of notice of such payment or disbursement or following upon the occurrence of a Default or an Event of Default under Section 11.0510.05, interest shall thereafter accrue on the amounts so paid or disbursed by such Issuing Lender (and until reimbursed by the Borrower) at a rate per annum equal to which shall be the Base Rate as in effect from time to time plus the Applicable Margin for Revolving Loans that are maintained as Base Rate Loans as in effect from time to time plus 2%, in each such case, with such interest to be payable on demand. Each The respective Issuing Lender shall give the Borrower prompt written notice of each Drawing under any Letter of Credit issued by it(each a "Drawing"), provided PROVIDED that the failure to give any such notice shall in no way affect, impair or diminish the Borrower’s 's obligations hereunder. (b) The obligations of the Borrower under this Section 3.05 2.05 to reimburse each Issuing Lender with respect to drafts, demands and other presentations for payment under Letters of Credit issued by it (each, a “Drawing”) Unpaid Drawings (including, in each case, interest thereon) shall be absolute and unconditional under any and all circumstances and irrespective of any setoff, counterclaim or defense to payment which the Borrower or any Subsidiary of the Borrower may have or have had against any Lender (including in its capacity as an Issuing Lender issuer of the Letter of Credit or as a Participant), including, without limitation, any defense based upon the failure of any drawing under a Letter of Credit Drawing to conform to the terms of the Letter of Credit or any nonapplication or misapplication by the beneficiary of the proceeds of such Drawing; provided, however, PROVIDED that any reimbursement made by the Borrower shall not be obligated without prejudice to reimburse any Issuing Lender for any wrongful payment made by claim it may have against such Issuing Lender under a Letter of Credit issued by it as a result of acts or omissions constituting willful misconduct or a such Issuing Lender's gross negligence on the part of such Issuing Lender (as determined by a court of competent jurisdiction in a final and non-appealable decision)or willful misconduct.

Agreement to Repay Letter of Credit Drawings. (a) The Subject to Section 3.05(b), the U.S. Borrower hereby agrees to reimburse each the Issuing LenderBank, by making payment in Dollars and in immediately available funds directly to the Administrative Agent in immediately available funds at the Payment OfficeOffice for the benefit of the Issuing Bank, for any payment or disbursement made by such the Issuing Lender Bank under any Letter of Credit issued by it (with each such amountamount so paid, so paid until reimbursed by the Borrowerreimbursed, an “Unpaid Drawing”), not later than one Business Day following receipt by immediately after, and in any event on the Borrower of notice of date of, such payment or disbursement (provided that no such notice shall be required to be given if a Default or an Event of Default under Section 11.05 shall have occurred and be continuing, in which case the Unpaid Drawing shall be due and payable immediately without presentment, demand, protest or notice of any kind (all of which are hereby waived by the Borrower))disbursement, with interest on the amount so paid or disbursed by such the Issuing LenderBank, to the extent not reimbursed prior to 12:00 Noon 2:00 P.M. (New York time) on the date of such payment or disbursement, from and including the date paid or disbursed to but excluding the date such the Issuing Lender Bank was reimbursed by the U.S. Borrower therefor at a rate per annum equal to which shall be the Base Rate as in effect from time to time plus the Applicable Margin as in effect from time to time for Dollar Revolving Loans that are maintained as Base Rate Loans; provided, however, to the extent such amounts are not reimbursed prior to 12:00 Noon (New York time) on the third Business Day following the receipt by the Borrower of notice of such payment or disbursement or following upon the occurrence of a Default or an Event of Default under Section 11.0512.05, interest shall thereafter accrue on the amounts so paid or disbursed by such the Issuing Lender Bank (and until reimbursed by the U.S. Borrower) at a rate per annum equal to which shall be the Base Rate as in effect from time to time plus the Applicable Margin for Dollar Revolving Loans that are maintained as Base Rate Loans as in effect from time to time plus 2%, in each such case, with such interest to be payable on demand. Each The Issuing Lender Bank shall give the U.S. Borrower and the Administrative Agent prompt written notice of each Drawing under any Letter of Credit issued by itCredit, provided that except as provided in the immediately preceding sentence, the failure to give any such notice shall in no way affect, impair or diminish the U.S. Borrower’s obligations hereunder. (b) Notwithstanding the requirements of Section 3.05(a), unless otherwise requested by the U.S. Borrower prior to 2:00 P.M. on the date of such payment or disbursement made by the Issuing Bank under a Letter of Credit, any reimbursement of an Unpaid Drawing in an amount equal to or exceeding $1,000,000 shall be effected by having such Unpaid Drawing amount treated as a Base Rate Loan (which Base Rate Loan may be converted in accordance with the provisions of Section 2.07). (c) The obligations of the U.S. Borrower under this Section 3.05 to reimburse each Issuing Lender with respect to drafts, demands and other presentations for payment under Letters of Credit issued by it (each, a “Drawing”) (including, in each case, interest thereon) shall be absolute and unconditional under any and all circumstances and irrespective of any setoff, counterclaim or defense to payment which the Borrower or any Subsidiary of the U.S. Borrower may have or have had against any Lender (including in its capacity as an Issuing Lender issuer of any Letter of Credit or as a Participant), including, without limitation, any defense based upon the failure of any drawing under a Letter of Credit (each a “Drawing”) to conform to the terms of the such Letter of Credit or any nonapplication or misapplication by the beneficiary of the proceeds of such DrawingDrawing or any other matter or circumstance referred to in clauses (i) through (v) of Section 3.04(f); provided, however, provided that the Borrower Issuing Bank shall not be obligated to reimburse any Issuing Lender responsible for any wrongful payment made by such Issuing Lender under a Letter of Credit issued by it as a result of acts damages (excluding consequential damages) to the U.S. Borrower for its gross negligence or omissions constituting willful misconduct or gross negligence on the part of such Issuing Lender (as determined by a court of competent jurisdiction in a final and non-appealable decision)) in connection with drawings made under a Letter of Credit which did not comply or conform to the terms of the respective Letter of Credit.

Agreement to Repay Letter of Credit Drawings. (a) The Borrower agrees to reimburse each the Issuing Lender, by making payment to the Administrative Agent in immediately available funds at the Payment Office, for any payment or disbursement made by such the Issuing Lender under any Letter of Credit issued by it (each such amount, so paid until reimbursed by the Borrowerreimbursed, an “"Unpaid Drawing”"), not later than one Business Day following receipt by the Borrower of notice of such payment or disbursement (provided that no such notice shall be required to be given if a Default or an Event of Default under Section 11.05 10.5 shall have occurred and be continuing, in which case the Unpaid Drawing shall be due and payable immediately without presentment, demand, protest or notice of any kind (all of which are hereby waived by the Borrower)), with interest on the amount so paid or disbursed by such the Issuing Lender, to the extent not reimbursed prior to 12:00 Noon (New York Chicago time) on the date of such payment or disbursement, from and including the date paid or disbursed to but excluding the date such Issuing Lender was reimbursed by the Borrower therefor at a rate per annum equal to the Base Rate as in effect from time to time plus the Applicable Margin as in effect from time to time for Revolving Loans that are maintained as Base Rate Loans; provided, however, to the extent such amounts are not reimbursed prior to 12:00 Noon (New York Chicago time) on the third Business Day following the receipt by the Borrower of notice of such payment or disbursement or following the occurrence of a Default or an Event of Default under Section 11.0510.5, interest shall thereafter accrue on the amounts so paid or disbursed by such the Issuing Lender (and until reimbursed by the Borrower) at a rate per annum equal to the Base Rate as in effect from time to time plus the Applicable Margin for Revolving Loans that are maintained as Base Rate Loans as in effect from time to time plus 2%, with such interest to be payable on demand. Each The Issuing Lender shall give the Borrower prompt written notice of each Drawing under any Letter of Credit issued by it, provided that the failure to give any such notice shall in no way affect, impair or diminish the Borrower’s 's obligations hereunder. (b) The obligations of the Borrower under this Section 3.05 2.5 to reimburse each the Issuing Lender with respect to drafts, demands and other presentations for payment under Letters of Credit issued by it (each, each a “"Drawing”") (including, in each case, interest thereon) shall be absolute and unconditional under any and all circumstances and irrespective of any setoff, counterclaim or defense to payment which the Borrower or any Subsidiary of the Borrower may have or have had against any Lender (including in its capacity as an the Issuing Lender or as a Participant), including, without limitation, any defense based upon the failure of any drawing under a Letter of Credit to conform to the terms of the Letter of Credit or any nonapplication or misapplication by the beneficiary of the proceeds of such Drawing; provided, however, that the Borrower shall not be obligated to reimburse any the Issuing Lender for any wrongful payment made by such the Issuing Lender under a Letter of Credit issued by it as a result of acts or omissions constituting willful misconduct or gross negligence on the part of such the Issuing Lender (as determined by a court of competent jurisdiction in a final and non-appealable decisiondecision of such court, subject to any appeal rights of the Issuing Lender).

Agreement to Repay Letter of Credit Drawings. (a) The Borrower hereby agrees to reimburse each Issuing Lenderthe applicable Letter of Credit Issuer, by making payment in Dollars to the Administrative Agent in immediately available funds at the Payment Officefunds, for any payment or disbursement made by such Issuing Lender Letter of Credit Issuer under any Letter of Credit issued by it (each such amount, amount so paid until reimbursed by the Borrowerreimbursed, an “Unpaid Drawing”), not later than one ) on the first Business Day following receipt by the date that such Letter of Credit Issuer provides written notice to the Borrower of notice of such payment or disbursement (provided that no such notice shall be required to be given if a Default or an Event of Default under Section 11.05 shall have occurred and be continuingdate for reimbursement, in which case the Unpaid Drawing shall be due and payable immediately without presentment, demand, protest or notice of any kind (all of which are hereby waived by the Borrower)“Reimbursement Date”), with interest on the amount so paid or disbursed by such Issuing LenderLetter of Credit Issuer, to the extent not reimbursed prior to 12:00 Noon (New York time) on from and including the date of such payment or disbursement, from and including the date paid or disbursed disbursement to but excluding the date such Issuing Lender was reimbursed by Reimbursement Date, at the Borrower therefor at a rate per annum rate for each day equal to the Base Rate Overnight Rate; provided that, notwithstanding anything contained in this Agreement to the contrary, (i) in the case of any Unpaid Drawings under any Revolving Letters of Credit, (A) unless the Borrower shall have notified the Administrative Agent and the relevant Letter of Credit Issuer prior to 10:00 a.m. on the Reimbursement Date that the Borrower intends to reimburse the relevant Letter of Credit Issuer for the amount of such drawing with funds other than the proceeds of Revolving Credit Loans, the Borrower shall be deemed to have given a Notice of Borrowing requesting that, with respect to Revolving Letters of Credit, the Lenders with Revolving Credit Commitments make Revolving Credit Loans (which shall be ABR Loans) on the Reimbursement Date in the amount of such Unpaid Drawing and (B) the Administrative Agent shall promptly notify each Revolving Credit Lender of such drawing and the amount of its Revolving Credit Loan to be made in respect thereof (without regard to the Minimum Borrowing Amount), and each Revolving L/C Participant shall be irrevocably obligated to make a Revolving Credit Loan to the Borrower in the manner deemed to have been requested in the amount of its Revolving Credit Commitment Percentage (determined without regard to the Class of Revolving Credit Commitments held by such Lender) of the applicable Unpaid Drawing by 2:00 p.m. on such Reimbursement Date by making the amount of such Revolving Credit Loan available to the Administrative Agent and the Administrative Agent shall use the proceeds of such Revolving Credit Loans solely for purpose of reimbursing the relevant Letter of Credit Issuer for the related Unpaid Drawing or (ii) in the case of any Unpaid Drawing under any Term Letter of Credit, unless the Borrower shall have notified the Administrative Agent and the relevant Letter of Credit Issuer prior to 10:00 a.m. on the Reimbursement Date that the Borrower intends to reimburse the relevant Letter of Credit Issuer for the amount of such drawing with its own funds, the Collateral Agent shall (or shall instruct the Collateral Trustee to) instruct the applicable Depositary Bank to cause the amounts on deposit in the applicable Term C Loan Collateral Account to be disbursed to the applicable Term Letter of Credit Issuer for application to repay in full the amount of such Unpaid Drawing. For the avoidance of doubt, all Borrowings of Revolving Credit Loans under this Section 3.4(a) shall be made by each Lender with a Revolving Credit Commitment pro rata based on each such Lender’s Revolving Credit Commitment Percentage (determined without regard to Class of Revolving Credit Commitments held by such Lender). In the event that the Borrower fails to Cash Collateralize any Revolving Letter of Credit that is outstanding on the applicable Revolving L/C Maturity Date, the full amount of the Revolving Letters of Credit Outstanding in respect of such Revolving Letter of Credit shall be deemed to be an Unpaid Drawing subject to the provisions of this Section 3.4 except that the Revolving Letter of Credit Issuer shall hold the proceeds received from the Lenders as contemplated above as cash collateral for such Revolving Letter of Credit to reimburse any Drawing under such Revolving Letter of Credit and shall use such proceeds first, to reimburse itself for any Drawings made in effect from time to time plus respect of such Revolving Letter of Credit following the Applicable Margin as in effect from time to time for applicable Revolving Loans that are maintained as Base Rate Loans; providedL/C Maturity Date, howeversecond, to the extent such amounts are not reimbursed prior to 12:00 Noon (New York time) on the third Business Day following the receipt by the Borrower of notice of such payment or disbursement or following the occurrence of a Default or an Event of Default under Section 11.05, interest shall thereafter accrue on the amounts so paid or disbursed by such Issuing Lender (and until reimbursed by the Borrower) at a rate per annum equal to the Base Rate as in effect from time to time plus the Applicable Margin for Revolving Loans that are maintained as Base Rate Loans as in effect from time to time plus 2%, with such interest to be payable on demand. Each Issuing Lender shall give the Borrower prompt written notice of each Drawing under any Letter of Credit issued by it, provided that the failure to give expires or is returned undrawn while any such notice shall cash collateral remains, to the repayment of obligations in no way affectrespect of any Revolving Credit Loans that have not been paid at such time and third, impair to the Borrower or diminish the Borrower’s obligations hereunderas otherwise directed by a court of competent jurisdiction. (b) The obligations of the Borrower under this Section 3.05 3.4 to reimburse each Issuing Lender the Letter of Credit Issuers with respect to drafts, demands and other presentations for payment under Letters of Credit issued by it (each, a “Drawing”) Unpaid Drawings (including, in each case, interest thereon) shall be absolute and unconditional under any and all circumstances and irrespective of any setoffset-off, counterclaim or defense to payment which that the Borrower or any Subsidiary of the Borrower other Person may have or have had against any Letter of Credit Issuer, the Administrative Agent or any Lender (including in its capacity as an Issuing Lender or as a Revolving L/C Participant), including, without limitation, including any defense based upon the failure of any drawing under a Letter of Credit (each a “Drawing”) to conform to the terms of the Letter of Credit or any nonapplication non-application or misapplication by the beneficiary of the proceeds of such Drawing; provided, however, provided that the Borrower shall not be obligated to reimburse any Issuing Lender Letter of Credit Issuer for any wrongful payment made by such Issuing Lender Letter of Credit Issuer under a the Letter of Credit issued by it as a result of acts or omissions constituting gross negligence, bad faith, willful misconduct or gross negligence on the part a material breach by such Letter of such Issuing Lender Credit Issuer (or any of its Related Parties) of any Credit Document, in each case, as determined by in a final non-appealable judgement of a court of competent jurisdiction in a final and non-appealable decision)jurisdiction.

Agreement to Repay Letter of Credit Drawings. (a) The Borrower agrees to reimburse each Issuing Lender, by making payment to the Administrative Agent in immediately available funds at the Payment Office, for any payment or disbursement made by such Issuing Lender under any Letter of Credit issued by it (each such amount, so paid until reimbursed by the Borrower, an “Unpaid Drawing”), not later than one Business Day following receipt by the Borrower of notice of such payment or disbursement (provided that no such notice shall be required to be given if a Default or an Event of Default under Section 11.05 with respect to the Borrower shall have occurred and be continuing, in which case the Unpaid Drawing shall be due and payable immediately without presentment, demand, protest or notice of any kind (all of which are hereby waived by the Borrower)), with interest on the amount so paid or disbursed by such Issuing Lender, to the extent not reimbursed prior to 12:00 Noon 1:00 P.M. (New York time) on the date of such payment or disbursement, from and including the date paid or disbursed to but excluding the date such Issuing Lender was reimbursed by the Borrower therefor at a rate per annum equal to the Base Rate as in effect from time to time plus the Applicable Margin as in effect from time to time for Revolving Loans that are maintained as Base Rate Loans; provided, however, to the extent such amounts are not reimbursed prior to 12:00 Noon 1:00 P.M. (New York time) on the third Business Day following the receipt by the Borrower of notice of such payment or disbursement or following the occurrence of a Default or an Event of Default under Section 11.0511.05 with respect to the Borrower, interest shall thereafter accrue on the amounts so paid or disbursed by such Issuing Lender (and until reimbursed by the Borrower) at a rate per annum equal to the Base Rate as in effect from time to time plus the Applicable Margin for Revolving Loans that are maintained as Base Rate Loans as in effect from time to time plus 2%, with such interest to be payable on demand. Each Issuing Lender shall give the Borrower prompt written notice of each Drawing under any Letter of Credit issued by it, ; provided that the failure to give any such notice shall in no way affect, impair or diminish the Borrower’s obligations hereunder. (b) The obligations of the Borrower under this Section 3.05 to reimburse each Issuing Lender with respect to drafts, demands and other presentations for payment under Letters of Credit issued by it (each, a “Drawing”) (including, in each case, interest thereon) shall be absolute and unconditional under any and all circumstances and irrespective of any setoff, counterclaim or defense to payment which the Borrower Holdings or any Subsidiary of the Borrower Holdings may have or have had against any Lender (including in its capacity as an Issuing Lender or as a Participant), including, without limitation, any defense based upon the failure of any drawing under a Letter of Credit to conform to the terms of the Letter of Credit or any nonapplication or misapplication by the beneficiary of the proceeds of such Drawing; provided, however, that the Borrower shall not be obligated to reimburse any Issuing Lender for any wrongful payment made by such Issuing Lender under a Letter of Credit issued by it as a result of acts or omissions constituting willful misconduct or gross negligence on the part of such Issuing Lender (as determined by a court of competent jurisdiction in a final and non-appealable decision).

