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

Agreement to Repay Letter of Credit Drawings. (a) The Borrower hereby agrees to reimburse the Letter of Credit Issuer in Dollars with respect to any drawing under any Letter of Credit, by making payment, whether with its own funds, with the proceeds of Revolving Credit Loans or any other source, to the Administrative Agent for the account of the Letter of Credit Issuer in immediately available funds, for any payment or disbursement made by the Letter of Credit Issuer under any Letter of Credit issued by it (with respect to each such amount so paid under a Letter of Credit until reimbursed, a “Unpaid Drawing” (i) within one Business Day of the date of such payment or disbursement, if the Letter of Credit Issuer provides notice to the Borrower of such payment or disbursement prior to 11:00 a.m. (New York City time) on such next succeeding Business Day after the date of such payment or disbursement or (ii) if such notice is received after such time, on the next Business Day following the date of receipt of such notice (such required date for reimbursement under clause (i) or (ii), as applicable (the “Required Reimbursement Date”), with interest on the amount so paid or disbursed by such Letter of Credit Issuer, from and including the date of such payment or disbursement to but excluding the Required Reimbursement Date, at the per annum rate for each day equal to the 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 the Letter of Credit Issuer prior to 11:00 a.m. (New York City time) on the Required 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 Revolving Credit Loans, the Borrower shall be deemed to have given a Notice of Borrowing requesting that the Lenders with Revolving Credit Commitments make Revolving Credit Loans (which shall be ABR Loans) on the Required Reimbursement Date in an amount equal to the amount of such drawing, and (ii) the Administrative Agent shall promptly notify each Letter of Credit Participant of such drawing and the amount of its Revolving Credit Loan to be made in respect thereof, and each Letter of Credit 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 Required Reimbursement Date by making the amount of such Revolving Credit Loan available to the Administrative Agent. Such Revolving Credit Loans made in respect of such Unpaid Drawing on such Required Reimbursement Date shall be made without regard to the Minimum Borrowing Amount and without regard to the satisfaction of the conditions set forth in Section 7. The Administrative Agent shall use the proceeds of such Revolving Credit Loans solely for the purpose of reimbursing the Letter of Credit Issuer for the related Unpaid Drawing. If and to the extent such Letter of Credit Participant shall not have so made its Revolving Credit Commitment Percentage of the amount of such payment available to the Administrative Agent for the account of the Letter of Credit Issuer, or that in the sole judgment of the Letter of Credit Issuer, such Revolving Credit Loan cannot for any reason be made on the date otherwise required above (including as a result of the commencement of a proceeding under any Debtor Relief Law in respect of the Borrower), each Letter of Credit Participant hereby agrees that its participation in such Unpaid Drawing shall remain outstanding in lieu of funding its portion of such Revolving Credit Loan and such Letter of Credit Participant agrees to pay to the Administrative Agent for the account of the Letter of Credit Issuer, forthwith on demand, such amount, together with interest thereon for each day from such date until the date such amount is paid to the Administrative Agent for the account of the Letter of Credit Issuer at a rate per annum equal to the Overnight Rate from time to time then in effect, plus any administrative, processing or similar fees customarily charged by the Letter of Credit Issuer in connection with the foregoing. The failure of any Letter of Credit Participant to make available to the Administrative Agent for the account of the Letter of Credit Issuer its Revolving Credit Commitment Percentage of any payment under any Letter of Credit shall not relieve any other Letter of Credit Participant of its obligation hereunder to make available to the Administrative Agent for the account of the Letter of Credit Issuer its Revolving Credit Commitment Percentage of any payment under such Letter of Credit on the date required, as specified above, but no Letter of Credit Participant shall be responsible for the failure of any other Letter of Credit Participant to make available to the Administrative Agent such other Letter of Credit Participant’s Revolving Credit Commitment Percentage of any such payment. (b) The obligations of the Borrower under this Section 3.4 to reimburse the Letter of Credit Issuer with respect to Unpaid Drawings (including, in each case, interest thereon) shall be absolute and unconditional under any and all circumstances and irrespective of any set-off, counterclaim or defense to payment that the Borrower or any other Person may have or have had against the Letter of Credit Issuer, the Administrative Agent or any Lender (including in its capacity as a Letter of Credit Participant), including any defense based upon the failure of any drawing under a Letter of Credit (each, a “Drawing”) to conform to the terms of such Letter of Credit or any non-application or misapplication by the beneficiary of the proceeds of such Drawing; provided that the Borrower shall not be obligated to reimburse the Letter of Credit Issuer for any wrongful payment made by the Letter of Credit Issuer under the Letter of Credit issued by it as a result of acts or omissions constituting willful misconduct or gross negligence on the part of the Letter of Credit Issuer as determined in the final, non-appealable judgment of a court of competent jurisdiction.

Agreement to Repay Letter of Credit Drawings. (a) The Borrower hereby agrees to reimburse the Letter of Credit Issuer in Dollars with respect to any drawing under any Letter of CreditIssuer, by making payment, whether with its own funds, with the proceeds of Revolving Credit Loans or any other source, payment to the Administrative Agent for the account of the Letter of Credit Issuer in immediately available funds, funds for any payment or disbursement made by the Letter of Credit Issuer under any Letter of Credit issued by it (with respect to each such amount so paid under a Letter of Credit until reimbursed, a an “Unpaid Drawing” ”) (i) within one Business Day of the date of such payment or disbursement, disbursement if the Letter of Credit Issuer provides notice to the Borrower of such payment or disbursement prior to 11:00 10:00 a.m. (New York City time) on such next succeeding Business Day after from the date of such payment or disbursement or (ii) if such notice is received after such time, on the next Business Day following the date of receipt of such notice (such required date for reimbursement under clause (i) or (ii), as applicable applicable, on such Business Day (the “Required Reimbursement Date”)), with interest on the amount so paid or disbursed by such Letter of Credit Issuer, from and including the date of such payment or disbursement to but excluding the Required Reimbursement Date, at the per annum rate for each day equal to the rate described in Section 2.8(a); immediately after, and in any event on the date of, such payment, with interest on the amount so paid or disbursed by the Letter of Credit Issuer, from and including the date of such payment or disbursement to but excluding the date the Letter of Credit Issuer is reimbursed therefor at a rate per annum that shall at all times be the Applicable ABR Margin plus the ABR as in effect from time to time; 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 the Letter of Credit Issuer prior to 11:00 10:00 a.m. (New York City time) on the Required 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 Revolving Credit Loans, the Borrower shall be deemed to have given a Notice of Borrowing requesting that the Lenders with Revolving Credit Commitments make Revolving Credit Loans (which shall be ABR Loans) on the Required Reimbursement Date in an amount equal to the amount of such drawing, drawing and (ii) the Administrative Agent shall promptly notify each Letter of Credit L/C Participant of such drawing and the amount of its Revolving Credit Loan to be made in respect thereof, and each Letter of Credit 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 Required Reimbursement Date by making the amount of such Revolving Credit Loan available to the Administrative Agent. Such Revolving Credit Loans made in respect of such Unpaid Drawing on such Required Reimbursement Date shall be made without regard to the Minimum Borrowing Amount and without regard to the satisfaction of the conditions set forth in Section 7Amount. The Administrative Agent shall use the proceeds of such Revolving Credit Loans solely for the purpose of reimbursing the Letter of Credit Issuer for the related Unpaid Drawing. If and to the extent such Letter of Credit Participant shall not have so made its Revolving Credit Commitment Percentage of the amount of such payment available to the Administrative Agent for the account of the Letter of Credit Issuer, or that in the sole judgment of the Letter of Credit Issuer, such Revolving Credit Loan cannot for any reason be made on the date otherwise required above (including as a result of the commencement of a proceeding under any Debtor Relief Law in respect of the Borrower), each Letter of Credit Participant hereby agrees that its participation in such Unpaid Drawing shall remain outstanding in lieu of funding its portion of such Revolving Credit Loan and such Letter of Credit Participant agrees to pay to the Administrative Agent for the account of the Letter of Credit Issuer, forthwith on demand, such amount, together with interest thereon for each day from such date until the date such amount is paid to the Administrative Agent for the account of the Letter of Credit Issuer at a rate per annum equal to the Overnight Rate from time to time then in effect, plus any administrative, processing or similar fees customarily charged by the Letter of Credit Issuer in connection with the foregoing. The failure of any Letter of Credit Participant to make available to the Administrative Agent for the account of the Letter of Credit Issuer its Revolving Credit Commitment Percentage of any payment under any Letter of Credit shall not relieve any other Letter of Credit Participant of its obligation hereunder to make available to the Administrative Agent for the account of the Letter of Credit Issuer its Revolving Credit Commitment Percentage of any payment under such Letter of Credit on the date required, as specified above, but no Letter of Credit Participant shall be responsible for the failure of any other Letter of Credit Participant to make available to the Administrative Agent such other Letter of Credit Participant’s Revolving Credit Commitment Percentage of any such payment. (b) The obligations of the Borrower under this Section 3.4 to reimburse the Letter of Credit Issuer with respect to Unpaid Drawings (including, in each case, interest thereon) shall be absolute and unconditional under any and all circumstances and irrespective of any set-off, counterclaim or defense to payment that the Borrower or any other Person may have or have had against the Letter of Credit Issuer, the Administrative Agent or any Lender (including in its capacity as a Letter of Credit an L/C Participant), including any defense based upon the failure of any drawing under a Letter of Credit (each, each a “Drawing”) to conform to the terms of such the Letter of Credit or any non-application or misapplication by the beneficiary of the proceeds of such Drawing; provided that the Borrower shall not be obligated to reimburse the Letter of Credit Issuer for any wrongful payment made by the Letter of Credit Issuer under the Letter of Credit issued by it as a result of acts or omissions constituting willful misconduct or gross negligence on the part of the Letter of Credit Issuer as determined in the final, non-appealable judgment of a court of competent jurisdictionIssuer.

Agreement to Repay Letter of Credit Drawings. (a) The Borrower Subject to Section 3.05(b), (i) the U.S. Borrowers hereby agrees to reimburse the Letter of Credit Issuer in Dollars jointly and severally agree (with respect to any drawing under any Letter the U.S. Letters of Credit), (ii) the Canadian Borrower agrees (with respect to the Canadian Letters of Credit) and (iii) the European Borrower agrees (with respect to the European Letters of Credit) to reimburse each Issuing Lender by making payment, whether with its own funds, with the proceeds of Revolving Credit Loans or any other source, payment to the Administrative Agent for in the account of the Letter of Credit Issuer relevant Available Currency in immediately available funds, funds at the Payment Office for any payment or disbursement made by the Letter of Credit Issuer such Issuing Lender under any Letter of Credit issued by it (with respect to each such amount amount, so paid under a Letter of Credit until reimbursedreimbursed by the applicable Account Party, a an “Unpaid Drawing” ”), not later than one (i1) within one Business Day following receipt by the applicable Account Party of the date of such payment or disbursement, if the Letter of Credit Issuer provides notice to the Borrower of such payment or disbursement prior to 11:00 a.m. (New York City time) on such next succeeding Business Day after the date of such payment or disbursement or (ii) if provided that no such notice is received after such timeshall be required to be given if a Default or an Event of Default under Section 11.05 shall have occurred and be continuing, on in which case the next Business Day following 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 date of receipt of such notice (such required date for reimbursement under clause (i) or (iiBorrowers), as applicable (the “Required Reimbursement Date”), with interest on the amount so paid or disbursed by such Letter Issuing Lender, to the extent not reimbursed prior to 12:00 noon (New York time) on the date of Credit Issuersuch payment or disbursement, from and including the date of such payment paid or disbursement disbursed to but excluding the Required Reimbursement Date, at the per annum rate for each day equal to the 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 the Letter of Credit Issuer prior to 11:00 a.m. (New York City time) on the Required 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 Revolving Credit Loans, the Borrower shall be deemed to have given a Notice of Borrowing requesting that the Lenders with Revolving Credit Commitments make Revolving Credit Loans (which shall be ABR Loans) on the Required Reimbursement Date in an amount equal to the amount of such drawing, and (ii) the Administrative Agent shall promptly notify each Letter of Credit Participant of such drawing and the amount of its Revolving Credit Loan to be made in respect thereof, and each Letter of Credit 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 Required Reimbursement Date by making the amount of such Revolving Credit Loan available to the Administrative Agent. Such Revolving Credit Loans made in respect of such Unpaid Drawing on such Required Reimbursement Date shall be made without regard to the Minimum Borrowing Amount and without regard to the satisfaction of the conditions set forth in Section 7. The Administrative Agent shall use the proceeds of such Revolving Credit Loans solely for the purpose of reimbursing the Letter of Credit Issuer for the related Unpaid Drawing. If and to the extent such Letter of Credit Participant shall not have so made its Revolving Credit Commitment Percentage of the amount of such payment available to the Administrative Agent for the account of the Letter of Credit Issuer, or that in the sole judgment of the Letter of Credit Issuer, such Revolving Credit Loan cannot for any reason be made on the date otherwise required above (including as a result of the commencement of a proceeding under any Debtor Relief Law in respect of the Borrower), each Letter of Credit Participant hereby agrees that its participation in such Unpaid Drawing shall remain outstanding in lieu of funding its portion of such Revolving Credit Loan and such Letter of Credit Participant agrees to pay to the Administrative Agent for the account of the Letter of Credit Issuer, forthwith on demand, such amount, together with interest thereon for each day from such date until the date such amount is paid to Issuing Lender was reimbursed by the Administrative Agent for the account of the Letter of Credit Issuer respective Account Parties therefor at a rate per annum equal to the Overnight Base Rate (or the Canadian Prime Rate in the case of Canadian Letters of Credit) in effect from time to time then plus the Applicable Margin as in effecteffect from time to time for Revolving Loans that are maintained as Base Rate Loans (or Canadian Prime Rate Loans in the case of Canadian Letters of Credit); 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 respective Account Parties 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 respective Account Party) at a rate per annum equal to the rate otherwise applicable to the respective Unpaid Drawing as provided above, plus any administrative2%, processing with all such interest payable pursuant to this Section 3.05 to be payable on demand. Notwithstanding anything to the contrary in the preceding sentence, the relevant Account Party may, subject to the conditions to borrowing set forth herein, request in accordance with Section 2.03 that such payment be financed with a Revolving Loan or similar fees customarily charged a Swingline Loan, in an equivalent amount and, to the extent so financed, such Account Party’s obligation to make such reimbursement shall be discharged and replaced by the Letter of Credit Issuer in connection with resulting Revolving Loan or Swingline Loan. Each Issuing Lender shall give the foregoing. The failure of any Letter of Credit Participant to make available to respective Account Parties and the Administrative Agent for the account prompt written notice of the Letter of Credit Issuer its Revolving Credit Commitment Percentage of any payment each Drawing under any Letter of Credit shall not relieve any other Letter of Credit Participant of its obligation hereunder to make available to the Administrative Agent for the account of the Letter of Credit Issuer its Revolving Credit Commitment Percentage of any payment under such Letter of Credit on the date requiredissued by it, as specified above, but no Letter of Credit Participant shall be responsible for provided that the failure of any other Letter of Credit Participant to make available to the Administrative Agent such other Letter of Credit Participant’s Revolving Credit Commitment Percentage of give any such paymentnotice shall in no way affect, impair or diminish the Borrowers’ obligations hereunder. (b) The joint and several obligations of the U.S. Borrowers, the obligations of the Canadian Borrower and the obligations of the European Borrower, as the case may be, under this Section 3.4 3.05 to reimburse the Letter of Credit Issuer each Issuing Lender with respect to Unpaid Drawings drafts, demands and other presentations for payment under Letters of Credit issued by it (each, a “Drawing”) (including, in each case, interest thereon, if any) shall be absolute and unconditional under any and all circumstances and irrespective of any set-offsetoff, counterclaim or defense to payment that the Borrower which Aleris or any other Person of its Subsidiaries 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 Letter of Credit L/C Participant), including 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 such the Letter of Credit or any non-application nonapplication or misapplication by the beneficiary of the proceeds of such Drawing; provided provided, however, that the Borrower Borrowers shall not be obligated to reimburse the Letter of Credit Issuer any Issuing Lender for any wrongful payment made by the Letter of Credit Issuer such Issuing Lender under the a Letter of Credit issued by it as a result of acts or omissions constituting willful misconduct or gross negligence on the part of the Letter of Credit Issuer such Issuing Lender (as determined in the final, non-appealable judgment of by a court of competent jurisdictionjurisdiction 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 Defaulting Lender shall enter into Letter of Credit Back-Stop Arrangements with the relevant Issuing Lender or Issuing Lenders no later than two (2) Business Days after notice by the relevant Issuing Lender. If such Defaulting Lender fails to timely enter into such Letter of Credit Back-Stop Arrangements, then the relevant Borrower shall enter into Letter of Credit Back-Stop Arrangements with the relevant Issuing Lender or Issuing Lenders no later than two (2) Business Days after notice by the relevant Issuing Lender or Issuing Lenders.

Agreement to Repay Letter of Credit Drawings. (a) The Borrower hereby agrees to reimburse the Letter of Credit Issuer in Dollars with respect to any drawing under any Letter of Crediteach Issuing Lender, by making payment, whether with its own funds, with the proceeds of Revolving Credit Loans or any other source, payment to the Administrative Agent for the account of the Letter of Credit Issuer in immediately available fundsfunds at the Payment Office, for any payment or disbursement made by the Letter of Credit Issuer such Issuing Lender under any Letter of Credit issued by it (with respect to each such amount amount, so paid under a Letter of Credit until reimbursedreimbursed by the Borrower, a an “Unpaid Drawing” ”), by making payment in Dollars (iin the case of all Dollar Denominated Letters of Credit), Euros (in the case of Euro Denominated Letters of Credit) within or Sterling (in the case of Sterling Denominated Letters of Credit) not later than one Business Day of the date of such payment or disbursement, if the Letter of Credit Issuer provides notice to following receipt by the Borrower of notice of such payment or disbursement prior to 11:00 a.m. (New York City time) on such next succeeding Business Day after the date of such payment or disbursement or (ii) if provided that no such notice is received after such timeshall be required to be given if a Default or an Event of Default under Section 11.05 shall have occurred and be continuing, on in which case the next Business Day following 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 date of receipt of such notice (such required date for reimbursement under clause (i) or (iiBorrower), as applicable (the “Required Reimbursement Date”), with interest on the amount so paid or disbursed by such Letter of Credit IssuerIssuing Lender, from and including the date of such payment or disbursement to but excluding the Required Reimbursement Date, at the per annum rate for each day equal to the 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 the Letter of Credit Issuer extent not reimbursed prior to 11:00 a.m. 1:00 P.M. (New York City time) on the Required 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 Revolving Credit Loans, the Borrower shall be deemed to have given a Notice of Borrowing requesting that the Lenders with Revolving Credit Commitments make Revolving Credit Loans (which shall be ABR Loans) on the Required Reimbursement Date in an amount equal to the amount of such drawing, and (ii) the Administrative Agent shall promptly notify each Letter of Credit Participant of such drawing and the amount of its Revolving Credit Loan to be made in respect thereof, and each Letter of Credit 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 Required Reimbursement Date by making the amount of such Revolving Credit Loan available to the Administrative Agent. Such Revolving Credit Loans made in respect of such Unpaid Drawing on such Required Reimbursement Date shall be made without regard to the Minimum Borrowing Amount and without regard to the satisfaction of the conditions set forth in Section 7. The Administrative Agent shall use the proceeds of such Revolving Credit Loans solely for the purpose of reimbursing the Letter of Credit Issuer for the related Unpaid Drawing. If and to the extent such Letter of Credit Participant shall not have so made its Revolving Credit Commitment Percentage of the amount date of such payment available to the Administrative Agent for the account of the Letter of Credit Issueror disbursement, or that in the sole judgment of the Letter of Credit Issuer, such Revolving Credit Loan cannot for any reason be made on from and including the date otherwise required above (including as a result of the commencement of a proceeding under any Debtor Relief Law in respect of the Borrower), each Letter of Credit Participant hereby agrees that its participation in such Unpaid Drawing shall remain outstanding in lieu of funding its portion of such Revolving Credit Loan and such Letter of Credit Participant agrees paid or disbursed to pay to the Administrative Agent for the account of the Letter of Credit Issuer, forthwith on demand, such amount, together with interest thereon for each day from such date until but excluding the date such amount is paid to Issuing Lender was reimbursed by the Administrative Agent for the account of the Letter of Credit Issuer Borrower therefor at a rate per annum equal to the Overnight Base Rate as in effect from time to time then plus the Applicable Margin as in effecteffect from time to time for Revolving Loans that are maintained as Base Rate Loans; provided, plus any administrativehowever, processing or similar fees customarily charged to the extent such amounts are not reimbursed prior to 1:00 P.M. (New York time) on the third Business Day following notice to the Borrower by the Letter of Credit Issuer in connection with the foregoing. The failure of any Letter of Credit Participant to make available to the Administrative Agent or the respective Issuing Lender of such payment or disbursement, interest shall thereafter accrue on the amounts so paid or disbursed by such Issuing Lender (and until reimbursed by the respective Account Party) at a rate per annum which shall be (x) in the case of Dollar Denominated Letters of Credit, Sterling Denominated Letters of Credit, the Base Rate in effect from time to time plus the Applicable Margin for Revolving Loans in each case maintained as Base Rate Loans, as in effect from time to time plus 2% and (y) in the account case of Euro Denominated Letters of Credit, the Letter Overnight Euro Rate in effect from time to time plus the Applicable Margin for Euro Denominated Loans as in effect from time to time plus any Mandatory Costs plus 2%, in each such case, with interest to be payable on demand, provided further, that it is understood and agreed, however, that the notices referred to above in this clause (a) and in the immediately preceding proviso shall not be required to be given if a Default or an Event of Credit Issuer its Revolving Credit Commitment Percentage Default under Section 11.05 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 payment kind (all of which are hereby waived by each Credit Party) and shall bear interest at the rate provided in the foregoing proviso on and after the third Business Day following the respective Drawing). The respective Issuing Lender shall give the Borrower prompt notice of each Drawing under any Letter of Credit shall not relieve any other Letter of Credit Participant of its obligation hereunder to make available to the Administrative Agent for the account of the Letter of Credit Issuer its Revolving Credit Commitment Percentage of any payment under such Letter of Credit on the date requiredCredit, as specified above, but no Letter of Credit Participant shall be responsible for provided that the failure of to give, or any other Letter of Credit Participant to make available to the Administrative Agent such other Letter of Credit Participant’s Revolving Credit Commitment Percentage of delay in giving, any such paymentnotice shall in no way affect, impair or diminish the Borrower’s obligations under this Agreement. (b) The obligations of the Borrower under this Section 3.4 3.05 to reimburse the Letter of Credit Issuer each Issuing Lender with respect to Unpaid Drawings 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 set-offsetoff, counterclaim or defense to payment that which the Borrower or any other Person Subsidiary of the Borrower 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 Letter of Credit Participant), including 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 such the Letter of Credit or any non-application nonapplication or misapplication by the beneficiary of the proceeds of such Drawing; provided provided, however, that the Borrower shall not be obligated to reimburse the Letter of Credit Issuer any Issuing Lender for any wrongful payment made by the Letter of Credit Issuer such Issuing Lender under the a Letter of Credit issued by it as a result of acts or omissions constituting willful misconduct or gross negligence on the part of the Letter of Credit Issuer such Issuing Lender (as determined in the final, non-appealable judgment of by a court of competent jurisdictionjurisdiction in a final and non-appealable decision).

Agreement to Repay Letter of Credit Drawings. (a) The U.S. Borrower hereby agrees (in the case of U.S Borrower Letters of Credit), and the Bermuda Borrower hereby agrees (in the case of Bermuda Borrower Letters of Credit) to reimburse the respective Issuing Lender, by making payment in Dollars (or, if the respective Letter of Credit Issuer is denominated in Dollars with respect an Alternative Currency, in an amount equal to any drawing under any Letter the Dollar Equivalent of Creditthe respective payment or disbursement, as determined by making payment, whether with its own funds, with the proceeds Administrative Agent on the date of Revolving Credit Loans such payment or any other source, disbursement) to the Administrative Agent for the account of the Letter of Credit Issuer in immediately available fundsfunds at the Payment Office (or by making the payment directly to such Issuing Lender at such location as may otherwise have been agreed upon by the respective Account Party and such Issuing Lender), for any payment or disbursement (in the case of any such payment or disbursement under any Non-Dollar Denominated Letter of Credit, taking the Dollar Equivalent, as determined by the Administrative Agent, of the amount of the respective payment or disbursement on the date upon which the respective payment or disbursement is made) made by the Letter of Credit Issuer such Issuing Lender under any Letter of Credit issued by it (with respect to each such amount so paid under a Letter of Credit until reimbursed, a an “Unpaid Drawing” (i) within one ”), not later than the third Business Day of after the date of such payment Administrative Agent or disbursement, if the Letter of Credit Issuer provides notice to Issuing Lender notifies the Borrower respective Account Party of such payment or disbursement prior to 11:00 a.m. (New York City time) on such next succeeding Business Day after the date of such payment or disbursement or (ii) if provided that no such notice is received after shall 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 all such timeUnpaid Drawings shall be due and payable immediately without presentment, on demand, protest or notice of any kind (all of which are hereby waived by the next Business Day following the date of receipt of such notice (such required date for reimbursement under clause (i) or (iirespective Account Party), as applicable (the “Required Reimbursement Date”), with interest on the amount so paid or disbursed by such Letter Issuing Lender, to the extent not reimbursed prior to 1:00 P.M. (New York time), on the date of Credit Issuersuch payment or disbursement, from and including the date of such payment paid or disbursement disbursed to but excluding the Required Reimbursement Date, at the per annum rate for each day equal to the 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 the Letter of Credit Issuer prior to 11:00 a.m. (New York City time) on the Required 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 Revolving Credit Loans, the Borrower shall be deemed to have given a Notice of Borrowing requesting that the Lenders with Revolving Credit Commitments make Revolving Credit Loans (which shall be ABR Loans) on the Required Reimbursement Date in an amount equal to the amount of such drawing, and (ii) the Administrative Agent shall promptly notify each Letter of Credit Participant of such drawing and the amount of its Revolving Credit Loan to be made in respect thereof, and each Letter of Credit 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 Required Reimbursement Date by making the amount of such Revolving Credit Loan available to the Administrative Agent. Such Revolving Credit Loans made in respect of such Unpaid Drawing on such Required Reimbursement Date shall be made without regard to the Minimum Borrowing Amount and without regard to the satisfaction of the conditions set forth in Section 7. The Administrative Agent shall use the proceeds of such Revolving Credit Loans solely for the purpose of reimbursing the Letter of Credit Issuer for the related Unpaid Drawing. If and to the extent such Letter of Credit Participant shall not have so made its Revolving Credit Commitment Percentage of the amount of such payment available to the Administrative Agent for the account of the Letter of Credit Issuer, or that in the sole judgment of the Letter of Credit Issuer, such Revolving Credit Loan cannot for any reason be made on the date otherwise required above (including as a result of the commencement of a proceeding under any Debtor Relief Law in respect of the Borrower), each Letter of Credit Participant hereby agrees that its participation in such Unpaid Drawing shall remain outstanding in lieu of funding its portion of such Revolving Credit Loan and such Letter of Credit Participant agrees to pay to the Administrative Agent for the account of the Letter of Credit Issuer, forthwith on demand, such amount, together with interest thereon for each day from such date until the date such amount Issuing Lender is paid to reimbursed by the Administrative Agent for the account of the Letter of Credit Issuer respective Account Party therefor at a rate per annum equal to the Overnight Base Rate in effect from time to time then plus the Applicable Margin for Tranche B Term Loans maintained as Base Rate Loans, as in effecteffect from time to time; provided, plus any administrativehowever, processing or similar fees customarily charged to the extent such amounts are not reimbursed prior to 1:00 P.M. (New York time) on the third Business Day following the receipt by the Letter Account Party of Credit Issuer in connection with notice to the foregoing. The failure of any Letter of Credit Participant to make available to respective Account Party by the Administrative Agent for or the account respective Issuing Lender of such payment or disbursement (or, if sooner, from the date of occurrence of a Default or an Event of Default under Section 10.05), interest shall thereafter accrue on the amounts so paid or disbursed by such Issuing Lender (and until reimbursed by the respective Account Party) at a rate per annum which is 2% in excess of the Letter rate otherwise applicable to the respective Unpaid Drawing as provided above, with all such interest payable pursuant to this Section 2A.05 to be payable on demand. The respective Issuing Lender shall give the respective Account Party prompt notice of Credit Issuer its Revolving Credit Commitment Percentage of any payment each Drawing under any Letter of Credit Credit, provided that the failure to give, or any delay in giving, any such notice shall in no way affect, impair or diminish the respective Account Party’s obligations under this Agreement. The obligations of the respective Account Party to repay Unpaid Drawings as required above shall not relieve be reduced, or satisfied, in any other Letter of Credit Participant of its obligation hereunder to make available respect by payments made to the Administrative Agent for Issuing Lender with any amounts on deposit in the account of the Letter of Credit Issuer its Revolving Credit Commitment Percentage of any payment under such Letter of Credit on the date required, Credit-Linked Deposit Account or as specified above, but no Letter of Credit Participant shall be responsible for the failure of any other Letter of Credit Participant to make available to the Administrative Agent such other Letter of Credit Participant’s Revolving Credit Commitment Percentage of any such paymentotherwise provided in Section 2A.04(c). (b) The obligations of the U.S. Borrower (with respect to U.S. Borrower Letters of Credit) and the obligations of the Bermuda Borrower (with respect to Bermuda Borrower Letters of Credit) under this Section 3.4 2A.05 to reimburse the Letter of Credit Issuer respective Issuing Lender with respect to Unpaid Drawings (including, in each case, interest thereon) shall be absolute and unconditional under any and all circumstances and irrespective of any set-offsetoff, counterclaim or defense to payment that which the Borrower or any other Person respective Account Party may have or have had against the Letter of Credit Issuer, the Administrative Agent or any Lender (including in its capacity as a Letter of Credit Issuing Lender or as L/C Participant), including 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 such Letter of Credit or any non-application or misapplication by the beneficiary of the proceeds of such Drawing, the respective Issuing Lender’s only obligation to the respective Account Party 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 substantially comply on their face with requirements of such Letter of Credit; provided provided, however, that the Borrower no Account Party shall not be obligated to reimburse the Letter of Credit Issuer any Issuing Lender for any wrongful payment made by the Letter of Credit Issuer such Issuing Lender under the 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 the Letter of Credit Issuer such Issuing Lender (as determined in the final, non-appealable judgment of by a court of competent jurisdictionjurisdiction in a final and non-appealable decision). Any action taken or omitted to be taken by any Issuing Lender under or in connection with any Letter of Credit shall not create for such Issuing Lender any resulting liability to any Account Party unless such action is taken or admitted to be taken with gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final and non-appealable decision).