Agreement to Repay Letter of Credit Drawings. (a) The Borrower Each Account Party hereby agrees to reimburse each the respective Issuing LenderBank, by making payment in Dollars (or, in the case of a reimbursement under an Alternate Currency Letter of Credit, at any time prior to the occurrence of a Sharing Event, the Alternate Currency in which such Alternate Currency Letter of Credit is denominated) and in immediately available funds directly to the Administrative Agent in immediately available funds at the Payment OfficeOffice for the benefit of such Issuing Bank, for any payment or disbursement (in the case of any such payment or disbursement under any Alternate Currency Letter of Credit which is unpaid on the date of the occurrence of a Sharing Event, or which payments or disbursements are made thereafter, taking the Dollar Equivalent of the amount of the respective payment or disbursement made in the respective Alternate Currency in which such Alternate Currency Letter of Credit is denominated as such Dollar Equivalent is determined on the first date upon which the respective Sharing Event occurs or, if later, the date upon which the respective payment or disbursement is made) made by such Issuing Lender Bank under any Letter of Credit issued by it for the account of the respective Account Party (with each such amountamount so paid, so paid until reimbursed by the Borrowerreimbursed, an “Unpaid Drawing”), not later than one the Business Day following receipt by after the Borrower of notice Administrative Agent or such Issuing Bank notifies the respective Account Party of such payment or disbursement (provided that no such notice shall be required to be given if a Default or an Event of Default under Section 11.05 shall have occurred and be continuing, in which case the Unpaid Drawing shall be due and payable immediately without presentment, demand, protest or notice of any kind (all of which are hereby waived by the Borrower))disbursement, with interest on the amount so paid or disbursed by such Issuing LenderBank, to the extent not reimbursed prior to 12:00 Noon 2:00 P.M. (New York time) ), on the date of such payment or disbursement, from and including the date paid or disbursed to but excluding the date such Issuing Lender was Bank is reimbursed by the Borrower respective Account Party therefor at a rate per annum equal to which shall be (x) in the case of Dollar Letters of Credit and other amounts owing in Dollars after the occurrence of a Sharing Event, the Base Rate as in effect from time to time plus the Applicable Margin for Dollar Revolving Loans maintained as Base Rate Loans as in effect from time to time and (y) in the case of Alternate Currency Letters of Credit denominated in a given Alternate Currency for periods occurring prior to the occurrence of a Sharing Event, the relevant Euro Rate (as determined on the basis provided in the proviso appearing in the definition of the relevant Euro Rate) in effect from time to time plus the Applicable Margin for Alternate Currency Revolving Loans that are maintained as Base Rate Loans; in effect from time to time plus any Mandatory Costs, provided, however, to the extent such amounts are not reimbursed prior to 12:00 Noon (New York time) on the third Business Day following the receipt of notice by the Borrower of notice respective Account Party from the Administrative Agent or the respective Issuing Bank of such payment or disbursement or following upon the occurrence of a Default or an Event of Default under Section 11.0510.05, interest shall thereafter accrue on the amounts so paid or disbursed by such Issuing Lender Bank (and until reimbursed by the Borrowerrespective Account Party) at a rate per annum equal to which shall be (x) in the case of Dollar Letters of Credit and other amounts owing in Dollars after the occurrence of a Sharing Event, the Base Rate as in effect from time to time plus the Applicable Margin for Dollar Revolving Loans that are maintained as Base Rate Loans as in effect from time to time plus 2% and (y) in the case of Alternate Currency Letters of Credit denominated in a given Alternate Currency for periods occurring prior to the occurrence of a Sharing Event, the relevant Euro Rate (as determined on the basis provided in the proviso appearing in the definition of the relevant Euro Rate) in effect from time to time plus the Applicable Margin for Alternate Currency Revolving Loans as in effect from time to time plus any Mandatory Costs plus 2%, in each such case, with such interest to be payable on demand, provided further, that it is understood and agreed that the notice referred to above in this clause (a) and in the immediately preceding proviso shall not be required to be given if a Default or an Event of Default under Section 10.05 shall have occurred and be continuing (in which case the Unpaid Drawings shall be due and payable immediately without presentment, demand, protest or notice of any kind (all of which are hereby waived by each Account Party) and shall bear interest at the rate provided in the foregoing proviso). Each The respective Issuing Lender Bank shall give the Borrower respective Account Party and the Administrative Agent (if not the Issuing Bank under the respective Letter of Credit) prompt written notice of each Drawing under any Letter of Credit issued by itCredit, provided that the failure to give any such notice shall in no way affect, impair or diminish the Borrowerrespective Account Party’s obligations hereunder. (b) The obligations of the Borrower each Account Party under this Section 3.05 2.05 to reimburse each the respective Issuing Lender Bank with respect to drafts, demands and other presentations for payment under Letters of Credit issued by it (each, a “Drawing”) Unpaid Drawings (including, in each case, interest thereon) shall be absolute and unconditional under any and all circumstances and irrespective of any setoff, counterclaim or defense to payment which the Borrower or any Subsidiary of the Borrower respective Account Party may have or have had against any Lender (including in its capacity as an Issuing Lender issuer of the Letter of Credit or as a Participant), including, without limitation, any defense based upon the failure of any drawing under a Letter of Credit (each, a “Drawing”) to conform to the terms of the Letter of Credit or any nonapplication or misapplication by the beneficiary of the proceeds of such Drawing; provided, however, provided that the Borrower respective Issuing Bank shall not be obligated to reimburse any Issuing Lender responsible for any wrongful payment made by such Issuing Lender under a Letter of Credit issued by it as a result of acts damages (excluding consequential damages) to the respective Account Party for its gross negligence or omissions constituting willful misconduct or gross negligence on the part of such Issuing Lender (as finally determined by a court of competent jurisdiction jurisdiction) in connection with drawings made under a final and non-appealable decision)Letter of Credit which did not comply or conform to the terms of the respective Letter of Credit.

Agreement to Repay Letter of Credit Drawings. (a) The Borrower hereby agrees to reimburse each the respective Issuing LenderBank, by making payment to the Administrative Agent for the account of such Issuing Bank in Dollars (or, in the case of any payment or disbursement made by such Issuing Bank in a currency other than Dollars, of the Dollar Equivalent of such payment or disbursement) and in immediately available funds at the Payment Office, for any payment or disbursement made by such Issuing Lender it under any Letter of Credit issued by it (each such amount, or the Dollar Equivalent thereof as determined by the Agent on the date of payment or disbursement, so paid until reimbursed by the Borrowerreimbursed, an “"Unpaid Drawing”"), not later than one Business Day following receipt by immediately after, and in any event on the Borrower of notice date of, the date of such payment or disbursement (provided that no such notice shall be required to be given if a Default or an Event of Default under Section 11.05 shall have occurred and be continuing, in which case the Unpaid Drawing shall be due and payable immediately without presentment, demand, protest or notice of any kind (all of which are hereby waived by the Borrower))disbursement, with interest on the amount so paid or disbursed by such Issuing LenderBank, to the extent not reimbursed prior to 12:00 Noon (New York time) on the date of such payment or disbursement, from and including the date paid or disbursed to but excluding the date such Issuing Lender Bank was reimbursed by the Borrower therefor at a rate per annum equal to which shall be the Base Rate as in effect from time to time plus the Applicable Margin as in effect from time to time for Revolving Loans that are maintained as Base Rate Loans; provided, however, to the extent such amounts are not reimbursed prior to 12:00 Noon (New York time) on the third Business Day following the receipt by the Borrower of notice of such payment or disbursement or following the occurrence of a Default or an Event of Default under Section 11.05disbursement, interest shall thereafter accrue on the amounts so paid or disbursed by such Issuing Lender Bank (and until reimbursed by the Borrower) at a rate per annum equal to which shall be the Base Rate as in effect from time to time plus the Applicable Margin for Revolving Loans that are maintained as Base Rate Loans as in effect from time to time plus 2%, in each such case, with such interest to be payable on demand. Each The respective Issuing Lender Bank shall give the Borrower prompt written notice of each Drawing under any Letter of Credit issued by it, Credit; provided that the failure to give any such notice shall in no way affect, impair or diminish the Borrower’s 's obligations hereunder. (b) The obligations of the Borrower under this Section 3.05 2.05 to reimburse each the respective Issuing Lender Bank with respect to drafts, demands and other presentations for payment under payments or disbursements on Letters of Credit issued by it (each, a “"Drawing”") (including, in each case, interest thereon) shall be absolute and unconditional under any and all circumstances and irrespective of any setoff, counterclaim or defense to payment which the Borrower or any Subsidiary of the Borrower may have or have had against any Lender Bank (including in its capacity as an Issuing Lender or as a Participant), including, without limitation, any defense based upon the failure of any drawing under a Letter of Credit to conform to the terms issuer of the Letter of Credit or as Participant), or any nonapplication non-application or misapplication by the beneficiary of the proceeds of such Drawing; provided, however, that the respective Issuing Bank's only obligation to the Borrower shall not being to confirm that any documents required to be obligated to reimburse any Issuing Lender for any wrongful payment made by delivered under such Issuing Lender under a Letter of Credit issued appear to have been delivered and that they appear to comply on their face with the requirements of such Letter of Credit. Any action taken or omitted to be taken by it as a result any Issuing Bank under or in connection with any Letter of acts Credit, if taken or omissions constituting willful misconduct or omitted in the absence of gross negligence on the part of or willful misconduct, shall not create for such Issuing Lender (as determined by a court of competent jurisdiction in a final and non-appealable decision)Bank any resulting liability to the Borrower or any other Credit Party.

Agreement to Repay Letter of Credit Drawings. (a) The Borrower agrees to reimburse each Issuing Lender, by making payment to the Administrative Agent in immediately available funds at the Payment Office, for any payment or disbursement made by such Issuing Lender under any Letter of Credit issued by it (each such amount, so paid until reimbursed by the Borrowerreimbursed, an “Unpaid Drawing”), not later than one Business Day following receipt by the Borrower of notice of such payment or disbursement (provided that that, no such notice shall be required to be given if a Default or an Event of Default under Section 11.05 10.05 shall have occurred and be continuing, in which case the Unpaid Drawing shall be due and payable immediately without presentment, demand, protest or notice of any kind (all of which are hereby waived by the Borrower)), with interest on the amount so paid or disbursed by such Issuing Lender, to the extent not reimbursed prior to 12:00 Noon (New York time) on the date of such payment or disbursement, from and including the date paid or disbursed to but excluding the date such Issuing Lender was reimbursed by the Borrower therefor at a rate per annum equal to the Base Rate Rate, as in effect from time to time time, plus the Applicable Margin as in effect from time to time for Revolving Loans that are maintained as Base Rate Loansminus 1%; provided, however, to the extent such amounts are not reimbursed prior to 12:00 Noon (New York time) on the third Business Day following the receipt by the Borrower of notice of such payment or disbursement or following the occurrence of a Default or an Event of Default under Section 11.0510.05, interest shall thereafter accrue on the amounts so paid or disbursed by such Issuing Lender (and until reimbursed by the Borrower) at a rate per annum equal to the Base Rate as in effect from time to time plus the Applicable Margin for Revolving Loans that are maintained as Base Rate Loans as in effect from time to time plus 21%, with such interest to be payable on demand. Each Issuing Lender shall give the Borrower prompt written notice of each Drawing under any Letter of Credit issued by it, provided that that, the failure to give any such notice shall in no way affect, impair or diminish the Borrower’s obligations hereunder. (b) The T he obligations of the Borrower under this Section 3.05 2.05 to reimburse each Issuing Lender with respect to drafts, demands and other presentations for payment under Letters of Credit issued by it (each, each a “Drawing”) (including, in each case, interest thereon) shall be absolute and unconditional under any and all circumstances and irrespective of any setoff, counterclaim or defense to payment which the Borrower or any Subsidiary of the Borrower may have or have had against any Lender (including in its capacity as an Issuing Lender or as a Participant), including, without limitation, any defense based upon the failure of any drawing under a Letter of Credit to conform to the terms of the Letter of Credit or any nonapplication or misapplication by the beneficiary of the proceeds of such Drawing; provided, however, that the Borrower shall not be obligated to reimburse any Issuing Lender for any wrongful payment made by such Issuing Lender under a Letter of Credit issued by it as a result of acts or omissions constituting willful misconduct or gross negligence on the part of such Issuing Lender (as determined by a court of competent jurisdiction in a final and non-appealable decision).

Agreement to Repay Letter of Credit Drawings. (a) The Borrower agrees Borrowers jointly and severally agree to reimburse each Issuing LenderBank, by making payment to the Administrative Agent in immediately available funds at the Payment Officefunds, for any payment or disbursement made by such Issuing Lender Bank under any Letter of Credit issued by it (each such amount, so paid until reimbursed by the Borrower, an “Unpaid Drawing”)it, not later than one Business Day following receipt by the Borrower Funds Administrator of notice from the Agent of such payment or disbursement (provided that no such notice shall be required to be given if a Default or an Event of Default under Section 11.05 shall have occurred and be continuing, in which case the Unpaid Drawing shall be due and payable immediately without presentment, demand, protest or notice of any kind (all of which are hereby waived by the Borrower))disbursement, with interest on the amount so paid or disbursed by such Issuing LenderBank, to the extent not reimbursed prior to 12:00 Noon (New York time) on the date of such payment or disbursement, from and including the date paid or disbursed to but excluding the date such Issuing Lender was Bank is reimbursed by the Borrower therefor at a rate per annum equal to the Base Prime Lending Rate as in effect from time to time plus the Applicable Margin as in effect from time to time for Revolving Loans that are maintained as Base Rate LoansPLUS one and one-half percent (1. 50%); providedPROVIDED, howeverthat, to the extent such amounts are not reimbursed prior to 12:00 Noon (New York time) on the third Business Day following the receipt by the Borrower Funds Administrator of notice of such payment or disbursement or following the occurrence and during the continuance of a Default or an Event of Default under Section 11.05Default, interest shall thereafter accrue on the amounts so paid or disbursed by such the Issuing Lender Bank (and until reimbursed by the BorrowerBorrowers) at a rate per annum equal to the Base Prime Lending Rate as in effect from time to time plus the Applicable Margin for Revolving Loans that are maintained as Base Rate Loans as in effect from time to time plus 2PLUS one and one-half percent (1.50%) PLUS two percent (2.00%), with such interest to be payable on demand. Each The Issuing Lender Bank shall give the Borrower Funds Administrator prompt written notice of each Drawing under any Letter of Credit issued by it, provided PROVIDED, that the failure to give any such notice shall in no way affect, impair or diminish the any Borrower’s 's obligations hereunder. (b) The joint and several obligations of the Borrower Borrowers under this Section 3.05 SECTION 3.5 to reimburse each the Issuing Lender Bank with respect to drafts, demands and other presentations for payment drawings under Letters of Credit issued by it (each, each a “Drawing”"DRAWING") (including, in each case, interest thereon) shall be absolute and unconditional under any and all circumstances and irrespective of any setoff, counterclaim or defense to payment which the any Borrower or any Subsidiary of the any Borrower may have or have had against any Lender (including in its capacity as an Issuing Lender Bank or as a LC Participant), including, without limitation, any defense based upon the failure of any drawing Drawing under a Letter of Credit to conform to the terms of the Letter of Credit or any nonapplication or misapplication by the beneficiary of the proceeds of such Drawing; provided, howeverPROVIDED, that the Borrower Borrowers shall not be obligated to reimburse any Issuing Lender Bank for any wrongful payment made by such Issuing Lender Bank under a Letter of Credit issued by it as a result of acts or omissions constituting willful misconduct or gross negligence on the part of such Issuing Lender Bank (as determined by a court of competent jurisdiction in a final and non-appealable decision).