Agreement to Repay Letter of Credit Drawings. (a) The U.S. Borrower hereby agrees (in the case of U.S. Borrower Letters of Credit), and the Canadian Borrower hereby agrees (in the case of Canadian Borrower Letters of Credit), to reimburse the Letter of Credit Issuer in Dollars with respect to any drawing under any Letter of Creditrespective Issuing Lender, by making payment, whether with its own funds, with payment in U.S. Dollars (in the proceeds case of Revolving Credit Loans all Dollar Denominated Letters of Credit) or any other source, Canadian Dollars (in the case of Canadian Dollar Denominated Letters of Credit) to the Administrative Agent for the account of the Letter of Credit Issuer in immediately available fundsfunds at the Payment Office, for any payment or disbursement made by the Letter of Credit Issuer such Issuing Lender under any Letter of Credit issued by it (with respect to each such amount amount, so paid under a Letter of Credit until reimbursed, a an “Unpaid Drawing” (i) within ”), not later than one Business Day following receipt by the respective Borrower of the date of such payment or disbursement, if the Letter of Credit Issuer provides notice to the Borrower of such payment or disbursement prior to 11:00 a.m. (New York City time) on such next succeeding Business Day after the date of such payment or disbursement or (ii) if provided that no such notice is received after such timeshall be required to be given if a Default or an Event of Default under Section 11.05 shall have occurred and be continuing, on in which case the next Business Day following 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 date of receipt of such notice (such required date for reimbursement respective Borrower to the fullest extent permitted under clause (i) or (iilaw), as applicable (the “Required Reimbursement Date”), with interest on the amount so paid or disbursed by such Letter of Credit IssuerIssuing Lender, from and including the date of such payment or disbursement to but excluding the Required Reimbursement Date, at the per annum rate for each day equal to the 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 the Letter of Credit Issuer extent not reimbursed prior to 11:00 a.m. 12:00 Noon (New York City time) on the Required Reimbursement Date that the Borrower intends to reimburse the Letter of Credit Issuer for the amount date of such drawing with funds other than payment or disbursement, from and including the proceeds date paid or disbursed to but excluding the date such Issuing Lender was reimbursed by the U.S. Borrower or the Canadian Borrower, as the case may be, therefor at a rate per annum (x) in the case of Dollar Denominated Letters of Credit, the Base Rate in effect from time to time plus the Applicable Margin for Canadian Borrower Revolving Credit Loans (in the case of Canadian Borrower Letters of Credit) or U.S. Borrower Revolving Loans (in the case of U.S. Borrower Letters of Credit) in each case maintained as Base Rate Loans, as in effect from time to time and (y) in the Borrower shall be deemed case of Canadian Dollar Denominated Letters of Credit, the Canadian Prime Rate in effect from time to have given a Notice of Borrowing requesting that time plus the Lenders with Applicable Margin for Canadian Dollar Denominated Revolving Credit Commitments make Revolving Credit Loans (which shall be ABR Loans) on the Required Reimbursement Date as in an amount equal effect from time to time; provided, however, to the amount of extent such drawing, and (ii) the Administrative Agent shall promptly notify each Letter of Credit Participant of such drawing and the amount of its Revolving Credit Loan amounts are not reimbursed prior to be made in respect thereof, and each Letter of Credit 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 Noon (New York City time) on such Required Reimbursement Date by making the amount of such Revolving Credit Loan available third Business Day following notice to the Administrative Agent. Such Revolving Credit Loans made in respect of such Unpaid Drawing on such Required Reimbursement Date shall be made without regard to respective Borrower by the Minimum Borrowing Amount and without regard to the satisfaction of the conditions set forth in Section 7. The Administrative Agent shall use or the proceeds of such Revolving Credit Loans solely for the purpose of reimbursing the Letter of Credit Issuer for the related Unpaid Drawing. If and to the extent such Letter of Credit Participant shall not have so made its Revolving Credit Commitment Percentage of the amount respective Issuing Lender of such payment available to or disbursement or following the Administrative Agent for the account occurrence of the Letter a Default or an Event of Credit IssuerDefault under Section 11.05, or that in the sole judgment of the Letter of Credit Issuer, such Revolving Credit Loan cannot for any reason be made interest shall thereafter accrue on the date otherwise required above amounts so paid or disbursed by such Issuing Lender (including as a result of and until reimbursed by the commencement of a proceeding under any Debtor Relief Law in respect of the respective Borrower), each Letter of Credit Participant hereby agrees that its participation in such Unpaid Drawing shall remain outstanding in lieu of funding its portion of such Revolving Credit Loan and such Letter of Credit Participant agrees to pay to the Administrative Agent for the account of the Letter of Credit Issuer, forthwith on demand, such amount, together with interest thereon for each day from such date until the date such amount is paid to the Administrative Agent for the account of the Letter of Credit Issuer ) at a rate per annum equal to which shall be (x) in the Overnight case of Dollar Denominated Letters of Credit, the Base Rate in effect from time to time then plus the Applicable Margin for Canadian Borrower Revolving Loans (in effectthe case of Canadian Borrower Letters of Credit) or U.S. Borrower Revolving Loans (in the case of U.S. Borrower Letters of Credit) in each case maintained as Base Rate Loans, as in effect from time to time plus any administrative2% and (y) in the case of Canadian Dollar Denominated Letters of Credit, processing or similar fees customarily charged by the Letter Canadian Prime Rate in effect from time to time plus the Applicable Margin for Canadian Borrower Revolving Loans maintained as Canadian Prime 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 shall give the respective Borrower prompt written notice of Credit Issuer in connection with the foregoing. The failure of any Letter of Credit Participant to make available to the Administrative Agent for the account of the Letter of Credit Issuer its Revolving Credit Commitment Percentage of any payment each Drawing under any Letter of Credit shall not relieve any other Letter of Credit Participant of its obligation hereunder to make available to the Administrative Agent for the account of the Letter of Credit Issuer its Revolving Credit Commitment Percentage of any payment under such Letter of Credit on the date requiredissued by it, as specified above, but no Letter of Credit Participant shall be responsible for provided that the failure of any other Letter of Credit Participant to make available to the Administrative Agent such other Letter of Credit Participant’s Revolving Credit Commitment Percentage of give any such paymentnotice shall in no way affect, impair or diminish the respective Borrower’s obligations hereunder. (b) The obligations of the U.S. Borrower (with respect to the U.S. Borrower Letters of Credit) and the obligations of the Canadian Borrower (with respect to the Canadian Borrower Letters of Credit) under this Section 3.4 3.05 to reimburse the Letter of Credit Issuer each Issuing Lender with respect to Unpaid Drawings (including, in each case, interest thereon) shall be absolute and unconditional under any and all circumstances and irrespective of any set-offsetoff, counterclaim or defense to payment that which the respective Borrower or any other Person Restricted Subsidiary of the respective Borrower may have or have had against the Letter of Credit Issuer, the Administrative Agent or any Lender under the respective Tranche (including in its capacity as an Issuing Lender or as a Letter of Credit ParticipantParticipant under such Tranche), including 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 such the Letter of Credit or any non-application nonapplication or misapplication by the beneficiary of the proceeds of such Drawing; provided provided, however, that the no Borrower shall not be obligated to reimburse the Letter of Credit Issuer any Issuing Lender for any wrongful payment made by the Letter of Credit Issuer such Issuing Lender under the a Letter of Credit issued by it as a result of acts or omissions constituting willful misconduct or gross negligence on the part of the Letter of Credit Issuer such Issuing Lender (as determined in the final, non-appealable judgment of by a court of competent jurisdictionjurisdiction in a final and non-appealable decision).

Agreement to Repay Letter of Credit Drawings. (a) The Borrower hereby agrees to reimburse the Letter of Credit Issuer in Dollars with respect to any drawing under any Letter of CreditIssuer, by making payment, whether with its own funds, with the proceeds of Revolving Credit Loans or any other source, payment to the Administrative Agent for the account of the Letter of Credit Issuer in Dollars in immediately available fundsfunds at the Administrative Agent's Office, for any payment or disbursement made by the Letter of Credit Issuer under any Letter of Credit issued by it (with respect to each such amount so paid under a Letter of Credit until reimbursed, a “an "Unpaid Drawing” (i") within one Business Day of immediately after, and in any event on the date of of, such payment or disbursement, if the Letter of Credit Issuer provides notice to the Borrower of such payment or disbursement prior to 11:00 a.m. (New York City time) on such next succeeding Business Day after the date of such payment or disbursement or (ii) if such notice is received after such time, on the next Business Day following the date of receipt of such notice (such required date for reimbursement under clause (i) or (ii), as applicable (the “Required Reimbursement Date”)payment, with interest on the amount so paid or disbursed by such the Letter of Credit Issuer, to the extent not reimbursed prior to 5:00 P.M. (New York time) on the date of such payment or disbursement, from and including the date of such payment paid or disbursement disbursed to but excluding the Required Reimbursement Datedate the Letter of Credit Issuer is reimbursed therefor, at the a rate per annum rate for each day equal that shall at all times be the Applicable ABR Margin plus the ABR as in effect from time to the rate described in Section 2.8(a); time, 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 the Letter of Credit Issuer prior to 11:00 a.m. (New York City time) 10:00 A.M. on the Required Reimbursement Date date of such drawing that the Borrower intends to reimburse the 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 to the Administrative Agent requesting that the Lenders with Revolving Credit Commitments make Revolving Credit Loans (which shall initially be ABR Loans) on the Required Reimbursement Date date on which such drawing is honored in an amount equal to the amount of such drawing, drawing and (ii) the Administrative Agent shall promptly notify each Letter of Credit Participant of such drawing and the amount of its Revolving Credit Loan to be made in respect thereofLender shall, and each Letter of Credit 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 Required Reimbursement Date by making the amount of such Revolving Credit Loan available to the Administrative Agent. Such date, make Revolving Credit Loans made in respect of an amount equal to such Unpaid Drawing on such Required Reimbursement Date shall be made without regard to the Minimum Borrowing Amount and without regard to the satisfaction of the conditions set forth in Section 7. The Administrative Agent shall use the proceeds of such Revolving Credit Loans solely for the purpose of reimbursing the Letter of Credit Issuer for the related Unpaid Drawing. If and to the extent such Letter of Credit Participant shall not have so made its Revolving Credit Commitment Percentage of the amount of such payment available to the Administrative Agent for the account of the Letter of Credit Issuer, or that in the sole judgment of the Letter of Credit Issuer, such Revolving Credit Loan cannot for any reason be made on the date otherwise required above (including as a result of the commencement of a proceeding under any Debtor Relief Law in respect of the Borrower), each Letter of Credit Participant hereby agrees that its participation in such Unpaid Drawing shall remain outstanding in lieu of funding its Lender's pro rata portion of such Revolving Credit Loan and such Letter of Credit Participant agrees to pay to the Administrative Agent for the account of the Letter of Credit Issuer, forthwith on demand, such amount, together with interest thereon for each day from such date until the date such amount is paid to the Administrative Agent for the account of the Letter of Credit Issuer at a rate per annum equal to the Overnight Rate from time to time then Borrowing in effect, plus any administrative, processing or similar fees customarily charged by the Letter of Credit Issuer in connection accordance with the foregoing. The failure provisions of any Letter of Credit Participant to make available to the Administrative Agent for the account of the Letter of Credit Issuer its Revolving Credit Commitment Percentage of any payment under any Letter of Credit shall not relieve any other Letter of Credit Participant of its obligation hereunder to make available to the Administrative Agent for the account of the Letter of Credit Issuer its Revolving Credit Commitment Percentage of any payment under such Letter of Credit on the date required, as specified above, but no Letter of Credit Participant shall be responsible for the failure of any other Letter of Credit Participant to make available to the Administrative Agent such other Letter of Credit Participant’s Revolving Credit Commitment Percentage of any such paymentSection 2.4. (b) The Borrower's obligations of the Borrower under this Section 3.4 to reimburse the Letter of Credit Issuer with respect to Unpaid Drawings (including, in each case, interest thereon) shall be absolute and unconditional under any and all circumstances and irrespective of any set-offsetoff, counterclaim or defense to payment that the Borrower or any other Person may have or have had against the Letter of Credit Issuer, the Administrative Agent or any Lender (including in its capacity as a Letter of Credit an L/C Participant), including including, without limitation, any defense based upon the failure of any drawing under a Letter of Credit (each, each a “"Drawing”") to conform to the terms of such the Letter of Credit or any non-application or misapplication by the beneficiary of the proceeds of such Drawing; , provided that the Borrower shall not be obligated to reimburse the Letter of Credit Issuer for any wrongful payment made by the Letter of Credit Issuer under the Letter of Credit issued by it as a result of acts or omissions constituting willful misconduct or gross negligence on the part of the Letter of Credit Issuer. (c) Each payment by the Letter of Credit Issuer as determined under any Letter of Credit shall constitute a request by the Borrower for an ABR Revolving Credit Loan in the finalamount of the Unpaid Drawing in respect of such Letter of Credit. The Letter of Credit Issuer shall notify the Borrower and the Administrative Agent, non-appealable judgment by 10:00 A.M. (New York time) on any Business Day on which the Letter of Credit Issuer intends to honor a court drawing under a Letter of competent jurisdictionCredit, of (i) the Letter of Credit Issuer's intention to honor such drawing and (ii) the amount of such drawing. Unless otherwise instructed by the Borrower by 10:30 A.M. (New York time) on such Business Day, the Administrative Agent shall notify each Lender of such drawing and the amount of its Revolving Credit Loan to be made in respect thereof, and each Lender shall be irrevocably obligated to make an ABR Revolving Credit Loan to the Borrower in the amount of its Revolving Credit Commitment Percentage of the applicable Unpaid Drawing 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 at the Administrative Agent's Office. 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.

Agreement to Repay Letter of Credit Drawings. (a) The Borrower hereby agrees to reimburse the applicable Letter of Credit Issuer in Dollars with respect to any drawing under any Letter of CreditIssuer, by making payment, whether with its own funds, with the proceeds of Revolving Credit Loans or any other source, payment in Dollars to the Administrative Agent for the account of the Letter of Credit Issuer in immediately available funds, for any payment or disbursement made by the such Letter of Credit Issuer under any Letter of Credit issued by it (with respect to each such amount so paid under a Letter of Credit until reimbursed, a an “Unpaid Drawing” ”) (i) within one Business Day of the date of such payment or disbursement, if the such Letter of Credit Issuer provides written notice to the Borrower of such payment or disbursement prior to 11:00 10:00 a.m. (New York City time) on such next succeeding Business Day after the date of such payment or disbursement or (ii) if such notice is received after such time, on the next first Business Day following the date of receipt of such notice (such required date for reimbursement under clause (i) or (ii), as applicable (applicable, the “Required Reimbursement Date”), with interest on the amount so paid or disbursed by such Letter of Credit Issuer, from and including the date of such payment or disbursement to but excluding the Required Reimbursement Date, at the per annum rate for each day equal to the rate described in Section 2.8(a)Overnight Rate; provided that, notwithstanding anything contained in this Agreement to the contrary, with respect to (i) in the case of any Letter Unpaid Drawings under any Revolving Letters of Credit, (iA) unless the Borrower shall have notified the Administrative Agent and the relevant Letter of Credit Issuer prior to 11:00 10:00 a.m. (New York City time) on the Required 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 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 Required Reimbursement Date in an amount equal to the amount of such drawing, Unpaid Drawing and (iiB) the Administrative Agent shall promptly notify each Letter of Revolving Credit Participant Lender of such drawing and the amount of its Revolving Credit Loan to be made in respect thereofthereof (without regard to the Minimum Borrowing Amount), and each Letter of Credit 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 12:00 noon (New York City time) 2:00 p.m. on such Required Reimbursement Date by making the amount of such Revolving Credit Loan available to the Administrative Agent. Such Revolving Credit Loans made in respect of such Unpaid Drawing on such Required Reimbursement Date shall be made without regard to Agent and the Minimum Borrowing Amount and without regard to the satisfaction of the conditions set forth in Section 7. The Administrative Agent shall use the proceeds of such Revolving Credit Loans solely for the purpose of reimbursing the relevant Letter of Credit Issuer for the related Unpaid Drawing. If 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 to the extent such relevant Letter of Credit Participant shall not have so made its Revolving Issuer prior to 10:00 a.m. on the Reimbursement Date that the Borrower intends to reimburse the relevant Letter of Credit Commitment Percentage of Issuer for the amount of such payment available 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 Administrative Agent for the account of the Letter of Credit Issuer, or that in the sole judgment of the Letter of Credit Issuer, such Revolving Credit Loan cannot for any reason be made on the date otherwise required above (including as a result of the commencement of a proceeding under any Debtor Relief Law in respect of the Borrower), each Letter of Credit Participant hereby agrees that its participation in such Unpaid Drawing shall remain outstanding in lieu of funding its portion of such Revolving Credit Loan and such Letter of Credit Participant agrees to pay to the Administrative Agent for the account of the Letter of Credit Issuer, forthwith on demand, such amount, together with interest thereon for each day from such date until the date such amount is paid to the Administrative Agent for the account of the applicable Term Letter of Credit Issuer at 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 rate per annum equal to the Overnight Rate from time to time then in effect, plus any administrative, processing or similar fees customarily charged by the Letter of Credit Issuer in connection with the foregoing. The failure of any Letter of Credit Participant to make available to the Administrative Agent for the account of the Letter of Credit Issuer its Revolving Credit Commitment Percentage of any payment under any Letter of Credit shall not relieve any other Letter of Credit Participant of its obligation hereunder to make available to the Administrative Agent for the account of the Letter of Credit Issuer its Revolving Credit Commitment Percentage of any payment under pro rata based on each such Letter of Credit on the date required, as specified above, but no Letter of Credit Participant shall be responsible for the failure of any other Letter of Credit Participant to make available to the Administrative Agent such other Letter of Credit ParticipantLender’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 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 respect of such Revolving Letter of Credit following the Revolving L/C Maturity Date, second, to the extent such Revolving Letter of Credit expires or is returned undrawn while any such cash collateral remains, to the repayment of obligations in respect of any Revolving Credit Loans that have not been paid at such paymenttime and third, to the Borrower or as otherwise directed by a court of competent jurisdiction. (b) The obligations of the Borrower under this Section 3.4 to reimburse the Letter of Credit Issuer Issuers with respect to Unpaid Drawings (including, in each case, interest thereon) shall be absolute and unconditional under any and all circumstances and irrespective of any set-off, counterclaim or defense to payment that the Borrower or any other Person may have or have had against the any Letter of Credit Issuer, the Administrative Agent or any Lender (including in its capacity as a Letter of Credit Revolving L/C Participant), including any defense based upon the failure of any drawing under a Letter of Credit (each, each a “Drawing”) to conform to the terms of such the Letter of Credit or any non-application or misapplication by the beneficiary of the proceeds of such Drawing; provided that the Borrower shall not be obligated to reimburse the any Letter of Credit Issuer for any wrongful payment made by the such Letter of Credit Issuer under 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 of the a material breach by such Letter of Credit Issuer as determined in the final, non-appealable judgment (or any of a court its Related Parties) of competent jurisdictionany Credit Document.

Agreement to Repay Letter of Credit Drawings. (a) The Borrower hereby agrees to reimburse the Letter of Credit Issuer relevant Issuing Bank by making payment in Dollars with respect to any drawing under any Letter or, in the case of Alternate Currency Letters of Credit, by making payment, whether with its own funds, with in the proceeds of Revolving Credit Loans applicable Alternate Currency to such Issuing Bank or any other source, to the Administrative Agent for the account of such Issuing Bank (whether with its own funds or with proceeds of the Letter of Credit Issuer Loans) in immediately available funds, for any payment or disbursement made by the Letter of Credit Issuer such Issuing Bank under any Letter of Credit issued by it (with respect to each such amount so paid under a Letter of Credit until reimbursed, a an “Unpaid Drawing” (calculated, in the case of Alternate Currency Letters of Credit, based on the Dollar Equivalent thereof)) (i) within one Business Day of the date of such payment or disbursement, disbursement if the Letter of Credit Issuer such Issuing Bank provides notice to the Borrower of such payment or disbursement prior to 11:00 a.m. (New York City time) on such next succeeding Business Day after (from the date of such payment or disbursement or (ii) if such notice is received after such time, on the next Business Day following the date of receipt of such notice (such required date for reimbursement under clause (i) or (ii), as applicable applicable, on such Business Day (the “Required Reimbursement Date”)), with interest on the amount so paid or disbursed by such Letter of Credit IssuerIssuing Bank, from and including the date of such payment or disbursement to but excluding the Required Reimbursement Date, at the per annum rate for each day equal to the 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 the Letter of Credit Issuer such Issuing Bank prior to 11:00 a.m. (New York City time) on the Required Reimbursement Date that the Borrower intends to reimburse the Letter of Credit Issuer such Issuing Bank 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 the Lenders with Revolving Credit Commitments make Revolving Credit Loans (which shall be ABR Loans) on the Required Reimbursement Date in an amount equal to the amount at such drawing (calculated, in the case of such drawingAlternate Currency Letters of Credit, based on the Dollar Equivalent thereof), and (ii) the Administrative Agent shall promptly notify each Letter of Credit L/C Participant of such drawing and the amount of its Revolving Credit Loan to be made in respect thereof, and each Letter of Credit 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 Required Reimbursement Date by making the amount of such Revolving Credit Loan available to the Administrative Agent. Such Revolving Credit Loans made in respect of such Unpaid Drawing on such Required Reimbursement Date shall be made without regard to the Minimum Borrowing Amount and without regard to the satisfaction of the conditions set forth in Section 7. The Administrative Agent shall use the proceeds of such Revolving Credit Loans solely for the purpose of reimbursing the Letter of Credit Issuer relevant Issuing Bank for the related Unpaid Drawing. If 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 respect of such Letter of Credit following the L/C Maturity Date, second, to the extent such Letter of Credit Participant shall not have so made its Revolving Credit Commitment Percentage of the amount of expires or is returned undrawn while any such payment available cash collateral remains, to the Administrative Agent for the account repayment of the Letter of Credit Issuer, or that in the sole judgment of the Letter of Credit Issuer, such Revolving Credit Loan cannot for any reason be made on the date otherwise required above (including as a result of the commencement of a proceeding under any Debtor Relief Law 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 affect the Borrower), each Letter of Credit Participant hereby agrees that its participation ’s obligation to repay all outstanding Loans when due in such Unpaid Drawing shall remain outstanding in lieu of funding its portion of such Revolving Credit Loan and such Letter of Credit Participant agrees to pay to the Administrative Agent for the account of the Letter of Credit Issuer, forthwith on demand, such amount, together with interest thereon for each day from such date until the date such amount is paid to the Administrative Agent for the account of the Letter of Credit Issuer at a rate per annum equal to the Overnight Rate from time to time then in effect, plus any administrative, processing or similar fees customarily charged by the Letter of Credit Issuer in connection accordance with the foregoing. The failure terms of any Letter of Credit Participant to make available to the Administrative Agent for the account of the Letter of Credit Issuer its Revolving Credit Commitment Percentage of any payment under any Letter of Credit shall not relieve any other Letter of Credit Participant of its obligation hereunder to make available to the Administrative Agent for the account of the Letter of Credit Issuer its Revolving Credit Commitment Percentage of any payment under such Letter of Credit on the date required, as specified above, but no Letter of Credit Participant shall be responsible for the failure of any other Letter of Credit Participant to make available to the Administrative Agent such other Letter of Credit Participant’s Revolving Credit Commitment Percentage of any such paymentthis Agreement. (b) The obligations of the Borrower under this Section 3.4 to reimburse the Letter of Credit Issuer relevant Issuing Bank with respect to 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 set-off, counterclaim or defense to payment that the Borrower or any other Person may have or have had against the Letter of Credit Issuersuch Issuing Bank, the Administrative Agent or any Lender (including in its capacity as a Letter of Credit an L/C Participant), including any defense based upon (i) the failure of any drawing under a Letter of Credit (each, each a “Drawing”) to conform to the terms of such the Letter of Credit or Credit, (ii) any non-application or misapplication by the beneficiary of the proceeds of such Drawing, (iii) any lack of validity or enforceability of any Letter of Credit or this Agreement, or any term or provision therein, (iv) any draft or other document presented under a Letter of Credit 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, constitute a legal or equitable discharge of, or provide a right of setoff against, the Borrower’s obligations hereunder; provided that the Borrower foregoing shall not be obligated construed to reimburse 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 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 Letter of Credit Issuer for comply with the terms thereof. The Borrower agrees that any wrongful payment made action taken or omitted to be taken by the an Issuing Bank under or in connection with any Letter of Credit Issuer under or the Letter related drafts or documents, if done in the absence of Credit issued by it as a result of acts gross negligence or omissions constituting willful misconduct or gross negligence on the part of the Letter of Credit Issuer (as finally determined in the final, non-appealable judgment of by a court of competent 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. 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 hereby agrees to reimburse the applicable Letter of Credit Issuer in Dollars with respect to any drawing under any Letter of CreditIssuer, by making payment, whether with its own funds, with the proceeds of Revolving Credit Loans or any other source, payment in Dollars to the Administrative Agent for the account of the Letter of Credit Issuer in immediately available funds, for any payment or disbursement made by the such Letter of Credit Issuer under any Letter of Credit issued by it (with respect to each such amount so paid under a Letter of Credit until reimbursed, a an “Unpaid Drawing” ”) (i) within one two Business Day Days of the date of such payment or disbursement, if the such Letter of Credit Issuer provides notice to the Borrower of such payment or disbursement prior to 11:00 10:00 a.m. (New York City time) on such next succeeding Business Day after from the date of such payment or disbursement or (ii) if such notice is received after such time, on the next second Business Day following the date of receipt of such notice (such required date for reimbursement under clause (i) or (ii), as applicable (applicable, the “Required Reimbursement Date”), with interest on the amount so paid or disbursed by such Letter of Credit Issuer, from and including the date of such payment or disbursement to but excluding the Required Reimbursement Date, at the per annum rate for each day equal to the rate described in Section 2.8(a)Overnight Rate; provided that, notwithstanding anything contained in this Agreement to the contrary, with respect to (i) in the case of any Letter Unpaid Drawings under any Revolving Letters of Credit, (iA) unless the Borrower shall have notified the Administrative Agent and the relevant Letter of Credit Issuer prior to 11:00 10:00 a.m. (New York City time) on the Required 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 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 Required Reimbursement Date in an amount equal to the amount of such drawing, Unpaid Drawing and (iiB) the Administrative Agent shall promptly notify each Letter of Revolving Credit Participant Lender of such drawing and the amount of its Revolving Credit Loan to be made in respect thereofthereof (without regard to the Minimum Borrowing Amount), and each Letter of Credit 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 of the applicable Unpaid Drawing by 12:00 noon 2:00 p.m. (New York City time) on such Required Reimbursement Date by making the amount of such Revolving Credit Loan available to the Administrative Agent. Such Revolving Credit Loans made in respect of such Unpaid Drawing on such Required Reimbursement Date shall be made without regard to Agent and the Minimum Borrowing Amount and without regard to the satisfaction of the conditions set forth in Section 7. The Administrative Agent shall use the proceeds of such Revolving Credit Loans solely for the 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 Deposit 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. (New York City time) 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 promptly cause the amounts on deposit in the Deposit L/C Loan Collateral Account to be applied to repay in full the amount of such Unpaid Drawing. If In the event that the Borrower fails to Cash Collateralize any Revolving Letter of Credit that is outstanding on the Revolving Credit Termination 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 respect of such Revolving Letter of Credit following the Revolving L/C Maturity Date, second, to the extent such Revolving Letter of Credit Participant shall not have so made its Revolving Credit Commitment Percentage of the amount of expires or is returned undrawn while any such payment available cash collateral remains, to the Administrative Agent for the account repayment of the Letter of Credit Issuer, or that in the sole judgment of the Letter of Credit Issuer, such Revolving Credit Loan cannot for any reason be made on the date otherwise required above (including as a result of the commencement of a proceeding under any Debtor Relief Law obligations in respect of the Borrower), each Letter of Credit Participant hereby agrees that its participation in such Unpaid Drawing shall remain outstanding in lieu of funding its portion of such any Revolving Credit Loan Loans that have not been paid at such time and such Letter of Credit Participant agrees to pay third, to the Administrative Agent for the account Borrower or as otherwise directed by a court of the Letter of Credit Issuer, forthwith on demand, such amount, together with interest thereon for each day from such date until the date such amount is paid to the Administrative Agent for the account of the Letter of Credit Issuer at a rate per annum equal to the Overnight Rate from time to time then in effect, plus any administrative, processing or similar fees customarily charged by the Letter of Credit Issuer in connection with the foregoing. The failure of any Letter of Credit Participant to make available to the Administrative Agent for the account of the Letter of Credit Issuer its Revolving Credit Commitment Percentage of any payment under any Letter of Credit shall not relieve any other Letter of Credit Participant of its obligation hereunder to make available to the Administrative Agent for the account of the Letter of Credit Issuer its Revolving Credit Commitment Percentage of any payment under such Letter of Credit on the date required, as specified above, but no Letter of Credit Participant shall be responsible for the failure of any other Letter of Credit Participant to make available to the Administrative Agent such other Letter of Credit Participant’s Revolving Credit Commitment Percentage of any such paymentcompetent jurisdiction. (b) The obligations of the Borrower under this Section 3.4 to reimburse the Letter of Credit Issuer Issuers with respect to Unpaid Drawings (including, in each case, interest thereon) shall be absolute and unconditional under any and all circumstances and irrespective of any set-off, counterclaim or defense to payment that the Borrower or any other Person may have or have had against the any Letter of Credit Issuer, the Administrative Agent or any Lender (including in its capacity as a Letter of Credit Revolving L/C Participant), including any defense based upon the failure of any drawing under a Letter of Credit (each, each a “Drawing”) to conform to the terms of such the Letter of Credit or any non-application or misapplication by the beneficiary of the proceeds of such Drawing; provided that the Borrower shall not be obligated to reimburse the any Letter of Credit Issuer for any wrongful payment made by the such Letter of Credit Issuer under the Letter of Credit issued by it as a result of acts or omissions constituting willful misconduct or gross negligence on the part of the such Letter of Credit Issuer as determined in the final, non-appealable judgment of a court of competent jurisdictionIssuer.