Agreement to Repay Letter of Credit Drawings. (a) The Borrower Each Account Party hereby agrees to reimburse each the respective Issuing LenderBank, by making payment in Dollars (or, in the case of a reimbursement under an Alternate Currency Letter of Credit, at any time prior to the occurrence of a Sharing Event, the Alternate Currency in which such Alternate Currency Letter of Credit is denominated) and in immediately available funds directly to the Administrative Agent in immediately available funds at the Payment OfficeOffice for the benefit of such Issuing Bank, for any payment or disbursement (in the case of any such payment or disbursement under any Alternate Currency Letter of Credit which is unpaid on the date of the occurrence of a Sharing Event, or which payments or disbursements are made thereafter, taking the Dollar Equivalent of the amount of the respective payment or disbursement made in the respective Alternate Currency in which such Alternate Currency Letter of Credit is denominated as such Dollar Equivalent is determined on the first date upon which the respective Sharing Event occurs or, if later, the date upon which the respective payment or disbursement is made) made by such Issuing Lender Bank under any Letter of Credit issued by it for the account of the respective Account Party (with each such amountamount so paid, so paid until reimbursed by the Borrowerreimbursed, an “Unpaid Drawing”), not later than one the Business Day following receipt by after the Borrower of notice Administrative Agent or such Issuing Bank notifies the respective Account Party of such payment or disbursement (provided that no such notice shall be required to be given if a Default or an Event of Default under Section 11.05 shall have occurred and be continuing, in which case the Unpaid Drawing shall be due and payable immediately without presentment, demand, protest or notice of any kind (all of which are hereby waived by the Borrower))disbursement, with interest on the amount so paid or disbursed by such Issuing LenderBank, to the extent not reimbursed prior to 12:00 Noon 2:00 P.M. (New York time) ), on the date of such payment or disbursement, from and including the date paid or disbursed to but excluding the date such Issuing Lender was Bank is reimbursed by the Borrower respective Account Party therefor at a rate per annum equal to which shall be (x) in the case of Dollar Letters of Credit and other amounts owing in Dollars after the occurrence of a Sharing Event, the Base Rate as in effect from time to time plus the Applicable Margin for Dollar Revolving Loans maintained as Base Rate Loans as in effect from time to time and (y) in the case of Alternate Currency Letters of Credit denominated in a given Alternate Currency for periods occurring prior to the occurrence of a Sharing Event, the relevant Euro Rate (as determined on the basis provided in the proviso appearing in the definition of the relevant Euro Rate) or relevant Alternate Currency Non-LIBOR Rate, as applicable, in effect from time to time plus the Applicable Margin for Alternate Currency Revolving Loans that are maintained as Base Rate Loans; in effect from time to time plus any Mandatory Costs, provided, however, to the extent such amounts are not reimbursed prior to 12:00 Noon (New York time) on the third Business Day following the receipt of notice by the Borrower of notice respective Account Party from the Administrative Agent or the respective Issuing Bank of such payment or disbursement or following upon the occurrence of a Default or an Event of Default under Section 11.0510.05, interest shall thereafter accrue on the amounts so paid or disbursed by such Issuing Lender Bank (and until reimbursed by the Borrowerrespective Account Party) at a rate per annum equal to which shall be (x) in the case of Dollar Letters of Credit and other amounts owing in Dollars after the occurrence of a Sharing Event, the Base Rate as in effect from time to time plus the Applicable Margin for Dollar Revolving Loans that are maintained as Base Rate Loans as in effect from time to time plus 2% and (y) in the case of Alternate Currency Letters of Credit denominated in a given Alternate Currency for periods occurring prior to the occurrence of a Sharing Event, the relevant Euro Rate (as determined on the basis provided in the proviso appearing in the definition of the relevant Euro Rate) or relevant Alternate Currency Non-LIBOR Rate, as applicable, in effect from time to time plus the Applicable Margin for Alternate Currency Revolving Loans as in effect from time to time plus any Mandatory Costs plus 2%, in each such case, with such interest to be payable on demand, provided further, that it is understood and agreed that the notice referred to above in this clause (a) and in the immediately preceding proviso shall not be required to be given if a Default or an Event of Default under Section 10.05 shall have occurred and be continuing (in which case the Unpaid Drawings shall be due and payable immediately without presentment, demand, protest or notice of any kind (all of which are hereby waived by each Account Party) and shall bear interest at the rate provided in the foregoing proviso). Each The respective Issuing Lender Bank shall give the Borrower respective Account Party and the Administrative Agent (if not the Issuing Bank under the respective Letter of Credit) prompt written notice of each Drawing under any Letter of Credit issued by itCredit, provided that the failure to give any such notice shall in no way affect, impair or diminish the Borrowerrespective Account Party’s obligations hereunder. (b) The obligations of the Borrower each Account Party under this Section 3.05 2.05 to reimburse each the respective Issuing Lender Bank with respect to drafts, demands and other presentations for payment under Letters of Credit issued by it (each, a “Drawing”) Unpaid Drawings (including, in each case, interest thereon) shall be absolute and unconditional under any and all circumstances and irrespective of any setoff, counterclaim or defense to payment which the Borrower or any Subsidiary of the Borrower respective Account Party may have or have had against any Lender (including in its capacity as an Issuing Lender issuer of the Letter of Credit or as a Participant), including, without limitation, any defense based upon the failure of any drawing under a Letter of Credit (each, a “Drawing”) to conform to the terms of the Letter of Credit or any nonapplication or misapplication by the beneficiary of the proceeds of such Drawing; provided, however, provided that the Borrower respective Issuing Bank shall not be obligated to reimburse any Issuing Lender responsible for any wrongful payment made by such Issuing Lender under a Letter of Credit issued by it as a result of acts damages (excluding consequential damages) to the respective Account Party for its gross negligence or omissions constituting willful misconduct or gross negligence on the part of such Issuing Lender (as finally determined by a court of competent jurisdiction jurisdiction) in connection with drawings made under a final and non-appealable decision)Letter of Credit which did not comply or conform to the terms of the respective Letter of Credit.

Agreement to Repay Letter of Credit Drawings. (a) The Borrower agrees to reimburse each Issuing Lender, by making payment to the Administrative Agent in Dollars and in immediately available funds at the Payment Office, for any payment or disbursement made by such Issuing Lender under any Letter of Credit issued by it (each such amount, so paid until reimbursed by the Borrowerreimbursed, an “"Unpaid Drawing”"), not later than one Business Day following receipt by the Borrower of notice of such payment or disbursement (provided that no such notice shall be required to be given if a Default or an Event of Default under Section 11.05 10.05 shall have occurred and be continuing, in which case the Unpaid Drawing shall be due and payable immediately without presentment, demand, protest or notice of any kind (all of which are hereby waived by the Borrower)), with interest on the amount so paid or disbursed by such Issuing Lender, to the extent not reimbursed prior to 12:00 Noon (New York Detroit, Michigan time) on the date of such payment or disbursement, from and including the date paid or disbursed to but excluding the date such Issuing Lender was reimbursed by the Borrower therefor at a rate per annum equal to which shall be the sum of the Applicable Margin for Base Rate Loans plus the Base Rate each as in effect from time to time plus the Applicable Margin as in effect from time to time for Revolving Loans that are maintained as Base Rate Loanstime; provided, however, to the extent such amounts are not reimbursed prior to 12:00 Noon (New York Detroit, Michigan time) on the third Business Day following the receipt by the Borrower of notice of such payment or disbursement or following the occurrence of a Default or an Event of Default under Section 11.0510.05, interest shall thereafter accrue on the amounts so paid or disbursed by such Issuing Lender (and until reimbursed by the Borrower) at a rate per annum equal to which shall be the Base Rate as in effect from time to time plus sum of the Applicable Margin for Revolving Loans that are maintained as Base Rate Loans plus the Base Rate each as in effect from time to time plus 2%, in each such case, with such interest to be payable on demand. Each Issuing Lender shall give the Borrower prompt written notice of each Drawing under any Letter of Credit issued by it, provided that the failure to give any such notice shall in no way affect, impair or diminish the Borrower’s 's obligations hereunder. (b) The obligations of the Borrower under this Section 3.05 2.05 to reimburse each Issuing Lender with respect to drafts, demands and other presentations for payment under Letters of Credit issued by it (each, a “Drawing”) Unpaid Drawings (including, in each case, interest thereon) shall be absolute and unconditional under any and all circumstances and irrespective of any setoff, counterclaim or defense to payment which the Borrower or any Subsidiary of the Borrower may have or have had against any Lender (including in its capacity as an Issuing Lender issuer of the Letter of Credit or as a Participant), including, without limitation, any defense based upon the failure of any drawing or payment under a Letter of Credit (each a "Drawing") to conform to the terms of the Letter of Credit or any nonapplication or misapplication by the beneficiary of the proceeds of such Drawing; provided, however, that the Borrower shall not be obligated to reimburse any the respective Issuing Lender for any wrongful payment made by such Issuing Lender under a Letter of Credit issued by it as a result of acts or omissions constituting willful misconduct or gross negligence on the part of such Issuing Lender (as determined by a court of competent jurisdiction in a final and non-appealable decision).

Agreement to Repay Letter of Credit Drawings. (a) The Borrower agrees to reimburse each the respective Issuing Lender, by making payment to the Administrative Agent in immediately available funds at the Payment Office, for any payment or disbursement made by such Issuing Lender under any Letter of Credit issued by it (each such amount, so paid until reimbursed by the Borrowerreimbursed, an “"Unpaid Drawing”"), not later than one Business Day following receipt by the Borrower of notice of such payment or disbursement (provided that no such notice shall be required to be given if a Default or an Event of Default under Section 11.05 10.05 shall have occurred and be continuing, in which case the Unpaid Drawing shall be due and payable immediately without presentment, demand, protest or notice of any kind (all of which are hereby waived by the Borrower)), with interest on the amount so paid or disbursed by such Issuing Lender, to the extent not reimbursed prior to 12:00 Noon (New York time) on the date of such payment or disbursement, from and including the date paid or disbursed to but excluding the date such Issuing Lender was reimbursed by the Borrower therefor at a rate per annum equal to the Base Rate as in effect from time to time plus the Applicable Margin as in effect from time to time for Revolving Loans that are maintained as Base Rate Loans; providedPROVIDED, howeverHOWEVER, to the extent such amounts are not reimbursed prior to 12:00 Noon (New York time) on the third Business Day following the receipt by the Borrower of notice of such payment or disbursement or following the occurrence of a Default or an Event of Default under Section 11.0510.05, interest shall thereafter accrue on the amounts so paid or disbursed by such Issuing Lender (and until reimbursed by the Borrower) at a rate per annum equal to the Base Rate as in effect from time to time plus the Applicable Margin for Revolving Loans that are maintained as Base Rate Loans as in effect from time to time plus 2%, with such interest to be payable on demand. Each The respective Issuing Lender shall give the Borrower prompt written notice of each Drawing under any Letter of Credit issued by it, provided PROVIDED that the failure to give any such notice shall in no way affect, impair or diminish the Borrower’s 's obligations hereunder. (b) The obligations of the Borrower under this Section 3.05 2.05 to reimburse each the respective Issuing Lender with respect to drafts, demands and other presentations for payment under Letters of Credit issued by it (each, each a “"Drawing”") (including, in each case, interest thereon) shall be absolute and unconditional under any and all circumstances and irrespective of any setoff, counterclaim or defense to payment which the Borrower or any Subsidiary of the Borrower may have or have had against any Lender (including in its capacity as an Issuing Lender or as a Participant), including, without limitation, any defense based upon the failure of any drawing under a Letter of Credit to conform to the terms of the Letter of Credit or any nonapplication or misapplication by the beneficiary of the proceeds of such Drawing; providedPROVIDED, howeverHOWEVER, that the Borrower shall not be obligated to reimburse any Issuing Lender for any wrongful payment made by such Issuing Lender under a Letter of Credit issued by it as a result of acts or omissions constituting willful misconduct or gross negligence on the part of such Issuing Lender (as determined by a court of competent jurisdiction in a final and non-appealable decision).

Agreement to Repay Letter of Credit Drawings. (a) The Borrower -------------------------------------------- hereby agrees to reimburse each the respective Issuing Lender, by making payment in Dollars to the Administrative Agent at the Payment Office in immediately available funds at for the Payment Officeaccount of such Issuing Lender, for any payment or disbursement made by such Issuing Lender under any Letter of Credit issued by it (each such amount, amount so paid until reimbursed by the Borrowerreimbursed, an “"Unpaid Drawing”"), not later than within one Business Day following receipt by the Administrative Agent's notice to the Borrower of notice of such payment or disbursement (provided that no any such notice shall be required deemed to be have been given on a certain day only if a Default or an Event of Default under Section 11.05 shall have occurred and be continuing, in which case the Unpaid Drawing shall be due and payable immediately without presentment, demand, protest or notice of any kind given before 10:00 A.M. (all of which are hereby waived by the Borrower)New York time) on such day), with interest on the amount so paid or disbursed by such Issuing Lender, to the extent not reimbursed prior to 12:00 Noon (New York time) on the date of such payment or disbursement, from and including the date paid or disbursed to but excluding the date such Issuing Lender was reimbursed by the Borrower therefor at a rate per annum equal to which shall be the Base Rate as in effect from time to time plus the Applicable Margin as in effect from time to time for Revolving Loans that are maintained as Base Rate Loans; Margin, provided, however, to the extent such amounts are not -------- ------- reimbursed prior to 12:00 Noon (New York time) on the third second Business Day following the receipt notice by the Issuing Lender to the Borrower of notice of such payment or disbursement or following the occurrence of a Default or an Event of Default under Section 11.05disbursement, interest shall thereafter accrue on the amounts so paid or disbursed by such Issuing Lender (and until reimbursed by the Borrower) at a rate per annum equal to which shall be the Base Rate as in effect from time to time plus the Applicable Margin for Revolving Loans that are maintained as Base Rate Loans as in effect from time to time plus 2%, in each such case, with such interest to be payable by the Borrower on demand. Each Issuing Lender shall give the Borrower prompt written notice of each Drawing under any Letter of Credit issued by it, provided that the failure to give any such notice shall in no way affect, impair or diminish the Borrower’s obligations hereunder. (b) The obligations of the Borrower under this Section 3.05 2.05 to reimburse each the respective Issuing Lender with respect to drafts, demands and other presentations for payment under drawings on Letters of Credit issued by it (including interest thereon) (each, a “"Drawing”) (including, in each case, interest thereon") shall be absolute and unconditional under any and all circumstances and irrespective of any setoff, counterclaim or defense to payment which the Borrower or any Subsidiary of the Borrower may have or have had against any Lender (including in its capacity as an Issuing Lender or as a Participant), including, without limitation, any defense based upon the failure of any drawing under a Letter of Credit to conform to the terms issuer of the Letter of Credit or as Participant), or any nonapplication or misapplication by the beneficiary of the proceeds of such Drawing; provided, however, that the respective Issuing Lender's only obligation to the Borrower shall not being to confirm that any documents required to be obligated delivered under such Letter of Credit have been delivered and that they substantially comply on their face with the requirements of such Letter of Credit. Any action taken or omitted to reimburse be taken by any Issuing Lender for under or in connection with any wrongful payment made by such Issuing Lender under a Letter of Credit issued by it as a result if taken or omitted in the absence of acts or omissions constituting willful misconduct or gross negligence on the part of such Issuing Lender (or willful misconduct, as determined by a court of competent jurisdiction in a final and non-appealable decision)proceeding, shall not create for such Issuing Lender any resulting liability to the Borrower.

Agreement to Repay Letter of Credit Drawings. (a) The Borrower hereby agrees to reimburse each the Issuing Bank (in the case of all Existing Letters of Credit and all Letters of Credit issued for the Borrower's account) or the Lender (in the case of a Letter of Credit Obligation (excluding Letter of Credit Obligations relating to Existing Letters of Credit, except to the extent of any payments thereof by the Lender pursuant to any guarantee by it in favor of Bankers Trust Company) incurred by Lender), by making payment to the Administrative Agent Issuing Bank or the Lender, as the case may be, in immediately available funds at the office designated by the Issuing Bank or the Payment Office, as the case may be, for any payment or disbursement made by such the Issuing Lender Bank or the Lender, as the case may be, under any Letter of Credit issued by it the Issuing Bank or Letter of Credit Obligation incurred by the Lender (each such amount, so paid until reimbursed by the BorrowerIssuing Bank or the Lender until reimbursed, an “"Unpaid Drawing”"), not later than one Business Day following receipt by immediately after, and in any event on the Borrower of notice date of, the date of such payment or disbursement (provided that no such notice shall be required to be given if a Default or an Event of Default under Section 11.05 shall have occurred and be continuing, in which case the Unpaid Drawing shall be due and payable immediately without presentment, demand, protest or notice of any kind (all of which are hereby waived by the Borrower))disbursement, with interest on the amount so paid or disbursed by such the Issuing Bank or the Lender, to the extent not reimbursed prior to 12:00 Noon (New York time) on the date of 34 40 such payment or disbursement, from and including the date paid or disbursed to but excluding the date such the Issuing Bank or the Lender was reimbursed by the Borrower therefor at a rate per annum equal to which shall be the Base Rate as in effect from time to time plus the Applicable Margin as in effect from time to time for Revolving Loans that are maintained as Base Rate Loans; , provided, however, to the extent such amounts are not reimbursed prior to 12:00 Noon (New York time) on the third Business Day following the receipt by the Borrower of notice of such payment or disbursement or following the occurrence of a Default or an Event of Default under Section 11.05disbursement, interest shall thereafter accrue on the amounts so paid or disbursed by such the Issuing Bank or the Lender (and until reimbursed by the Borrower) at a rate per annum equal to which shall be the Base Rate as in effect from time to time plus the Applicable Margin for Revolving Loans that are maintained as Base Rate Loans as in effect from time to time plus 2%, in each such case, with such interest to be payable by the Borrower on demand. Each Issuing The Lender shall give the Borrower prompt written notice of each Unpaid Drawing under any Letter of Credit issued by itObligation, provided that the failure to give any such notice shall in no way affect, impair or diminish the Borrower’s 's obligations hereunder. (b) The obligations of the Borrower under this Section 3.05 2.14 to reimburse each the Issuing Bank or the Lender with respect to drafts, demands and other presentations for payment under Letters of Credit issued by it Unpaid Drawings (each, a “Drawing”) (including, in each case, including interest thereon) shall be absolute and unconditional under any and all circumstances and irrespective of any setoff, counterclaim or defense to payment which the Borrower or any Subsidiary of the Borrower may have or have had against any Lender (including in its capacity as an Issuing the Lender or as a Participant)any Issuing Bank, including, without limitation, any defense based upon the failure of any drawing under a Letter of Credit to conform to the terms of the Letter of Credit or any nonapplication or misapplication by the beneficiary of the proceeds of any drawing under a Letter of Credit, the Issuing Bank's only obligation to the Borrower being to confirm that any documents required to be delivered under such DrawingLetter of Credit appear to have been delivered and that they appear to comply on their face with the requirements of such Letter of Credit; provided, however, that the Borrower foregoing shall not be obligated to reimburse any absolve the respective Issuing Lender Bank for any wrongful payment made damages to the Borrower actually caused by such Issuing Lender under a Letter of Credit issued by it as a result of acts or omissions constituting the willful misconduct or gross negligence on of the part of such respective Issuing Lender Bank (as determined by a final non-appealable order of a court of competent jurisdiction in a final and non-appealable decisionjurisdiction).