Agreement to Repay Letter of Credit Drawings. (a) The Each Borrower hereby severally agrees to reimburse the Letter of Credit Issuer in Dollars with respect to any drawing under any Letter of Credit, by making payment, whether with its own funds, with the proceeds of Revolving Credit Loans or any other source, to the Administrative Agent for the account of the Letter of Credit Issuer in immediately available funds, respective Issuing Bank directly for any payment or disbursement made by the Letter of Credit Issuer such Issuing Bank under any Letter of Credit issued by it for the account of such Borrower (with respect to each such amount so paid under a Letter of Credit or disbursed until reimbursed, a an “Unpaid Drawing” (i) within ”), in each case, no later than one Business Day of following the date of such payment or disbursement, if the Letter of Credit Issuer provides notice to the Borrower of such payment or disbursement prior to 11:00 a.m. (New York City time) on such next succeeding Business Day after the date of such payment or disbursement or (ii) if such notice is received after such time, on the next Business Day following the date of receipt of such notice (such required date for reimbursement under clause (i) or (ii), as applicable (the “Required Reimbursement Date”), with interest on the amount so paid or disbursed by such Letter Issuing Bank, to the extent not reimbursed prior to 3:00 p.m., New York time, on the date of Credit Issuersuch payment or disbursement, from and including the date of such payment paid or disbursement disbursed to but excluding the Required Reimbursement Date, at the per annum rate for each day equal to the 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 the Letter of Credit Issuer prior to 11:00 a.m. (New York City time) on the Required 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 Revolving Credit Loans, the Borrower shall be deemed to have given a Notice of Borrowing requesting that the Lenders with Revolving Credit Commitments make Revolving Credit Loans (which shall be ABR Loans) on the Required Reimbursement Date in an amount equal to the amount of such drawing, and (ii) the Administrative Agent shall promptly notify each Letter of Credit Participant of such drawing and the amount of its Revolving Credit Loan to be made in respect thereof, and each Letter of Credit 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 Required Reimbursement Date by making the amount of such Revolving Credit Loan available to the Administrative Agent. Such Revolving Credit Loans made in respect of such Unpaid Drawing on such Required Reimbursement Date shall be made without regard to the Minimum Borrowing Amount and without regard to the satisfaction of the conditions set forth in Section 7. The Administrative Agent shall use the proceeds of such Revolving Credit Loans solely for the purpose of reimbursing the Letter of Credit Issuer for the related Unpaid Drawing. If and to the extent such Letter of Credit Participant shall not have so made its Revolving Credit Commitment Percentage of the amount of such payment available to the Administrative Agent for the account of the Letter of Credit Issuer, or that in the sole judgment of the Letter of Credit Issuer, such Revolving Credit Loan cannot for any reason be made on the date otherwise required above (including as a result of the commencement of a proceeding under any Debtor Relief Law in respect of the Borrower), each Letter of Credit Participant hereby agrees that its participation in such Unpaid Drawing shall remain outstanding in lieu of funding its portion of such Revolving Credit Loan and such Letter of Credit Participant agrees to pay to the Administrative Agent for the account of the Letter of Credit Issuer, forthwith on demand, such amount, together with interest thereon for each day from such date until the date such amount Issuing Bank is paid to the Administrative Agent for the account of the Letter of Credit Issuer reimbursed therefor at a rate per annum equal to which shall be the Overnight Base Rate as in effect from time to time then in effectplus the Applicable Margin for Base Rate Loans incurred by such Borrower (plus an additional 2% per annum, plus any administrativepayable on demand, processing or similar fees customarily charged if not reimbursed by the Letter of Credit Issuer in connection with the foregoing. The failure of any Letter of Credit Participant to make available to the Administrative Agent for the account of the Letter of Credit Issuer its Revolving Credit Commitment Percentage of any payment under any Letter of Credit shall not relieve any other Letter of Credit Participant of its obligation hereunder to make available to the Administrative Agent for the account of the Letter of Credit Issuer its Revolving Credit Commitment Percentage of any payment under such Letter of Credit on third Business Day after the date required, as specified above, but no Letter on which the respective Borrower receives notice from the respective Issuing Bank of Credit Participant shall be responsible for the failure of any other Letter of Credit Participant to make available to the Administrative Agent such other Letter of Credit Participant’s Revolving Credit Commitment Percentage of any such paymentpayment or disbursement). (b) The obligations of the Borrower Each Borrower’s obligation under this Section 3.4 2.13 to reimburse the Letter of Credit Issuer each Issuing Bank with respect to Unpaid Drawings of such Borrower (including, in each case, interest thereon) shall be absolute and unconditional under any and all circumstances and irrespective of any set-offsetoff, counterclaim or defense to payment that the which such Borrower or any other Person may have or have had against the Letter of Credit Issuersuch Issuing Bank, the Administrative Agent or any Lender (including in its capacity as a Letter of Credit Participant)Issuing Bank, including 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 such the Letter of Credit or any non-application or misapplication by the beneficiary of the proceeds of such Drawingdrawing; provided provided, however, that the no Borrower shall not be obligated to reimburse the Letter of Credit Issuer any Issuing Bank for any wrongful payment made by the such Issuing Bank under a Letter of Credit Issuer under the Letter of Credit issued by it as a result of acts or omissions constituting willful misconduct or gross negligence on the part of the Letter of Credit Issuer such Issuing Bank (as determined in the final, non-appealable judgment of by a court of competent jurisdictionjurisdiction in a final and non-appealable decision). (c) In determining whether to pay under any Letter of Credit, no Issuing Bank shall have any obligation relative to the other Banks other than to confirm that any documents required to be delivered under such Letter of Credit appear to have been delivered and that they appear to substantially comply on their face with the requirements of such Letter of Credit. Any action taken or omitted to be taken by any Issuing Bank under or in connection with any Letter of Credit, if taken or omitted in the absence of such Issuing Bank’s gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final and non-appealable decision), shall not create for such Issuing Bank any resulting liability to any Borrower or any of its Affiliates or any Bank.

Agreement to Repay Letter of Credit Drawings. (a) The Borrower hereby agrees to reimburse the Letter of Credit Issuer in Dollars with respect to any drawing under any Letter of Credit, by making payment, whether with its own funds, with the proceeds of Revolving Credit Loans or any other source, to the Administrative Agent for the account of the Letter of Credit Issuer in immediately available funds, for any payment or disbursement made by the Letter of Credit Issuer under any Letter of Credit issued by it (with respect to each such amount so paid under a Letter of Credit until reimbursed, a “Unpaid Drawing” (i) within one Business Day of the date of such payment or disbursement (or within two Business Days from such date of payment or disbursement, if the aggregate Revolving Credit Exposures of the applicable Class of Lenders equals the Total Revolving Credit Commitments of such Class of Lenders on the date of payment or disbursement), if the Letter of Credit Issuer provides notice to the Borrower of such payment or disbursement prior to 11:00 a.m. (New York City time) on such next succeeding Business Day after the date of such payment or disbursement or (ii) if such notice is received after such time, on the next Business Day from the receipt of such notice (or within two Business Days from the receipt of such notice, if the aggregate Revolving Credit Exposures of the applicable Class of Lenders equals the Total Revolving Credit Commitments of such Class of Lenders on the date of payment or disbursement) following the date of receipt of such notice (such required date for reimbursement under clause (i) or (ii), as applicable (the “Required Reimbursement Date”), with interest on the amount so paid or disbursed by such Letter of Credit Issuer, from and including the date of such payment or disbursement to but excluding the Required Reimbursement Date, at the per annum rate for each day equal to the 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 the Letter of Credit Issuer prior to 11:00 a.m. (New York City time) on the Required 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 Revolving Credit Loans, the Borrower shall be deemed to have given a Notice of Borrowing requesting that the Lenders with Revolving Credit Commitments make Revolving Credit Loans (which shall be ABR Loans) on the Required Reimbursement Date in an amount equal to the amount of such drawing, and (ii) the Administrative Agent shall promptly notify each Letter of Credit Participant of such drawing and the amount of its Revolving Credit Loan to be made in respect thereof, and each Letter of Credit 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 Required Reimbursement Date by making the amount of such Revolving Credit Loan available to the Administrative Agent. Such Revolving Credit Loans made in respect of such Unpaid Drawing on such Required Reimbursement Date shall be made without regard to the Minimum Borrowing Amount and without regard to the satisfaction of the conditions set forth in Section 7. The Administrative Agent shall use the proceeds of such Revolving Credit Loans solely for the purpose of reimbursing the Letter of Credit Issuer for the related Unpaid Drawing. If and to the extent such Letter of Credit Participant shall not have so made its Revolving Credit Commitment Percentage of the amount of such payment available to the Administrative Agent for the account of the Letter of Credit Issuer, or that in the sole judgment of the Letter of Credit Issuer, such Revolving Credit Loan cannot for any reason be made on the date otherwise required above (including as a result of the commencement of a proceeding under any Debtor Relief Law in respect of the Borrower), each Letter of Credit Participant hereby agrees that its participation in such Unpaid Drawing shall remain outstanding in lieu of funding its portion of such Revolving Credit Loan and such Letter of Credit Participant agrees to pay to the Administrative Agent for the account of the Letter of Credit Issuer, forthwith on demand, such amount, together with interest thereon for each day from such date until the date such amount is paid to the Administrative Agent for the account of the Letter of Credit Issuer at a rate per annum equal to the Overnight Rate from time to time then in effect, plus any administrative, processing or similar fees customarily charged by the Letter of Credit Issuer in connection with the foregoing. The failure of any Letter of Credit Participant to make available to the Administrative Agent for the account of the Letter of Credit Issuer its Revolving Credit Commitment Percentage of any payment under any Letter of Credit shall not relieve any other Letter of Credit Participant of its obligation hereunder to make available to the Administrative Agent for the account of the Letter of Credit Issuer its Revolving Credit Commitment Percentage of any payment under such Letter of Credit on the date required, as specified above, but no Letter of Credit Participant shall be responsible for the failure of any other Letter of Credit Participant to make available to the Administrative Agent such other Letter of Credit Participant’s Revolving Credit Commitment Percentage of any such payment. (b) The obligations of the Borrower under this Section 3.4 to reimburse the Letter of Credit Issuer with respect to Unpaid Drawings (including, in each case, interest thereon) shall be absolute and unconditional under any and all circumstances and irrespective of any set-off, counterclaim or defense to payment that the Borrower or any other Person may have or have had against the Letter of Credit Issuer, the Administrative Agent or any Lender (including in its capacity as a Letter of Credit Participant), including any defense based upon the failure of any drawing under a Letter of Credit (each, a “Drawing”) to conform to the terms of such Letter of Credit or any non-application or misapplication by the beneficiary of the proceeds of such Drawing; provided that the Borrower shall not be obligated to reimburse the Letter of Credit Issuer for any wrongful payment made by the Letter of Credit Issuer under the Letter of Credit issued by it as a result of acts or omissions constituting willful misconduct or gross negligence on the part of the Letter of Credit Issuer as determined in the final, non-appealable judgment of a court of competent jurisdiction.

Agreement to Repay Letter of Credit Drawings. (a) The Borrower hereby agrees to reimburse the Letter of Credit Issuer in Dollars with respect to any drawing under any Letter of CreditIssuer, by making payment, whether with its own funds, with the proceeds of Revolving Credit Loans or any other source, payment to the Administrative Agent for at the account of the Letter of Credit Issuer in immediately available fundsPayment Office, for any payment or disbursement made by the Letter of Credit Issuer under any Letter of Credit issued by it (with respect to each such amount so paid under a or disbursed until reimbursed, an "Unpaid Drawing") immediately after, and in any event on the date on which the Borrower is notified by the Letter of Credit until reimbursed, a “Unpaid Drawing” (i) within one Business Day of the date Issuer of such payment or disbursement, if the Letter of Credit Issuer provides notice to the Borrower of such payment or disbursement prior to 11:00 a.m. (New York City time) on such next succeeding Business Day after the date of such payment or disbursement or (ii) if such notice is received after such time, on the next Business Day following the date of receipt of such notice (such required date for reimbursement under clause (i) or (ii), as applicable (the “Required Reimbursement Date”), with interest on the amount so paid or disbursed by such the Letter of Credit IssuerIssuer 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 of such payment paid or disbursement disbursed to but excluding not including the Required Reimbursement Date, at the per annum rate for each day equal to the 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 date the Letter of Credit Issuer prior to 11:00 a.m. (New York City time) on the Required 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 Revolving Credit Loans, the Borrower shall be deemed to have given a Notice of Borrowing requesting that the Lenders with Revolving Credit Commitments make Revolving Credit Loans (which shall be ABR Loans) on the Required Reimbursement Date in an amount equal to the amount of such drawing, and (ii) the Administrative Agent shall promptly notify each Letter of Credit Participant of such drawing and the amount of its Revolving Credit Loan to be made in respect thereof, and each Letter of Credit 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 Required Reimbursement Date by making the amount of such Revolving Credit Loan available to the Administrative Agent. Such Revolving Credit Loans made in respect of such Unpaid Drawing on such Required Reimbursement Date shall be made without regard to the Minimum Borrowing Amount and without regard to the satisfaction of the conditions set forth in Section 7. The Administrative Agent shall use the proceeds of such Revolving Credit Loans solely for the purpose of reimbursing the Letter of Credit Issuer for the related Unpaid Drawing. If and to the extent such Letter of Credit Participant shall not have so made its Revolving Credit Commitment Percentage of the amount of such payment available to the Administrative Agent for the account of the Letter of Credit Issuer, or that in the sole judgment of the Letter of Credit Issuer, such Revolving Credit Loan cannot for any reason be made on the date otherwise required above (including as a result of the commencement of a proceeding under any Debtor Relief Law in respect of the Borrower), each Letter of Credit Participant hereby agrees that its participation in such Unpaid Drawing shall remain outstanding in lieu of funding its portion of such Revolving Credit Loan and such Letter of Credit Participant agrees to pay to the Administrative Agent for the account of the Letter of Credit Issuer, forthwith on demand, such amount, together with interest thereon for each day from such date until the date such amount is paid to the Administrative Agent for the account of the Letter of Credit Issuer reimbursed therefor at a rate per annum equal to which shall be the Overnight Base Rate as in effect from time to time then in effect, plus any administrative, processing or similar fees customarily charged 2.0% (plus an additional 2.0% per annum if not reimbursed by the Letter of Credit Issuer in connection with the foregoing. The failure of any Letter of Credit Participant to make available to the Administrative Agent for the account of the Letter of Credit Issuer its Revolving Credit Commitment Percentage of any payment under any Letter of Credit shall not relieve any other Letter of Credit Participant of its obligation hereunder to make available to the Administrative Agent for the account of the Letter of Credit Issuer its Revolving Credit Commitment Percentage of any payment under such Letter of Credit on third Business Day after the date requiredof such notice of payment or disbursement), as specified above, but no Letter of Credit Participant shall such interest also to be responsible for the failure of any other Letter of Credit Participant to make available to the Administrative Agent such other Letter of Credit Participant’s Revolving Credit Commitment Percentage of any such paymentpayable on demand. (b) The obligations of the Borrower Borrower's obligation under this Section 3.4 2.04 to reimburse the Letter of Credit Issuer with respect to Unpaid Drawings (including, in each case, interest thereon) shall be absolute and unconditional under any and all circumstances and irrespective of any set-offsetoff, counterclaim or defense to payment that which the Borrower or any other Person may have or have had against the Letter of Credit Issuer, the Administrative Agent or any Lender (including in its capacity as a Letter of Credit Participant)Lender, including including, without limitation, any defense based upon the failure of any drawing under a Letter of Credit (each, a “Drawing”) to conform substantially to the terms of such the Letter of Credit or any non-application or misapplication by the beneficiary of the proceeds of such Drawingdrawing; provided provided, however, that the Borrower shall not be obligated to reimburse the Letter of Credit Issuer for any wrongful payment made by the Letter of Credit Issuer under the a Letter of Credit issued by it as a result of acts or omissions constituting willful misconduct or gross negligence on the part of the Letter of Credit Issuer as determined in the final, non-appealable judgment of by a court of competent jurisdiction.

Agreement to Repay Letter of Credit Drawings. (a) The Borrower hereby agrees to reimburse the Letter of Credit Issuer in Dollars Issuer, by making payment with respect to any drawing under any Letter of Credit, Credit in the same amount in Dollars. Any such reimbursement shall be made by making payment, whether with its own funds, with the proceeds of Revolving Credit Loans or any other source, Borrower to the Administrative Agent for the account of the Letter of Credit Issuer in immediately available funds, funds in Dollars (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 the Letter of Credit Issuer under any Letter of Credit issued by it (with respect to each such amount so paid under a Letter of Credit until reimbursed, a an “Unpaid Drawing” (i”) within no later than the date that is one Business Day of after the date of such payment or disbursement, if the Letter of Credit Issuer provides notice to on which the Borrower receives a written notice (the “Notice of Drawing”) of such payment or disbursement prior to 11:00 a.m. (New York City time) on such next succeeding Business Day after the date of such payment or disbursement or (ii) if such notice is received after such time, on the next Business Day following the date of receipt of such notice (such required date for reimbursement under clause (i) or (ii), as applicable (the “Required Reimbursement Date”) (which Notice of Drawing shall also be delivered to the Administrative Agent), with interest on the amount so paid or disbursed by such the Letter of Credit Issuer, from and including to the date of such payment or disbursement extent not reimbursed prior to but excluding 5:00 p.m. on the Required Reimbursement Date, from the Reimbursement Date to the date the Letter of Credit Issuer is reimbursed therefor at the a rate per annum rate that shall at all times be the Applicable Margin for each day equal ABR Loans that are Revolving Credit Loans plus the ABR as in effect from time to the rate described in Section 2.8(a)time; provided 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 the relevant Letter of Credit Issuer prior to 11:00 a.m. (New York City time) 1:00 p.m. on the Required 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 that, with respect to Letters of Credit, the Revolving Lenders with Revolving Credit Commitments make Revolving Credit Loans (which shall be ABR Loans) in Dollars on the Required Reimbursement Date in an amount equal to the amount of such drawing, drawing and (ii) the Administrative Agent shall promptly notify each Letter of Credit L/C Participant of such drawing and the amount of its Revolving Credit Loan to be made in respect thereof, and each Letter of Credit 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) 2:00 p.m. on such Required Reimbursement Date by making the amount of such Revolving Credit Loan available to the Administrative Agent. Such Revolving Credit Loans made in respect of such Unpaid Drawing on such Required Reimbursement Date shall be made without regard to the Minimum Borrowing Amount and without regard to the satisfaction of the conditions set forth in Section 7Amount. The Administrative Agent shall use the proceeds of such Revolving Credit Loans solely for the purpose of reimbursing the Letter of Credit Issuer for the related Unpaid Drawing. If In the event that the Borrower fails to Cash Collateralize 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 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 respect of such Letter of Credit following the L/C Facility Maturity Date, second, to the extent such Letter of Credit Participant expires or is returned undrawn while any such 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 Borrower or as otherwise directed by a court of competent jurisdiction. Nothing in this Section 3.4(a) shall not have so made its affect the Borrower’s obligation to repay all outstanding Revolving Credit Commitment Percentage Loans when due in accordance with the terms of this Agreement. (b) The obligation of the amount of such payment available Borrower to the Administrative Agent for the account of reimburse the Letter of Credit Issuer, or that in the sole judgment of the Letter of Credit Issuer, such Revolving Credit Loan cannot Issuer for any reason be made on the date otherwise required above (including as a result of the commencement of a proceeding each drawing under any Debtor Relief Law in respect of the Borrower), each Letter of Credit Participant hereby agrees that its participation in such Unpaid Drawing shall remain outstanding in lieu of funding its portion of such Revolving Credit Loan and such Letter of Credit Participant agrees to pay to repay each L/C Borrowing (and the Administrative Agent for the account obligations of the Letter of Credit Issuer, forthwith on demand, such amount, together with interest thereon for each day from such date until the date such amount is paid L/C Participants to make payments to the Administrative Agent for the account of the Letter of Credit Issuer with respect to Letters of Credit in accordance with Section 3.3) shall be absolute, unconditional and irrevocable, and shall be paid strictly in accordance with the terms of this Agreement under all circumstances, including the following: (i) any lack of validity or enforceability of this Agreement or any of the other Credit Documents; (ii) the existence of any claim, set-off, defense (other than a defense of payment or performance) or other right that the Borrower may have at any time against a rate per annum equal beneficiary named in a Letter of Credit, any transferee of any Letter of Credit (or 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 the Borrower and the beneficiary named in any such Letter of Credit); (iii) any draft, demand, certificate or other document presented under such Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; or any loss or delay in the Overnight Rate from time transmission or otherwise of any document required in order to time then 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 the Borrower (or a Restricted Subsidiary) or any waiver by the Letter of Credit Issuer which does not in effect, plus fact materially prejudice the Borrower (or a Restricted Subsidiary); (v) any administrative, processing or similar fees customarily charged payment made by the Letter of Credit Issuer in connection with respect of an otherwise complying item presented after the foregoing. The failure of any date specified as the expiration date of, or the date by which documents must be received under, such Letter of Credit Participant to make available to if presentation after such date is authorized by the Administrative Agent for UCC, the account of ISP or the UCP, as applicable; (vi) any payment by the Letter of Credit Issuer its Revolving Credit Commitment Percentage of any payment under any Letter of Credit shall not relieve any other Letter of Credit Participant of its obligation hereunder to make available to the Administrative Agent for the account of the Letter of Credit Issuer its Revolving Credit Commitment Percentage of any payment under such Letter of Credit on the date required, as specified above, but no Letter against presentation of Credit Participant shall be responsible for the failure of any other Letter of Credit Participant to make available to the Administrative Agent such other Letter of Credit Participant’s Revolving Credit Commitment Percentage of any such payment. (b) The obligations of the Borrower under this Section 3.4 to reimburse the Letter of Credit Issuer a draft or certificate that does not strictly comply with respect to Unpaid Drawings (including, in each case, interest thereon) shall be absolute and unconditional under any and all circumstances and irrespective of any set-off, counterclaim or defense to payment that the Borrower or any other Person may have or have had against the Letter of Credit Issuer, the Administrative Agent or any Lender (including in its capacity as a Letter of Credit Participant), including any defense based upon the failure of any drawing under a Letter of Credit (each, a “Drawing”) to conform to the terms of such Letter of Credit Credit; or any non-application or misapplication by the beneficiary of the proceeds of such Drawing; provided that the Borrower shall not be obligated to reimburse the Letter of Credit Issuer for any wrongful payment made by the Letter of Credit Issuer under the such Letter of Credit issued by it as to any Person purporting to be a result trustee in bankruptcy, debtor-in-possession, assignee for the benefit of acts creditors, liquidator, receiver or omissions constituting willful misconduct other representative of or gross negligence on successor to any beneficiary or any transferee of such Letter of Credit, including any arising in connection with any proceeding under the part Bankruptcy Code; (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) [reserved]; 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 a Restricted Subsidiary) (other than the defense of payment or performance). provided that the foregoing in clauses (i) through (ix) shall not excuse any Letter of Credit Issuer from liability to the Borrower to the extent of any direct damages (as opposed to consequential damages, claims in respect of which are waived by the Borrower to the extent permitted by applicable Law) suffered by the Borrower that are caused by such Letter of Credit Issuer’s (or its Related Parties’) gross negligence, bad faith, material breach or willful misconduct, in each case, as determined in the final, a final and non-appealable judgment of by a court of competent jurisdictionjurisdiction when determining whether drafts and other documents presented under a Letter of Credit comply with the terms thereof.