Agreement to Repay Letter of Credit Drawings. (a) The Borrower hereby agrees to reimburse each Issuing Lender, by making payment to the Administrative Agent in immediately available funds at the Payment Office, for any payment or disbursement made by such Issuing Lender under any Letter of Credit issued by it (each such amount, so paid until reimbursed by the Borrowerreimbursed, an “Unpaid Drawing”), not later than one the Business Day following receipt by the Borrower of notice of such payment or disbursement (provided that no such notice shall be required to be given if a Default or an Event of Default under Section 11.05 shall have occurred and be continuing, in which case the Unpaid Drawing shall be due and payable immediately without presentment, demand, protest or notice of any kind (all of which are hereby waived by the Borrower)), with interest on the amount so paid or disbursed by such Issuing Lender, to the extent not reimbursed prior to 12:00 Noon (New York time) on the date of such payment or disbursement, from and including the date paid or disbursed to but excluding the date such Issuing Lender was reimbursed by the Borrower therefor at a rate per annum equal to the Base Eurodollar Rate (or, in the case of a drawing under a Letter of Credit denominated in a currency other than Dollars, the applicable Euro rate as in effect from time to time determined by the Administrative Agent) for successive Interest Periods, each of a duration selected by the Administrative Agent plus the Applicable Margin as in effect from time to time for Revolving Loans that are maintained as Base Rate LoansMargin; provided, however, to the extent such amounts are not reimbursed prior to 12:00 Noon (New York time) on the third Business Day following the receipt by the Borrower of notice of such payment or disbursement or following the occurrence of a Default or an Event of Default under Section 11.05, interest shall thereafter accrue on the amounts so paid or disbursed by such Issuing Lender (and until reimbursed by the Borrower) at a rate per annum equal determined pursuant to Section 2.07(c) (using, in the Base Rate case of drawings under Letters of Credit denominated in a currency other than U.S. Dollars, the applicable Euro rate as in effect from time to time plus determined by the Applicable Margin for Revolving Loans that are maintained as Base Rate Loans as in effect from time to time plus 2%Administrative Agent), with such interest to be payable on demand. Each Issuing Lender shall give the Borrower prompt written notice of each Drawing under any Letter of Credit issued by it, provided that the failure to give any such notice shall in no way affect, impair or diminish the Borrower’s obligations hereunder. In the event that any Issuing Lender makes any payment under any Letter of Credit issued by it, the Borrower’s obligation under this Section 3.04 to reimburse the respective Issuing Lender shall be in the same currency as the applicable Letter of Credit was issued determined on the date of payment by the Issuing Lender under the Letter of Credit. (b) The obligations of the Borrower under this Section 3.05 3.04 to reimburse each the respective Issuing Lender with respect to drafts, demands and other presentations for payment under drawings on Letters of Credit issued by it (each, a “Drawing”) (including, in each case, interest thereon) shall be absolute and unconditional under any and all circumstances and irrespective of any setoff, counterclaim or defense to payment which the Borrower or any Subsidiary of the Borrower may have or have had against any Lender (including in its capacity as an Issuing Lender or Revolving Participant or as a Revolving Participant), including, without limitation, any defense based upon the failure of any drawing under a Letter of Credit to conform to the terms of the Letter of Credit or any nonapplication non-application or misapplication by the beneficiary of the proceeds of such Drawing; provided, however, that the respective Issuing Lender’s only obligation to the Borrower shall not being to confirm that any documents required to be obligated delivered under such Letter of Credit appear to reimburse have been delivered and that they appear to comply on their face with the requirements of such Letter of Credit. Subject to the provisions of the immediately preceding sentence, any action taken or omitted to be taken by any Issuing Lender for under or in connection with any wrongful payment made by such Issuing Lender under a Letter of Credit issued by it as a result if taken or omitted in the absence of acts gross negligence or omissions constituting willful misconduct or gross negligence on the part of such Issuing Lender (as determined by a court of competent jurisdiction in a final and non-appealable decision)jurisdiction, shall not create for such Issuing Lender any resulting liability to the Borrower or any other Credit Party.

Agreement to Repay Letter of Credit Drawings. (a) The US Borrower hereby agrees to reimburse each the Issuing Lender, by making payment to the Administrative Agent in immediately available funds at accordance with the Payment Officeterms of the first sentence of Section 2.13, for any payment or disbursement drawing (each, a "Drawing") made by such Issuing Lender it under any Letter of Credit issued by it (each such amount, so paid Drawing until reimbursed by the Borrowerreimbursed, an “"Unpaid Drawing”"), not no later than one three (3) Business Day following receipt by Days after the Borrower of notice date of such payment or disbursement (provided that no such notice shall be required to be given if a Default or an Event of Default under Section 11.05 shall have occurred and be continuing, in which case the Unpaid Drawing shall be due and payable immediately without presentment, demand, protest or notice of any kind (all of which are hereby waived by the Borrower))Drawing, with interest on the amount so paid or disbursed by of such Issuing LenderDrawing, to the extent not reimbursed prior to 12:00 Noon 11: 00 A.M. (New York time) on the date of such payment or disbursementDrawing, from and including the date paid or disbursed of such Drawing to but excluding the date such the Issuing Lender was reimbursed by the US Borrower therefor at a rate per annum equal to which shall be the Base Rate as in effect from time to time plus the Applicable Margin as in effect from time to time for Revolving Credit Loans that are maintained as Base Rate Loans; , provided, however, to the extent such amounts are not reimbursed prior to 12:00 Noon 11:00 A.M. (New York time) on the third Business Day following the receipt by the Borrower of notice of such payment or disbursement or following the occurrence of a Default or an Event of Default under Section 11.05Drawing, interest shall thereafter accrue on the amounts so paid or disbursed by such Issuing Lender amount (and until reimbursed by the Borrower) at a rate per annum equal to which shall be the Base Rate as in effect from time to time plus the Applicable Margin for Revolving Loans that are maintained as Base Rate Loans as in effect from time to time plus 24%, in each such case, with such interest to be payable on demand. Each The Issuing Lender shall give the US Borrower prompt written notice of each Drawing under any Letter of Credit issued by itCredit, provided that the failure to give any such notice shall in no way affect, impair or diminish the Borrower’s obligations hereunder.that (b) The obligations of the US Borrower under this Section 3.05 2.20 to reimburse each the Issuing Lender with respect to drafts, demands and other presentations for payment under Letters of Credit issued by it Drawings (each, a “Drawing”) (including, in each case, including interest thereon) shall be absolute and unconditional under any and all circumstances and irrespective of any setoff, counterclaim or defense to payment which the Borrower or any Subsidiary of the US Borrower may have or have had against any Lender (including in its capacity as an the Issuing Lender or as a Participant), including, without limitation, any defense based upon the failure of any drawing under a Letter of Credit to conform to the terms of the Letter of Credit or any nonapplication or misapplication by the beneficiary of the proceeds of such Drawing; provided, however, the Issuing Lender's only obligation to the US Borrower being to confirm that any documents required to be delivered under such Letter of Credit appear to have been delivered and that they appear to comply on their face with the Borrower shall not requirements of such Letter of Credit. Any action taken or omitted to be obligated to reimburse any Issuing Lender for any wrongful payment made taken by such the Issuing Lender under a or in connection with any Letter of Credit issued by it as a result if taken or omitted in the absence of acts or omissions constituting willful misconduct or gross negligence on or willful misconduct, shall not create for the part of such Issuing Lender (as determined by a court of competent jurisdiction in a final and non-appealable decision)any resulting liability to the US Borrower.

Agreement to Repay Letter of Credit Drawings. (a) The Borrower hereby agrees to reimburse each the respective Issuing LenderBank, by making payment directly to the Administrative Agent such Issuing Bank in immediately available funds at the Payment Officefunds, for any payment or disbursement made by such Issuing Lender it under any Letter of Credit issued by it (each such amount, so paid until reimbursed by the Borrowerreimbursed, an “"Unpaid Drawing”"), not no later than one three Business Day following receipt by Days after the Borrower of notice date of such payment or disbursement (provided that no such notice shall be required to be given if a Default or an Event of Default under Section 11.05 shall have occurred and be continuing, in which case the Unpaid Drawing shall be due and payable immediately without presentment, demand, protest or notice of any kind (all of which are hereby waived by the Borrower))disbursement, with interest on the amount so paid or disbursed by such Issuing LenderBank, to the extent not reimbursed prior to 12:00 Noon (New York time) on the date of such payment or disbursement, from and including the date paid or disbursed to but excluding the date such Issuing Lender Bank was reimbursed by the Borrower therefor at a rate per annum equal to which shall be the Base Rate as in effect from time to time plus the Applicable Margin as in effect from time to time for Revolving Loans that are maintained as Base Rate Loans; provided, however, to the extent such amounts are not reimbursed prior to 12:00 Noon (New York time) on the third fifth Business Day following the receipt by the Borrower of notice of such payment or disbursement or following the occurrence of a Default or an Event of Default under Section 11.05disbursement, interest shall thereafter accrue on the amounts so paid or disbursed by such Issuing Lender Bank (and until reimbursed by the Borrower) at a rate per annum equal to which shall be the Base Rate as in effect from time to time plus the Applicable Margin for Revolving Loans that are maintained as Base Rate Loans as in effect from time to time plus 2%, in each such case, with such interest to be payable on demand. Each The respective Issuing Lender Bank shall give the Borrower prompt written notice of each Drawing under any Letter of Credit issued by itCredit, provided that the failure to give any such notice shall in no way affect, impair or diminish the Borrower’s 's obligations hereunder. (b) The obligations of the Borrower under this Section 3.05 2.04 to reimburse each the respective Issuing Lender Bank with respect to drafts, demands and other presentations for payment under drawings on Letters of Credit issued by it (each, a “"Drawing”") (including, in each case, interest thereon) shall be absolute and unconditional under any and all circumstances and irrespective of any setoff, counterclaim or defense to payment which the Borrower or any Subsidiary of the Borrower may have or have had against any Lender Bank (including in its capacity as an Issuing Lender or as a Participant), including, without limitation, any defense based upon the failure of any drawing under a Letter of Credit to conform to the terms issuer of the Letter of Credit or as Participant), or any nonapplication or misapplication by the beneficiary of the proceeds of such Drawing; provided, however, that the respective Issuing Bank's only obligation to the Borrower shall not being to confirm that any documents required to be obligated to reimburse any Issuing Lender for any wrongful payment made by delivered under such Issuing Lender under a Letter of Credit issued appear to have been delivered and that they appear to comply on their face with the requirements of such Letter of Credit. Any action taken or omitted to be taken by it as a result any Issuing Bank under or in connection with any Letter of acts Credit if taken or omissions constituting willful misconduct or omitted in the absence of gross negligence on the part of or willful misconduct, shall not create for such Issuing Lender (as determined by a court of competent jurisdiction in a final and non-appealable decision)Bank any resulting liability to the Borrower.

Agreement to Repay Letter of Credit Drawings. (a) The Each Revolving Borrower hereby agrees to reimburse each Issuing Lender, by making payment to the Administrative Agent in immediately available funds at the Payment Office, (i) in Dollars for any payment or disbursement made by such Issuing Lender under any Dollar Letter of Credit issued by it for such Revolving Borrower’s account (each such amount, amount so paid or disbursed until reimbursed by the respective Revolving Borrower, an a “Dollar Unpaid Drawing”), not later than one Business Day following receipt and (ii) in the relevant Primary Alternate Currency for any payment or disbursement made by such Issuing Lender under any Primary Alternate Currency Letter of Credit issued by it for such Revolving Borrower’s account; provided that in the Borrower case of notice of any such payment or disbursement (provided that no under any Primary Alternate Currency Letter of Credit which is unpaid on the date of the occurrence of a Sharing Event, or which payments or disbursements are made thereafter, such notice amounts shall be required to be given paid in Dollars using the Dollar Equivalent of the amount of the respective payment or disbursement made in the relevant Primary Alternate Currency as such Dollar Equivalent is determined on the first date upon which the respective Sharing Event occurs or, if later, the date upon which the respective payment or disbursement is made (each such amount so paid or disbursed until reimbursed by the respective Revolving Borrower, a Default or an Event of Default under Section 11.05 shall have occurred and be continuing, in which case the “Primary Alternate Currency Unpaid Drawing Drawing”). All Unpaid Drawings shall be due paid immediately after, and payable immediately without presentmentin any event on the date of, demand, protest such payment or notice of any kind (all of which are hereby waived by the Borrower)), disbursement with interest on the amount so paid or disbursed by such Issuing Lender, to the extent not reimbursed prior to 12:00 Noon (New York timeLocal Time) on the date of such payment or disbursement, from and including the date paid or disbursed to but excluding not including the date such Issuing Lender was reimbursed by the Borrower therefor therefore at a rate per annum equal to which shall be (x) in the case of Dollar Letters of Credit (and other amounts owing in Dollars after the occurrence of a Sharing Event), the Base Rate in effect from time to time plus the Applicable Margin in effect from time to time for Revolving Loans that are maintained as Base Rate Loans, and (y) in the case of Primary Alternate Currency Letters of Credit (for periods occurring prior to the occurrence of a Sharing Event), the Primary Alternate Currency LIBOR in effect from time to time plus the Applicable Margin in effect from time to time for Revolving Loans that are maintained as Euro Rate Loans plus the Associated Cost Rate (if any); provided, however, in each case, to the extent such amounts are not reimbursed prior to 12:00 Noon (Local Time) on the fourth Business Day following notice of such payment or disbursement (although no such notice shall be required to be given if a Default or an Event of Default under Section 9.05 shall exist, in which case interest shall accrue on such amounts as hereinafter provided in this proviso), interest shall thereafter accrue on the amounts so paid or disbursed by such Issuing Lender (and until reimbursed by such Revolving Borrower) at a rate per annum which shall be (x) in the case of Dollar Letters of Credit (and other amounts owing with respect to any Letter of Credit in Dollars after the occurrence of a Sharing Event), the Base Rate in effect from time to time plus the Applicable Margin as in effect from time to time for Revolving Loans that are maintained as Base Rate Loans; providedLoans plus 2%, however, to and (y) in the extent such amounts are not reimbursed case of Primary Alternate Currency Letters of Credit (for periods occurring prior to 12:00 Noon (New York time) on the third Business Day following the receipt by the Borrower of notice of such payment or disbursement or following the occurrence of a Default or an Event of Default under Section 11.05Sharing Event), interest shall thereafter accrue on the amounts so paid or disbursed by such Issuing Lender (and until reimbursed by the Borrower) at a rate per annum equal to the Base Rate as applicable Primary Alternate Currency LIBOR in effect from time to time plus the Applicable Margin as in effect from time to time for Revolving Loans that are maintained as Base Euro Rate Loans as in effect from time to time plus the Associated Costs Rate (if any) plus 2%, in each case, with such interest to be payable on demand. Each Issuing Lender shall give the Borrower prompt written notice of each Drawing under any Letter of Credit issued by it, provided that the failure to give any such notice shall in no way affect, impair or diminish the Borrower’s obligations hereunder. (b) The obligations of the each Revolving Borrower under this Section 3.05 2.05 to reimburse each Issuing Lender with respect to drafts, demands and other presentations for payment under Letters of Credit issued by it (each, a “Drawing”) Unpaid Drawings (including, in each case, interest thereon) shall be absolute and unconditional under any and all circumstances and irrespective of any setoff, counterclaim or defense to payment which the Borrower or any Subsidiary of the such Revolving Borrower may have or have had against any Lender (including in its such Lender’s capacity as an Issuing Lender issuer of the Letter of Credit or as a ParticipantParticipant with respect thereto), including, without limitation, any defense based upon the failure of any drawing under a Letter of Credit (each a “Drawing”) to conform to the terms of the Letter of Credit or any nonapplication non-application or misapplication by the beneficiary of the proceeds of such Drawing; provided, however, that the no Revolving Borrower shall not be obligated to reimburse any an Issuing Lender for any wrongful payment made by such Issuing Lender under a Letter of Credit issued by it as a result of acts or omissions constituting willful misconduct or gross negligence on the part of such Issuing Lender (as determined by a court of competent jurisdiction in a final and non-appealable decision).

Agreement to Repay Letter of Credit Drawings. (a) The Borrower agrees to reimburse each the Issuing Lender, by making payment to the Administrative Agent in immediately available funds at the Payment Office, for any payment or disbursement made by such the Issuing Lender under any Letter of Credit issued by it (each such amount, so paid until reimbursed by the Borrowerreimbursed, an “"Unpaid Drawing”"), not later than one Business Day following receipt by the Borrower of notice of such payment or disbursement (provided that no such notice shall be required to be given if a Default or an Event of Default under Section 11.05 10.05 shall have occurred and be continuing, in which case the Unpaid Drawing shall be due and payable immediately without presentment, demand, protest or notice of any kind (all of which are hereby waived by the Borrower)), with interest on the amount so paid or disbursed by such the Issuing Lender, to the extent not reimbursed prior to 12:00 Noon (New York time) on the date of such payment or disbursement, from and including the date paid or disbursed to but excluding the date such Issuing Lender was reimbursed by the Borrower therefor at a rate per annum equal to the Base Rate as in effect from time to time plus the Applicable Margin as in effect from time to time for Revolving Loans that are maintained as Base Rate Loans; provided, however, to the extent such amounts are not reimbursed prior to 12:00 Noon (New York time) on the third Business Day following the receipt by the Borrower of notice of such payment or disbursement or following the occurrence of a Default or an Event of Default under Section 11.0510.05, interest shall thereafter accrue on the amounts so paid or disbursed by such the Issuing Lender (and until reimbursed by the Borrower) at a rate per annum equal to the Base Rate as in effect from time to time plus the Applicable Margin for Revolving Loans that are maintained as Base Rate Loans as in effect from time to time plus 2%, with such interest to be payable on demand. Each The Issuing Lender shall give the Borrower prompt written notice of each Drawing under any Letter of Credit issued by it, provided that the failure to give any such notice shall in no way affect, impair or diminish the Borrower’s 's obligations hereunder. (b) The obligations of the Borrower under this Section 3.05 2.05 to reimburse each the Issuing Lender with respect to drafts, demands and other presentations for payment under Letters of Credit issued by it (each, each a “"Drawing”") (including, in each case, interest thereon) shall be absolute and unconditional under any and all circumstances and irrespective of any setoff, counterclaim or defense to payment which the Borrower or any Subsidiary of the Borrower may have or have had against any Lender (including in its capacity as an the Issuing Lender or as a Participant), including, without limitation, any defense based upon the failure of any drawing under a Letter of Credit to conform to the terms of the Letter of Credit or any nonapplication or misapplication by the beneficiary of the proceeds of such Drawing; provided, however, that the Borrower shall not be obligated to reimburse any the Issuing Lender for any wrongful payment made by such the Issuing Lender under a Letter of Credit issued by it as a result of acts or omissions constituting willful misconduct or gross negligence on the part of such the Issuing Lender (as determined by a court of competent jurisdiction in a final and non-appealable decision).