Agreement to Repay Letter of Credit Drawings. (a) The Each U.S. Dollar Borrower hereby agrees to reimburse the Letter of Credit Issuer in Dollars with respect to any drawing under any Letter of Credit, by making payment, whether with its own funds, with the proceeds of Revolving Credit Loans or any other source, payment in U.S. Dollars to the Asian Administrative Agent for (in the account case of the Letter of Credit Issuer reimbursement made by such Borrower) in immediately available funds, funds for any payment or disbursement made by the Letter of Credit Issuer under any Letter of Credit issued by it (with respect to each such amount so paid under a Letter of Credit until reimbursed, a an “Unpaid Drawing” (i”) within one Business Day of immediately after, and in any event on the date of of, such payment or disbursement, if the Letter of Credit Issuer provides notice to the Borrower of such payment or disbursement prior to 11:00 a.m. (New York City time) on such next succeeding Business Day after the date of such payment or disbursement or (ii) if such notice is received after such time, on the next Business Day following the date of receipt of such notice (such required date for reimbursement under clause (i) or (ii), as applicable (the “Required Reimbursement Date”)payment, with interest on the amount so paid or disbursed by such the Letter of Credit Issuer, to the extent not reimbursed prior to 5:00 p.m. (Hong Kong time) on the date of such payment or disbursement, from and including the date of such payment paid or disbursement disbursed to but excluding the Required Reimbursement Date, date the Letter of Credit Issuer is reimbursed therefor at the a rate per annum rate for each day equal that shall at all times be the Applicable LIBOR Margin plus the LIBOR Rate as in effect from time to the rate described in Section 2.8(a); time, provided that, notwithstanding anything contained in this Agreement to the contrary, with respect to any Letter of Credit, (i) unless the applicable Borrower shall have notified the Asian Administrative Agent and the Letter of Credit Issuer prior to 11:00 10:00 a.m. (New York City Hong Kong time) on the Required Reimbursement Date date of such drawing that the such Borrower intends to reimburse the Letter of Credit Issuer for the amount of such drawing with funds other than the proceeds of Revolving Credit Loans, the such Borrower shall be deemed to have given a Notice of Borrowing requesting that, with respect to Letters of Credit, that the Lenders with U.S. Dollar Revolving Credit Commitments or make U.S. Dollar Revolving Credit Loans (which shall be ABR LIBOR Loans) on the Required Reimbursement Date in an amount equal to the amount of such drawing), and (ii) the Asian Administrative Agent shall promptly notify each Letter of Credit L/C Participant of such drawing and the amount of its Revolving Credit Loan to be made in respect thereof, and each Letter of Credit such L/C Participant shall be irrevocably obligated to make a U.S. Dollar Revolving Credit Loan to the applicable Borrower in the manner deemed to have been requested in the amount of its U.S. Dollar Revolving Credit Commitment Percentage of the applicable Unpaid Drawing by 12:00 noon (New York City timeHong Kong) on such Required Reimbursement Date Business Day by making the amount of such U.S. Dollar Revolving Credit Loan available to the Asian Administrative Agent. Such U.S. Dollar Revolving Credit Loans made in respect of such Unpaid Drawing on such Required Reimbursement Date shall be made without regard to the Minimum Borrowing Amount and without regard to the satisfaction of the conditions set forth in Section 7Amount. The Asian Administrative Agent shall use the proceeds of such Revolving Credit Loans solely for the purpose of reimbursing the Letter of Credit Issuer for the related Unpaid Drawing. If and to the extent such Letter of Credit Participant shall not have so made its Revolving Credit Commitment Percentage of the amount of such payment available to the Administrative Agent for the account of the Letter of Credit Issuer, or that in the sole judgment of the Letter of Credit Issuer, such Revolving Credit Loan cannot for any reason be made on the date otherwise required above (including as a result of the commencement of a proceeding under any Debtor Relief Law in respect of the Borrower), each Letter of Credit Participant hereby agrees that its participation in such Unpaid Drawing shall remain outstanding in lieu of funding its portion of such Revolving Credit Loan and such Letter of Credit Participant agrees to pay to the Administrative Agent for the account of the Letter of Credit Issuer, forthwith on demand, such amount, together with interest thereon for each day from such date until the date such amount is paid to the Administrative Agent for the account of the Letter of Credit Issuer at a rate per annum equal to the Overnight Rate from time to time then in effect, plus any administrative, processing or similar fees customarily charged by the Letter of Credit Issuer in connection with the foregoing. The failure of any Letter of Credit Participant to make available to the Administrative Agent for the account of the Letter of Credit Issuer its Revolving Credit Commitment Percentage of any payment under any Letter of Credit shall not relieve any other Letter of Credit Participant of its obligation hereunder to make available to the Administrative Agent for the account of the Letter of Credit Issuer its Revolving Credit Commitment Percentage of any payment under such Letter of Credit on the date required, as specified above, but no Letter of Credit Participant shall be responsible for the failure of any other Letter of Credit Participant to make available to the Administrative Agent such other Letter of Credit Participant’s Revolving Credit Commitment Percentage of any such payment. (b) The obligations of the Borrower under this Section 3.4 to reimburse the Letter of Credit Issuer with respect to Unpaid Drawings (including, in each case, interest thereon) shall be absolute and unconditional under any and all circumstances and irrespective of any set-off, counterclaim or defense to payment that the Borrower or any other Person may have or have had against the Letter of Credit Issuer, the Administrative Agent or any Lender (including in its capacity as a Letter of Credit Participant), including any defense based upon the failure of any drawing under a Letter of Credit (each, a “Drawing”) to conform to the terms of such Letter of Credit or any non-application or misapplication by the beneficiary of the proceeds of such Drawing; provided that the Borrower shall not be obligated to reimburse the Letter of Credit Issuer for any wrongful payment made by the Letter of Credit Issuer under the Letter of Credit issued by it as a result of acts or omissions constituting willful misconduct or gross negligence on the part of the Letter of Credit Issuer as determined in the final, non-appealable judgment of a court of competent jurisdiction.

Agreement to Repay Letter of Credit Drawings. (a) The Borrower hereby agrees to reimburse the (or cause any Subsidiary for whose account a Letter of Credit Issuer in Dollars with respect was issued to any drawing under any reimburse) each Letter of CreditCredit Issuer, by making payment, whether with its own funds, with the proceeds of Revolving Credit Loans or any other source, payment directly to the Administrative Agent for the account of the such Letter of Credit Issuer in immediately available fundsfunds at the payment office of such Letter of Credit Issuer, for any payment or disbursement made by the such Letter of Credit Issuer under any Letter of Credit issued by it (with respect to each such amount so paid under a Letter of Credit or disbursed until reimbursed, a an “Unpaid Drawing” (i”) within one not later than the Business Day of immediately following the date of Business Day on which such payment or disbursement, if the Letter of Credit Issuer provides notice to notifies the Borrower (or any such Subsidiary for whose account such Letter of Credit was issued) of such payment or disbursement prior (which notice to 11:00 a.m. the Borrower (New York City timeor such Subsidiary) on such next succeeding Business Day shall be delivered reasonably promptly after the date of any such payment or disbursement or (ii) if such notice is received after such time, on the next Business Day following the date of receipt of such notice (such required date for reimbursement under clause (i) or (iidisbursement), as applicable (the “Required Reimbursement Date”)such payment to be made in Dollars, with interest on the amount so paid or disbursed by such Letter of Credit Issuer, from and including to the extent not reimbursed prior to 1:00 P.M. (local time at the payment office of the Letter of Credit Issuer) on the date of such payment or disbursement disbursement, from and including the date paid or disbursed to but excluding not including the Required Reimbursement Date, at the per annum rate for each day equal to the 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 the date such Letter of Credit Issuer prior is reimbursed therefor at a rate per annum that shall be the rate then applicable to Loans that are Prime Rate Loans (plus an additional 2% per annum if not reimbursed by the third Business Day after the date of such payment or disbursement), any such interest also to be payable on demand. If by 11:00 a.m. (New York City time) A.M. on the Required Reimbursement Date that the Borrower intends Business Day immediately following notice to reimburse the Letter it of Credit Issuer for the amount its obligation to make reimbursement in respect of such drawing with funds other than the proceeds of Revolving Credit Loansan Unpaid Drawing, the Borrower shall 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 requesting that the Lenders with Revolving Credit Commitments make Revolving Credit for Prime Rate Loans (which shall be ABR Loans) on the Required Reimbursement Date in an aggregate principal amount equal sufficient to the amount of reimburse such drawing, Unpaid Drawing (and (ii) the Administrative Agent shall promptly notify each give notice to the Lenders of such deemed Notice of Borrowing), (y) the Lenders shall, unless they are legally prohibited from doing so, make the Loans contemplated by such deemed Notice of Borrowing (which Loans shall be considered made under section 2.1 hereof), and (z) the proceeds of such Prime Rate Loans shall be disbursed directly to the applicable Letter of Credit Participant of Issuer to the extent necessary to effect such drawing and the amount of its Revolving Credit Loan reimbursement, with any excess proceeds to be made in respect thereof, and each Letter of Credit Participant shall be irrevocably obligated to make a Revolving Credit Loan available to the Borrower in the manner deemed to have been requested in the amount of its Revolving Credit Commitment Percentage of accordance with the applicable Unpaid Drawing by 12:00 noon (New York City time) on such Required Reimbursement Date by making the amount provisions of such Revolving Credit Loan available to the Administrative Agent. Such Revolving Credit Loans made in respect of such Unpaid Drawing on such Required Reimbursement Date shall be made without regard to the Minimum Borrowing Amount and without regard to the satisfaction of the conditions set forth in Section 7. The Administrative Agent shall use the proceeds of such Revolving Credit Loans solely for the purpose of reimbursing the Letter of Credit Issuer for the related Unpaid Drawing. If and to the extent such Letter of Credit Participant shall not have so made its Revolving Credit Commitment Percentage of the amount of such payment available to the Administrative Agent for the account of the Letter of Credit Issuer, or that in the sole judgment of the Letter of Credit Issuer, such Revolving Credit Loan cannot for any reason be made on the date otherwise required above (including as a result of the commencement of a proceeding under any Debtor Relief Law in respect of the Borrower), each Letter of Credit Participant hereby agrees that its participation in such Unpaid Drawing shall remain outstanding in lieu of funding its portion of such Revolving Credit Loan and such Letter of Credit Participant agrees to pay to the Administrative Agent for the account of the Letter of Credit Issuer, forthwith on demand, such amount, together with interest thereon for each day from such date until the date such amount is paid to the Administrative Agent for the account of the Letter of Credit Issuer at a rate per annum equal to the Overnight Rate from time to time then in effect, plus any administrative, processing or similar fees customarily charged by the Letter of Credit Issuer in connection with the foregoing. The failure of any Letter of Credit Participant to make available to the Administrative Agent for the account of the Letter of Credit Issuer its Revolving Credit Commitment Percentage of any payment under any Letter of Credit shall not relieve any other Letter of Credit Participant of its obligation hereunder to make available to the Administrative Agent for the account of the Letter of Credit Issuer its Revolving Credit Commitment Percentage of any payment under such Letter of Credit on the date required, as specified above, but no Letter of Credit Participant shall be responsible for the failure of any other Letter of Credit Participant to make available to the Administrative Agent such other Letter of Credit Participant’s Revolving Credit Commitment Percentage of any such paymentthis Agreement. (b) The obligations of the Borrower Borrower’s obligation under this Section 3.4 section 3.3 to reimburse the reimburse, or cause a Subsidiary to reimburse, each Letter of Credit Issuer with respect to Unpaid Drawings (including, in each case, interest thereon) shall be absolute and unconditional under any and all circumstances and irrespective of any set-offsetoff, counterclaim or defense to payment that the Borrower or any other Person may have or have had against the such Letter of Credit Issuer, the Administrative Agent or Agent, any Lender (including in its capacity as a other Letter of Credit Participant)Issuer or any Lender, including 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 such the Letter of Credit or any non-application or misapplication by the beneficiary of the proceeds of such Drawing; provided drawing, provided, however that the Borrower shall not be obligated to reimburse the reimburse, or cause a Subsidiary to reimburse, a Letter of Credit Issuer for any wrongful payment made by the such Letter of Credit Issuer under the a Letter of Credit issued by it as a result of acts or omissions constituting willful misconduct or gross negligence on the part of the such Letter of Credit Issuer as determined in the final, non-appealable judgment of a court of competent jurisdictionIssuer.

Agreement to Repay Letter of Credit Drawings. (a) The Borrower hereby agrees to reimburse the respective Letter of Credit Issuer in Dollars with respect to any drawing under any Letter of CreditIssuer, by making payment, whether with its own funds, with the proceeds of Revolving Credit Loans or any other source, payment to the Administrative Agent for at the account of Payment Office (which funds the Administrative Agent shall promptly forward to such Letter of Credit Issuer in immediately available fundsIssuer), for any payment or disbursement made by the such Letter of Credit Issuer under any Letter of Credit issued by it (with respect to each such amount so paid under a Letter of Credit or disbursed until reimbursed, a an “Unpaid Drawing” (i”) within one Business Day of immediately after, and in any event on the date of on which, the Borrower is notified by such payment or disbursement, if the Letter of Credit Issuer provides notice to the Borrower of such payment or disbursement prior to 11:00 a.m. (New York City time) on such next succeeding Business Day after the date of such payment or disbursement or (ii) if such notice is received after such time, on the next Business Day following the date of receipt of such notice (such required date for reimbursement under clause (i) or (ii), as applicable (the “Required Reimbursement Date”), with interest on the amount so paid or disbursed by such Letter of Credit Issuer, from and including to the extent not reimbursed prior to 12:00 Noon (Chicago, Illinois time) on the date of such payment or disbursement disbursement, from and including the date paid or disbursed to but excluding not including the Required Reimbursement Date, at the per annum rate for each day equal to the 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 the Letter of Credit Issuer prior to 11:00 a.m. (New York City time) on the Required 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 Revolving Credit Loans, the Borrower shall be deemed to have given a Notice of Borrowing requesting that the Lenders with Revolving Credit Commitments make Revolving Credit Loans (which shall be ABR Loans) on the Required Reimbursement Date in an amount equal to the amount of such drawing, and (ii) the Administrative Agent shall promptly notify each Letter of Credit Participant of such drawing and the amount of its Revolving Credit Loan to be made in respect thereof, and each Letter of Credit 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 Required Reimbursement Date by making the amount of such Revolving Credit Loan available to the Administrative Agent. Such Revolving Credit Loans made in respect of date such Unpaid Drawing on such Required Reimbursement Date shall be made without regard to the Minimum Borrowing Amount and without regard to the satisfaction of the conditions set forth in Section 7. The Administrative Agent shall use the proceeds of such Revolving Credit Loans solely for the purpose of reimbursing the Letter of Credit Issuer for the related Unpaid Drawing. If and to the extent such Letter of Credit Participant shall not have so made its Revolving Credit Commitment Percentage of the amount of such payment available to the Administrative Agent for the account of the Letter of Credit Issuer, or that in the sole judgment of the Letter of Credit Issuer, such Revolving Credit Loan cannot for any reason be made on the date otherwise required above (including as a result of the commencement of a proceeding under any Debtor Relief Law in respect of the Borrower), each Letter of Credit Participant hereby agrees that its participation in such Unpaid Drawing shall remain outstanding in lieu of funding its portion of such Revolving Credit Loan and such Letter of Credit Participant agrees to pay to the Administrative Agent for the account of the Letter of Credit Issuer, forthwith on demand, such amount, together with interest thereon for each day from such date until the date such amount is paid to by the Administrative Agent for the account of the Letter of Credit Issuer Borrower at a rate per annum equal which shall be the interest rate applicable to the Overnight Revolving Loans maintained as Base Rate Loans, if such Letter of Credit is denominated in U.S. Dollars, or Canadian Base Rate Loans, if such Letter of Credit is denominated in Canadian Dollars, as in effect from time to time then in effect, (plus any administrative, processing or similar fees customarily charged an additional 2% per annum if not reimbursed by the third Business Day after the date of such notice of payment or disbursement), such interest also to be payable on demand. Each Letter of Credit Issuer in connection with shall provide the foregoing. The failure of any Letter of Credit Participant to make available to the Administrative Agent for the account of the Letter of Credit Issuer its Revolving Credit Commitment Percentage Borrower prompt notice of any payment or disbursement made by it under any Letter of Credit issued by it, although the failure of, or delay in, giving any such notice shall not relieve any other Letter of Credit Participant of its obligation hereunder to make available to release or diminish the Administrative Agent for the account of the Letter of Credit Issuer its Revolving Credit Commitment Percentage of any payment under such Letter of Credit on the date required, as specified above, but no Letter of Credit Participant shall be responsible for the failure of any other Letter of Credit Participant to make available to the Administrative Agent such other Letter of Credit Participant’s Revolving Credit Commitment Percentage of any such payment. (b) The obligations of the Borrower under this Section 3.4 2A.4(a) or under any other Section of this Agreement. (b) The Borrower’s obligation under this Section 2A.4 to reimburse the respective Letter of Credit Issuer with respect to Unpaid Drawings (including, in each case, interest thereon) shall be absolute and unconditional under any and all circumstances and irrespective of any set-offsetoff, counterclaim or defense to payment that which the Borrower or any other Person may have or have had against the such Letter of Credit Issuer, the Administrative Agent or any Lender (including in its capacity as a Letter of Credit Participant)Bank, including including, without limitation, any defense based upon the failure of any drawing payment under a Letter of Credit (each, a “Drawing”) to conform to the terms of such the Letter of Credit or any non-application or misapplication by the beneficiary of the proceeds of such Drawingpayment; provided provided, however, that the Borrower shall not be obligated to reimburse the any Letter of Credit Issuer for any wrongful payment made by the such Letter of Credit Issuer under the a Letter of Credit issued by it as a result of acts or omissions constituting willful misconduct or gross negligence on the part of the Letter of Credit Issuer (as determined in the final, non-appealable judgment of by a court of competent jurisdiction) on the part of such Letter of Credit Issuer.

Agreement to Repay Letter of Credit Drawings. (a) The Borrower hereby agrees to reimburse the respective Letter of Credit Issuer in Dollars with respect to any drawing under any Letter of CreditIssuer, by making payment, whether with its own funds, with the proceeds of Revolving Credit Loans or any other source, payment to the Administrative Agent for at the account of Payment Office (which funds the Administrative Agent shall promptly forward to such Letter of Credit Issuer in immediately available fundsIssuer), for any payment or disbursement made by the such Letter of Credit Issuer under any Letter of Credit issued by it (with respect to each such amount so paid under a Letter of Credit or disbursed until reimbursed, a an “Unpaid Drawing” (i”) within one Business Day of immediately after, and in any event on the date of on which, the Borrower is notified by such payment or disbursement, if the Letter of Credit Issuer provides notice to the Borrower of such payment or disbursement prior to 11:00 a.m. (New York City time) on such next succeeding Business Day after the date of such payment or disbursement or (ii) if such notice is received after such time, on the next Business Day following the date of receipt of such notice (such required date for reimbursement under clause (i) or (ii), as applicable (the “Required Reimbursement Date”), with interest on the amount so paid or disbursed by such Letter of Credit Issuer, from and including to the extent not reimbursed prior to 1:00 p.m. (New York time) on the date of such payment or disbursement disbursement, from and including the date paid or disbursed to but excluding not including the Required Reimbursement Date, at the per annum rate for each day equal to the 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 the Letter of Credit Issuer prior to 11:00 a.m. (New York City time) on the Required 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 Revolving Credit Loans, the Borrower shall be deemed to have given a Notice of Borrowing requesting that the Lenders with Revolving Credit Commitments make Revolving Credit Loans (which shall be ABR Loans) on the Required Reimbursement Date in an amount equal to the amount of such drawing, and (ii) the Administrative Agent shall promptly notify each Letter of Credit Participant of such drawing and the amount of its Revolving Credit Loan to be made in respect thereof, and each Letter of Credit 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 Required Reimbursement Date by making the amount of such Revolving Credit Loan available to the Administrative Agent. Such Revolving Credit Loans made in respect of date such Unpaid Drawing on such Required Reimbursement Date shall be made without regard to the Minimum Borrowing Amount and without regard to the satisfaction of the conditions set forth in Section 7. The Administrative Agent shall use the proceeds of such Revolving Credit Loans solely for the purpose of reimbursing the Letter of Credit Issuer for the related Unpaid Drawing. If and to the extent such Letter of Credit Participant shall not have so made its Revolving Credit Commitment Percentage of the amount of such payment available to the Administrative Agent for the account of the Letter of Credit Issuer, or that in the sole judgment of the Letter of Credit Issuer, such Revolving Credit Loan cannot for any reason be made on the date otherwise required above (including as a result of the commencement of a proceeding under any Debtor Relief Law in respect of the Borrower), each Letter of Credit Participant hereby agrees that its participation in such Unpaid Drawing shall remain outstanding in lieu of funding its portion of such Revolving Credit Loan and such Letter of Credit Participant agrees to pay to the Administrative Agent for the account of the Letter of Credit Issuer, forthwith on demand, such amount, together with interest thereon for each day from such date until the date such amount is paid to by the Administrative Agent for the account of the Letter of Credit Issuer Borrower at a rate per annum equal which shall be the interest rate applicable to the Overnight Revolving Loans maintained as Base Rate Loans, as in effect from time to time then in effect, (plus any administrative, processing or similar fees customarily charged an additional 2% per annum if not reimbursed by the third Business Day after the date of such notice of payment or disbursement), such interest also to be payable on demand. Each Letter of Credit Issuer in connection with shall provide the foregoing. The failure of any Letter of Credit Participant to make available to the Administrative Agent for the account of the Letter of Credit Issuer its Revolving Credit Commitment Percentage Borrower prompt notice of any payment or disbursement made by it under any Letter of Credit issued by it, although the failure of, or delay in, giving any such notice shall not relieve any other Letter of Credit Participant of its obligation hereunder to make available to release or diminish the Administrative Agent for the account of the Letter of Credit Issuer its Revolving Credit Commitment Percentage of any payment under such Letter of Credit on the date required, as specified above, but no Letter of Credit Participant shall be responsible for the failure of any other Letter of Credit Participant to make available to the Administrative Agent such other Letter of Credit Participant’s Revolving Credit Commitment Percentage of any such payment. (b) The obligations of the Borrower under this Section 3.4 2A.4(a) or under any other Section of this Agreement. (b) The Borrower’s obligation under this Section 2A.4 to reimburse the respective Letter of Credit Issuer with respect to Unpaid Drawings (including, in each case, interest thereon) shall be absolute and unconditional under any and all circumstances and irrespective of any set-offsetoff, counterclaim or defense to payment that which the Borrower or any other Person may have or have had against the such Letter of Credit Issuer, the Administrative Agent or any Lender (including in its capacity as a Letter of Credit Participant)Bank, including including, without limitation, any defense based upon the failure of any drawing payment under a Letter of Credit (each, a “Drawing”) to conform to the terms of such the Letter of Credit or any non-application non‑application or misapplication by the beneficiary of the proceeds of such Drawingpayment; provided provided, however, that the Borrower shall not be obligated to reimburse the any Letter of Credit Issuer for any wrongful payment made by the such Letter of Credit Issuer under the a Letter of Credit issued by it as a result of acts or omissions constituting willful misconduct or gross negligence on the part of the Letter of Credit Issuer (as determined in the final, non-appealable judgment of by a court of competent jurisdiction) on the part of such Letter of Credit Issuer.

Agreement to Repay Letter of Credit Drawings. (a) The Borrower hereby agrees to reimburse the respective Letter of Credit Issuer in Dollars with respect to any drawing under any Letter of CreditIssuer, by making payment, whether with its own funds, with the proceeds of Revolving Credit Loans or any other source, payment to the Administrative Agent for at the account of Payment Office (which funds the Administrative Agent shall promptly forward to such Letter of Credit Issuer in immediately available fundsIssuer), for any payment or disbursement made by the such Letter of Credit Issuer under any Letter of Credit issued by it (with respect to each such amount so paid under a Letter of Credit or disbursed until reimbursed, a “an "Unpaid Drawing” (i") within one Business Day of immediately after, and in any event on the date of on which, the Borrower is notified by such payment or disbursement, if the Letter of Credit Issuer provides notice to the Borrower of such payment or disbursement prior to 11:00 a.m. (New York City time) on such next succeeding Business Day after the date of such payment or disbursement or (ii) if such notice is received after such time, on the next Business Day following the date of receipt of such notice (such required date for reimbursement under clause (i) or (ii), as applicable (the “Required Reimbursement Date”), with interest on the amount so paid or disbursed by such Letter of Credit Issuer, from and including to the extent not reimbursed prior to 1:00 P.M. (New York time) on the date of such payment or disbursement disbursement, from and including the date paid or disbursed to but excluding not including the Required Reimbursement Date, at the per annum rate for each day equal to the 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 the date such Letter of Credit Issuer prior to 11:00 a.m. (New York City time) on the Required 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 Revolving Credit Loans, the Borrower shall be deemed to have given a Notice of Borrowing requesting that the Lenders with Revolving Credit Commitments make Revolving Credit Loans (which shall be ABR Loans) on the Required Reimbursement Date in an amount equal to the amount of such drawing, and (ii) the Administrative Agent shall promptly notify each Letter of Credit Participant of such drawing and the amount of its Revolving Credit Loan to be made in respect thereof, and each Letter of Credit 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 Required Reimbursement Date by making the amount of such Revolving Credit Loan available to the Administrative Agent. Such Revolving Credit Loans made in respect of such Unpaid Drawing on such Required Reimbursement Date shall be made without regard to the Minimum Borrowing Amount and without regard to the satisfaction of the conditions set forth in Section 7. The Administrative Agent shall use the proceeds of such Revolving Credit Loans solely for the purpose of reimbursing the Letter of Credit Issuer for the related Unpaid Drawing. If and to the extent such Letter of Credit Participant shall not have so made its Revolving Credit Commitment Percentage of the amount of such payment available to the Administrative Agent for the account of the Letter of Credit Issuer, or that in the sole judgment of the Letter of Credit Issuer, such Revolving Credit Loan cannot for any reason be made on the date otherwise required above (including as a result of the commencement of a proceeding under any Debtor Relief Law in respect of the Borrower), each Letter of Credit Participant hereby agrees that its participation in such Unpaid Drawing shall remain outstanding in lieu of funding its portion of such Revolving Credit Loan and such Letter of Credit Participant agrees to pay to the Administrative Agent for the account of the Letter of Credit Issuer, forthwith on demand, such amount, together with interest thereon for each day from such date until the date such amount is paid to the Administrative Agent for the account of the Letter of Credit Issuer reimbursed therefor at a rate per annum equal to which shall be the Overnight Base Rate Margin then in effect plus the Base Rate as in effect from time to time then in effect, (plus any administrative, processing or similar fees customarily charged an additional 2% per annum if not reimbursed by the third Business Day after the date of such notice of payment or disbursement), such interest also to be payable on demand. Each Letter of Credit Issuer in connection with shall provide the foregoing. The failure of any Letter of Credit Participant to make available to the Administrative Agent for the account of the Letter of Credit Issuer its Revolving Credit Commitment Percentage Borrower prompt notice of any payment or disbursement made by it under any Letter of Credit issued by it, although the failure of, or delay in, giving any such notice shall not relieve any other Letter of Credit Participant of its obligation hereunder to make available to release or diminish the Administrative Agent for the account of the Letter of Credit Issuer its Revolving Credit Commitment Percentage of any payment under such Letter of Credit on the date required, as specified above, but no Letter of Credit Participant shall be responsible for the failure of any other Letter of Credit Participant to make available to the Administrative Agent such other Letter of Credit Participant’s Revolving Credit Commitment Percentage of any such payment. (b) The obligations of the Borrower under this Section 3.4 2.04 (a) or under any other Section of this Agreement. (b) The Borrower's obligation under this Section 2.04 to reimburse the respective Letter of Credit Issuer with respect to Unpaid Drawings (including, in each case, interest thereon) shall be absolute and unconditional under any and all circumstances and irrespective of any set-offsetoff, counterclaim or defense to payment that which the Borrower or any other Person may have or have had against the such Letter of Credit Issuer, the Administrative Agent or any Lender (including in its capacity as a Letter of Credit Participant)Bank, including including, without limitation, any defense based upon the failure of any drawing payment under a Letter of Credit (each, a “Drawing”) to conform to the terms of such the Letter of Credit or any non-application or misapplication by the beneficiary of the proceeds of such Drawingpayment; provided PROVIDED, that the Borrower shall not be obligated to reimburse the any Letter of Credit Issuer for any wrongful payment made by the such Letter of Credit Issuer under the a Letter of Credit issued by it as a result of acts or omissions constituting willful misconduct or gross negligence on the part of the Letter of Credit Issuer (in either case, as determined in the final, non-appealable judgment of by a court of competent jurisdiction) on the part of such Letter of Credit Issuer.