Agreement to Repay Letter of Credit Drawings. (a) The Borrower agrees to reimburse each Issuing Lender, by making payment to the Administrative Agent in immediately available funds at the Payment Office, for any payment or disbursement made by such Issuing Lender under any Letter of Credit issued by it (each such amount, so paid until reimbursed by the Borrowerreimbursed, an “Unpaid Drawing”), not later than one Business Day following receipt by the Borrower of notice of such payment or disbursement (provided that no such notice shall be required to be given if a Default or an Event of Default under Section 11.05 shall have occurred and be continuing, in which case the Unpaid Drawing shall be due and payable immediately without presentment, demand, protest or notice of any kind (all of which are hereby waived by the Borrower)), with interest on the amount so paid or disbursed by such Issuing Lender, to the extent not reimbursed prior to 12:00 Noon (New York time) on the date of such payment or disbursement, from and including the date paid or disbursed to but excluding the date such Issuing Lender was reimbursed by the Borrower therefor at a rate per annum equal to the Base Rate Rate, as in effect from time to time time, plus the Applicable Margin as in effect from time to time for Revolving Loans that are maintained as Base Rate LoansMargin; provided, however, to the extent such amounts are not reimbursed (pursuant to the Borrowing pursuant to clause (b) below or otherwise) prior to 12:00 Noon (New York time) on the third Business Day following the receipt by the Borrower of notice of such payment or disbursement or following the occurrence of a Default or an Event of Default under Section 11.05, interest shall thereafter accrue on the amounts so paid or disbursed by such Issuing Lender (and until reimbursed by the Borrower) at a rate per annum equal to the Base Rate as in effect from time to time plus the Applicable Margin for Revolving Loans that are maintained as Base Rate Loans as in effect from time to time plus 2%, with such interest to be payable on demand. Each Issuing Lender shall give the Borrower prompt written notice of each Drawing under any Letter of Credit issued by it, provided that the failure to give any such notice shall in no way affect, impair or diminish the Borrower’s obligations hereunder. Upon a written notice from the Administrative Agent, each Lender agrees to make Revolving Loans to the Borrower in an amount equal to its Percentage of an Unpaid Drawing the proceeds of which shall be applied to the repayment of such Unpaid Drawing whether or not the conditions set forth in Section 7 are satisfied at such time. The Revolving Loans made pursuant to the immediately succeeding sentence shall initially be Base Rate Loans. (b) If the Borrower fails to reimburse the Issuing Lender pursuant to the terms of clause (a) above, the Issuing Lender shall notify the Administrative Agent and the Administrative Agent shall notify each Lender of the applicable Unpaid Drawing, the payment then due from the Borrower in respect thereof and such Lender’s Percentage thereof. Each Lender shall pay by wire transfer of immediately available funds to the Administrative Agent at the Payment Office not later than 2:00 p.m., New York time, on such date (or, if such Lender shall have received such notice later than 12:00 noon, New York time, on any day, not later than 11:00 a.m., New York time, on the immediately following Business Day), an amount equal to such Lender’s Percentage of the Unpaid Drawing whether or not the conditions precedent set forth in Section 7 have been satisfied at such time. Such Revolving Loans shall initially be maintained as Base Rate Loans and the Administrative Agent shall promptly pay the proceeds thereof to the Issuing Lender to reimburse and satisfy such Unpaid Drawing. The Administrative Agent will promptly pay to the Issuing Bank any amounts received by it from the Borrower pursuant to the above paragraph prior to the time that any Lender makes any Revolving Loan pursuant to the terms of this Section and any such amounts received by the Administrative Agent from the Borrower thereafter will be promptly remitted by the Administrative Agent to the Lenders that shall have made such payments and to the Issuing Lender, as appropriate. The Revolving Loans made pursuant to this Section 3.05(b) shall initially be Base Rate Loans. (c) The obligations of the Borrower under this Section 3.05 to reimburse each Issuing Lender with respect to drafts, demands and other presentations for payment under Letters of Credit issued by it (each, each a “Drawing”) (including, in each case, interest thereon) shall be absolute and unconditional under any and all circumstances and irrespective of any setoff, counterclaim or defense to payment which the Borrower or any Subsidiary of the Borrower may have or have had against any Lender (including in its capacity as an Issuing Lender or as a Participant), including, without limitation, any defense based upon the failure of any drawing under a Letter of Credit to conform to the terms of the Letter of Credit or any nonapplication or misapplication by the beneficiary of the proceeds of such Drawing; provided, however, that the Borrower shall not be obligated to reimburse any Issuing Lender for any wrongful payment made by such Issuing Lender under a Letter of Credit issued by it as a result of acts or omissions constituting willful misconduct or gross negligence on the part of such Issuing Lender (as determined by a court of competent jurisdiction in a final and non-appealable decision).

Agreement to Repay Letter of Credit Drawings. (a) The Borrower hereby agrees to reimburse each the respective Issuing Lender, by making payment in Dollars to the Administrative Agent at the Payment Office in immediately available funds at for the Payment Officeaccount of such Issuing Lender, for any payment or disbursement made by such Issuing Lender under any Letter of Credit issued by it (each such amount, amount so paid until reimbursed by the Borrowerreimbursed, an “"Unpaid Drawing”"), not later than within one Business Day following receipt by the Administrative Agent's notice to the Borrower of notice of such payment or disbursement (provided that no any such notice shall be required deemed to be have been given on a certain day only if a Default or an Event of Default under Section 11.05 shall have occurred and be continuing, in which case the Unpaid Drawing shall be due and payable immediately without presentment, demand, protest or notice of any kind given before 10:00 A.M. (all of which are hereby waived by the Borrower)New York time) on such day), with interest on the amount so paid or disbursed by such Issuing Lender, to the extent not reimbursed prior to 12:00 Noon (New York time) on the date of such payment or disbursement, from and including the date paid or disbursed to but excluding the date such Issuing Lender was reimbursed by the Borrower therefor at a rate per annum equal to which shall be the Base Rate as in effect from time to time plus the Applicable Margin as in effect from time to time for Revolving Loans that are maintained as Base Rate Loans; Margin, provided, however, to the extent such amounts are not reimbursed prior to 12:00 Noon (New York time) on the third second Business Day following the receipt notice by the Issuing Lender to the Borrower of notice of such payment or disbursement or following the occurrence of a Default or an Event of Default under Section 11.05disbursement, interest shall thereafter accrue on the amounts so paid or disbursed by such Issuing Lender (and until reimbursed by the Borrower) at a rate per annum equal to which shall be the Base Rate as in effect from time to time plus the Applicable Margin for Revolving Loans that are maintained as Base Rate Loans as in effect from time to time plus 2%, in each such case, with such interest to be payable by the Borrower on demand. Each Issuing Lender shall give the Borrower prompt written notice of each Drawing under any Letter of Credit issued by it, provided that the failure to give any such notice shall in no way affect, impair or diminish the Borrower’s obligations hereunder. (b) The obligations of the Borrower under this Section 3.05 2.05 to reimburse each the respective Issuing Lender with respect to drafts, demands and other presentations for payment under drawings on Letters of Credit issued by it (including interest thereon) (each, a “"Drawing”) (including, in each case, interest thereon") shall be absolute and unconditional under any and all circumstances and irrespective of any setoff, counterclaim or defense to payment which the Borrower or any Subsidiary of the Borrower may have or have had against any Lender (including in its capacity as an Issuing Lender or as a Participant), including, without limitation, any defense based upon the failure of any drawing under a Letter of Credit to conform to the terms issuer of the Letter of Credit or as Participant), or any nonapplication or misapplication by the beneficiary of the proceeds of such Drawing; provided, however, that the respective Issuing Lender's only obligation to the Borrower shall not being to confirm that any documents required to be obligated delivered under such Letter of Credit have been delivered and that they substantially comply on their face with the requirements of such Letter of Credit. Any action taken or omitted to reimburse be taken by any Issuing Lender for under or in connection with any wrongful payment made by such Issuing Lender under a Letter of Credit issued by it as a result if taken or omitted in the absence of acts or omissions constituting willful misconduct or gross negligence on the part of such Issuing Lender (or willful misconduct, as determined by a court of competent jurisdiction in a final and non-appealable decision)proceeding, shall not create for such Issuing Lender any resulting liability to the Borrower.

Agreement to Repay Letter of Credit Drawings. (a) The Each Revolving Borrower hereby agrees to reimburse each Issuing Lender, by making payment to the Administrative Agent in immediately available funds at the Payment Office, (i) in Dollars for any payment or disbursement made by such Issuing Lender under any Dollar Letter of Credit issued by it for such Revolving Borrower’s account (each such amount, amount so paid or disbursed until reimbursed by the respective Revolving Borrower, an a “Dollar Unpaid Drawing”), not later than one Business Day following receipt and (ii) in the relevant Primary Alternate Currency for any payment or disbursement made by such Issuing Lender under any Primary Alternate Currency Letter of Credit issued by it for such Revolving Borrower’s account; provided that in the Borrower case of notice of any such payment or disbursement (provided that no under any Primary Alternate Currency Letter of Credit which is unpaid on the date of the occurrence of a Sharing Event, or which payments or disbursements are made thereafter, such notice amounts shall be required to be given paid in Dollars using the Dollar Equivalent of the amount of the respective payment or disbursement made in the relevant Primary Alternate Currency as such Dollar Equivalent is determined on the first date upon which the respective Sharing Event occurs or, if later, the date upon which the respective payment or disbursement is made (each such amount so paid or disbursed until reimbursed by the respective Revolving Borrower, a Default or an Event of Default under Section 11.05 shall have occurred and be continuing, in which case the “Primary Alternate Currency Unpaid Drawing Drawing”). All Unpaid Drawings shall be due paid immediately after, and payable immediately without presentmentin any event on the date of, demand, protest such payment or notice of any kind (all of which are hereby waived by the Borrower)), disbursement with interest on the amount so paid or disbursed by such Issuing Lender, to the extent not reimbursed prior to 12:00 Noon (New York timeLocal Time) on the date of such payment or disbursement, from and including the date paid or disbursed to but excluding not including the date such Issuing Lender was reimbursed by the Borrower therefor therefore at a rate per annum equal to which shall be (x) in the case of Dollar Letters of Credit (and other amounts owing in Dollars after the occurrence of a Sharing Event), the Base Rate in effect from time to time plus the Applicable Margin in effect from time to time for Revolving Loans that are maintained as Base Rate Loans, and (y) in the case of Primary Alternate Currency Letters of Credit (for periods occurring prior to the occurrence of a Sharing Event), the Eurocurrency Rate in effect from time to time plus the Applicable Margin in effect from time to time for Revolving Loans that are maintained as Eurocurrency Rate Loans; provided, however, in each case, to the extent such amounts are not reimbursed prior to 12:00 Noon (Local Time) on the fourth Business Day following notice of such payment or disbursement (although no such notice shall be required to be given if a Default or an Event of Default under Section 10.05 shall exist, in which case interest shall accrue on such amounts as hereinafter provided in this proviso), interest shall thereafter accrue on the amounts so paid or disbursed by such Issuing Lender (and until reimbursed by such Revolving Borrower) at a rate per annum which shall be (x) in the case of Dollar Letters of Credit (and other amounts owing with respect to any Letter of Credit in Dollars after the occurrence of a Sharing Event), the Base Rate in effect from time to time plus the Applicable Margin as in effect from time to time for Revolving Loans that are maintained as Base Rate Loans; providedLoans plus 2%, however, to and (y) in the extent such amounts are not reimbursed case of Primary Alternate Currency Letters of Credit (for periods occurring prior to 12:00 Noon (New York time) on the third Business Day following the receipt by the Borrower of notice of such payment or disbursement or following the occurrence of a Default or an Event of Default under Section 11.05Sharing Event), interest shall thereafter accrue on the amounts so paid or disbursed by such Issuing Lender (and until reimbursed by the Borrower) at a rate per annum equal to the Base applicable Eurocurrency Rate as in effect from time to time plus the Applicable Margin for Revolving Loans that are maintained as Base Rate Loans as in effect from time to time plus 2%, with such interest to be payable on demand. Each Issuing Lender shall give the Borrower prompt written notice of each Drawing under any Letter of Credit issued by it, provided for Revolving Loans that the failure to give any such notice shall in no way affect, impair or diminish the Borrower’s obligations hereunder.are 111 150546217_8170136845_8 (b) The obligations of the each Revolving Borrower under this Section 3.05 to reimburse each Issuing Lender with respect to drafts, demands and other presentations for payment under Letters of Credit issued by it (each, a “Drawing”) (including, in each case, interest thereon) shall be absolute and unconditional under any and all circumstances and irrespective of any setoff, counterclaim or defense to payment which the Borrower or any Subsidiary of the Borrower may have or have had against any Lender (including in its capacity as an Issuing Lender or as a Participant), including, without limitation, any defense based upon the failure of any drawing under a Letter of Credit to conform to the terms of the Letter of Credit or any nonapplication or misapplication by the beneficiary of the proceeds of such Drawing; provided, however, that the Borrower shall not be obligated to reimburse any Issuing Lender for any wrongful payment made by such Issuing Lender under a Letter of Credit issued by it as a result of acts or omissions constituting willful misconduct or gross negligence on the part of such Issuing Lender (as determined by a court of competent jurisdiction in a final and non-appealable decision).Section

Agreement to Repay Letter of Credit Drawings. (a) The Borrower agrees to reimburse each the Issuing LenderBank, by making payment to the Administrative Agent in immediately available funds at the Payment Office, for any payment or disbursement made by such the Issuing Lender Bank under any Letter of Credit issued by it (each such amount, so paid until reimbursed by the Borrowerreimbursed, an “"Unpaid Drawing”"), not later than one Business Day following receipt by the Borrower of notice of such payment or disbursement (provided that no such notice shall be required to be given if a Default or an Event of Default under Section 11.05 9.05 shall have occurred and be continuing, in which case the Unpaid Drawing shall be due and payable immediately without presentment, demand, protest or notice of any kind (all of which are hereby waived by the Borrower)), with interest on the amount so paid or disbursed by such the Issuing LenderBank, to the extent not reimbursed prior to 12:00 Noon 1:00 P.M. (New York time) on the date of such payment or disbursement, from and including the date paid or disbursed to but excluding the date such the Issuing Lender Bank was reimbursed by the Borrower therefor at a rate per annum equal to which shall be the Base Rate as in effect from time to time plus the Applicable Margin as in effect from time to time for Revolving Loans that are maintained as Base Rate LoansMargin; provided, however, to the extent such amounts are not reimbursed prior to 12:00 Noon 1:00 P.M. (New York time) on the third Business Day following the receipt by the Borrower of notice of such payment or disbursement or following the occurrence of a Default or an Event of Default under Section 11.059.05, interest shall thereafter accrue on the amounts so paid or disbursed by such the Issuing Lender Bank (and until reimbursed by the Borrower) at a rate per annum equal to which shall be the Base Rate as in effect from time to time plus the Applicable Margin for Revolving Loans that are maintained as Base Rate Loans as in effect from time to time plus 25%, in each such case, with such interest to be payable on demand. Each The Issuing Lender Bank shall give the Borrower prompt written notice of each Drawing under any Letter of Credit issued by itCredit, provided that the failure to give any such notice shall in no way affect, impair or diminish the Borrower’s 's obligations hereunder. (b) The obligations of the Borrower under this Section 3.05 1.17 to reimburse each the Issuing Lender Bank with respect to drafts, demands and other presentations for payment under Letters of Credit issued by it (each, a “Drawing”) Unpaid Drawings (including, in each case, interest thereon) shall be absolute and unconditional under any and all circumstances and irrespective of any setoff, counterclaim or defense to payment which the Borrower or any Subsidiary of the Borrower may have or have had against any Lender Bank (including in its capacity as an Issuing Lender or as a Participant), including, without limitation, any defense based upon the failure of any drawing under a Letter of Credit (each a "Drawing") to conform to the terms of the Letter of Credit or any nonapplication or misapplication by the beneficiary of the proceeds of such Drawing; provided, however, that the Borrower shall not be obligated to reimburse any the Issuing Lender Bank for any wrongful payment made by such the Issuing Lender Bank under a Letter of Credit issued by it as a result of acts or omissions constituting willful misconduct or gross negligence on the part of such the Issuing Lender Bank (as finally determined by a court of competent jurisdiction in a final and non-appealable decisionjurisdiction).