Agreement to Repay Letter of Credit Drawings. (a) The Borrower hereby agrees to reimburse the Letter of Credit Issuer in Dollars with respect to any drawing under any Letter of CreditIssuer, by making payment, whether with its own funds, with the proceeds of Revolving Credit Loans or any other source, payment to the Administrative Agent for the account of the Letter of Credit Issuer in Dollars in immediately available fundsfunds at the Administrative Agent’s Office, for any payment or disbursement made by the Letter of Credit Issuer under any Letter of Credit issued by it (with respect to each such amount so paid under a Letter of Credit until reimbursed, a an “Unpaid Drawing” (i”) within one Business Day of immediately after, and in any event on the date of of, such payment or disbursement, if the Letter of Credit Issuer provides notice to the Borrower of such payment or disbursement prior to 11:00 a.m. (New York City time) on such next succeeding Business Day after the date of such payment or disbursement or (ii) if such notice is received after such time, on the next Business Day following the date of receipt of such notice (such required date for reimbursement under clause (i) or (ii), as applicable (the “Required Reimbursement Date”)payment, with interest on the amount so paid or disbursed by such the Letter of Credit Issuer, to the extent not reimbursed prior to 5:00 P.M. (New York time) on the date of such payment or disbursement, from and including the date of such payment paid or disbursement disbursed to but excluding the Required Reimbursement Datedate the Letter of Credit Issuer is reimbursed therefor, at the a rate per annum rate for each day equal that shall at all times be the Applicable ABR Margin plus the ABR as in effect from time to the rate described in Section 2.8(a); time, 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 the Letter of Credit Issuer prior to 11:00 a.m. (New York City time) 10:00 A.M. on the Required Reimbursement Date date of such drawing that the Borrower intends to reimburse the 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 to the Administrative Agent requesting that the Lenders with Revolving Credit Commitments make Revolving Credit Loans (which shall initially be ABR Loans) on the Required Reimbursement Date date on which such drawing is honored in an amount equal to the amount of such drawing, drawing and (ii) the Administrative Agent shall promptly notify each Letter of Credit Participant of such drawing and the amount of its Revolving Credit Loan to be made in respect thereofLender shall, and each Letter of Credit 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 Required Reimbursement Date by making the amount of such Revolving Credit Loan available to the Administrative Agent. Such date, make Revolving Credit Loans made in respect of an amount equal to such Unpaid Drawing on such Required Reimbursement Date shall be made without regard to the Minimum Borrowing Amount and without regard to the satisfaction of the conditions set forth in Section 7. The Administrative Agent shall use the proceeds of such Revolving Credit Loans solely for the purpose of reimbursing the Letter of Credit Issuer for the related Unpaid Drawing. If and to the extent such Letter of Credit Participant shall not have so made its Revolving Credit Commitment Percentage of the amount of such payment available to the Administrative Agent for the account of the Letter of Credit Issuer, or that in the sole judgment of the Letter of Credit Issuer, such Revolving Credit Loan cannot for any reason be made on the date otherwise required above (including as a result of the commencement of a proceeding under any Debtor Relief Law in respect of the Borrower), each Letter of Credit Participant hereby agrees that its participation in such Unpaid Drawing shall remain outstanding in lieu of funding its Lender’s pro rata portion of such Revolving Credit Loan and such Letter of Credit Participant agrees to pay to the Administrative Agent for the account of the Letter of Credit Issuer, forthwith on demand, such amount, together with interest thereon for each day from such date until the date such amount is paid to the Administrative Agent for the account of the Letter of Credit Issuer at a rate per annum equal to the Overnight Rate from time to time then Borrowing in effect, plus any administrative, processing or similar fees customarily charged by the Letter of Credit Issuer in connection accordance with the foregoing. The failure provisions of any Letter of Credit Participant to make available to the Administrative Agent for the account of the Letter of Credit Issuer its Revolving Credit Commitment Percentage of any payment under any Letter of Credit shall not relieve any other Letter of Credit Participant of its obligation hereunder to make available to the Administrative Agent for the account of the Letter of Credit Issuer its Revolving Credit Commitment Percentage of any payment under such Letter of Credit on the date required, as specified above, but no Letter of Credit Participant shall be responsible for the failure of any other Letter of Credit Participant to make available to the Administrative Agent such other Letter of Credit Participant’s Revolving Credit Commitment Percentage of any such paymentSection 2.4. (b) The Borrower’s obligations of the Borrower under this Section 3.4 to reimburse the Letter of Credit Issuer with respect to Unpaid Drawings (including, in each case, interest thereon) shall be absolute and unconditional under any and all circumstances and irrespective of any set-offsetoff, counterclaim or defense to payment that the Borrower or any other Person may have or have had against the Letter of Credit Issuer, the Administrative Agent or any Lender (including in its capacity as a Letter of Credit an L/C Participant), including including, without limitation, any defense based upon the failure of any drawing under a Letter of Credit (each, each a “Drawing”) to conform to the terms of such the Letter of Credit or any non-application or misapplication by the beneficiary of the proceeds of such Drawing; , provided that the Borrower shall not be obligated to reimburse the Letter of Credit Issuer for any wrongful payment made by the Letter of Credit Issuer under the Letter of Credit issued by it as a result of acts or omissions constituting willful misconduct or gross negligence on the part of the Letter of Credit Issuer. (c) Each payment by the Letter of Credit Issuer as determined under any Letter of Credit shall constitute a request by the Borrower for an ABR Revolving Credit Loan in the finalamount of the Unpaid Drawing in respect of such Letter of Credit. The Letter of Credit Issuer shall notify the Borrower and the Administrative Agent, non-appealable judgment by 10:00 A.M. (New York time) on any Business Day on which the Letter of Credit Issuer intends to honor a court drawing under a Letter of competent jurisdictionCredit, of (i) the Letter of Credit Issuer’s intention to honor such drawing and (ii) the amount of such drawing. Unless otherwise instructed by the Borrower by 10:30 A.M. (New York time) on such Business Day, 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 Lender shall be irrevocably obligated to make an ABR Revolving Credit Loan to the Borrower in the amount of its Revolving Credit Commitment Percentage of the applicable Unpaid Drawing 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 at the Administrative Agent’s Office. 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.

Agreement to Repay Letter of Credit Drawings. (ai) The Borrower hereby Each Account Party severally agrees to reimburse the Letter of Credit Issuer in Dollars with respect to any drawing under any Letter of Credit(x) each Lender, by making payment, whether with its own funds, with the proceeds of Revolving Credit Loans or any other source, payment to the Administrative Agent for the account of the Letter of Credit Issuer in immediately available funds, for any payment or disbursement made by the Letter of Credit Issuer such Lender under any Several Letter of Credit issued by it for its account (with respect to each such amount so paid under a Letter of Credit or disbursed until reimbursed, a “Several Unpaid Drawing” ”) and (iy) within one Business Day of the date of such respective Fronting Lender directly for any payment or disbursement, if the disbursement made by such Fronting Lender under any Fronted Letter of Credit Issuer provides notice to the Borrower of issued for its account (each such payment amount so paid or disbursement prior to 11:00 a.m. (New York City time) on such next succeeding Business Day after the date of such payment or disbursement or disbursed until reimbursed, a “Fronted Unpaid Drawing”), and (ii) if such notice is received after such timefurthermore, on the next Business Day following Company jointly and severally agrees to reimburse all Several Unpaid Drawings and Fronted Unpaid Drawings in respect of all Letters of Credit issued hereunder for the date account of receipt or at the request of such notice (such required date for reimbursement under clause (i) the Company or (ii)any Designated Subsidiary Account Party, as applicable (the “Required Reimbursement Date”)in each case, with interest on the amount so paid or disbursed by such Letter Lender, to the extent not reimbursed prior to 1:00 p.m. (New York time) on the date of Credit Issuersuch payment or disbursement, from and including the date of such payment paid or disbursement disbursed to but excluding the Required Reimbursement Date, at the per annum rate for each day equal to the 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 the Letter of Credit Issuer prior to 11:00 a.m. (New York City time) on the Required 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 Revolving Credit Loans, the Borrower shall be deemed to have given a Notice of Borrowing requesting that the Lenders with Revolving Credit Commitments make Revolving Credit Loans (which shall be ABR Loans) on the Required Reimbursement Date in an amount equal to the amount of such drawing, and (ii) the Administrative Agent shall promptly notify each Letter of Credit Participant of such drawing and the amount of its Revolving Credit Loan to be made in respect thereof, and each Letter of Credit 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 Required Reimbursement Date by making the amount of such Revolving Credit Loan available to the Administrative Agent. Such Revolving Credit Loans made in respect of such Unpaid Drawing on such Required Reimbursement Date shall be made without regard to the Minimum Borrowing Amount and without regard to the satisfaction of the conditions set forth in Section 7. The Administrative Agent shall use the proceeds of such Revolving Credit Loans solely for the purpose of reimbursing the Letter of Credit Issuer for the related Unpaid Drawing. If and to the extent such Letter of Credit Participant shall not have so made its Revolving Credit Commitment Percentage of the amount of such payment available to the Administrative Agent for the account of the Letter of Credit Issuer, or that in the sole judgment of the Letter of Credit Issuer, such Revolving Credit Loan cannot for any reason be made on the date otherwise required above (including as a result of the commencement of a proceeding under any Debtor Relief Law in respect of the Borrower), each Letter of Credit Participant hereby agrees that its participation in such Unpaid Drawing shall remain outstanding in lieu of funding its portion of such Revolving Credit Loan and such Letter of Credit Participant agrees to pay to the Administrative Agent for the account of the Letter of Credit Issuer, forthwith on demand, such amount, together with interest thereon for each day from such date until the date such amount Lender is paid to the Administrative Agent for the account of the Letter of Credit Issuer reimbursed therefor at a rate per annum equal to which shall be the Overnight Alternate Base Rate as in effect from time to time then in effect(plus an additional 2% per annum, plus any administrativepayable on demand, processing or similar fees customarily charged if not reimbursed by the Letter of Credit Issuer in connection with the foregoing. The failure of any Letter of Credit Participant to make available to the Administrative Agent for the account of the Letter of Credit Issuer its Revolving Credit Commitment Percentage of any payment under any Letter of Credit shall not relieve any other Letter of Credit Participant of its obligation hereunder to make available to the Administrative Agent for the account of the Letter of Credit Issuer its Revolving Credit Commitment Percentage of any payment under such Letter of Credit on third Business Day after the date required, as specified above, but no Letter on which the respective Account Party (or the Company) receives notice from the respective LC Issuer of Credit Participant shall be responsible for the failure of any other Letter of Credit Participant to make available to the Administrative Agent such other Letter of Credit Participant’s Revolving Credit Commitment Percentage of any such paymentpayment or disbursement). (b) The obligations of the Borrower Each Account Party’s obligation under this Section 3.4 2.05 to reimburse the Letter of Credit Issuer each Lender with respect to Unpaid Drawings of such Account Party (including, in each case, interest thereon) shall be absolute and unconditional under any and all circumstances and irrespective of any set-offsetoff, counterclaim or defense to payment that the Borrower or any other Person which such Account Party may have or have had against the Letter of Credit Issuersuch Lender, the Administrative Agent or any Lender (including in its capacity as a Letter of Credit Participant)LC Issuer, including any defense based upon the failure of any drawing under a Letter of Credit (each, a “Drawing”) to conform to the terms of such the Letter of Credit or any non-application or misapplication by the beneficiary of the proceeds of such Drawingdrawing; provided provided, however, that the Borrower no Account Party shall not be obligated to reimburse the Letter of Credit Issuer any Lender for any wrongful payment made by the such Lender under a Letter of Credit Issuer under the Letter of Credit issued by it as a result of acts or omissions constituting willful misconduct or gross negligence on the part of the Letter of Credit Issuer such Lender (as determined in the final, non-appealable judgment of by a court of competent jurisdictionjurisdiction in a final and non-appealable judgment). (c) In determining whether to pay under any Letter of Credit, no LC Issuer shall have any obligation relative to the other Lenders other than to confirm that any documents required to be delivered under such Letter of Credit appear to have been delivered and that they appear to substantially comply on their face with the requirements of such Letter of Credit. Any action taken or omitted to be taken by any LC Issuer under or in connection with any Letter of Credit, if taken or omitted in the absence of such LC Issuer’s gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final and non-appealable judgment), shall not create for such LC Issuer any resulting liability to any Account Party or any of its Affiliates or any Lender. (d) Notwithstanding that a Letter of Credit issued or outstanding hereunder is in support of any obligations of, or is for the account of, a Designated Subsidiary Account Party, the Company shall be obligated to reimburse each Lender or the relevant Fronting Lender, as applicable, hereunder for any Several Unpaid Drawing and any Fronted Unpaid Drawing in respect of all Letters of Credit issued hereunder for the account of or at the request of the Company or any Designated Subsidiary Account Party, in each case, with interest on the amount so paid or disbursed by such Lender and/or such Fronting Lender as described in Section 2.05(a) above. The Company hereby acknowledges that the issuance of Letters of Credit for the account of any Designated Subsidiary Account Party inures to the benefit of the Company, and that the Company’s business derives substantial benefits from the businesses of such Designated Subsidiary Account Parties.

Agreement to Repay Letter of Credit Drawings. (a) The Borrower Company hereby agrees to reimburse the Letter of Credit Issuer in Dollars with respect to any drawing under any Letter of CreditIssuer, by making payment, whether with its own funds, with the proceeds of Revolving Credit Loans or any other source, payment to the Administrative Agent for the account of the Letter of Credit Issuer in immediately available fundsfunds at the Payment Office, for any payment or disbursement made by the Letter of Credit Issuer under any Letter of Credit issued by it (with respect to each such amount so paid under a Letter of Credit or disbursed until reimbursed, a “an "Unpaid Drawing” (i") within no later than one Business Day of following the date of such payment or disbursement, if the Letter of Credit Issuer provides notice to the Borrower of such payment or disbursement prior to 11:00 a.m. (New York City time) on such next succeeding Business Day after the date of such payment or disbursement or (ii) if such notice is received after such time, on the next Business Day following the date of receipt of such notice (such required date for reimbursement under clause (i) or (ii), as applicable (the “Required Reimbursement Date”), with interest on the amount so paid or disbursed by such the Letter of Credit Issuer, to the extent not reimbursed prior to 1:00 P.M. (New York time) on the date of such payment or disbursement, from and including the date of such payment paid or disbursement disbursed to but excluding not including the Required Reimbursement Date, at the per annum rate for each day equal to the 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 date the Letter of Credit Issuer prior to 11:00 a.m. (New York City time) on the Required 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 Revolving Credit Loans, the Borrower shall be deemed to have given a Notice of Borrowing requesting that the Lenders with Revolving Credit Commitments make Revolving Credit Loans (which shall be ABR Loans) on the Required Reimbursement Date in an amount equal to the amount of such drawing, and (ii) the Administrative Agent shall promptly notify each Letter of Credit Participant of such drawing and the amount of its Revolving Credit Loan to be made in respect thereof, and each Letter of Credit 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 Required Reimbursement Date by making the amount of such Revolving Credit Loan available to the Administrative Agent. Such Revolving Credit Loans made in respect of such Unpaid Drawing on such Required Reimbursement Date shall be made without regard to the Minimum Borrowing Amount and without regard to the satisfaction of the conditions set forth in Section 7. The Administrative Agent shall use the proceeds of such Revolving Credit Loans solely for the purpose of reimbursing the Letter of Credit Issuer for the related Unpaid Drawing. If and to the extent such Letter of Credit Participant shall not have so made its Revolving Credit Commitment Percentage of the amount of such payment available to the Administrative Agent for the account of the Letter of Credit Issuer, or that in the sole judgment of the Letter of Credit Issuer, such Revolving Credit Loan cannot for any reason be made on the date otherwise required above (including as a result of the commencement of a proceeding under any Debtor Relief Law in respect of the Borrower), each Letter of Credit Participant hereby agrees that its participation in such Unpaid Drawing shall remain outstanding in lieu of funding its portion of such Revolving Credit Loan and such Letter of Credit Participant agrees to pay to the Administrative Agent for the account of the Letter of Credit Issuer, forthwith on demand, such amount, together with interest thereon for each day from such date until the date such amount is paid to the Administrative Agent for the account of the Letter of Credit Issuer reimbursed therefor at a rate per annum equal to which shall be the Overnight Applicable Margin for Base Rate Loans plus the Base Rate as in effect from time to time then in effect, (plus any administrative, processing or similar fees customarily charged 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. The Letter of Credit Issuer in connection with shall provide the foregoing. The failure of any Letter of Credit Participant to make available to the Administrative Agent for the account of the Letter of Credit Issuer its Revolving Credit Commitment Percentage Company prompt notice of any payment or disbursement made by it under any Letter of Credit issued by it, although the failure of, or delay in, giving any such notice shall not relieve release or diminish the obligations of the Company under this Section 2.04(a) or under any other Letter Section of Credit Participant of its obligation hereunder to make available to the Administrative Agent for the account of the Letter of Credit Issuer its Revolving Credit Commitment Percentage of any payment under such Letter of Credit on the date required, as specified above, but no Letter of Credit Participant shall be responsible for the failure of any other Letter of Credit Participant to make available to the Administrative Agent such other Letter of Credit Participant’s Revolving Credit Commitment Percentage of any such paymentthis Agreement. (b) The obligations of the Borrower Company's obligation under this Section 3.4 2.04 to reimburse the Letter of Credit Issuer with respect to Unpaid Drawings (including, in each case, interest thereon) shall be absolute and unconditional under any and all circumstances circumstances, including, without limitation, those set forth in Section 2.05(e)(i) through (v), inclusive, and irrespective of any set-offsetoff, counterclaim or defense to payment that which the Borrower or any other Person Company may have or have had against the Letter of Credit Issuer, the Administrative Agent or any Lender (including in its capacity as a Letter of Credit Participant)Bank, including 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 such the Letter of Credit or any non-application or misapplication by the beneficiary of the proceeds of such Drawingdrawing; provided provided, however, that the Borrower Company shall not be obligated to reimburse the Letter of Credit Issuer for any wrongful payment made by the Letter of Credit Issuer under the a Letter of Credit issued by it as a result of acts or omissions constituting willful misconduct or gross negligence on the part of the Letter of Credit Issuer as determined in the final, non-appealable judgment of a court of competent jurisdictionIssuer.

Agreement to Repay Letter of Credit Drawings. (a) The Each Borrower hereby severally agrees to reimburse the Letter of Credit Issuer in Dollars with respect to any drawing under any Letter of Credit(x) each Lender, by making payment, whether with its own funds, with the proceeds of Revolving Credit Loans or any other source, payment to the Administrative Agent for the account of the Letter of Credit Issuer in immediately available funds, for any payment or disbursement made by the Letter of Credit Issuer such Lender under any Several Letter of Credit issued by it for its account (with respect to each such amount so paid under a Letter of Credit or disbursed until reimbursed, a “"Several Unpaid Drawing” ") and (iy) within the respective Fronting Lender directly for any payment or disbursement made by such Fronting Lender under any Fronted Letter of Credit issued for its account (each such amount so paid or disbursed until reimbursed, a "Fronted Unpaid Drawing"), in each case, no later than one Business Day of following the date of such payment or disbursement, if the Letter of Credit Issuer provides notice to the Borrower of such payment or disbursement prior to 11:00 a.m. (New York City time) on such next succeeding Business Day after the date of such payment or disbursement or (ii) if such notice is received after such time, on the next Business Day following the date of receipt of such notice (such required date for reimbursement under clause (i) or (ii), as applicable (the “Required Reimbursement Date”), with interest on the amount so paid or disbursed by such Letter Lender, to the extent not reimbursed prior to 1:00 p.m. (New York time) on the date of Credit Issuersuch payment or disbursement, from and including the date of such payment paid or disbursement disbursed to but excluding the Required Reimbursement Date, at the per annum rate for each day equal to the 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 the Letter of Credit Issuer prior to 11:00 a.m. (New York City time) on the Required 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 Revolving Credit Loans, the Borrower shall be deemed to have given a Notice of Borrowing requesting that the Lenders with Revolving Credit Commitments make Revolving Credit Loans (which shall be ABR Loans) on the Required Reimbursement Date in an amount equal to the amount of such drawing, and (ii) the Administrative Agent shall promptly notify each Letter of Credit Participant of such drawing and the amount of its Revolving Credit Loan to be made in respect thereof, and each Letter of Credit 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 Required Reimbursement Date by making the amount of such Revolving Credit Loan available to the Administrative Agent. Such Revolving Credit Loans made in respect of such Unpaid Drawing on such Required Reimbursement Date shall be made without regard to the Minimum Borrowing Amount and without regard to the satisfaction of the conditions set forth in Section 7. The Administrative Agent shall use the proceeds of such Revolving Credit Loans solely for the purpose of reimbursing the Letter of Credit Issuer for the related Unpaid Drawing. If and to the extent such Letter of Credit Participant shall not have so made its Revolving Credit Commitment Percentage of the amount of such payment available to the Administrative Agent for the account of the Letter of Credit Issuer, or that in the sole judgment of the Letter of Credit Issuer, such Revolving Credit Loan cannot for any reason be made on the date otherwise required above (including as a result of the commencement of a proceeding under any Debtor Relief Law in respect of the Borrower), each Letter of Credit Participant hereby agrees that its participation in such Unpaid Drawing shall remain outstanding in lieu of funding its portion of such Revolving Credit Loan and such Letter of Credit Participant agrees to pay to the Administrative Agent for the account of the Letter of Credit Issuer, forthwith on demand, such amount, together with interest thereon for each day from such date until the date such amount Lender is paid to the Administrative Agent for the account of the Letter of Credit Issuer reimbursed therefor at a rate per annum equal to which shall be the Overnight Alternate Base Rate as in effect from time to time then in effect(plus an additional 2% per annum, plus any administrativepayable on demand, processing or similar fees customarily charged if not reimbursed by the Letter of Credit Issuer in connection with the foregoing. The failure of any Letter of Credit Participant to make available to the Administrative Agent for the account of the Letter of Credit Issuer its Revolving Credit Commitment Percentage of any payment under any Letter of Credit shall not relieve any other Letter of Credit Participant of its obligation hereunder to make available to the Administrative Agent for the account of the Letter of Credit Issuer its Revolving Credit Commitment Percentage of any payment under such Letter of Credit on third Business Day after the date required, as specified above, but no Letter on which the respective Borrower receives notice from the respective LC Issuer of Credit Participant shall be responsible for the failure of any other Letter of Credit Participant to make available to the Administrative Agent such other Letter of Credit Participant’s Revolving Credit Commitment Percentage of any such paymentpayment or disbursement). (b) The obligations of the Borrower Each Borrower's obligation under this Section 3.4 3.05 to reimburse the Letter of Credit Issuer each Lender with respect to Unpaid Drawings of such Borrower (including, in each case, interest thereon) shall be absolute and unconditional under any and all circumstances and irrespective of any set-offsetoff, counterclaim or defense to payment that the which such Borrower or any other Person may have or have had against the Letter of Credit such Lender, or any LC Issuer, the Administrative Agent or any Lender (including in its capacity as a Letter of Credit Participant)including, 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 such the Letter of Credit or any non-application or misapplication by the beneficiary of the proceeds of such Drawingdrawing; provided provided, however, that the no Borrower shall not be obligated to reimburse the Letter of Credit Issuer any Lender for any wrongful payment made by the such Lender under a Letter of Credit Issuer under the Letter of Credit issued by it as a result of acts or omissions constituting willful misconduct or gross negligence on the part of the Letter of Credit Issuer such Lender (as determined in the final, non-appealable judgment of by a court of competent jurisdictionjurisdiction in a final and non-appealable decision). (c) In determining whether to pay under any Letter of Credit, no LC Issuer shall have any obligation relative to the other Lenders other than to confirm that any documents required to be delivered under such Letter of Credit appear to have been delivered and that they appear to substantially comply on their face with the requirements of such Letter of Credit. Any action taken or omitted to be taken by any LC Issuer under or in connection with any Letter of Credit, if taken or omitted in the absence of such LC Issuer's gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final and non-appealable decision), shall not create for such LC Issuer any resulting liability to any Borrower or any of its Affiliates or any Lender.

Agreement to Repay Letter of Credit Drawings. (a) The Borrower hereby agrees to reimburse the each Letter of Credit Issuer in Dollars with respect to any drawing under any Letter of CreditIssuer, by making payment, whether with its own funds, with the proceeds of Revolving Credit Loans or any other source, payment to the Administrative Agent for the account of the Letter of Credit Issuer Payments Administrator in U.S. dollars and immediately available fundsfunds at the Payments Administrator's Office, for any payment or disbursement made by the such Letter of Credit Issuer under any Letter of Credit issued by it (with respect to each such amount so paid under a Letter of Credit until reimbursed, a “an "Unpaid Drawing” (i") within one Business Day of immediately after, and in any event on the date of of, notice given by such payment or disbursement, if the Letter of Credit Issuer provides notice to the Borrower of such payment or disbursement prior (which notice each Letter of Credit Issuer hereby agrees to 11:00 a.m. (New York City time) on such next succeeding Business Day give promptly after the date making of such any payment or disbursement or (ii) if such notice is received after such time, on the next Business Day following the date under a Letter of receipt of such notice (such required date for reimbursement under clause (i) or (ii), as applicable (the “Required Reimbursement Date”Credit), with interest on the amount so paid or disbursed by such Letter of Credit Issuer, from and including to the extent not reimbursed prior to 1:00 P.M. (New York time) on the date of such payment or disbursement disbursement, from and including the date paid or disbursed to but excluding the Required Reimbursement Date, at the per annum rate for each day equal to the 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 the date such Letter of Credit Issuer prior to 11:00 a.m. (New York City time) on the Required 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 Revolving Credit Loansis reimbursed therefor, the Borrower shall be deemed to have given a Notice of Borrowing requesting that the Lenders with Revolving Credit Commitments make Revolving Credit Loans (which shall be ABR Loans) on the Required Reimbursement Date in an amount equal to the amount of such drawing, and (ii) the Administrative Agent shall promptly notify each Letter of Credit Participant of such drawing and the amount of its Revolving Credit Loan to be made in respect thereof, and each Letter of Credit 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 Required Reimbursement Date by making the amount of such Revolving Credit Loan available to the Administrative Agent. Such Revolving Credit Loans made in respect of such Unpaid Drawing on such Required Reimbursement Date shall be made without regard to the Minimum Borrowing Amount and without regard to the satisfaction of the conditions set forth in Section 7. The Administrative Agent shall use the proceeds of such Revolving Credit Loans solely for the purpose of reimbursing the Letter of Credit Issuer for the related Unpaid Drawing. If and to the extent such Letter of Credit Participant shall not have so made its Revolving Credit Commitment Percentage of the amount of such payment available to the Administrative Agent for the account of the Letter of Credit Issuer, or that in the sole judgment of the Letter of Credit Issuer, such Revolving Credit Loan cannot for any reason be made on the date otherwise required above (including as a result of the commencement of a proceeding under any Debtor Relief Law in respect of the Borrower), each Letter of Credit Participant hereby agrees that its participation in such Unpaid Drawing shall remain outstanding in lieu of funding its portion of such Revolving Credit Loan and such Letter of Credit Participant agrees to pay to the Administrative Agent for the account of the Letter of Credit Issuer, forthwith on demand, such amount, together with interest thereon for each day from such date until the date such amount is paid to the Administrative Agent for the account of the Letter of Credit Issuer at a rate per annum equal to which shall be the Overnight Reference Rate as in effect from time to time then in effect, (plus any administrative, processing or similar fees customarily charged an additional 2% per annum if not reimbursed by the second Business Day following any such notice of payment or disbursement), such interest to be payable on demand. Notwithstanding the foregoing, to the extent that a Letter of Credit Issuer in connection with the foregoing. The failure of any a Letter of Credit Participant denominated in a currency other than U.S. dollars has agreed in writing to make available to such arrangement at the Administrative Agent for the account time of the issuance of such Letter of Credit Issuer its Revolving Credit Commitment Percentage of Credit, the Borrower shall reimburse any payment under any Letter of Credit shall not relieve any other Letter of Credit Participant of its obligation hereunder to make available to Drawing thereunder in the Administrative Agent for the account of the Letter of Credit Issuer its Revolving Credit Commitment Percentage of any payment under currency in which such Letter of Credit on the date requiredis denominated, as specified above, but no Letter of Credit Participant shall be responsible for the failure of any other Letter of Credit Participant to make available to the Administrative Agent such other Letter of Credit Participant’s Revolving Credit Commitment Percentage of provided that (x) if any such paymentDrawing 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 U.S. dollars and in immediately available funds. (b) The Borrower's obligations of the Borrower under this Section 3.4 2.04 to reimburse the each Letter of Credit Issuer with respect to 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 set-offsetoff, counterclaim or defense to payment that which the Borrower or any other Person may have or have had against the Letter of Credit Issuer, the Administrative Agent or any Lender Bank (including in its capacity as a Letter of Credit Issuer or as a Participant), including including, without limitation, any defense based upon the failure of any drawing under a Letter of Credit (each, each a “"Drawing”") to conform to the terms of such the Letter of Credit or any non-application or misapplication by the beneficiary of the proceeds of such Drawing; , provided that the Borrower shall not be obligated to reimburse the respective Letter of Credit Issuer for any wrongful payment made by the such Letter of Credit Issuer under the a Letter of Credit issued by it as a result of acts or omissions constituting willful misconduct or gross negligence on the part of the such Letter of Credit Issuer as determined in the final, non-appealable judgment of a court of competent jurisdictionIssuer.