Agreement to Repay Letter of Credit Drawings. (a) The Borrower agrees to reimburse each Issuing Lender, by making payment to the Administrative Agent in Dollars and in immediately available funds at the Payment Office, for any payment or disbursement made by such Issuing Lender under any Letter of Credit issued by it (each such amount, amount so paid until reimbursed by the Borrowerreimbursed, an “"Unpaid Drawing”"), not later than one Business Day following receipt by the Borrower of notice of such payment or disbursement (provided that no such notice shall be required to be given if a Default or an Event of Default under Section 11.05 10.05 shall have occurred and be continuing, in which case the Unpaid Drawing shall be due and payable immediately without presentment, demand, protest or notice of any kind (all of which are hereby waived by the Borrower)), with interest on the amount so paid or disbursed by such Issuing Lender, to the extent not reimbursed prior to 12:00 Noon 1:00 P.M. (New York time) on the date of such payment or disbursement, from and including the date paid or disbursed to but excluding the date such Issuing Lender was reimbursed by the Borrower therefor at a rate per annum equal to which shall be the Base Rate as in effect from time to time plus sum of the Applicable Margin as in effect from time to time for Revolving Loans that are maintained as Base Rate LoansLoans plus the Base Rate each as in effect from time to time; provided, however, to the extent such amounts are not reimbursed prior to 12:00 Noon 1:00 P.M (New York time) on the third Business Day following the receipt by the Borrower of notice of such payment or disbursement or following the occurrence of a Default or an Event of Default under Section 11.0510.05, interest shall thereafter accrue on the amounts so paid or disbursed by such Issuing Lender (and until reimbursed by the Borrower) at a rate per annum equal to which shall be the sum of the Base Rate as in effect from time to time plus the Applicable Margin for Revolving Loans that are maintained as Base Rate Loans as in effect from time to time plus 24.5%, in each such case, with such interest to be payable on demand. Each Issuing Lender shall give the Borrower prompt written notice of each Drawing under any Letter of Credit issued by it, provided that the failure to give any such notice shall in no way affect, impair or diminish the Borrower’s 's obligations hereunder. (b) The obligations of the Borrower under this Section 3.05 2.05 to reimburse each Issuing Lender with respect to drafts, demands and other presentations for payment under Letters of Credit issued by it (each, a “Drawing”) Unpaid Drawings (including, in each case, interest thereon) shall be absolute and unconditional under any and all circumstances and irrespective of any setoff, counterclaim or defense to payment which the Borrower or any Subsidiary of the Borrower may have or have had against any Lender (including in its capacity as an Issuing Lender issuer of the Letter of Credit or as a Participant), including, without limitation, any defense based upon the failure of any drawing or payment under a Letter of Credit (each a "Drawing") to conform to the terms of the Letter of Credit or any nonapplication or misapplication by the beneficiary of the proceeds of such Drawing; provided, however, that the Borrower shall not be obligated to reimburse any the respective Issuing Lender for any wrongful payment made by such Issuing Lender under a Letter of Credit issued by it as a result of acts or omissions constituting willful misconduct or gross negligence on the part of such Issuing Lender (as determined by a court of competent jurisdiction in a final and non-appealable decision).

Agreement to Repay Letter of Credit Drawings. (a) The Borrower hereby agrees to reimburse each the respective Issuing LenderBank, by making payment to the Administrative Agent in immediately available funds at the Payment OfficeOffice (or by making the payment directly to the respective Issuing Bank at such location as may otherwise have been agreed upon by the Borrower and such Issuing Bank), for any payment or disbursement made by such Issuing Lender it under any Letter of Credit issued by it (each such amount, so paid until reimbursed by the Borrowerreimbursed, an “"Unpaid Drawing”"), not later than one Business Day following receipt by on the day immediately succeeding the date the Borrower of notice is notified of such payment or disbursement to the extent the Borrower is notified prior to or by 2:00 p.m. (provided that no such notice shall be required New York time) (or by 12:00 Noon on the second immediately succeeding Business Day to be given if a Default or an Event of Default under Section 11.05 shall have occurred and be continuing, in which case the Unpaid Drawing shall be due and payable immediately without presentment, demand, protest or notice of any kind extent the Borrower is notified after 2:00 p.m. (all of which are hereby waived by the BorrowerNew York time)), with interest on the amount so paid or disbursed by such Issuing Lender, to the extent not reimbursed prior to 12:00 Noon (New York time) on Bank accruing from the date of such payment or disbursementdisbursement to, from and including but excluding, the date paid or disbursed to but excluding the date such Issuing Lender Agent was reimbursed by the Borrower therefor at a rate per annum equal to which shall be the Base Rate as in effect from time to time plus the Applicable Margin as in effect from time to time for Revolving Loans that are maintained as Base Rate Loans; Margin, provided, however, to the extent such amounts are not reimbursed prior to 12:00 Noon (New York time) on the third Business Day following notice to the receipt Borrower by the Borrower of notice Agent or the respective Issuing Bank of such payment or disbursement or following the occurrence of a Default or an Event of Default under Section 11.05disbursement, interest shall thereafter accrue on the amounts so paid or disbursed by such Issuing Lender Bank (and until reimbursed by the Borrower) at a rate per annum equal to which shall be the Base Rate as in effect from time to time plus the Applicable Margin for Revolving Loans that are maintained as Base Rate Loans as in effect from time to time Margin plus 2%, in each such case, with such interest to be payable on demand, it being understood and agreed, however, that the notice referred to in the immediately preceding proviso shall not be required to be given if a Default or an Event of Default under Section 10.05 shall have occurred and be continuing and, in such case, interest shall accrue on and after the third Business Day after the respective Drawing at the rate provided in the immediately preceding proviso. Each The respective Issuing Lender Bank shall give the Borrower prompt written notice of each Drawing under any Letter of Credit issued by it, provided that the failure to give any such notice shall in no way affect, impair or diminish the Borrower’s 's obligations hereunder. (b) The obligations of the Borrower under this Section 3.05 2.05 to reimburse each the respective Issuing Lender Bank with respect to drafts, demands and other presentations for payment under Letters of Credit issued by it (each, a “Drawing”) Unpaid Drawings (including, in each case, interest thereon) shall be absolute and unconditional under any and all circumstances and irrespective of any setoff, counterclaim or defense to payment which the Borrower or any Subsidiary of the Borrower may have or have had against any Lender Bank (including in its capacity as an Issuing Lender Bank or as a Participant), including, without limitation, any defense based upon the failure of any drawing payment or disbursement under a Letter of Credit (each a "Drawing") to conform to the terms of the Letter of Credit or any nonapplication or misapplication by the beneficiary of the proceeds of such Drawing; provided, however, that the Borrower shall not be obligated to reimburse any an Issuing Lender Bank for any wrongful payment made by such Issuing Lender it under a Letter of Credit issued by it as a result of acts or omissions constituting willful misconduct or gross negligence on the part of such Issuing Lender (as determined by a court of competent jurisdiction in a final and non-appealable decision)Bank.

Agreement to Repay Letter of Credit Drawings. (a) The Borrower agrees Borrowers hereby jointly and severally agree to reimburse each the respective Issuing Lender, by making payment to the Administrative Agent in immediately available funds at the Payment Office, for any payment or disbursement made by such Issuing Lender under any Letter of Credit issued by it (each such amount, so paid until reimbursed by the Borrowerreimbursed, an “"Unpaid Drawing”"), not later than one Business Day following receipt by immediately after, and in any event on the Borrower of notice of date of, such payment or disbursement (provided that no such notice shall be required to be given if a Default or an Event of Default under Section 11.05 shall have occurred and be continuing, in which case the Unpaid Drawing shall be due and payable immediately without presentment, demand, protest or notice of any kind (all of which are hereby waived by the Borrower))disbursement, with interest on the amount so paid or disbursed by such Issuing Lender, to the extent not reimbursed prior to 12:00 Noon 3:00 P.M. (New York time) on the date of such payment or disbursement, from and including the date paid or disbursed to but excluding the date such Issuing Lender was reimbursed by the Borrower Borrowers therefor at a rate per annum equal to which shall be the Base Rate as in effect from time to time plus the Applicable Margin as in effect from time to time for Revolving Loans that are maintained as Base Rate Loans; provided, however, to the extent such amounts are not reimbursed prior to 12:00 Noon 3:00 P.M. (New York time) on the third Business Day following the receipt by the Borrower Borrowers of notice of such payment or disbursement disbursement, or following the occurrence of a Default or an Event of Default under Section 11.0510A.05, interest shall thereafter accrue on the amounts so paid or disbursed by such Issuing Lender (and until reimbursed by the BorrowerBorrowers) at a rate per annum equal to which shall be the Base Rate as in effect from time to time plus the Applicable Margin for Revolving Loans that are maintained as Base Rate Loans as in effect from time to time plus 2%, in each such case, with such interest to be payable on demand. Each The respective Issuing Lender shall give the Borrower Borrowers prompt written notice of each Drawing under any Letter of Credit issued by itCredit, provided that the failure to give any such notice shall in no way affect, impair or diminish the Borrower’s Borrowers' obligations (or their joint and several nature) hereunder. (b) The obligations of the Borrower Borrowers under this Section 3.05 2.05 to reimburse each the respective Issuing Lender with respect to drafts, demands and other presentations for payment under Letters of Credit issued by it (each, a “Drawing”) Unpaid Drawings (including, in each case, interest thereon) shall be absolute and unconditional under any and all circumstances and irrespective of any setoff, counterclaim or defense to payment which the Borrower or any Subsidiary of the Borrower Borrowers may have or have had against any Lender (including in its capacity as an Issuing Lender issuer of the Letter of Credit or as a Participant), including, without limitation, any defense based upon the failure of any drawing under a Letter of Credit (each a "Drawing") to conform to the terms of the Letter of Credit or any nonapplication or misapplication by the beneficiary of the proceeds of such Drawing; provided, however, that the Borrower Borrowers shall not be obligated to reimburse any Issuing Lender for any wrongful payment made by such Issuing Lender under a Letter of Credit issued by it as a result of acts or omissions constituting willful misconduct or gross negligence on the part of such Issuing Lender (as determined by a court of competent jurisdiction in a final and non-appealable decision).

Agreement to Repay Letter of Credit Drawings. (a) The Borrower agrees to reimburse each the Issuing LenderBank, by making payment to the Administrative Agent in immediately available funds at the Payment Office, for any payment or disbursement made by such the Issuing Lender Bank under any Letter of Credit issued by it (each such amount, so paid until reimbursed by the Borrowerreimbursed, an “"Unpaid Drawing”"), not later than one Business Day following receipt by the Borrower of notice of such payment or disbursement (provided that no such notice shall be required to be given if a Default or an Event of Default under Section 11.05 10.05 shall have occurred and be continuing, in which case the Unpaid Drawing shall be due and payable immediately without presentment, demand, protest or notice of any kind (all of which are hereby waived by the Borrower)), with interest on the amount so paid or disbursed by such the Issuing LenderBank, to the extent not reimbursed prior to 12:00 Noon (New York time) on the date of such payment or disbursement, from and including the date paid or disbursed to but excluding the date such the Issuing Lender Bank was reimbursed by the Borrower therefor at a rate per annum equal to which shall be the Base Rate as in effect from time to time plus the Applicable Base Rate Margin as in effect from time to time for Revolving Loans that are maintained as Base Rate Loans; provided, however, to the extent such amounts are not reimbursed prior to 12:00 Noon (New York time) on the third Business Day following the receipt by the Borrower of notice of such payment or disbursement or following the occurrence of a Default or an Event of Default under Section 11.0510.05, interest shall thereafter accrue on the amounts so paid or disbursed by such the Issuing Lender Bank (and until reimbursed by the Borrower) at a rate per annum equal to which shall be the Base Rate as in effect from time to time plus the Applicable Base Rate Margin for Revolving Loans that are maintained as Base Rate Loans as in effect from time to time plus 2%, in each such case, with such interest to be payable on demand. Each The Issuing Lender Bank shall give the Borrower prompt written notice of each Drawing under any Letter of Credit issued by itCredit, provided that the failure to give any such notice shall in no way affect, impair or diminish the Borrower’s 's obligations hereunder. (b) The obligations of the Borrower under this Section 3.05 2.05 to reimburse each the Issuing Lender Bank with respect to drafts, demands and other presentations for payment under Letters of Credit issued by it (each, a “Drawing”) Unpaid Drawings (including, in each case, interest thereon) shall be absolute and unconditional under any and all circumstances and irrespective of any setoff, counterclaim or defense to payment which the Borrower or any Subsidiary of the Borrower may have or have had against any Lender Bank (including in its capacity as an Issuing Lender issuer of the Letter of Credit or as a Participant), including, without limitation, any defense based upon the failure of any drawing under a Letter of Credit (each a "Drawing") to conform to the terms of the Letter of Credit or any nonapplication or misapplication by the beneficiary of the proceeds of such Drawing; provided, however, that the Borrower shall not be obligated to reimburse any the Issuing Lender Bank for any wrongful payment made by such the Issuing Lender Bank under a Letter of Credit issued by it as a result of acts or omissions constituting willful misconduct or gross negligence on the part of such the Issuing Lender Bank (as finally determined by a court of competent jurisdiction in a final and non-appealable decisionjurisdiction).

Agreement to Repay Letter of Credit Drawings. (a) The Subject to the provisions of Section 2.05(b) below, the Borrower agrees to reimburse each Issuing Lender, by making payment to the Administrative Agent in immediately available funds at the Payment Office, such Issuing Lender for any payment or disbursement made by such Issuing Lender under any Letter of Credit issued by it (each such amount, so paid until reimbursed by the Borrower, an “Unpaid Drawing”), not later than one Business Day following receipt by the Borrower of notice of such payment or disbursement (provided that no such notice shall be required to be given if a Default or an Event of Default under Section 11.05 10.05 shall have occurred and be continuing, in which case the Unpaid Drawing shall be due and payable immediately without presentment, demand, protest or notice of any kind (all of which are hereby waived by the Borrower)), with interest on the amount so paid or disbursed by such Issuing Lender, to the extent not reimbursed prior to 12:00 Noon (New York time) on the date of such payment or disbursement, from and including the date paid or disbursed to but excluding the date such Issuing Lender was reimbursed by the Borrower therefor at a rate per annum equal to the Base Rate as in effect from time to time plus the Applicable Margin with respect to Revolving Loans as in effect from time to time for Revolving Loans that are maintained as Base Rate Loans; provided, however, to the extent such amounts are not reimbursed prior to 12:00 Noon (New York time) on the third Business Day following the receipt by the Borrower of notice of such payment or disbursement or following the occurrence of a Default or an Event of Default under Section 11.0510.05, interest shall thereafter accrue on the amounts so paid or disbursed by such Issuing Lender (and until reimbursed by the Borrower) at a rate per annum equal to the Base Rate as in effect from time to time plus the Applicable Margin for Revolving Loans that are maintained as Base Rate Loans as in effect from time to time for Base Rate Loans plus 22.00%, with such interest to be payable on demand. Each Issuing Lender shall give the Borrower and the Administrative Agent prompt written notice of each Drawing under any Letter of Credit issued by it, provided that the failure to give any such notice shall in no way affect, impair or diminish the Borrower’s obligations hereunder. (b) The obligations of the Borrower under this Section 3.05 2.05 to reimburse each Issuing Lender with respect to drafts, demands and other presentations for payment under Letters of Credit issued by it (each, each a “Drawing”) (including, in each case, interest thereon) shall be absolute and unconditional under any and all circumstances and irrespective of any setoff, counterclaim or defense to payment which the Borrower Magellan or any Subsidiary of the Borrower its Subsidiaries may have or have had against any Lender (including in its capacity as an Issuing Lender or as a Participant), including, without limitation, any defense based upon the failure of any drawing under a Letter of Credit to conform to the terms of the Letter of Credit or any nonapplication or misapplication by the beneficiary of the proceeds of such Drawing; provided, however, that the Borrower shall not be obligated to reimburse any Issuing Lender for any wrongful payment made by such Issuing Lender under a Letter of Credit issued by it as a result of acts or omissions constituting willful misconduct or gross negligence on the part of such Issuing Lender (as determined by a court of competent jurisdiction in a final and non-appealable decision).

Agreement to Repay Letter of Credit Drawings. (a) The Borrower agrees to reimburse each the Issuing Lender, by making payment to the Administrative Agent in immediately available funds at the Payment Office, for any payment or disbursement made by such the Issuing Lender under any Letter of Credit issued by it (each such amount, so paid until reimbursed by the Borrowerreimbursed, an “"Unpaid Drawing”"), not later than one Business Day following receipt by the Borrower of notice of such payment or disbursement (provided that no such notice shall be required to be given if a Default or an Event of Default under Section 11.05 10.05 shall have occurred and be continuing, in which case the Unpaid Drawing shall be due and payable immediately without presentment, demand, protest or notice of any kind (all of which are hereby waived by the Borrower)), with interest on the amount so paid or disbursed by such the Issuing Lender, to the extent not reimbursed prior to 12:00 Noon 11:00 A.M. (New York Chicago time) on the date of such payment or disbursement, from and including the date paid or disbursed to but excluding the date such the Issuing Lender was reimbursed by the Borrower therefor at a rate per annum equal to the Base Rate as in effect from time to time plus the Applicable Margin as in effect from time to time for Revolving Loans that are maintained as Base Rate Loans; provided, however, to the extent such amounts are not reimbursed prior to 12:00 Noon 11:00 A.M. (New York time) on the third Business Day following the receipt by the Borrower of notice of such payment or disbursement or following the occurrence of a Default or an Event of Default under Section 11.0510.05, interest shall thereafter accrue on the amounts so paid or disbursed by such the Issuing Lender (and until reimbursed by the Borrower) at a rate per annum equal to the Base Rate as in effect from time to time plus the Applicable Margin for Revolving Loans that are maintained as Base Rate Loans as in effect from time to time plus 2%, with such interest to be payable on demand. Each The Issuing Lender shall give the Borrower prompt written notice of each Drawing under any Letter of Credit issued by it, Credit; provided that the failure to give any such notice shall in no way affect, impair or diminish the Borrower’s 's obligations hereunder. (b) The obligations of the Borrower under this Section 3.05 2.05 to reimburse each the Issuing Lender with respect to drafts, demands and other presentations for payment drawings under Letters of Credit issued by it (each, each a “"Drawing”") (including, in each case, interest thereon) shall be absolute and unconditional under any and all circumstances and irrespective of any setoff, counterclaim or defense to payment which the Borrower or any Subsidiary of the Borrower may have or have had against the beneficiary or any Lender (including in its capacity as an the Issuing Lender or as a Participant), including, without limitation, any defense based upon the failure of any drawing under a Letter of Credit to conform to the terms of the Letter of Credit or any nonapplication or misapplication by the beneficiary of the proceeds of such Drawing; provided, however, that the Borrower shall not be obligated to reimburse any the Issuing Lender for any wrongful payment made by such the Issuing Lender under a Letter of Credit issued by it as a result of acts or omissions constituting willful misconduct or gross negligence on the part of such the Issuing Lender (as determined by a court of competent jurisdiction in a final and non-appealable decision).

Agreement to Repay Letter of Credit Drawings. (a) The Borrower hereby agrees to reimburse each Issuing LenderLetter of Credit Issuer, by making payment to the Administrative Agent in immediately available funds at the Payment Office, for any payment or disbursement made by such Issuing Lender Letter of Credit Issuer under any Letter of Credit issued by it (each such amount, amount (calculated using the Dollar Equivalent thereof in the case of any payment or disbursement made in an Alternate Currency) so paid or disbursed until reimbursed by the Borrowerreimbursed, with Revolving Loan proceeds or otherwise, an “"Unpaid Drawing”)") promptly after, not later than one and in any event within three Business Day following receipt by Days after the date on which, the Borrower is notified by such Letter of notice Credit Issuer of such payment or disbursement (provided that no such notice shall be required to be given if a Default or an Event of Default under Section 11.05 shall have occurred and be continuing, in which case the Unpaid Drawing shall be due and payable immediately without presentment, demand, protest or notice of any kind (all of which are hereby waived by the Borrower)), with interest on the amount so paid or disbursed by such Issuing LenderLetter of Credit Issuer, to the extent not reimbursed prior to 12:00 Noon 1:00 P.M. (New York time) on the date of such payment or disbursement, from and including the date paid or disbursed to but excluding not including the date such Issuing Lender was Letter of Credit Issuer is reimbursed by the Borrower therefor at a rate per annum equal to which shall be the Base Rate as in effect from time to time plus the Applicable Margin as in effect from time to time for Revolving Loans that are maintained as Base Rate Loans; provided, however, to the extent such amounts are not reimbursed prior to 12:00 Noon (New York time) on the third Business Day following the receipt by the Borrower of notice of such payment or disbursement or following the occurrence of a Default or an Event of Default under Section 11.05, interest shall thereafter accrue on the amounts so paid or disbursed by such Issuing Lender (and until reimbursed by the Borrower) at a rate per annum equal to the Base Rate as in effect from time to time plus the Applicable Margin for Revolving Loans that are maintained as Base Rate Loans as in effect from time to time (plus an additional 2%% per annum if not reimbursed by the third Business Day after the date of such notice of payment or disbursement), with such interest also to be payable on demand. Each Issuing Lender shall give the Borrower prompt written notice of each Drawing under any Letter of Credit issued by it, provided that the failure to give any such notice shall in no way affect, impair or diminish the Borrower’s obligations hereunder. (b) The obligations of the Borrower Borrower's obligation under this Section 3.05 2.03 to reimburse each Issuing Lender Letter of Credit Issuer with respect to drafts, demands and other presentations for payment under Letters of Credit issued by it (each, a “Drawing”) Unpaid Drawings (including, in each case, interest thereon) shall be absolute and unconditional under any and all circumstances and irrespective of any setoff, counterclaim or defense to payment which the Borrower or any Subsidiary of the Borrower may have or have had against such Letter of Credit Issuer, the Administrative Agent or any Lender (including in its capacity as an Issuing Lender or as a Participant)Lender, including, without limitation, any defense based upon the failure of any drawing under a Letter of Credit to conform substantially to the terms of the Letter of Credit or any nonapplication non-application or misapplication by the beneficiary of the proceeds of such Drawing; provided, however, drawing provided that the Borrower shall not be obligated to reimburse any Issuing Lender such Letter of Credit Issuer for any wrongful payment made by such Issuing Lender Letter of Credit Issuer under a Letter of Credit issued by it as a result of acts or omissions constituting willful misconduct or gross negligence on the part of such Issuing Lender (as determined by a court Letter of competent jurisdiction in a final and non-appealable decision)Credit Issuer.

Agreement to Repay Letter of Credit Drawings. (a) The Borrower agrees to reimburse each the Issuing Lender, by making payment to the Administrative Agent in Dollars (or, in the case of any payment or disbursement made by the Issuing Lender in a Foreign Currency, of the Dollar Equivalent of such payment or disbursement as determined by the Issuing Lender on the date of such payment or disbursement) in immediately available funds at the Payment Office, for any payment or disbursement made by such the Issuing Lender under any Letter of Credit issued by it (each such amountamount (or the Dollar Equivalent thereof, as the case may be), so paid until reimbursed by the Borrowerreimbursed, an “"Unpaid Drawing”"), not later than one Business Day following receipt by the Borrower of notice of such payment or disbursement (provided that (x) to the extent that any such notice is received by the Borrower after 12:00 Noon (New York time) on any Business Day, such reimbursement shall be required on the immediately succeeding Business Day, and (y) notwithstanding the foregoing, no such notice shall be required to be given if a Default or an Event of Default under Section 11.05 10.05 shall have occurred and be continuing, in which case the Unpaid Drawing shall be due and payable immediately without presentment, demand, protest or notice of any kind (all of which are hereby waived by the Borrower)), with interest on the amount so paid or disbursed by such the Issuing Lender, to the extent not reimbursed prior to 12:00 Noon (New York time) on the date of such payment or disbursement, from and including the date paid or disbursed to but excluding the date such Issuing Lender was reimbursed by the Borrower therefor at a rate per annum equal to the Base Rate as in effect from time to time plus the Applicable Margin as in effect from time to time for Revolving Loans that are maintained as Base Rate Loans; provided, however, to the extent such amounts are not reimbursed prior to 12:00 -------- ------- Noon (New York time) on the third Business Day following the receipt by the Borrower of notice of such payment or disbursement or following the occurrence of a Default or an Event of Default under Section 11.0510.05, interest shall thereafter accrue on the amounts so paid or disbursed by such the Issuing Lender (and until reimbursed by the Borrower) at a rate per annum equal to the Base Rate as in effect from time to time plus the Applicable Margin for Revolving Loans that are maintained as Base Rate Loans as in effect from time to time plus 2%, with such interest to be payable on demand. Each The Issuing Lender shall give the Borrower prompt written notice of each Drawing under any Letter of Credit issued by it, provided that the failure to give any such notice shall in no way affect, impair -------- or diminish the Borrower’s 's obligations hereunder. (b) The obligations of the Borrower under this Section 3.05 2.05 to reimburse each the Issuing Lender with respect to drafts, demands and other presentations for payment under Letters of Credit issued by it (each, each a “"Drawing”") (including, in each case, interest thereon) shall be absolute and unconditional under any and all circumstances and irrespective of any setoff, counterclaim or defense to payment which the Borrower or any Subsidiary of the Borrower may have or have had against any Lender (including in its capacity as an the Issuing Lender or as a Participant), including, without limitation, any defense based upon the failure of any drawing under a Letter of Credit to conform to the terms of the Letter of Credit or any nonapplication or misapplication by the beneficiary of the proceeds of such Drawing; provided, -------- however, that the Borrower shall not be obligated to reimburse any the Issuing ------- Lender for any wrongful payment made by such the Issuing Lender under a Letter of Credit issued by it as a result of acts or omissions constituting willful misconduct or gross negligence on the part of such the Issuing Lender (as determined by a court of competent jurisdiction in a final and non-appealable decision).

Agreement to Repay Letter of Credit Drawings. (a) The Borrower hereby agrees to reimburse each Issuing Lender, by making payment to the Administrative Agent in Dollars in immediately available funds at the Payment Office, for any payment or disbursement made by such Issuing Lender under any Letter of Credit issued by it (each such amount, so paid until reimbursed by the Borrower, an “Unpaid Drawing”), not later than one (1) Business Day following receipt by the Borrower of notice of such payment or disbursement (provided that no such notice shall be required to be given if a Default or an Event of Default under Section 11.05 shall have occurred and be continuing, in which case the Unpaid Drawing shall be due and payable immediately without presentment, demand, protest or notice of any kind (all of which are hereby waived by the Borrower)), with interest on the amount so paid or disbursed by such Issuing Lender, to the extent not reimbursed prior to 12:00 Noon (New York City time) on the date of such payment or disbursement, disbursement from and including the date paid or disbursed to but excluding the date such Issuing Lender was reimbursed by the Borrower therefor at a rate per annum equal to the Base Rate as in effect from time to time plus the Applicable Margin as in effect from time to time for Revolving Loans that are maintained as Base Rate Loans; provided, however, to the extent such amounts are not reimbursed prior to 12:00 Noon (New York City time) on the third Business Day following the receipt by the Borrower of notice of such payment or disbursement or following the occurrence of a Default or an Event of Default under Section 11.05, interest shall thereafter accrue on the amounts so paid or disbursed by such Issuing Lender (and until reimbursed by the Borrower) at a rate per annum equal to the Base Rate as in effect from time to time plus the Applicable Margin for Revolving Loans that are maintained as Base Rate Loans as in effect from time to time plus 2%, with such interest to be payable on demand. Each Issuing Lender shall give the Borrower prompt written notice of each Drawing under any Letter of Credit issued by it, ; provided that the failure to give any such notice shall in no way affect, impair or diminish the Borrower’s obligations hereunder. (b) The obligations of the Borrower under this Section 3.05 to reimburse each Issuing Lender with respect to drafts, demands and other presentations for payment under Letters of Credit issued by it (each, a “Drawing”) (including, in each case, interest thereon) shall be absolute and unconditional under any and all circumstances and irrespective of any setoff, counterclaim or defense to payment which the Borrower Holdings or any Restricted Subsidiary of the Borrower Holdings may have or have had against any Lender (including in its capacity as an Issuing Lender or as a Participant), including, without limitation, any defense based upon the failure of any drawing under a Letter of Credit to conform to the terms of the Letter of Credit or any nonapplication or misapplication by the beneficiary of the proceeds of such Drawing; provided, however, that the Borrower shall not be obligated to reimburse any Issuing Lender for any wrongful payment made by such Issuing Lender under a Letter of Credit issued by it as a result of acts or omissions constituting willful misconduct or gross negligence on the part of such Issuing Lender (as determined by a court of competent jurisdiction in a final and non-appealable decision).

Agreement to Repay Letter of Credit Drawings. (a) The Subject to Section 3.05(b), the U.S. Borrower hereby agrees to reimburse each the Issuing LenderBank, by making payment in Dollars and in immediately available funds directly to the Administrative Agent in immediately available funds at the Payment OfficeOffice for the benefit of the Issuing Bank, for any payment or disbursement made by such the Issuing Lender Bank under any Letter of Credit issued by it (with each such amountamount so paid, so paid until reimbursed by the Borrowerreimbursed, an “"Unpaid Drawing”"), not later than one Business Day following receipt by immediately after, and in any event on the Borrower of notice of date of, such payment or disbursement (provided that no such notice shall be required to be given if a Default or an Event of Default under Section 11.05 shall have occurred and be continuing, in which case the Unpaid Drawing shall be due and payable immediately without presentment, demand, protest or notice of any kind (all of which are hereby waived by the Borrower))disbursement, with interest on the amount so paid or disbursed by such the Issuing LenderBank, to the extent not reimbursed prior to 12:00 Noon 2:00 P.M. (New York time) on the date of such payment or disbursement, from and including the date paid or disbursed to but excluding the date such the Issuing Lender Bank was reimbursed by the U.S. Borrower therefor at a rate per annum equal to which shall be the Base Rate as in effect from time to time plus the Applicable Margin as in effect from time to time for Dollar Revolving Loans that are maintained as Base Rate Loans; provided, however, to the extent such amounts are not reimbursed prior to 12:00 Noon (New York time) on the third Business Day following the receipt by the Borrower of notice of such payment or disbursement or following upon the occurrence of a Default or an Event of Default under Section 11.0512.05, interest shall thereafter accrue on the amounts so paid or disbursed by such the Issuing Lender Bank (and until reimbursed by the U.S. Borrower) at a rate per annum equal to which shall be the Base Rate as in effect from time to time plus the Applicable Margin for Dollar Revolving Loans that are maintained as Base Rate Loans as in effect from time to time plus 2%, in each such case, with such interest to be payable on demand. Each The Issuing Lender Bank shall give the U.S. Borrower and the Administrative Agent prompt written notice of each Drawing under any Letter of Credit issued by itCredit, provided that except as provided in the immediately preceding sentence, the failure to give any such notice shall in no way affect, impair or diminish the U.S. Borrower’s 's obligations hereunder. (b) The obligations of the Borrower under this Section 3.05 to reimburse each Issuing Lender with respect to drafts, demands and other presentations for payment under Letters of Credit issued by it (each, a “Drawing”) (including, in each case, interest thereon) shall be absolute and unconditional under any and all circumstances and irrespective of any setoff, counterclaim or defense to payment which the Borrower or any Subsidiary of the Borrower may have or have had against any Lender (including in its capacity as an Issuing Lender or as a Participant), including, without limitation, any defense based upon the failure of any drawing under a Letter of Credit to conform to the terms of the Letter of Credit or any nonapplication or misapplication by the beneficiary of the proceeds of such Drawing; provided, however, that the Borrower shall not be obligated to reimburse any Issuing Lender for any wrongful payment made by such Issuing Lender under a Letter of Credit issued by it as a result of acts or omissions constituting willful misconduct or gross negligence on the part of such Issuing Lender (as determined by a court of competent jurisdiction in a final and non-appealable decision).

Agreement to Repay Letter of Credit Drawings. (a) The Borrower hereby agrees to reimburse each Issuing Lender, by making payment to the Administrative Agent in Dollars in immediately available funds at the Payment Officefunds, for any payment or disbursement made by such Issuing Lender under any Letter of Credit issued by it (each such amount, so paid until reimbursed by the Borrower, an “Unpaid Drawing”), not later than one Business Day following receipt by the Borrower of notice of such payment or disbursement (provided that no such notice shall be required to be given if a Default or an Event of Default under Section 11.05 shall have occurred and be continuing, in which case the Unpaid Drawing shall be due and payable immediately without presentment, demand, protest or notice of any kind (all of which are hereby waived by the Borrower)), with interest on the amount so paid or disbursed by such Issuing Lender, to the extent not reimbursed prior to 12:00 Noon (New York City time) on the date of such payment or disbursement, disbursement from and including the date paid or disbursed to but excluding the date such Issuing Lender was reimbursed by the Borrower therefor at a rate per annum equal to the Base Rate ABR as in effect from time to time plus the Applicable Margin as in effect from time to time for Revolving Loans that are maintained as Base Rate ABR Loans; provided, however, to the extent such amounts are not reimbursed prior to 12:00 Noon (New York City time) on the third Business Day following the receipt by the Borrower of notice of such payment or disbursement or following the occurrence of a Default or an Event of Default under Section 11.05, interest shall thereafter accrue on the amounts so paid or disbursed by such Issuing Lender (and until reimbursed by the Borrower) at a rate per annum equal to the Base Rate ABR as in effect from time to time plus the Applicable Margin for Revolving Loans that are maintained as Base Rate ABR Loans as in effect from time to time plus 2%, with such interest to be payable on demand. Each Issuing Lender shall give the Borrower prompt written notice of each Drawing under any Letter of Credit issued by it, ; provided that the failure to give any such notice shall in no way affect, impair or diminish the Borrower’s obligations hereunder. (ba) The obligations of the Borrower under this Section 3.05 to reimburse each Issuing Lender with respect to drafts, demands and other presentations for payment under Letters of Credit issued by it (each, a “Drawing”) (including, in each case, interest thereon) shall be absolute and unconditional under any and all circumstances and irrespective of any setoff, counterclaim or defense to payment which any Parent Guarantor, the Borrower or any Subsidiary of a Parent Guarantor or the Borrower may have or have had against any Lender (including in its capacity as an Issuing Lender or as a Participant), including, without limitation, any defense based upon the failure of any drawing under a Letter of Credit to conform to the terms of the Letter of Credit or any nonapplication or misapplication by the beneficiary of the proceeds of such Drawing; provided, however, that the Borrower shall not be obligated to reimburse any Issuing Lender for any wrongful payment made by such Issuing Lender under a Letter of Credit issued by it as a result of acts or omissions constituting willful misconduct or gross negligence on the part of such Issuing Lender (as determined by a court of competent jurisdiction in a final and non-appealable decision).

Agreement to Repay Letter of Credit Drawings. (a) The Borrower agrees to reimburse each Issuing Lender, by making payment to the Administrative Agent in immediately available funds at the Payment Office, for any payment or disbursement made by such Issuing Lender under any Letter of Credit issued by it (each such amount, so paid until reimbursed by the Borrower, an “Unpaid Drawing”), not later than one Business Day following receipt by the Borrower of notice of such payment or disbursement (provided that no such notice shall be required to be given if a Default or an Event of Default under Section 11.05 shall have occurred and be continuing, in which case the Unpaid Drawing shall be due and payable immediately without presentment, demand, protest or notice of any kind (all of which are hereby waived by the Borrower)), with interest on the amount so paid or disbursed by such Issuing Lender, to the extent not reimbursed prior to 12:00 Noon (New York time) on the date of such payment or disbursement, from and including the date paid or disbursed to but excluding the date such Issuing Lender was reimbursed by the Borrower therefor at a rate per annum equal to the Base Rate as in effect from time to time plus the Applicable Margin as in effect from time to time for Revolving Loans that are maintained as Base Rate Loans; provided, however, to the extent such amounts are not reimbursed prior to 12:00 Noon (New York time) on the third Business Day following the receipt by the Borrower of notice of such payment or disbursement or following the occurrence of a Default or an Event of Default under Section 11.05, interest shall thereafter accrue on the amounts so paid or disbursed by such Issuing Lender (and until reimbursed by the Borrower) at a rate per annum equal to the Base Rate as in effect from time to time plus the Applicable Margin for Revolving Loans that are maintained as Base Rate Loans as in effect from time to time plus 2%, with such interest to be payable on demand. Each Issuing Lender shall give the Borrower prompt written notice of each Drawing under any Letter of Credit issued by it, provided that the failure to give any such notice shall in no way affect, impair or diminish the Borrower’s obligations hereunder. (b) The obligations of the Borrower under this Section 3.05 to reimburse each Issuing Lender with respect to drafts, demands and other presentations for payment under Letters of Credit issued by it (each, a “Drawing”) (including, in each case, interest thereon) shall be absolute and unconditional under any and all circumstances and irrespective of any setoff, counterclaim or defense to payment which the Borrower Holdings or any Subsidiary of the Borrower Holdings may have or have had against any Lender (including in its capacity as an Issuing Lender or as a Participant), including, without limitation, any defense based upon the failure of any drawing under a Letter of Credit to conform to the terms of the Letter of Credit or any nonapplication or misapplication by the beneficiary of the proceeds of such Drawing; provided, however, that the Borrower shall not be obligated to reimburse any Issuing Lender for any wrongful payment made by such Issuing Lender under a Letter of Credit issued by it as a result of acts or omissions constituting willful misconduct or gross negligence on the part of such Issuing Lender (as determined by a court of competent jurisdiction in a final and non-appealable decision).