Agreement to Repay Letter of Credit Drawings. (a) The Borrower hereby agrees to reimburse the Letter of Credit Issuer in Dollars with respect to any drawing under any Letter of CreditIssuer, by making payment, whether with its own funds, with the proceeds of Revolving Credit Loans or any other source, payment to the Administrative Agent for the account of the Letter of Credit Issuer in immediately available fundsfunds at the Payment Office, for any payment or disbursement made by the Letter of Credit Issuer under any Letter of Credit issued by it (with respect to each such amount so paid under a Letter of Credit or disbursed until reimbursed, a “an "Unpaid Drawing” (i") within one Business Day of immediately after, and in any event on the date of on which, such payment or disbursement, if the Letter of Credit Issuer provides notice to notifies the Agent and the Borrower of such payment or disbursement prior to 11:00 a.m. (New York City time) on such next succeeding Business Day after the date of such payment or disbursement or (ii) if such notice is received after such time, on the next Business Day following the date of receipt of such notice (such required date for reimbursement under clause (i) or (ii), as applicable (the “Required Reimbursement Date”)disbursement, with interest on the amount so paid or disbursed by such Letter of Credit Issuer, from and including to the extent not reimbursed prior to 1:00 P.M. (New York time) on the date of such payment or disbursement disbursement, from and including the date paid or disbursed to but excluding not including the Required Reimbursement Date, at the per annum rate for each day equal to the 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 date the Letter of Credit Issuer prior to 11:00 a.m. (New York City time) on the Required 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 Revolving Credit Loans, the Borrower shall be deemed to have given a Notice of Borrowing requesting that the Lenders with Revolving Credit Commitments make Revolving Credit Loans (which shall be ABR Loans) on the Required Reimbursement Date in an amount equal to the amount of such drawing, and (ii) the Administrative Agent shall promptly notify each Letter of Credit Participant of such drawing and the amount of its Revolving Credit Loan to be made in respect thereof, and each Letter of Credit 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 Required Reimbursement Date by making the amount of such Revolving Credit Loan available to the Administrative Agent. Such Revolving Credit Loans made in respect of such Unpaid Drawing on such Required Reimbursement Date shall be made without regard to the Minimum Borrowing Amount and without regard to the satisfaction of the conditions set forth in Section 7. The Administrative Agent shall use the proceeds of such Revolving Credit Loans solely for the purpose of reimbursing the Letter of Credit Issuer for the related Unpaid Drawing. If and to the extent such Letter of Credit Participant shall not have so made its Revolving Credit Commitment Percentage of the amount of such payment available to the Administrative Agent for the account of the Letter of Credit Issuer, or that in the sole judgment of the Letter of Credit Issuer, such Revolving Credit Loan cannot for any reason be made on the date otherwise required above (including as a result of the commencement of a proceeding under any Debtor Relief Law in respect of the Borrower), each Letter of Credit Participant hereby agrees that its participation in such Unpaid Drawing shall remain outstanding in lieu of funding its portion of such Revolving Credit Loan and such Letter of Credit Participant agrees to pay to the Administrative Agent for the account of the Letter of Credit Issuer, forthwith on demand, such amount, together with interest thereon for each day from such date until the date such amount is paid to the Administrative Agent for the account of the Letter of Credit Issuer reimbursed therefor at a rate per annum equal which shall be the rate then applicable to the Overnight Base Rate from time to time then in effect, Loans (plus any administrative, processing or similar fees customarily charged an additional 2% per annum if not reimbursed by the Letter of Credit Issuer in connection with the foregoing. The failure of any Letter of Credit Participant to make available to the Administrative Agent for the account of the Letter of Credit Issuer its Revolving Credit Commitment Percentage of any payment under any Letter of Credit shall not relieve any other Letter of Credit Participant of its obligation hereunder to make available to the Administrative Agent for the account of the Letter of Credit Issuer its Revolving Credit Commitment Percentage of any payment under such Letter of Credit on third Business Day after the date requiredof such payment or disbursement), as specified above, but no Letter of Credit Participant shall such interest also to be responsible for the failure of any other Letter of Credit Participant to make available to the Administrative Agent such other Letter of Credit Participant’s Revolving Credit Commitment Percentage of any such paymentpayable on demand. (b) The obligations of the Borrower Borrower's obligation under this Section 3.4 2.4 to reimburse the Letter of Credit Issuer with respect to Unpaid Drawings (including, in each case, interest thereon) shall be absolute and unconditional under any and all circumstances and irrespective of any set-offsetoff, counterclaim or defense to payment that which the Borrower or any other Person may have or have had against the Letter of Credit Issuer, the Administrative Agent or any Lender (including in its capacity as a Letter of Credit Participant)Lender, including 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 such the Letter of Credit or any non-application or misapplication by the beneficiary of the proceeds of such Drawing; drawing provided that that, to the -------- extent the Borrower has derived no benefit therefrom, the Borrower shall not be obligated to reimburse the Letter of Credit Issuer for any wrongful payment made by the such Letter of Credit Issuer under the a Letter of Credit issued by it as a result of acts or omissions constituting willful misconduct or gross negligence on the part of the such Letter of Credit Issuer Issuer, provided, further, that the -------- ------- foregoing shall not impair the Borrower's right to claim damages suffered as determined in the final, non-appealable judgment a result of a court of competent jurisdictionsuch wrongful payment made.

Agreement to Repay Letter of Credit Drawings. (a) The Borrower hereby agrees to reimburse the applicable Letter of Credit Issuer in Dollars (or, in respect of Letters of Credit denominated in an Alternative Currency, such Alternative Currency) with respect to any drawing under any Letter of Credit, by making payment, whether with its own funds, with the proceeds of Revolving Credit Loans or any other source, to the Administrative Agent for the account of the Letter of Credit Issuer in immediately available funds, for any payment or disbursement made by the applicable Letter of Credit Issuer under any Letter of Credit issued by it (with respect to each such amount so paid under a Letter of Credit until reimbursed, a “Unpaid Drawing” ”) (i) within one Business Day of the date of such payment or disbursement (or within two Business Days from such date of payment or disbursement, if the aggregate Revolving Credit Exposures of the applicable Class of Lenders equals the Total Revolving Credit Commitments of such Class of Lenders on the date of payment or disbursement), if the applicable Letter of Credit Issuer provides notice to the Borrower of such payment or disbursement prior to 11:00 a.m. (New York City time) on such next succeeding Business Day after the date of such payment or disbursement or (ii) if such notice is received after such time, on the next Business Day from the receipt of such notice (or within two Business Days from the receipt of such notice, if the aggregate Revolving Credit Exposures of the applicable Class of Lenders equals the Total Revolving Credit Commitments of such Class of Lenders on the date of payment or disbursement) following the date of receipt of such notice (such required date for reimbursement under clause (i) or (ii), as applicable applicable, (the “Required Reimbursement Date”), with interest on the amount so paid or disbursed by such Letter of Credit Issuer, from and including the date of such payment or disbursement to but excluding the Required Reimbursement Date, at the per annum rate for each day equal to the 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 the applicable Letter of Credit Issuer prior to 11:00 a.m. (New York City time) on the Required Reimbursement Date that the Borrower intends intend to reimburse the 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 the Lenders with Revolving Credit Commitments make Revolving Credit Loans (which shall be ABR Loans) on the Required Reimbursement Date in an amount equal to the amount of such drawing, and (ii) the Administrative Agent shall promptly notify each Letter of Credit Participant of such drawing and the amount of its Revolving Credit Loan to be made in respect thereof, and each Letter of Credit 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 Required Reimbursement Date by making the amount of such Revolving Credit Loan available to the Administrative Agent. Such Revolving Credit Loans made in respect of such Unpaid Drawing on such Required Reimbursement Date shall be made without regard to the Minimum Borrowing Amount and without regard to the satisfaction of the conditions set forth in Section 7. The Administrative Agent shall use the proceeds of such Revolving Credit Loans solely for the purpose of reimbursing the applicable Letter of Credit Issuer for the related Unpaid Drawing. If and to the extent such Letter of Credit Participant shall not have so made its Revolving Credit Commitment Percentage of the amount of such payment available to the Administrative Agent for the account of the Letter of Credit Issuer, or that in the sole judgment of the applicable Letter of Credit Issuer, such Revolving Credit Loan cannot for any reason be made on the date otherwise required above (including as a result of the commencement of a proceeding under any Debtor Relief Law in respect of the Borrower), each Letter of Credit Participant hereby agrees that its participation in such Unpaid Drawing shall remain outstanding in lieu of funding its portion of such Revolving Credit Loan and such Letter of Credit Participant agrees to pay to the Administrative Agent for the account of the applicable Letter of Credit Issuer, forthwith on demand, such amount, together with interest thereon for each day from such date until the date such amount is paid to the Administrative Agent for the account of the Letter of Credit Issuer at a rate per annum equal to the Overnight Rate from time to time then in effect, plus any administrative, processing or similar fees customarily charged by the applicable Letter of Credit Issuer in connection with the foregoing. The failure of any Letter of Credit Participant to make available to the Administrative Agent for the account of the such Letter of Credit Issuer its Revolving Credit Commitment Percentage of any payment under any Letter of Credit shall not relieve any other Letter of Credit Participant of its obligation hereunder to make available to the Administrative Agent for the account of the such Letter of Credit Issuer its Revolving Credit Commitment Percentage of any payment under such Letter of Credit on the date required, as specified above, but no Letter of Credit Participant shall be responsible for the failure of any other Letter of Credit Participant to make available to the Administrative Agent such other Letter of Credit Participant’s Revolving Credit Commitment Percentage of any such payment. (b) The obligations of the Borrower under this Section 3.4 to reimburse the applicable Letter of Credit Issuer with respect to Unpaid Drawings (including, in each case, interest thereon) shall be absolute and unconditional under any and all circumstances and irrespective of any set-off, counterclaim or defense to payment that the Borrower or any other Person may have or have had against the such Letter of Credit Issuer, the Administrative Agent or any Lender (including in its capacity as a Letter of Credit Participant), including any defense based upon the failure of any drawing under a Letter of Credit (each, a “Drawing”) to conform to the terms of such Letter of Credit or any non-application or misapplication by the beneficiary of the proceeds of such Drawing; provided that the Borrower shall not be obligated to reimburse the a Letter of Credit Issuer for any wrongful payment made by the such Letter of Credit Issuer under the Letter of Credit issued by it as a result of acts or omissions constituting willful misconduct misconduct, bad faith or gross negligence on the part of the Letter of Credit Issuer as determined in the final, non-appealable judgment of a court of competent jurisdiction.

Agreement to Repay Letter of Credit Drawings. (ai) The Borrower hereby agrees to reimburse Each U.S. Borrower, in the case of a Letter of Credit Issuer issued for the account of a U.S. Borrower, hereby jointly and severally agrees, and (ii) each Dutch Borrower, in Dollars with respect to any drawing under any the case of a Letter of CreditCredit issued for the account of a Dutch Borrower, hereby jointly and severally agrees, in each case, to reimburse each Issuing Lender, by making payment, whether with its own funds, with the proceeds of Revolving Credit Loans or any other source, payment to the Administrative Agent Agent, for the account of the Letter applicable Issuing Bank, in U.S. Dollars (or, in the case of Credit Issuer any unreimbursed payment made in Euros or an Acceptable Foreign Currency, such currency) in immediately available fundsfunds at the Payment Office, for any payment or disbursement made by the Letter of Credit Issuer such Issuing Lender under any Letter of Credit issued by it for the account of any U.S. Borrower or any Dutch Borrower, as applicable (with respect to each such amount amount, so paid under a Letter of Credit until reimbursedreimbursed by such U.S. Borrower or such Dutch Borrower, a as applicable, an “Unpaid Drawing” (i) within ”), not later than one Business Day following receipt by any U.S. Borrower or any Dutch Borrower, as the case may be, of the date of such payment or disbursement, if the Letter of Credit Issuer provides notice to the Borrower of such payment or disbursement prior to 11:00 a.m. (New York City time) on such next succeeding Business Day after the date of such payment or disbursement or (ii) if provided that no such notice is received after such timeshall be required to be given if a Default or an Event of Default under Section 11.05 shall have occurred and be continuing, on in which case the next Business Day following 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 date of receipt of such notice (such required date for reimbursement under clause (i) or (iiBorrowers to the extent permitted by applicable law), as applicable (the “Required Reimbursement Date”), with interest on the amount so paid or disbursed by such Letter of Credit IssuerIssuing Lender, from and including the date of such payment or disbursement to but excluding the Required Reimbursement Date, at the per annum rate for each day equal to the 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 the Letter of Credit Issuer extent not reimbursed prior to 11:00 a.m. 2:00 P.M. (New York City time) on the Required 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 Revolving Credit Loans, the Borrower shall be deemed to have given a Notice of Borrowing requesting that the Lenders with Revolving Credit Commitments make Revolving Credit Loans (which shall be ABR Loans) on the Required Reimbursement Date in an amount equal to the amount of such drawing, and (ii) the Administrative Agent shall promptly notify each Letter of Credit Participant of such drawing and the amount of its Revolving Credit Loan to be made in respect thereof, and each Letter of Credit 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 Required Reimbursement Date by making the amount of such Revolving Credit Loan available to the Administrative Agent. Such Revolving Credit Loans made in respect of such Unpaid Drawing on such Required Reimbursement Date shall be made without regard to the Minimum Borrowing Amount and without regard to the satisfaction of the conditions set forth in Section 7. The Administrative Agent shall use the proceeds of such Revolving Credit Loans solely for the purpose of reimbursing the Letter of Credit Issuer for the related Unpaid Drawing. If and to the extent such Letter of Credit Participant shall not have so made its Revolving Credit Commitment Percentage of the amount date of such payment available to the Administrative Agent for the account of the Letter of Credit Issuer, or that in the sole judgment of the Letter of Credit Issuer, such Revolving Credit Loan cannot for any reason be made on disbursement from and including the date otherwise required above (including as a result of the commencement of a proceeding under any Debtor Relief Law in respect of the Borrower), each Letter of Credit Participant hereby agrees that its participation in such Unpaid Drawing shall remain outstanding in lieu of funding its portion of such Revolving Credit Loan and such Letter of Credit Participant agrees paid or disbursed to pay to the Administrative Agent for the account of the Letter of Credit Issuer, forthwith on demand, such amount, together with interest thereon for each day from such date until but excluding the date such amount is paid to the Administrative Agent for the account of the Letter of Credit Issuer Issuing Lender was reimbursed by any U.S. Borrower or any Dutch Borrower, as applicable, at a rate per annum equal to the Overnight Base Rate as in effect from time to time then plus the Applicable Margin as in effecteffect from time to time for U.S. Dollar Denominated Revolving Loans that are maintained as Base Rate Loans; provided, however, to the extent such amounts are not reimbursed prior to 2:00 P.M. (New York City time) on the third Business Day following the receipt by any U.S. Borrower or any Dutch Borrower, as applicable, 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 any U.S. Borrower or any Dutch Borrower, as applicable) at a rate per annum equal to the Base Rate as in effect from time to time plus any administrativethe Applicable Margin for U.S. Dollar Denominated Revolving Loans that are maintained as Base Rate Loans as in effect from time to time plus 2%, processing or similar fees customarily charged by with such interest to be payable on demand. Amounts paid to the Letter of Credit Issuer Administrative Agent in connection accordance with the foregoingimmediately preceding sentence shall be promptly disbursed to the applicable Issuing Lender. The failure Each Issuing Lender shall give the applicable U.S. Borrowers or Dutch Borrowers, as the case may be, prompt written notice of each Drawing under any Letter of Credit Participant issued by it for the account of such U.S. Borrowers or Dutch Borrowers, as the case may be; provided that the failure to give any such notice shall in no way affect, impair or diminish the obligations of any such Borrower to reimburse such Unpaid Drawing. Each Drawing under any Letter of Credit shall (unless (x) the Company notifies the Administrative Agent in writing to the contrary, (y) the Borrowers are unable to satisfy the conditions precedent to the making of Revolving Loans set forth in Section 7, or (z) (i) with respect to Drawings under Letters of Credit issued for the account of any U.S. Borrower, the Aggregate U.S. Borrower Exposure at such time exceeds 100% (or, during an Agent Advance Period, 105%) of the U.S. Borrowing Base at such time, (ii) with respect to Drawings under Letters of Credit issued for the account of any Dutch Borrower, the Aggregate Dutch Borrower Exposure at such time exceeds the 100% (or, during an Agent Advance Period, 105%) of the Dutch Borrowing Base at such time, (iii) the Aggregate Exposure at such time exceeds the Total Revolving Loan Commitment at such time or (iv) during a Reduced Availability Period, Excess Availability is less than 10% of Availability at such time, in which case the procedures specified above in this Section 3.05 and in Section 3.04 for funding by the Participants shall apply) constitute a request by the applicable Borrower to the Administrative Agent for a Borrowing of Revolving Loans pursuant to Section 2.03(a) constituting Base Rate Loans (or, at the option of the Administrative Agent and the Swingline Lender in their sole discretion, a Borrowing of Swingline Loans pursuant to Section 2.03(b)) in the amount of such Drawing, and the date with respect to such Borrowing shall be the date of payment of the relevant Drawing (it being understood that, in each such case, the Administrative Agent shall notify the Lenders (or the Swingline Lender, as applicable) thereof and the Lenders (or the Swingline Lender, as applicable) shall make available to the Administrative Agent for their pro rata portion of such Borrowing (or, in the account case of Swingline Loans, the Letter of Credit Issuer its Revolving Credit Commitment Percentage of any payment under any Letter of Credit shall not relieve any other Letter of Credit Participant of its obligation hereunder to Swingline Lender will make available to the Administrative Agent for full amount thereof) and the account of the Letter of Credit Issuer its Revolving Credit Commitment Percentage of any payment under such Letter of Credit on the date required, as specified above, but no Letter of Credit Participant proceeds thereof shall be responsible applied to reimburse the respective Issuing Lender for the failure of any other Letter of Credit Participant to make available to the Administrative Agent such other Letter of Credit Participant’s Revolving Credit Commitment Percentage of any such paymentDrawing). (b) The joint and several obligations of the Borrower U.S. Borrowers, in the case of a Letter of Credit issued for the account of a U.S. Borrower, or the Dutch Borrowers, in the case of a Letter of Credit issued for the account of a Dutch Borrower, as the case may be, under this Section 3.4 3.05 to reimburse the Letter of Credit Issuer each Issuing Lender with respect to Unpaid Drawings 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 set-offsetoff, counterclaim or defense to payment that which the Company, any other Borrower or any other Person Subsidiary of the Company 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 Letter of Credit Participant), including any defense based upon the failure of any drawing under a Letter of Credit (each, a “Drawing”) to conform to the terms of such the Letter of Credit or any non-application nonapplication or misapplication by the beneficiary of the proceeds of such Drawing; provided that the Borrower foregoing shall not be obligated construed to reimburse excuse the Issuing Lender 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 the Borrower to the extent permitted by applicable law) suffered by the Borrower that are caused by the Issuing Lender’s failure to exercise care when determining whether drafts and other documents presented under a Letter of Credit Issuer for comply with the terms thereof. (c) If any wrongful payment made by the Lender becomes a Defaulting Lender at any time that any Letter of Credit Issuer under is outstanding, the U.S. Borrowers or the Dutch Borrowers, as applicable, shall enter into Letter of Credit issued 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 to the extent required by it as a result of acts or omissions constituting willful misconduct or gross negligence on the part of the Letter of Credit Issuer as determined in the final, non-appealable judgment of a court of competent jurisdictionSection 2.15(a).

Agreement to Repay Letter of Credit Drawings. (a) The US Borrower or the UK Borrower, as the case may be, hereby agrees to reimburse the Letter of Credit Issuer in Dollars with respect to any drawing under any Letter of CreditIssuer, by making payment, whether with its own funds, with the proceeds of Revolving Credit Loans or any other source, payment to the Administrative Agent for in Dollars or in the account of applicable Foreign Currency, as the Letter of Credit Issuer case may be, in immediately available fundsfunds at the Administrative Agent's Office, for any payment or disbursement made by the Letter of Credit Issuer under any Letter of Credit issued by it (with respect to each such amount (including the Dollar Equivalent thereof) so paid under a Letter of Credit until reimbursed, a “an "Unpaid Drawing” (i") within one Business Day of immediately after, and in any event on the date of of, such payment or disbursement, if the Letter of Credit Issuer provides notice to the Borrower of such payment or disbursement prior to 11:00 a.m. (New York City time) on such next succeeding Business Day after the date of such payment or disbursement or (ii) if such notice is received after such time, on the next Business Day following the date of receipt of such notice (such required date for reimbursement under clause (i) or (ii), as applicable (the “Required Reimbursement Date”)payment, with interest on the amount so paid or disbursed by such the Letter of Credit Issuer, to the extent not reimbursed prior to 5:00 p.m. (Local Time) on the date of such payment or disbursement, from and including the date of such payment paid or disbursement disbursed to but excluding the Required Reimbursement Date, date the Letter of Credit Issuer is reimbursed therefor at the a rate per annum rate for each day equal that shall at all times be the Applicable ABR Margin plus the ABR as in effect from time to the rate described in Section 2.8(a); time, provided that, notwithstanding anything contained in this Agreement to the contrary, with respect to any Letter of Credit, (i) unless the US Borrower or the UK Borrower, as the case may be, shall have notified the Administrative Agent and the Letter of Credit Issuer prior to 11:00 10:00 a.m. (New York City timeLocal Time) on the Required Reimbursement Date date of such drawing that the US Borrower or the UK Borrower, as the case may be, intends to reimburse the Letter of Credit Issuer for the amount of such drawing with funds other than the proceeds of Revolving Credit Loans, the US Borrower or the UK Borrower, as the case may be, shall be deemed to have given a Notice of Borrowing to the Administrative Agent requesting that the Lenders with make Dollar Revolving Credit Commitments make Loans (which shall initially be ABR Loans) or Foreign Currency Revolving Credit Loans (which shall be ABR Loans) Eurodollar Loans with an Interest Period of one month denominated in Sterling or Euro), as the case may be, on the Required Reimbursement Date date on which such drawing is honored in an amount equal to the amount of such drawing, drawing and (ii) the Administrative Agent shall promptly notify each Letter of Credit L/C Participant of such drawing and the amount of its Revolving Credit Loan to be made in respect thereof, and (x) in respect of Dollar Letters of Credit, each Letter of Credit L/C Participant shall be irrevocably obligated to make a Dollar Revolving Credit Loan that is an ABR Loan to the US Borrower in or the manner deemed to have been requested UK Borrower, as the case may be, in the amount of its Revolving Credit Commitment Percentage of the applicable Unpaid Drawing by 12:00 noon (New York City timeLocal Time) on such Required Reimbursement Date Business Day by making the amount of such Dollar Revolving Credit Loan available to the Administrative Agent at the Administrative Agent's Office and (y) in respect of Foreign Currency Letters of Credit, each L/C Participant shall be irrevocably obligated to make a Foreign Currency Revolving Credit Loan that is a Eurodollar Loan with an Interest Period of one month to the US Borrower or the UK Borrower, as the case may be, denominated in Sterling in the amount of its Revolving Credit Commitment Percentage of the applicable Unpaid Drawing by 12:00 noon (London time) on such Business Day by making the amount of such Foreign Currency Revolving Credit Loan available to the Administrative Agent at the Administrative Agent's Office. Such Revolving Credit Loans made in respect of such Unpaid Drawing on such Required Reimbursement Date or Foreign Currency Revolving Credit Loans, as the case may be, shall be made without regard to the Minimum Borrowing Amount and without regard to the satisfaction of the conditions set forth in Section 7Amount. The Administrative Agent shall use the proceeds of such Revolving Credit Loans solely for the purpose of reimbursing the Letter of Credit Issuer for the related Unpaid Drawing. If and to the extent such Letter of Credit Participant shall not have so made its Revolving Credit Commitment Percentage of the amount of such payment available to the Administrative Agent for the account of the Letter of Credit Issuer, or that in the sole judgment of the Letter of Credit Issuer, such Revolving Credit Loan cannot for any reason be made on the date otherwise required above (including as a result of the commencement of a proceeding under any Debtor Relief Law in respect of the Borrower), each Letter of Credit Participant hereby agrees that its participation in such Unpaid Drawing shall remain outstanding in lieu of funding its portion of such Revolving Credit Loan and such Letter of Credit Participant agrees to pay to the Administrative Agent for the account of the Letter of Credit Issuer, forthwith on demand, such amount, together with interest thereon for each day from such date until the date such amount is paid to the Administrative Agent for the account of the Letter of Credit Issuer at a rate per annum equal to the Overnight Rate from time to time then in effect, plus any administrative, processing or similar fees customarily charged by the Letter of Credit Issuer in connection with the foregoing. The failure of any Letter of Credit Participant to make available to the Administrative Agent for the account of the Letter of Credit Issuer its Revolving Credit Commitment Percentage of any payment under any Letter of Credit shall not relieve any other Letter of Credit Participant of its obligation hereunder to make available to the Administrative Agent for the account of the Letter of Credit Issuer its Revolving Credit Commitment Percentage of any payment under such Letter of Credit on the date required, as specified above, but no Letter of Credit Participant shall be responsible for the failure of any other Letter of Credit Participant to make available to the Administrative Agent such other Letter of Credit Participant’s Revolving Credit Commitment Percentage of any such payment. (b) The US Borrower's and the UK Borrower's obligations of the Borrower under this Section 3.4 to reimburse the Letter of Credit Issuer with respect to Unpaid Drawings (including, in each case, interest thereon) shall be absolute and unconditional under any and all circumstances and irrespective of any set-off, counterclaim or defense to payment that the US Borrower, the UK Borrower or any other Person may have or have had against the Letter of Credit Issuer, the Administrative Agent or any Lender (including in its capacity as a Letter of Credit an L/C Participant), including any defense based upon the failure of any drawing under a Letter of Credit (each, each a “"Drawing”") to conform to the terms of such the Letter of Credit or any non-application or misapplication by the beneficiary of the proceeds of such Drawing; , provided that the US Borrower or the UK Borrower, as the case may be, shall not be obligated to reimburse the Letter of Credit Issuer for any wrongful payment made by the Letter of Credit Issuer under the Letter of Credit issued by it as a result of acts or omissions constituting willful misconduct or gross negligence on the part of the Letter of Credit Issuer as determined in the final, non-appealable judgment of a court of competent jurisdictionIssuer.

Agreement to Repay Letter of Credit Drawings. (a) The Parent Borrower, with respect to U.S. Letters of Credit, and the Parent Borrower and the Foreign Subsidiary Borrower, with respect to Spanish Letters of Credit, each hereby agrees to reimburse the applicable Letter of Credit Issuer in Dollars Issuer, by making payment with respect to any drawing under any Letter of CreditCredit issued by such Letter of Credit Issuer at the request of the applicable Borrower, in the same currency in which such drawing was made. Any such reimbursement shall be made by making paymentthe Parent Borrower or the Foreign Subsidiary Borrower, whether with its own funds, with the proceeds of Revolving Credit Loans or any other sourceas applicable, to the Administrative Agent for the account of the Letter of Credit Issuer in immediately available funds, funds for any payment or disbursement made by the applicable Letter of Credit Issuer under any Letter of Credit issued by it (with respect to each such amount so paid under a Letter of Credit until reimbursed, a an “Unpaid Drawing” (i”) within no later than the date that is one Business Day of after the date of such payment or disbursement, if on which the Letter of Credit Issuer provides Parent Borrower receives notice to the Borrower of such payment or disbursement prior to 11:00 a.m. (New York City time) on such next succeeding Business Day after the date of such payment or disbursement or (ii) if such notice is received after such time, on the next Business Day following the date of receipt of such notice (such required date for reimbursement under clause (i) or (ii), as applicable (the “Required Reimbursement Date”), with interest on the amount so paid or disbursed by such Letter of Credit Issuer, from and including to the date of such payment or disbursement extent not reimbursed prior to but excluding 5:00 p.m. (New York City time) on the Required Reimbursement Date, from the Reimbursement Date to the date such Letter of Credit Issuer is reimbursed therefor at the a rate per annum rate for each day equal that shall at all times be the weighted average of the Applicable ABR Margins (with such weighted average determined by reference to the rate described aggregate Revolving Credit Commitments of each Class then existing) plus the ABR as in Section 2.8(a)effect from time to time; provided that, notwithstanding anything contained in this Agreement to the contrary, with respect to any Letter of Credit, (i) unless the Parent Borrower or Foreign Subsidiary Borrower shall have notified the Administrative Agent and the relevant Letter of Credit Issuer prior to 11:00 a.m. 12:00 noon (New York City time) on the Required Reimbursement Date that the Parent Borrower or Foreign Subsidiary Borrower, as applicable, 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 Parent Borrower or Foreign Subsidiary Borrower, as applicable, shall be deemed to have given a Notice of Borrowing requesting that that, (A) with respect to U.S. Letters of Credit, the Lenders with U.S. Revolving Credit Commitments Lenders make U.S. Revolving Credit Loans, and (B) with respect to Spanish Letters of Credit, the Spanish Revolving Credit Lenders make Spanish Revolving Credit Loans (which in each case shall be denominated in Dollars or the applicable Alternative Currency and which shall be ABR LoansLoans if denominated in Dollars) on the Required Reimbursement Date in an amount equal to the amount amount, or Dollar Equivalent of the amount, as applicable, of such drawing, drawing and (ii) the Administrative Agent shall promptly notify each Letter of Credit U.S. L/C Participant or Spanish L/C Participant, as applicable, at its applicable Lending Office, of such drawing and the amount of its Revolving Credit Loan to be made in respect thereof, and each Letter of Credit U.S. L/C Participant or Spanish L/C Participant, as applicable, shall be irrevocably obligated to make a Revolving Credit Loan to the applicable Borrower in Dollars or the applicable Alternative Currency in the manner deemed to have been requested in the amount of its U.S. Revolving Credit Commitment Percentage or Spanish Revolving Credit Commitment Percentage, as applicable (each as determined after giving effect to Section 3.3(f)), of the applicable Unpaid Drawing by 12:00 noon 2:00 p.m. (New York City time) on such Required Reimbursement Date by making the amount of such Revolving Credit Loan available to the Administrative Agent. Such Revolving Credit Loans made in respect of such Unpaid Drawing on such Required Reimbursement Date shall be made without regard to the Minimum Borrowing Amount and without regard to the satisfaction of the conditions set forth in Section 7Amount. The Administrative Agent shall use the proceeds of such Revolving Credit Loans solely for the purpose of reimbursing the relevant Letter of Credit Issuer for the related Unpaid Drawing. If In the event that the applicable Borrower fails to Cash Collateralize any Letter of Credit that is outstanding on the L/C Maturity Date, the full amount of the Letter of Credit Outstandings 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 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 respect of such Letter of Credit following the L/C Maturity Date, second, to the extent such Letter of Credit Participant shall not have so made its Revolving Credit Commitment Percentage of the amount of expires or is returned undrawn while any such payment available cash collateral remains, to the Administrative Agent for the account repayment of the Letter of Credit Issuer, or that in the sole judgment of the Letter of Credit Issuer, such Revolving Credit Loan cannot for any reason be made on the date otherwise required above (including as a result of the commencement of a proceeding under any Debtor Relief Law obligations in respect of the Borrower), each Letter of Credit Participant hereby agrees that its participation in such Unpaid Drawing shall remain outstanding in lieu of funding its portion of such any U.S. Revolving Credit Loan Loans or Spanish Revolving Credit Loans, as applicable, that have not paid at such time and such Letter of Credit Participant agrees to pay third, to the Administrative Agent for Parent Borrower or as otherwise directed by a court of competent jurisdiction. Nothing in this Section 3.4(a) shall affect the account of the Letter of Parent Borrower’s obligation to repay all outstanding Revolving Credit Issuer, forthwith on demand, such amount, together with interest thereon for each day from such date until the date such amount is paid to the Administrative Agent for the account of the Letter of Credit Issuer at a rate per annum equal to the Overnight Rate from time to time then Loans when due in effect, plus any administrative, processing or similar fees customarily charged by the Letter of Credit Issuer in connection accordance with the foregoing. The failure terms of any Letter of Credit Participant to make available to the Administrative Agent for the account of the Letter of Credit Issuer its Revolving Credit Commitment Percentage of any payment under any Letter of Credit shall not relieve any other Letter of Credit Participant of its obligation hereunder to make available to the Administrative Agent for the account of the Letter of Credit Issuer its Revolving Credit Commitment Percentage of any payment under such Letter of Credit on the date required, as specified above, but no Letter of Credit Participant shall be responsible for the failure of any other Letter of Credit Participant to make available to the Administrative Agent such other Letter of Credit Participant’s Revolving Credit Commitment Percentage of any such paymentthis Agreement. (b) The obligations of the applicable Borrower under this Section 3.4 to reimburse the Letter of Credit Issuer Issuers with respect to 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 set-off, counterclaim or defense to payment that the applicable Borrower or any other Person may have or have had against the any Letter of Credit Issuer, the Administrative Agent or any Lender (including in its capacity as a Letter of Credit an L/C Participant), including any defense based upon the failure of any drawing under a Letter of Credit (each, each a “Drawing”) to conform to the terms of such the Letter of Credit or any non-application or misapplication by the beneficiary of the proceeds of such DrawingDrawing and without regard to any adverse change in the relevant exchange rates or in the availability of the Alternative Currency to the applicable Borrower or in the relevant currency markets generally; provided that the applicable Borrower shall not be obligated to reimburse the a Letter of Credit Issuer for any wrongful payment made by the such Letter of Credit Issuer under the Letter of Credit issued by it as a result of acts or omissions constituting willful misconduct or gross negligence on the part of the such Letter of Credit Issuer as determined in the final, non-appealable judgment of a court of competent jurisdictionIssuer.