Agreement to Repay Letter of Credit Drawings. (a) The Borrower agrees to reimburse each Issuing Lender, by making payment to the Administrative Agent in immediately available funds at the Payment Office, for any payment or disbursement made by such Issuing Lender under any Letter of Credit issued by it (each such amount, so paid until reimbursed by the Borrowerreimbursed, an “Unpaid Drawing”), not later than one Business Day following receipt by the Borrower of notice of such payment or disbursement (provided that no such notice shall be required to be given if a Default or an Event of Default under Section 11.05 10.05 shall have occurred and be continuing, in which case the Unpaid Drawing shall be due and payable immediately without presentment, demand, protest or notice of any kind (all of which are hereby waived by the Borrower)), with interest on the amount so paid or disbursed by such Issuing Lender, to the extent not reimbursed prior to 12:00 Noon (New York time) on the date of such payment or disbursement, from and including the date paid or disbursed to but excluding the date such Issuing Lender was reimbursed by the Borrower therefor at a rate per annum equal to the Base Rate as in effect from time to time plus the Applicable Margin as in effect from time to time for Revolving Loans that are maintained as Base Rate Loans; provided, however, to the extent such amounts are not reimbursed prior to 12:00 Noon (New York time) on the third Business Day following the receipt by the Borrower of notice of such payment or disbursement or following the occurrence of a Default or an Event of Default under Section 11.0510.05, interest shall thereafter accrue on the amounts so paid or disbursed by such Issuing Lender (and until reimbursed by the Borrower) at a rate per annum equal to the Base Rate as in effect from time to time plus the Applicable Margin for Revolving Loans that are maintained as Base Rate Loans as in effect from time to time plus 2%, with such interest to be payable on demand. Each Issuing Lender shall give the Borrower prompt written notice of each Drawing under any Letter of Credit issued by it, provided that the failure to give any such notice shall in no way affect, impair or diminish the Borrower’s obligations hereunder. (b) The obligations of the Borrower under this Section 3.05 2.05 to reimburse each Issuing Lender with respect to drafts, demands and other presentations for payment under Letters of Credit issued by it (each, each a “Drawing”) (including, in each case, interest thereon) shall be absolute and unconditional under any and all circumstances and irrespective of any setoff, counterclaim or defense to payment which the Borrower or any Subsidiary of the Borrower may have or have had against any Lender (including in its capacity as an Issuing Lender or as a Participant), including, without limitation, any defense based upon the failure of any drawing under a Letter of Credit to conform to the terms of the Letter of Credit or any nonapplication or misapplication by the beneficiary of the proceeds of such Drawing; provided, however, that the Borrower shall not be obligated to reimburse any Issuing Lender for any wrongful payment made by such Issuing Lender under a Letter of Credit issued by it as a result of acts or omissions constituting willful misconduct or gross negligence on the part of such Issuing Lender (as determined by a court of competent jurisdiction in a final and non-appealable decision).

Agreement to Repay Letter of Credit Drawings. (a) The Borrower -------------------------------------------- hereby agrees to reimburse each Issuing Lenderthe respective Letter of Credit Issuer, by making payment to the Administrative Agent in U.S. Dollars and in immediately available funds at the Payment Office, for any payment or disbursement made by such Issuing Lender Letter of Credit Issuer under any Letter of Credit issued by it (each such amount, amount so paid or disbursed until reimbursed by the Borrowerreimbursed, an “"Unpaid Drawing”)") immediately after, not later than one Business Day following receipt by and in any event on the Borrower of notice date of such payment or disbursement, with interest on the amount so paid or disbursed by such Letter of Credit Issuer, to the extent not reimbursed prior to 2:00 P.M. (New York time) on the date of such payment or disbursement, from and including the date paid or disbursed to but not including the date such Letter of Credit Issuer is reimbursed therefor at a rate per annum which shall be the Applicable Margin for Revolving Loans maintained as Base Rate Loans as in effect from time to time (plus an additional 2% per annum if not reimbursed by the third Business Day after the date of such payment or disbursement), such interest also to be payable on demand. Each Letter of Credit Issuer shall provide the Borrower prompt notice of any payment or disbursement made by it under any Letter of Credit issued by it; provided, that -------- (provided that no such notice i) the notices referred to above shall not be required to be given if a Default or an Event of Default under such Section 11.05 10.05 shall have occurred and be continuing, continuing (in which case the Unpaid Drawing Drawings shall be due and payable immediately without presentment, demand, protest or notice of any kind (all of which are hereby waived by the Borrower)), with interest on the amount so paid or disbursed by such Issuing Lender, to the extent not reimbursed prior to 12:00 Noon ) and (New York timeii) on the date of such payment or disbursement, from and including the date paid or disbursed to but excluding the date such Issuing Lender was reimbursed by the Borrower therefor at a rate per annum equal to the Base Rate as in effect from time to time plus the Applicable Margin as in effect from time to time for Revolving Loans that are maintained as Base Rate Loans; provided, however, to the extent such amounts are not reimbursed prior to 12:00 Noon (New York time) on the third Business Day following the receipt by the Borrower of notice of such payment or disbursement or following the occurrence of a Default or an Event of Default under Section 11.05, interest shall thereafter accrue on the amounts so paid or disbursed by such Issuing Lender (and until reimbursed by the Borrower) at a rate per annum equal to the Base Rate as in effect from time to time plus the Applicable Margin for Revolving Loans that are maintained as Base Rate Loans as in effect from time to time plus 2%, with such interest to be payable on demand. Each Issuing Lender shall give the Borrower prompt written notice of each Drawing under any Letter of Credit issued by it, provided that the failure to give of, or delay in, giving any such notice shall in no way affect, impair not release or diminish the Borrower’s obligations hereunder. (b) The obligations of the Borrower under this Section 3.05 2.04(a) or under any other Section of this Agreement. (b) The Borrower's obligation under this Section 2.04 to reimburse each Issuing Lender the respective Letter of Credit Issuer with respect to drafts, demands and other presentations for payment under drawings on Letters of Credit issued by it (each, a “Drawing”) (including, in each case, interest thereon) shall be absolute and unconditional under any and all circumstances and irrespective of any setoff, counterclaim or defense to payment which the Borrower or any Subsidiary of the Borrower its Subsidiaries may have or have had against any Lender (including beneficiary named in its capacity as an Issuing Lender any Letter of Credit, the Letter of Credit Issuer, the Administrative Agent, any Arranger or as a Participant)any Bank or other Person, including, without limitation, any defense based upon the failure of any drawing under a Letter of Credit issued by it to conform to the terms of the Letter of Credit or Credit, any nonapplication or misapplication by the beneficiary of the proceeds of such Drawingdrawing; provided, however, that the Borrower shall not be -------- ------- obligated to reimburse any Issuing Lender such Letter of Credit Issuer for any wrongful payment made by such Issuing Lender Letter of Credit Issuer under a Letter of Credit issued by it as a result of acts or omissions constituting willful misconduct or gross negligence on the part of such Issuing Lender (Letter of Credit Issuer as determined by a court of competent jurisdiction in jurisdiction; provided, further, that any reimbursement made by the ----------------- Borrower shall be without prejudice to any claim it may have against such Letter of Credit Issuer as a final and non-appealable decision)result of acts or omissions constituting willful misconduct or gross negligence on the part of such Letter of Credit Issuer.

Agreement to Repay Letter of Credit Drawings. (a) The Each Borrower hereby agrees to reimburse each Issuing Lenderthe relevant Letter of Credit Issuer, by making payment in the currency in which the relevant Letter of Credit is issued, to the Administrative Agent in immediately available funds at the Payment Officefunds, for any payment or disbursement made by such Issuing Lender the Letter of Credit Issuer under any Letter of Credit issued by it (each such amount, amount so paid until reimbursed by the Borrowerreimbursed, an “Unpaid Drawing”), not ) no later than one the date that is three (3) Business Day following receipt by Days after the date on which the relevant Borrower of receives notice of such payment or disbursement (provided that no such notice shall be required to be given if a Default or an Event of Default under Section 11.05 shall have occurred and be continuing, in which case the Unpaid Drawing shall be due and payable immediately without presentment, demand, protest or notice of any kind (all of which are hereby waived by the Borrower)“Reimbursement Date”), with interest on the amount so paid or disbursed by such Issuing Lenderthe Letter of Credit Issuer, to the extent not reimbursed prior to 12:00 Noon (New York time) 5:00 p.m. on the date of such payment or disbursement, from and including the date paid on which such payment or disbursed disbursement was made by the Letter of Credit Issuer to but excluding the date such Issuing Lender was the Letter of Credit Issuer is reimbursed by the Borrower therefor at a rate per annum equal to that shall at all times be the Base Rate Applicable ABR Margin plus ABR as in effect from time to time plus time; provided that, notwithstanding anything contained in this Agreement to the Applicable Margin as contrary, (i) unless the relevant Borrower shall have notified the Administrative Agent and the relevant Letter of Credit Issuer prior to 10:00 a.m. at least two (2) Business Days prior to the Reimbursement Date that such Borrower intends to reimburse the relevant Letter of Credit Issuer for the amount of such drawing with funds other than the proceeds of Loans, such Borrower shall be deemed to have given a Notice of Borrowing requesting that, with respect to Letters of Credit, the Lenders make Loans on the Reimbursement Date in effect from time to time for Revolving Loans that are maintained as Base Rate US Dollars in the amount of such Unpaid Drawing which Loans, shall be ABR Loans; providedand (ii) the Administrative Agent shall promptly notify each relevant L/C Participant of such drawing and the amount of its Loan to be made on the Reimbursement Date in respect thereof, howeverand each L/C Participant shall be obligated to make a Loan to the relevant Borrower in the manner deemed to have been requested in the amount of its Commitment Percentage of the applicable Unpaid Drawing by 12:00 noon on such Reimbursement Date by making the amount of such Loan available to the Administrative Agent if, and only if, there are Available Commitments sufficient to make such Loan and the conditions set forth in Section 7 (other than the delivery of a Notice of Borrowing) shall be satisfied. Such Loans shall be made without regard to the Minimum Borrowing Amount or multiples. The initial interest period for any Term Benchmark Loan made pursuant to this Section 3.4 shall be one (1) month. The Administrative Agent shall use the proceeds of such Loans solely for purpose of reimbursing the Letter of Credit Issuer for the related Unpaid Drawing. In the event that the Borrowers fail to Cash Collateralize any Letter of Credit that is outstanding on the L/C Maturity Date, the full amount of the Letters of Credit Outstanding in respect of such Letter of Credit shall be deemed to be an Unpaid Drawing subject to the provisions of this Section 3.4 except that the Letter of Credit Issuer shall hold the proceeds received from the L/C Participants as contemplated above as cash collateral for such Letter of Credit to reimburse any Unpaid Drawing under such Letter of Credit and shall use such proceeds first, to reimburse itself for any Unpaid Drawings made in respect of such Letter of Credit following the L/C Maturity Date, second, to the extent such amounts are not reimbursed prior to 12:00 Noon (New York time) on the third Business Day following the receipt by the Borrower of notice of such payment or disbursement or following the occurrence of a Default or an Event of Default under Section 11.05, interest shall thereafter accrue on the amounts so paid or disbursed by such Issuing Lender (and until reimbursed by the Borrower) at a rate per annum equal to the Base Rate as in effect from time to time plus the Applicable Margin for Revolving Loans that are maintained as Base Rate Loans as in effect from time to time plus 2%, with such interest to be payable on demand. Each Issuing Lender shall give the Borrower prompt written notice of each Drawing under any Letter of Credit issued by it, provided that the failure to give expires or is returned undrawn while any such notice shall cash collateral remains, to the repayment of obligations in no way affect, impair or diminish the Borrower’s obligations hereunder. (b) The obligations of the Borrower under this Section 3.05 to reimburse each Issuing Lender with respect to drafts, demands and other presentations for payment under Letters of Credit issued by it (each, a “Drawing”) (including, in each case, interest thereon) shall be absolute and unconditional under any and all circumstances and irrespective of any setoffLoans that have not been paid at such time and third, counterclaim or defense to payment which the Borrower or any Subsidiary of the Borrower may have or have had against any Lender (including in its capacity as an Issuing Lender Borrowers or as a Participant), including, without limitation, any defense based upon the failure of any drawing under a Letter of Credit to conform to the terms of the Letter of Credit or any nonapplication or misapplication by the beneficiary of the proceeds of such Drawing; provided, however, that the Borrower shall not be obligated to reimburse any Issuing Lender for any wrongful payment made by such Issuing Lender under a Letter of Credit issued by it as a result of acts or omissions constituting willful misconduct or gross negligence on the part of such Issuing Lender (as determined otherwise directed by a court of competent jurisdiction in a final and non-appealable decision)jurisdiction.

Agreement to Repay Letter of Credit Drawings. (a) The Borrower Company hereby agrees to reimburse each the respective Issuing LenderBank, by making payment to the Administrative Agent in immediately available funds at the Payment OfficeOffice (or by making the payment directly to the respective Issuing Bank at such location as may otherwise have been agreed upon by the Company and the respective Issuing Bank), for any payment or disbursement made by such Issuing Lender Bank under any Letter of Credit issued by it (each such amount, amount so paid until reimbursed by the Borrowerreimbursed, an “"Unpaid Drawing”"), not later than one Business Day following receipt by immediately after, and in any event on the Borrower of date of, such payment or disbursement, if the respective Issuing Bank has given the Company notice of such payment or disbursement prior to 2:00 P.M. (provided that no New York time) on the date of such payment or disbursement (which notice such Issuing Bank shall be required under no obligation to be given if a Default give), and in any event on the Business Day immediately succeeding such payment or an Event of Default under Section 11.05 shall have occurred and be continuing, in which case the Unpaid Drawing shall be due and payable immediately without presentment, demand, protest or notice of any kind (all of which are hereby waived by the Borrower))disbursement, with interest on the amount so paid or disbursed by such the respective Issuing LenderBank, to the extent not reimbursed prior to 12:00 Noon (New York time) on the date of such payment or disbursement, from and including the date paid or disbursed to but excluding the date such Issuing Lender was Bank is reimbursed by the Borrower therefor Company therefor, at a rate per annum equal to the Base Rate as in effect from time to time plus the Applicable Margin as in effect from time to time for Revolving Loans that are maintained as Base Rate Loans; provided, however, to the extent such amounts are not reimbursed prior to 12:00 Noon which shall be (New York timex) unless a Bankruptcy Default exists on the third Business Day following date of the respective payment or disbursement, for the period from and including the date of the respective payment or disbursement until the earlier to occur of a Bankruptcy Default or the date of receipt by the Borrower Company from such Issuing Bank or the Agent of written or telephonic notice of such payment or disbursement or following the occurrence of a Default or an Event of Default under Section 11.05disbursement, interest shall thereafter accrue on the amounts so paid or disbursed by such Issuing Lender (and until reimbursed by the Borrower) at a rate per annum equal to the Base Rate as in effect from time to time plus the Applicable Margin for Dollar Facility Revolving Loans that are maintained as Base Rate Loans at the time of such payment or disbursement, and (y) from and including the date of the respective payment or disbursement if a Bankruptcy Default then exists or, if a Bankruptcy Default does not exist on the date of the respective payment or disbursement, from and including the earlier to occur of the date upon which a Bankruptcy Default subsequently occurs or the date of receipt by the Company from such Issuing Bank or the Agent of written or telephonic notice of such payment or disbursement to but excluding the date such Issuing Bank was reimbursed by the Company therefor, the Base Rate in effect from time to time plus the Applicable Margin for Dollar Facility Revolving Loans maintained as Base Rate Loans as in effect from time to time plus 2%, in each case with such interest to be payable on demand. Each Issuing Lender Bank shall give provide the Borrower Company and the Agent prompt written notice of each Drawing any payment or disbursement made under any the Letter of Credit issued by itsuch Issuing Bank, provided that although the failure to give of, or the delay in, giving any such notice shall in no way affect, impair not release or diminish the Borrower’s obligations hereunderof the Company under this Section 2.05(a) or under any other Section of this Agreement. (b) The obligations of the Borrower Company under this Section 3.05 2.05 to reimburse each Issuing Lender Bank with respect to drafts, demands and other presentations for payment under Letters of Credit issued by it (each, a “Drawing”) Unpaid Drawings (including, in each case, interest thereon) shall be absolute and unconditional under any and all circumstances and irrespective of any setoff, counterclaim or defense to payment which the Borrower or any Subsidiary of the Borrower Company may have or have had against any Lender Bank (including in its capacity as an Issuing Lender Bank or as a Participant)) or any beneficiary or any transferee of the respective Letter of Credit, including, without limitation, any defense based upon the failure of any drawing under a Letter of Credit (each, a "Drawing") to conform to the terms of the Letter of Credit or any nonapplication or misapplication by the beneficiary of the proceeds of such DrawingDrawing or any draft, demand, certificate or any other document presented under such Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any or all respects or any statement therein being untrue or inaccurate in any respect; provided, however, that the Borrower Company shall not be obligated to reimburse any Issuing Lender Bank for any wrongful payment made by such Issuing Lender Bank under a Letter of Credit issued by it as a result of acts or omissions constituting willful misconduct as determined by a court of competent jurisdiction or gross negligence on the part of such Issuing Lender (as determined by a court of competent jurisdiction in a final and non-appealable decision)Bank.