Agreement to Repay Letter of Credit Drawings. (a) The US Borrower or the UK Borrower, as the case may be, hereby agrees to reimburse the Letter of Credit Issuer in Dollars with respect to any drawing under any Letter of CreditIssuer, by making payment, whether with its own funds, with the proceeds of Revolving Credit Loans or any other source, payment to the Administrative Agent for in Dollars or in the account of applicable Foreign Currency, as the Letter of Credit Issuer case may be, in immediately available fundsfunds at the Administrative Agent’s Office, for any payment or disbursement made by the Letter of Credit Issuer under any Letter of Credit issued by it (with respect to each such amount (including the Dollar Equivalent thereof) so paid under a Letter of Credit until reimbursed, a an “Unpaid Drawing” (i”) within one Business Day of immediately after, and in any event on the date of of, such payment or disbursement, if the Letter of Credit Issuer provides notice to the Borrower of such payment or disbursement prior to 11:00 a.m. (New York City time) on such next succeeding Business Day after the date of such payment or disbursement or (ii) if such notice is received after such time, on the next Business Day following the date of receipt of such notice (such required date for reimbursement under clause (i) or (ii), as applicable (the “Required Reimbursement Date”)payment, with interest on the amount so paid or disbursed by such the Letter of Credit Issuer, to the extent not reimbursed prior to 5:00 p.m. (Local Time) on the date of such payment or disbursement, from and including the date of such payment paid or disbursement disbursed to but excluding the Required Reimbursement Date, date the Letter of Credit Issuer is reimbursed therefor at the a rate per annum rate for each day equal that shall at all times be the Applicable ABR Margin plus the ABR as in effect from time to the rate described in Section 2.8(a)time; provided provided, that, notwithstanding anything contained in this Agreement to the contrary, with respect to any Letter of Credit, (i) unless the US Borrower or the UK Borrower, as the case may be, shall have notified the Administrative Agent and the Letter of Credit Issuer prior to 11:00 10:00 a.m. (New York City timeLocal Time) on the Required Reimbursement Date date of such drawing that the US Borrower or the UK Borrower, as the case may be, intends to reimburse the Letter of Credit Issuer for the amount of such drawing with funds other than the proceeds of Revolving Credit Loans, the US Borrower or the UK Borrower, as the case may be, shall be deemed to have given a Notice of Borrowing to the Administrative Agent requesting that the Lenders with make Dollar Revolving Credit Commitments make Loans or Dollar Extended Revolving Credit Loans, as applicable, (each of which shall initially be ABR Loans) or Foreign Currency Revolving Credit Loans or Foreign Currency Extended Revolving Credit Loans (each of which shall be ABR Loans) Eurodollar Loans with an Interest Period of one month denominated in Sterling or Euro), as the case may be, on the Required Reimbursement Date date on which such drawing is honored in an amount equal to the amount of such drawing, drawing and (ii) the Administrative Agent shall promptly notify each Letter of Credit L/C Participant of such drawing and the amount of its Revolving Credit Loan or Extended Revolving Credit Loan, as applicable, to be made in respect thereof, and (x) in respect of Dollar Letters of Credit, each Letter of Credit L/C Participant shall be irrevocably obligated to make a Dollar Revolving Credit Loan or a Dollar Extended Revolving Credit Loan, as applicable, in each case that is an ABR Loan to the US Borrower in or the manner deemed to have been requested UK Borrower, as the case may be, in the amount of its Revolving Credit Commitment Percentage or Extended Revolving Credit Commitment Percentage, as applicable, of the applicable Unpaid Drawing by 12:00 noon (New York City timeLocal Time) on such Required Reimbursement Date Business Day by making the amount of such Dollar Revolving Credit Loan or Dollar Extended Revolving Credit Loan, as applicable, available to the Administrative Agent at the Administrative Agent’s Office and (y) in respect of Foreign Currency Letters of Credit, each L/C Participant shall be irrevocably obligated to make a Foreign Currency Revolving Credit Loan or a Foreign Currency Extended Revolving Credit Loan, as applicable, in each case that is a Eurodollar Loan with an Interest Period of one month to the US Borrower or the UK Borrower, as the case may be, denominated in Sterling or Euro, as the case may be, in the amount of its Revolving Credit Commitment Percentage or Extended Revolving Credit Commitment Percentage, as applicable, of the applicable Unpaid Drawing by 12:00 noon (London time) on such Business Day by making the amount of such Foreign Currency Revolving Credit Loan or Foreign Currency Extended Revolving Credit Loan, as applicable, available to the Administrative Agent at the Administrative Agent’s Office. Such Dollar Revolving Credit Loans made in respect of such Unpaid Drawing on such Required Reimbursement Date or Dollar Extended Revolving Credit Loans, Foreign Currency Revolving Credit Loans or Foreign Currency Extended Revolving Credit Loans, as the case may be, shall be made without regard to the Minimum Borrowing Amount and without regard to the satisfaction of the conditions set forth in Section 7Amount. The Administrative Agent shall use the proceeds of such Revolving Credit Loans or Extended Revolving Credit Loans, as applicable, solely for the purpose of reimbursing the Letter of Credit Issuer for the related Unpaid Drawing. If and to the extent such Letter of Credit Participant shall not have so made its Revolving Credit Commitment Percentage of the amount of such payment available to the Administrative Agent for the account of the Letter of Credit Issuer, or that in the sole judgment of the Letter of Credit Issuer, such Revolving Credit Loan cannot for any reason be made on the date otherwise required above (including as a result of the commencement of a proceeding under any Debtor Relief Law in respect of the Borrower), each Letter of Credit Participant hereby agrees that its participation in such Unpaid Drawing shall remain outstanding in lieu of funding its portion of such Revolving Credit Loan and such Letter of Credit Participant agrees to pay to the Administrative Agent for the account of the Letter of Credit Issuer, forthwith on demand, such amount, together with interest thereon for each day from such date until the date such amount is paid to the Administrative Agent for the account of the Letter of Credit Issuer at a rate per annum equal to the Overnight Rate from time to time then in effect, plus any administrative, processing or similar fees customarily charged by the Letter of Credit Issuer in connection with the foregoing. The failure of any Letter of Credit Participant to make available to the Administrative Agent for the account of the Letter of Credit Issuer its Revolving Credit Commitment Percentage of any payment under any Letter of Credit shall not relieve any other Letter of Credit Participant of its obligation hereunder to make available to the Administrative Agent for the account of the Letter of Credit Issuer its Revolving Credit Commitment Percentage of any payment under such Letter of Credit on the date required, as specified above, but no Letter of Credit Participant shall be responsible for the failure of any other Letter of Credit Participant to make available to the Administrative Agent such other Letter of Credit Participant’s Revolving Credit Commitment Percentage of any such payment. (b) The US Borrower’s and the UK Borrower’s obligations of the Borrower under this Section 3.4 to reimburse the Letter of Credit Issuer with respect to Unpaid Drawings (including, in each case, interest thereon) shall be absolute and unconditional under any and all circumstances and irrespective of any set-off, counterclaim or defense to payment that the US Borrower, the UK Borrower or any other Person may have or have had against the Letter of Credit Issuer, the Administrative Agent or any Lender (including in its capacity as a Letter of Credit an L/C Participant), including any defense based upon the failure of any drawing under a Letter of Credit (each, each a “Drawing”) to conform to the terms of such the Letter of Credit or any non-application or misapplication by the beneficiary of the proceeds of such Drawing; provided provided, that the US Borrower or the UK Borrower, as the case may be, shall not be obligated to reimburse the Letter of Credit Issuer for any wrongful payment made by the Letter of Credit Issuer under the Letter of Credit issued by it as a result of acts or omissions constituting willful misconduct or gross negligence on the part of the Letter of Credit Issuer as determined in the final, non-appealable judgment of a court of competent jurisdictionIssuer.

Agreement to Repay Letter of Credit Drawings. (a) The Borrower hereby agrees Borrowers jointly and severally agree to reimburse the Letter of Credit Issuer in Dollars with respect to any drawing under any Letter of Crediteach Issuing Bank, by making payment, whether with its own funds, with the proceeds of Revolving Credit Loans or any other source, payment to the Administrative Agent for the account of the Letter of Credit Issuer in immediately available funds, for any payment or disbursement made by the Letter of Credit Issuer such Issuing Bank under any Letter of Credit issued by it (with respect to each such amount so paid under a Letter of Credit until reimbursedit, a “Unpaid Drawing” (i) within not later than one Business Day following receipt by the Funds Administrator of notice from the date Agent of such payment or disbursement, if the Letter of Credit Issuer provides notice to the Borrower of such payment or disbursement prior to 11:00 a.m. (New York City time) on such next succeeding Business Day after the date of such payment or disbursement or (ii) if such notice is received after such time, on the next Business Day following the date of receipt of such notice (such required date for reimbursement under clause (i) or (ii), as applicable (the “Required Reimbursement Date”), with interest on the amount so paid or disbursed by such Letter Issuing Bank, to the extent not reimbursed prior to 12:00 Noon on the date of Credit Issuersuch payment or disbursement, from and including the date of such payment paid or disbursement disbursed to but excluding the Required Reimbursement Date, at the per annum rate for each day equal to the 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 the Letter of Credit Issuer prior to 11:00 a.m. (New York City time) on the Required 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 Revolving Credit Loans, the Borrower shall be deemed to have given a Notice of Borrowing requesting that the Lenders with Revolving Credit Commitments make Revolving Credit Loans (which shall be ABR Loans) on the Required Reimbursement Date in an amount equal to the amount of such drawing, and (ii) the Administrative Agent shall promptly notify each Letter of Credit Participant of such drawing and the amount of its Revolving Credit Loan to be made in respect thereof, and each Letter of Credit 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 Required Reimbursement Date by making the amount of such Revolving Credit Loan available to the Administrative Agent. Such Revolving Credit Loans made in respect of such Unpaid Drawing on such Required Reimbursement Date shall be made without regard to the Minimum Borrowing Amount and without regard to the satisfaction of the conditions set forth in Section 7. The Administrative Agent shall use the proceeds of such Revolving Credit Loans solely for the purpose of reimbursing the Letter of Credit Issuer for the related Unpaid Drawing. If and to the extent such Letter of Credit Participant shall not have so made its Revolving Credit Commitment Percentage of the amount of such payment available to the Administrative Agent for the account of the Letter of Credit Issuer, or that in the sole judgment of the Letter of Credit Issuer, such Revolving Credit Loan cannot for any reason be made on the date otherwise required above (including as a result of the commencement of a proceeding under any Debtor Relief Law in respect of the Borrower), each Letter of Credit Participant hereby agrees that its participation in such Unpaid Drawing shall remain outstanding in lieu of funding its portion of such Revolving Credit Loan and such Letter of Credit Participant agrees to pay to the Administrative Agent for the account of the Letter of Credit Issuer, forthwith on demand, such amount, together with interest thereon for each day from such date until the date such amount Issuing Bank is paid to the Administrative Agent for the account of the Letter of Credit Issuer reimbursed therefor at a rate per annum equal to the Overnight Base Rate in effect from time to time then in effectplus the Applicable Margin for Base Rate Loans; provided, plus any administrativethat, processing or similar fees customarily charged to the extent such amounts are not reimbursed prior to 12:00 Noon on the third Business Day following the receipt by the Letter Funds Administrator of Credit Issuer notice of such payment or disbursement or following the occurrence and during the continuance of a Default or an Event of Default, interest shall thereafter accrue on the amounts so paid or disbursed by the Issuing Bank (and until reimbursed by Borrowers) at a rate per annum equal to the Base Rate in connection effect from time to time plus the Applicable Margin for Base Rate Loans plus two percent (2.00%), with the foregoingsuch interest to be payable on demand. The failure Issuing Bank shall give the Funds Administrator prompt written notice of any Letter of Credit Participant to make available to the Administrative Agent for the account of the Letter of Credit Issuer its Revolving Credit Commitment Percentage of any payment each Drawing under any Letter of Credit shall not relieve any other Letter of Credit Participant of its obligation hereunder to make available to the Administrative Agent for the account of the Letter of Credit Issuer its Revolving Credit Commitment Percentage of any payment under such Letter of Credit on the date requiredissued by it; provided, as specified above, but no Letter of Credit Participant shall be responsible for that the failure of any other Letter of Credit Participant to make available to the Administrative Agent such other Letter of Credit Participant’s Revolving Credit Commitment Percentage of give any such paymentnotice shall in no way affect, impair or diminish any Borrower's obligations hereunder. (b) The joint and several obligations of the Borrower Borrowers under this Section 3.4 3.5 to reimburse the Letter of Credit Issuer Issuing Bank with respect to Unpaid Drawings drawings 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 set-offsetoff, counterclaim or defense to payment that the which any Borrower or any other Person Subsidiary of any Borrower may have or have had against the Letter of Credit Issuer, the Administrative Agent or any Lender (including in its capacity as an Issuing Bank or as a Letter of Credit LC Participant), including including, without limitation, any defense based upon the failure of any drawing Drawing under a Letter of Credit (each, a “Drawing”) to conform to the terms of such the Letter of Credit or any non-application nonapplication or misapplication by the beneficiary of the proceeds of such Drawing; provided provided, that the Borrower Borrowers shall not be obligated to reimburse the Letter of Credit Issuer any Issuing Bank for any wrongful payment made by the Letter of Credit Issuer such Issuing Bank under the a Letter of Credit issued by it as a result of acts or omissions constituting willful misconduct or gross negligence on the part of the Letter of Credit Issuer such Issuing Bank (as determined in the final, non-appealable judgment of by a court of competent jurisdictionjurisdiction in a final and non-appealable decision).

Agreement to Repay Letter of Credit Drawings. (a) The Each Borrower hereby agrees to reimburse the Letter of Credit Issuer in Dollars 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 making payment, the applicable Borrower to the Administrative Agent in Same Day Funds (whether with its own funds, funds or with the proceeds of Revolving Credit Loans or any other source, to the Administrative Agent for the account of the Letter of Credit Issuer in immediately available funds, Borrowings under this Agreement) for any payment or disbursement made by the Letter of Credit Issuer under any Letter of Credit issued by it (with respect to each such amount so paid under a Letter of Credit until reimbursed, a an “Unpaid Drawing” ”) no later than the date that is one (i1) within one Business Day of after the date of such payment or disbursement, if the Letter of Credit Issuer provides notice to on which the Borrower Representative receives written notice of such payment or disbursement prior to 11:00 a.m. (New York City time) on such next succeeding Business Day after the date of such payment or disbursement or (ii) if such notice is received after such time, on the next Business Day following the date of receipt of such notice (such required date for reimbursement under clause (i) or (ii), as applicable (the “Required Reimbursement Date”), with interest on the amount so paid or disbursed by such the Letter of Credit Issuer, from and including to the date of such payment or disbursement extent not reimbursed prior to but excluding 5:00 p.m. (Toronto time) on the Required Reimbursement Date, from the Reimbursement Date to the date the Letter of Credit Issuer is reimbursed therefor at the a rate per annum rate that shall at all times be (v) the Applicable Margin for each day equal 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, (w) 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, (x) 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 if the payment or reimbursement obligation is in Euros, (y) the rate described referred to in Section 2.8(a)clause (v) above in respect of Letters of Credit issued to CGI Borrower in any currency other than Dollars or U.S. Dollars on the Equivalent Amount in Dollars of the reimbursement obligation, and (z) the rate referred to in clause (w) above in respect of Letters of Credit issued to Swiss Borrower in any currency other than U.S. Dollars or Euros on the Equivalent Amount in U.S. Dollars of the reimbursement obligation; provided that, notwithstanding anything contained in this Agreement to the contrary, with respect to any Letter of Credit, (i) unless the Borrower Representative shall have notified the Administrative Agent and the relevant Letter of Credit Issuer prior to 11:00 a.m. 1:00 p.m. (New York City Toronto time) on the Required 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 Representative shall be deemed to have given a Notice of Borrowing requesting that that, with respect to Letters of Credit, the Lenders with Revolving make Prime Rate Loans for Letters of Credit Commitments make Revolving in Dollars (which shall be Prime Rate Loans), ABR Loans for Letters of Credit Loans in U.S. Dollars (which shall be ABR Loans) or European Base Rate Loans for Letters of Credit in Euros (which shall be European Base Rate Loans) on the Required Reimbursement Date in an amount equal to the amount of such drawing, drawing and (ii) the Administrative Agent shall promptly notify each Letter of Credit L/C Participant of such drawing and the amount of its Revolving Credit Loan to be made in respect thereof, and each Letter of Credit L/C Participant shall be irrevocably obligated to make a Revolving Credit Loan to the Borrower 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 12:00 noon 2:00 p.m. (New York City Toronto time) on such Required Reimbursement Date by making the amount of such Revolving Credit Loan available to the Administrative Agent. Such Revolving Credit Loans made in respect of such Unpaid Drawing on such Required Reimbursement Date shall be made without regard to the Minimum Borrowing Amount and without regard to the satisfaction of the conditions set forth in Section 7Amount. The Administrative Agent shall use the proceeds of such Revolving Credit Loans solely for the purpose of reimbursing the Letter of Credit Issuer for the related Unpaid Drawing. If In the event that the Borrowers fail to Cash Collateralize 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 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 respect of such Letter of Credit following the L/C Facility Maturity Date, second, to the extent such Letter of Credit Participant expires or is returned undrawn while any such 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 not have so affect each Borrower’s obligation to repay all outstanding Revolving Loans made to such Borrower when due in accordance with the terms of this Agreement. (b) The obligation of each Borrower to reimburse the Letter of Credit Issuer for each drawing under each Letter of Credit issued for its Revolving Credit Commitment Percentage account or under which it is the primary obligor and to repay each L/C Borrowing in its favor shall be absolute, unconditional and irrevocable, and shall be paid strictly in accordance with the terms of this Agreement under all circumstances, including the following: (i) any lack of validity or enforceability of this Agreement or any of the amount other Credit Documents; (ii) the existence of any claim, set-off, defense or other right that any Borrower may have at any time against a beneficiary named in a Letter of Credit, any transferee of any Letter of Credit (or any Person for whom any such payment available to transferee may be acting), the Administrative Agent for the account of Agent, the Letter of Credit Issuer, any Lender or that 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 any such Letter of Credit); (iii) any draft, demand, certificate or other document presented under such Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; or any loss or delay in the sole judgment 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, such Revolving Credit Loan can’s protection and not for any reason be made on the date otherwise required above (including as a result of the commencement protection of a proceeding under Borrower (or Holdings or any Debtor Relief Law in respect of the Borrower), each Letter of Credit Participant hereby agrees that its participation in such Unpaid Drawing shall remain outstanding in lieu of funding its portion of such Revolving Credit Loan and such Letter of Credit Participant agrees to pay to the Administrative Agent for the account of the Letter of Credit Issuer, forthwith on demand, such amount, together with interest thereon for each day from such date until the date such amount is paid to the Administrative Agent for the account of Restricted Subsidiary) or any waiver by the Letter of Credit Issuer at a rate per annum equal to the Overnight Rate from time to time then which does not in effect, plus fact materially prejudice such Borrower (or Holdings or any administrative, processing or similar fees customarily charged Restricted Subsidiary); (v) any payment made by the Letter of Credit Issuer in connection with respect of an otherwise complying item presented after the foregoing. The failure of any date specified as the expiration date of, or the date by which documents must be received under, such Letter of Credit Participant to make available to if presentation after such date is authorized by the Administrative Agent for UCC, the account of PPSA, the ISP or the UCP, as applicable; (vi) any payment by the Letter of Credit Issuer its Revolving Credit Commitment Percentage of any payment under any Letter of Credit shall not relieve any other Letter of Credit Participant of its obligation hereunder to make available to the Administrative Agent for the account of the Letter of Credit Issuer its Revolving Credit Commitment Percentage of any payment under such Letter of Credit on the date required, as specified above, but no Letter against presentation of Credit Participant shall be responsible for the failure of any other Letter of Credit Participant to make available to the Administrative Agent such other Letter of Credit Participant’s Revolving Credit Commitment Percentage of any such payment. (b) The obligations of the Borrower under this Section 3.4 to reimburse the Letter of Credit Issuer a draft or certificate that does not strictly comply with respect to Unpaid Drawings (including, in each case, interest thereon) shall be absolute and unconditional under any and all circumstances and irrespective of any set-off, counterclaim or defense to payment that the Borrower or any other Person may have or have had against the Letter of Credit Issuer, the Administrative Agent or any Lender (including in its capacity as a Letter of Credit Participant), including any defense based upon the failure of any drawing under a Letter of Credit (each, a “Drawing”) to conform to the terms of such Letter of Credit Credit; or any non-application or misapplication payment made by the Letter of Credit Issuer under such Letter of Credit to any Person purporting to be a trustee in bankruptcy, debtor-in-possession, assignee for the 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 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 proceeds foregoing, including any other circumstance that might otherwise constitute a defense available to, or a discharge of, a Borrower (or any Restricted Subsidiary) (other than the defense of such Drawing; provided that the Borrower payment or performance). (c) The Borrowers shall not be obligated to reimburse the Letter of Credit Issuer for any wrongful payment made by the Letter of Credit Issuer under the Letter of Credit issued by it as a result of acts or omissions constituting willful misconduct or gross negligence on the part of the Letter of Credit Issuer as determined in the final, final non-appealable judgment of a court of competent jurisdiction.

Agreement to Repay Letter of Credit Drawings. (a) The Borrower hereby Each Account Party severally agrees to reimburse the Letter of Credit Issuer in Dollars with respect to any drawing under any Letter of Credit(x) each Lender, by making payment, whether with its own funds, with the proceeds of Revolving Credit Loans or any other source, payment to the Administrative Agent for the account of the Letter of Credit Issuer in immediately available funds, for any payment or disbursement made by the Letter of Credit Issuer such Lender under any Several Letter of Credit issued by it for its account (with respect to each such amount so paid under a Letter of Credit or disbursed until reimbursed, a “"Several Unpaid Drawing” ") and (iy) within one Business Day of the date of such respective Fronting Lender directly for any payment or disbursement, if the disbursement made by such Fronting Lender under any Fronted Letter of Credit Issuer provides notice to the Borrower of issued for its account (each such payment amount so paid or disbursement prior to 11:00 a.m. (New York City time) on such next succeeding Business Day after the date of such payment or disbursement or (ii) if such notice is received after such timedisbursed until reimbursed, on the next Business Day following the date of receipt of such notice (such required date for reimbursement under clause (i) or (iia "Fronted Unpaid Drawing"), as applicable (the “Required Reimbursement Date”)in each case, with interest on the amount so paid or disbursed by such Letter Lender, to the extent not reimbursed prior to 1:00 p.m. (New York time) on the date of Credit Issuersuch payment or disbursement, from and including the date of such payment paid or disbursement disbursed to but excluding the Required Reimbursement Date, at the per annum rate for each day equal to the 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 the Letter of Credit Issuer prior to 11:00 a.m. (New York City time) on the Required 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 Revolving Credit Loans, the Borrower shall be deemed to have given a Notice of Borrowing requesting that the Lenders with Revolving Credit Commitments make Revolving Credit Loans (which shall be ABR Loans) on the Required Reimbursement Date in an amount equal to the amount of such drawing, and (ii) the Administrative Agent shall promptly notify each Letter of Credit Participant of such drawing and the amount of its Revolving Credit Loan to be made in respect thereof, and each Letter of Credit 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 Required Reimbursement Date by making the amount of such Revolving Credit Loan available to the Administrative Agent. Such Revolving Credit Loans made in respect of such Unpaid Drawing on such Required Reimbursement Date shall be made without regard to the Minimum Borrowing Amount and without regard to the satisfaction of the conditions set forth in Section 7. The Administrative Agent shall use the proceeds of such Revolving Credit Loans solely for the purpose of reimbursing the Letter of Credit Issuer for the related Unpaid Drawing. If and to the extent such Letter of Credit Participant shall not have so made its Revolving Credit Commitment Percentage of the amount of such payment available to the Administrative Agent for the account of the Letter of Credit Issuer, or that in the sole judgment of the Letter of Credit Issuer, such Revolving Credit Loan cannot for any reason be made on the date otherwise required above (including as a result of the commencement of a proceeding under any Debtor Relief Law in respect of the Borrower), each Letter of Credit Participant hereby agrees that its participation in such Unpaid Drawing shall remain outstanding in lieu of funding its portion of such Revolving Credit Loan and such Letter of Credit Participant agrees to pay to the Administrative Agent for the account of the Letter of Credit Issuer, forthwith on demand, such amount, together with interest thereon for each day from such date until the date such amount Lender is paid to the Administrative Agent for the account of the Letter of Credit Issuer reimbursed therefor at a rate per annum equal to which shall be the Overnight Alternate Base Rate as in effect from time to time then in effect(plus an additional 2% per annum, plus any administrativepayable on demand, processing or similar fees customarily charged if not reimbursed by the Letter of Credit Issuer in connection with the foregoing. The failure of any Letter of Credit Participant to make available to the Administrative Agent for the account of the Letter of Credit Issuer its Revolving Credit Commitment Percentage of any payment under any Letter of Credit shall not relieve any other Letter of Credit Participant of its obligation hereunder to make available to the Administrative Agent for the account of the Letter of Credit Issuer its Revolving Credit Commitment Percentage of any payment under such Letter of Credit on third Business Day after the date required, as specified above, but no Letter on which the respective Account Party receives notice from the respective LC Issuer of Credit Participant shall be responsible for the failure of any other Letter of Credit Participant to make available to the Administrative Agent such other Letter of Credit Participant’s Revolving Credit Commitment Percentage of any such paymentpayment or disbursement). (b) The obligations of the Borrower Each Account Party's obligation under this Section 3.4 2.05 to reimburse the Letter of Credit Issuer each Lender with respect to Unpaid Drawings of such Account Party (including, in each case, interest thereon) shall be absolute and unconditional under any and all circumstances and irrespective of any set-offsetoff, counterclaim or defense to payment that the Borrower or any other Person which such Account Party may have or have had against the Letter of Credit Issuersuch Lender, the Administrative Agent or any Lender (including in its capacity as a Letter of Credit Participant)LC Issuer, including any defense based upon the failure of any drawing under a Letter of Credit (each, a “Drawing”) to conform to the terms of such the Letter of Credit or any non-application or misapplication by the beneficiary of the proceeds of such Drawingdrawing; provided provided, however, that the Borrower no Account Party shall not be obligated to reimburse the Letter of Credit Issuer any Lender for any wrongful payment made by the such Lender under a Letter of Credit Issuer under the Letter of Credit issued by it as a result of acts or omissions constituting willful misconduct or gross negligence on the part of the Letter of Credit Issuer such Lender (as determined in the final, non-appealable judgment of by a court of competent jurisdictionjurisdiction in a final and non-appealable judgment). (c) In determining whether to pay under any Letter of Credit, no LC Issuer shall have any obligation relative to the other Lenders other than to confirm that any documents required to be delivered under such Letter of Credit appear to have been delivered and that they appear to substantially comply on their face with the requirements of such Letter of Credit. Any action taken or omitted to be taken by any LC Issuer under or in connection with any Letter of Credit, if taken or omitted in the absence of such LC Issuer's gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final and non-appealable judgment), shall not create for such LC Issuer any resulting liability to any Account Party or any of its Affiliates or any Lender.

Agreement to Repay Letter of Credit Drawings. (a) The Borrower hereby agrees to reimburse the Letter of Credit Issuer in Dollars with respect to any drawing under any Letter of CreditIssuer, by making payment, whether with its own funds, with the proceeds of Revolving Credit Loans or any other source, payment to the Administrative Agent for at the account of the Letter of Credit Issuer in immediately available fundsPayment Office, for any payment or disbursement made by the Letter of Credit Issuer under any Letter of Credit issued by it (with respect to each such amount so paid under a Letter of Credit or disbursed until reimbursed, a “an "Unpaid Drawing” (i") within one Business Day of immediately after, and in any event on the date of such payment or disbursement, if on which the Borrower is notified by the Letter of Credit Issuer provides notice to the Borrower of such payment or disbursement prior to 11:00 a.m. (New York City time) on such next succeeding Business Day after the date of such payment or disbursement or (ii) if such notice is received after such time, on the next Business Day following the date of receipt of such notice (such required date for reimbursement under clause (i) or (ii), as applicable (the “Required Reimbursement Date”), with interest on the amount so paid or disbursed by such the Letter of Credit Issuer, to the extent not reimbursed prior to 1:00 P.M. (New York time) on the date of such payment or disbursement, from and including the date of such payment paid or disbursement disbursed to but excluding not including the Required Reimbursement Date, at the per annum rate for each day equal to the 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 date the Letter of Credit Issuer prior to 11:00 a.m. (New York City time) on the Required 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 Revolving Credit Loans, the Borrower shall be deemed to have given a Notice of Borrowing requesting that the Lenders with Revolving Credit Commitments make Revolving Credit Loans (which shall be ABR Loans) on the Required Reimbursement Date in an amount equal to the amount of such drawing, and (ii) the Administrative Agent shall promptly notify each Letter of Credit Participant of such drawing and the amount of its Revolving Credit Loan to be made in respect thereof, and each Letter of Credit 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 Required Reimbursement Date by making the amount of such Revolving Credit Loan available to the Administrative Agent. Such Revolving Credit Loans made in respect of such Unpaid Drawing on such Required Reimbursement Date shall be made without regard to the Minimum Borrowing Amount and without regard to the satisfaction of the conditions set forth in Section 7. The Administrative Agent shall use the proceeds of such Revolving Credit Loans solely for the purpose of reimbursing the Letter of Credit Issuer for the related Unpaid Drawing. If and to the extent such Letter of Credit Participant shall not have so made its Revolving Credit Commitment Percentage of the amount of such payment available to the Administrative Agent for the account of the Letter of Credit Issuer, or that in the sole judgment of the Letter of Credit Issuer, such Revolving Credit Loan cannot for any reason be made on the date otherwise required above (including as a result of the commencement of a proceeding under any Debtor Relief Law in respect of the Borrower), each Letter of Credit Participant hereby agrees that its participation in such Unpaid Drawing shall remain outstanding in lieu of funding its portion of such Revolving Credit Loan and such Letter of Credit Participant agrees to pay to the Administrative Agent for the account of the Letter of Credit Issuer, forthwith on demand, such amount, together with interest thereon for each day from such date until the date such amount is paid to the Administrative Agent for the account of the Letter of Credit Issuer reimbursed therefor at a rate per annum equal to which shall be the Overnight Applicable Margin in excess of the Base Rate as in effect from time to time then in effect, (plus any administrative, processing or similar fees customarily charged an additional 2% per annum if not reimbursed by the Letter of Credit Issuer in connection with the foregoing. The failure of any Letter of Credit Participant to make available to the Administrative Agent for the account of the Letter of Credit Issuer its Revolving Credit Commitment Percentage of any payment under any Letter of Credit shall not relieve any other Letter of Credit Participant of its obligation hereunder to make available to the Administrative Agent for the account of the Letter of Credit Issuer its Revolving Credit Commitment Percentage of any payment under such Letter of Credit on third Business Day after the date requiredof such notice of payment or disbursement), as specified above, but no Letter of Credit Participant shall such interest also to be responsible for the failure of any other Letter of Credit Participant to make available to the Administrative Agent such other Letter of Credit Participant’s Revolving Credit Commitment Percentage of any such paymentpayable on demand. (b) The obligations of the Borrower Borrower's obligation under this Section 3.4 2.04 to reimburse the Letter of Credit Issuer with respect to Unpaid Drawings (including, in each case, interest thereon) shall be absolute and unconditional under any and all circumstances and irrespective of any set-offsetoff, counterclaim or defense to payment that which the Borrower or any other Person may have or have had against the Letter of Credit Issuer, the Administrative Agent or any Lender (including in its capacity as a Letter of Credit Participant)Bank, including 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 such the Letter of Credit or any non-application or misapplication by the beneficiary of the proceeds of such Drawingdrawing; provided PROVIDED, HOWEVER, that the Borrower shall not be obligated to reimburse the Letter of Credit Issuer for any wrongful payment made by the Letter of Credit Issuer under the a Letter of Credit issued by it as a result of acts or omissions constituting willful misconduct or gross negligence on the part of the Letter of Credit Issuer as determined in the final, non-appealable judgment of a court of competent jurisdictionIssuer.

Agreement to Repay Letter of Credit Drawings. (a) The Borrower hereby agrees to reimburse the respective Letter of Credit Issuer in Dollars with respect to any drawing under any Letter of CreditIssuer, by making payment, whether with its own funds, with the proceeds of Revolving Credit Loans or any other source, payment to the Administrative Agent for the account of the Letter of Credit Issuer in U.S. dollars and immediately available fundsfunds at the Administrative Agent's Office, for any payment or disbursement made by the such Letter of Credit Issuer under any Letter of Credit issued by it (with respect to each such amount so paid under a Letter of Credit until reimbursed, a “an "Unpaid Drawing” (i") within one Business Day of immediately after, and in any event on the date of of, notice given by such payment or disbursement, if the Letter of Credit Issuer provides notice to the Borrower of such payment or disbursement prior (which notice each Letter of Credit Issuer hereby agrees to 11:00 a.m. (New York City time) on such next succeeding Business Day give promptly after the date making of such any payment or disbursement or (ii) if such notice is received after such time, on the next Business Day following the date under a Letter of receipt of such notice (such required date for reimbursement under clause (i) or (ii), as applicable (the “Required Reimbursement Date”Credit), with interest on the amount so paid or disbursed by such Letter of Credit Issuer, from and including to the extent not reimbursed prior to 1:00 P.M. (New York time) on the date of such payment or disbursement disbursement, from and including the date paid or disbursed to but excluding the Required Reimbursement Date, at the per annum rate for each day equal to the 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 the date such Letter of Credit Issuer prior to 11:00 a.m. (New York City time) on the Required 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 Revolving Credit Loansis reimbursed therefor, the Borrower shall be deemed to have given a Notice of Borrowing requesting that the Lenders with Revolving Credit Commitments make Revolving Credit Loans (which shall be ABR Loans) on the Required Reimbursement Date in an amount equal to the amount of such drawing, and (ii) the Administrative Agent shall promptly notify each Letter of Credit Participant of such drawing and the amount of its Revolving Credit Loan to be made in respect thereof, and each Letter of Credit 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 Required Reimbursement Date by making the amount of such Revolving Credit Loan available to the Administrative Agent. Such Revolving Credit Loans made in respect of such Unpaid Drawing on such Required Reimbursement Date shall be made without regard to the Minimum Borrowing Amount and without regard to the satisfaction of the conditions set forth in Section 7. The Administrative Agent shall use the proceeds of such Revolving Credit Loans solely for the purpose of reimbursing the Letter of Credit Issuer for the related Unpaid Drawing. If and to the extent such Letter of Credit Participant shall not have so made its Revolving Credit Commitment Percentage of the amount of such payment available to the Administrative Agent for the account of the Letter of Credit Issuer, or that in the sole judgment of the Letter of Credit Issuer, such Revolving Credit Loan cannot for any reason be made on the date otherwise required above (including as a result of the commencement of a proceeding under any Debtor Relief Law in respect of the Borrower), each Letter of Credit Participant hereby agrees that its participation in such Unpaid Drawing shall remain outstanding in lieu of funding its portion of such Revolving Credit Loan and such Letter of Credit Participant agrees to pay to the Administrative Agent for the account of the Letter of Credit Issuer, forthwith on demand, such amount, together with interest thereon for each day from such date until the date such amount is paid to the Administrative Agent for the account of the Letter of Credit Issuer at a rate per annum equal to which shall be the Overnight Applicable Reference Rate Margin plus the Reference Rate as in effect from time to time then in effect, (plus any administrative, processing or similar fees customarily charged an additional 2% per annum if not reimbursed by the second Business Day following any such notice of payment or disbursement), such interest to be payable on demand. Notwithstanding the foregoing, to the extent that a Letter of Credit Issuer in connection with the foregoing. The failure of any a Letter of Credit Participant denominated in a currency other than U.S. dollars has agreed in writing to make available to such arrangement at the Administrative Agent for the account time of the issuance of such Letter of Credit Issuer its Revolving Credit Commitment Percentage of Credit, the Borrower shall reimburse any payment under any Letter of Credit shall not relieve any other Letter of Credit Participant of its obligation hereunder to make available to Drawing thereunder in the Administrative Agent for the account of the Letter of Credit Issuer its Revolving Credit Commitment Percentage of any payment under currency in which such Letter of Credit on the date requiredis denominated; provided, as specified above, but no Letter of Credit Participant shall be responsible for the failure of any other Letter of Credit Participant to make available to the Administrative Agent such other Letter of Credit Participant’s Revolving Credit Commitment Percentage of that (x) if any such paymentDrawing 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 U.S. dollars and in immediately available funds. (b) The Borrower's obligations of the Borrower under this Section 3.4 2.04 to reimburse the each Letter of Credit Issuer with respect to 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 set-offsetoff, counterclaim or defense to payment that which the Borrower or any other Person may have or have had against the Letter of Credit Issuer, the Administrative Agent or any Lender (including in its capacity as a Letter of Credit Issuer or as a Participant), including 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 such the Letter of Credit or any non-application or misapplication by the beneficiary of the proceeds of such Drawing; provided provided, that the Borrower shall not be obligated to reimburse the respective Letter of Credit Issuer for any wrongful payment made by the such Letter of Credit Issuer under the a Letter of Credit issued by it as a result of acts or omissions constituting willful misconduct or gross negligence as determined by a court of competent jurisdiction on the part of the such Letter of Credit Issuer as determined in the final, non-appealable judgment of a court of competent jurisdictionIssuer.

Agreement to Repay Letter of Credit Drawings. (a) Upon receipt from the beneficiary of any Letter of Credit of any notice of a drawing under such Letter of Credit, the applicable Letter of Credit Issuer shall notify the Borrower and the Administrative Agent thereof (such notification provided by such Letter of Credit Issuer to the Borrower and the Administrative Agent being referred to herein as an “L/C Draw Notice”). The Borrower hereby agrees to reimburse the each Letter of Credit Issuer in Dollars Issuer, by making payment with respect to any drawing under any Letter of Credit, Credit in the same currency in which such drawing was made unless such Letter of Credit Issuer (at its option) shall have specified in the notice of drawing that it will require reimbursement in Dollars. Any such reimbursement shall be made by making payment, whether with its own funds, with the proceeds of Revolving Credit Loans or any other source, Borrower to the Administrative Agent for the account of the Letter of Credit Issuer in immediately available funds, funds for any payment or disbursement made by the a Letter of Credit Issuer under any Letter of Credit issued by it (with respect to each such amount so paid until reimbursed, an “Unpaid Drawing”) if (i) an L/C Draw Notice with respect to a Letter of Credit is received by the Borrower (x) on or prior to 11:00 a.m. on the date of any payment by the applicable Letter of Credit Issuer (each such date a payment is made by a Letter of Credit Issuer under a Letter of Credit until reimbursedbeing referred to herein as an “Honor Date”), a “Unpaid Drawing” then, not later than 3:00 p.m. on the Honor Date or (iy) within one after 11:00 a.m. on the Honor Date, then, not later than 3:00 p.m. on the first Business Day following the Honor Date, (such date on which the Borrower, pursuant to clauses (x) and (y) of this sentence, are required to reimburse a Letter of Credit Issuer for a drawing under a Letter of Credit is referred to herein as the “Reimbursement Date”); provided, however, that if the Reimbursement Date for a drawing under a Letter of Credit is the Business Day following the Honor Date pursuant to clause (y) of this sentence then the Unpaid Drawing shall accrue interest from and including the Honor Date to the date of such payment or disbursement, if the Letter of Credit Issuer provides notice is reimbursed in full therefor (whether through payment by the Borrower and/or the L/C Participants in accordance with Section 3.3(c)) at a rate per annum equal to (A) for the period from and including the Honor Date to but excluding the first Business Day to occur thereafter, the Applicable Margin for Base Rate Loans that are Revolving Credit Loans plus the Base Rate as in effect from time to time and (B) thereafter, at the Default Rate in accordance with Section 2.8(c)). Interest accruing on the Unpaid Drawing pursuant to the proviso to the immediately preceding sentence shall be payable by the Borrower promptly to the Administrative Agent, solely for the account of such payment or disbursement prior to 11:00 a.m. (New York City time) on such next succeeding Business Day after the date of such payment or disbursement or (ii) if such notice is received after such time, on the next Business Day following the date of receipt of such notice (such required date for reimbursement under clause (i) or (ii), as applicable (the “Required Reimbursement Date”), with interest on the amount so paid or disbursed by such Letter of Credit Issuer, from and including the date of such payment or disbursement to but excluding the Required Reimbursement Date, at the per annum rate for each day equal to the rate described in Section 2.8(a); provided that, notwithstanding . 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 the relevant Letter of Credit Issuer prior to 11:00 a.m. (New York City time) on the Required 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 Committed Loan Notice requesting that, with respect to Letters of Borrowing requesting that Credit, the Lenders with Revolving Credit Commitments Lenders make Revolving Credit Loans (which shall be ABR denominated in Dollars and which shall be Base Rate Loans) on the Required Reimbursement Date in an amount equal to the amount of such drawing, drawing and (ii) the Administrative Agent shall promptly notify each Letter of Credit L/C Participant of such drawing and the amount of its Revolving Credit Loan to be made in respect thereof, and each Letter of Credit L/C Participant shall be irrevocably obligated to make a Revolving Credit Loan to the Borrower in Dollars 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) 2:00 p.m. on such Required Reimbursement Date by making the amount of such Revolving Credit Loan available to the Administrative Agent. Such Revolving Credit Loans made in respect of such Unpaid Drawing on such Required Reimbursement Date shall be made without regard to the Minimum Borrowing Amount and without regard to the satisfaction of the conditions set forth in Section 7Amount. The Administrative Agent shall use the proceeds of such Revolving Credit Loans solely for the purpose purposes of reimbursing the relevant Letter of Credit Issuer for the related Unpaid Drawing. If 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 L/C Obligations 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 relevant 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 respect of such Letter of Credit following the L/C Maturity Date, second, to the extent such Letter of Credit Participant shall not have so made its Revolving Credit Commitment Percentage of the amount of expires or is returned undrawn while any such payment available cash collateral remains, to the Administrative Agent for the account repayment of the Letter of Credit Issuer, or that in the sole judgment of the Letter of Credit Issuer, such Revolving Credit Loan cannot for any reason be made on the date otherwise required above (including as a result of the commencement of a proceeding under any Debtor Relief Law obligations in respect of any Revolving Credit Loans that have not been 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 affect the Borrower), each Letter of Credit Participant hereby agrees that its participation in such Unpaid Drawing shall remain ’s obligation to repay all outstanding in lieu of funding its portion of such Revolving Credit Loan and such Letter of Credit Participant agrees to pay to the Administrative Agent for the account of the Letter of Credit Issuer, forthwith on demand, such amount, together with interest thereon for each day from such date until the date such amount is paid to the Administrative Agent for the account of the Letter of Credit Issuer at a rate per annum equal to the Overnight Rate from time to time then Loans when due in effect, plus any administrative, processing or similar fees customarily charged by the Letter of Credit Issuer in connection accordance with the foregoing. The failure terms of any Letter of Credit Participant to make available to the Administrative Agent for the account of the Letter of Credit Issuer its Revolving Credit Commitment Percentage of any payment under any Letter of Credit shall not relieve any other Letter of Credit Participant of its obligation hereunder to make available to the Administrative Agent for the account of the Letter of Credit Issuer its Revolving Credit Commitment Percentage of any payment under such Letter of Credit on the date required, as specified above, but no Letter of Credit Participant shall be responsible for the failure of any other Letter of Credit Participant to make available to the Administrative Agent such other Letter of Credit Participant’s Revolving Credit Commitment Percentage of any such paymentthis Agreement. (b) The obligations obligation of the Borrower under this Section 3.4 to reimburse the each Letter of Credit Issuer with respect for each drawing under each Letter of Credit issued by such Letter of Credit Issuer and to Unpaid Drawings (including, in repay each case, interest thereon) L/C Borrowing 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 such Letter of Credit, this Agreement or any of the other Loan Documents; (ii) the existence of any claim, counterclaim, set-off, counterclaim defense or defense to payment other right that the Borrower or any other Person Subsidiary 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, relevant Letter of Credit Issuer, any Lender or other Person, whether in connection with this Agreement, any Letter of Credit, the Administrative Agent transactions contemplated herein or any Lender unrelated transactions (including any underlying transaction between the Borrower and the beneficiary named in its capacity as a any such Letter of Credit); (iii) any draft, demand, certificate or other document presented under such Letter of Credit Participant)proving to be forged, including fraudulent, 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 a such Letter of Credit; (c) waiver by the relevant Letter of Credit Issuer of any requirement that exists for such Letter of Credit Issuer’s protection and not the protection of the Borrower (eachor any Subsidiary of the Borrower) or any waiver by the relevant Letter of Credit Issuer which does not in fact materially prejudice the Borrower (or any Subsidiary of the Borrower); (d) any payment made by the relevant 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; (e) any payment by the relevant Letter of Credit Issuer under such Letter of Credit against presentation of a “Drawing”) to conform to draft or certificate that does not comply with the terms of such Letter of Credit Credit; or any non-application or misapplication by the beneficiary of the proceeds of such Drawing; provided that the Borrower shall not be obligated to reimburse the Letter of Credit Issuer for any wrongful payment made by the such Letter of Credit Issuer under the such Letter of Credit issued to any Person purporting to be a trustee in bankruptcy, debtor-in-possession, assignee for the 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 any Debtor Relief Law; (f) honor of a demand for payment presented electronically even if such Letter of Credit requires that demand be in the form of a draft; (g) any adverse change in any relevant exchange rates or in the relevant currency markets generally; (h) honor of demand for payment presented electronically even if such Letter of Credit requires that demand be in the form of a draft; or (i) 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 an equitable discharge of, or provide a right of set off against, the Borrower’s obligations hereunder (or any Subsidiary of the Borrower) (other than the defense of payment or performance). (j) The foregoing shall not be construed to excuse any Letter of Credit Issuer 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 Letter of Credit Issuer’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 parties hereto expressly agree that, in the absence of gross negligence or omissions constituting willful misconduct or gross negligence on the part of the any Letter of Credit Issuer (as finally determined in the final, non-appealable judgment of by a court of competent jurisdiction), such Letter of Credit Issuer shall be deemed to have exercised care in each such determination. In furtherance of the foregoing and without limiting the generality thereof, the parties agree that, with respect to documents presented which appear on their face to be in substantial compliance with the terms of a Letter of Credit, a Letter of Credit Issuer may, in its sole discretion, either accept and 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. The Borrower shall promptly examine a copy of each Letter of Credit and each amendment thereto that is delivered to it and, in the event of any claim of noncompliance with the Borrower’s instructions or other irregularity, the Borrower will immediately notify the applicable Letter of Credit Issuer. The Borrower shall be conclusively deemed to have waived any such claim against the applicable Letter of Credit Issuer and its correspondents unless such notice is given as aforesaid.

Agreement to Repay Letter of Credit Drawings. (a) The Borrower hereby agrees to reimburse the Letter of Credit Issuer in Dollars with respect to any drawing under any Letter of Creditrespective Issuing Bank, by making payment, whether with its own funds, with the proceeds of Revolving Credit Loans or any other source, payment to the Administrative Agent for the account of the Letter of Credit Issuer in immediately available fundsfunds at the Payment Office (or by making the payment directly to such 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 the Letter of Credit Issuer such Issuing Bank under any Letter of Credit issued by it (with respect to each such amount so paid under a Letter of Credit until reimbursed, a “an "Unpaid Drawing” (i) within one Business Day of "), immediately after, and in any event on the date of of, such payment or disbursement, if the Letter of Credit Issuer provides notice to the Borrower of such payment or disbursement prior to 11:00 a.m. (New York City time) on such next succeeding Business Day after the date of such payment or disbursement or (ii) if such notice is received after such time, on the next Business Day following the date of receipt of such notice (such required date for reimbursement under clause (i) or (ii), as applicable (the “Required Reimbursement Date”), with interest on the amount so paid or disbursed by such Letter Issuing Bank, to the extent not reimbursed prior to 12:00 Noon (New York time) on the date of Credit Issuersuch payment or disbursement, from and including the date of such payment paid or disbursement disbursed to but excluding the Required Reimbursement Date, at the per annum rate for each day equal to the 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 date such Issuing Bank is reimbursed by the Borrower shall have notified the Administrative Agent and the Letter of Credit Issuer prior to 11:00 a.m. (New York City time) on the Required 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 Revolving Credit Loans, the Borrower shall be deemed to have given a Notice of Borrowing requesting that the Lenders with Revolving Credit Commitments make Revolving Credit Loans (which shall be ABR Loans) on the Required Reimbursement Date in an amount equal to the amount of such drawing, and (ii) the Administrative Agent shall promptly notify each Letter of Credit Participant of such drawing and the amount of its Revolving Credit Loan to be made in respect thereof, and each Letter of Credit 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 Required Reimbursement Date by making the amount of such Revolving Credit Loan available to the Administrative Agent. Such Revolving Credit Loans made in respect of such Unpaid Drawing on such Required Reimbursement Date shall be made without regard to the Minimum Borrowing Amount and without regard to the satisfaction of the conditions set forth in Section 7. The Administrative Agent shall use the proceeds of such Revolving Credit Loans solely for the purpose of reimbursing the Letter of Credit Issuer for the related Unpaid Drawing. If and to the extent such Letter of Credit Participant shall not have so made its Revolving Credit Commitment Percentage of the amount of such payment available to the Administrative Agent for the account of the Letter of Credit Issuer, or that in the sole judgment of the Letter of Credit Issuer, such Revolving Credit Loan cannot for any reason be made on the date otherwise required above (including as a result of the commencement of a proceeding under any Debtor Relief Law in respect of the Borrower), each Letter of Credit Participant hereby agrees that its participation in such Unpaid Drawing shall remain outstanding in lieu of funding its portion of such Revolving Credit Loan and such Letter of Credit Participant agrees to pay to the Administrative Agent for the account of the Letter of Credit Issuer, forthwith on demand, such amount, together with interest thereon for each day from such date until the date such amount is paid to the Administrative Agent for the account of the Letter of Credit Issuer therefor at a rate per annum equal to which shall be the Overnight Base Rate in effect from time to time then plus 4%, in effect, plus any administrative, processing or similar fees customarily charged by the Letter of Credit Issuer in connection each case with the foregoing. The failure of any Letter of Credit Participant such interest to make available to the Administrative Agent for the account of the Letter of Credit Issuer its Revolving Credit Commitment Percentage of any payment under any Letter of Credit shall not relieve any other Letter of Credit Participant of its obligation hereunder to make available to the Administrative Agent for the account of the Letter of Credit Issuer its Revolving Credit Commitment Percentage of any payment under such Letter of Credit be payable on the date required, as specified above, but no Letter of Credit Participant shall be responsible for the failure of any other Letter of Credit Participant to make available to the Administrative Agent such other Letter of Credit Participant’s Revolving Credit Commitment Percentage of any such paymentdemand. (b) The obligations of the Borrower under this Section 3.4 1A.05 to reimburse the Letter of Credit Issuer respective Issuing Bank with respect to Unpaid Drawings (including, in each case, interest thereon) shall be absolute and unconditional under any and all circumstances and irrespective of any set-offsetoff, counterclaim or defense to payment that which the Borrower or any other Person may have or have had against the Letter of Credit Issuer, the Administrative Agent or any Lender Bank (including in its capacity as a Letter of Credit Issuing Bank or as Participant), including including, without limitation, any defense based upon the failure of any drawing under a Letter of Credit (each, each a “"Drawing”") to conform to the terms of such the Letter of Credit or any non-application nonapplication or misapplication by the beneficiary of the proceeds of such Drawing; provided provided, however, that the Borrower shall not be obligated to reimburse the Letter of Credit Issuer any Issuing Bank for any wrongful payment made by the such Issuing Bank under a Letter of Credit Issuer under the Letter of Credit issued by it as a result of acts or omissions constituting willful misconduct or gross negligence on the part of the Letter of Credit Issuer as determined in the final, non-appealable judgment of a court of competent jurisdictionsuch Issuing Bank.

Agreement to Repay Letter of Credit Drawings. (a) The Borrower Each Account Party hereby agrees to reimburse the Letter of Credit Issuer respective Issuing Bank, by making payment in Dollars with respect to any drawing (or, in the case of a reimbursement under any a Non-Dollar Alternate Currency Letter of Credit, by making paymentat any time prior to the occurrence of a Sharing Event, whether with its own funds, with the proceeds Non-Dollar Alternate Currency in which such Non-Dollar Alternate Currency Letter of Revolving Credit Loans or any other source, is denominated) and in immediately available funds directly to the Administrative Agent at the Payment Office for the account benefit of the Letter of Credit Issuer in immediately available fundssuch Issuing Bank, for any payment or disbursement made by (in the case of any such payment or disbursement under any Alternate Currency Letter of Credit Issuer 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 Non-Dollar Alternate Currency in which such Non-Dollar 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 Bank under any Letter of Credit issued by it for the account of the respective Account Party (with respect to each such amount so paid under a Letter of Credit paid, until reimbursed, a an “Unpaid Drawing” (i) within one ”), not later than two Business Day of Days after the date Administrative Agent or such Issuing Bank notifies the respective Account Party of such payment or disbursement, if the Letter of Credit Issuer provides notice to the Borrower of such payment or disbursement prior to 11:00 a.m. (New York City time) on such next succeeding Business Day after the date of such payment or disbursement or (ii) if such notice is received after such time, on the next Business Day following the date of receipt of such notice (such required date for reimbursement under clause (i) or (ii), as applicable (the “Required Reimbursement Date”), with interest on the amount so paid or disbursed by such Letter Issuing Bank, to the extent not reimbursed prior to 2:00 P.M. (New York time), on the date of Credit Issuersuch payment or disbursement, from and including the date paid or disbursed to but excluding the date such Issuing Bank is reimbursed by the respective Account Party therefor at a rate per annum 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 for Dollar Revolving Loans maintained as Base Rate Loans as in effect from time to time and (y) in the case of Non-Dollar Alternate Currency Letters of Credit denominated in a given Non-Dollar 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 and for an Interest Period of one month) or relevant Alternate Currency Non-LIBOR Rate, as applicable, in effect from time to time plus the Applicable Margin for Non-Dollar Alternate Currency Revolving Loans as 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 respective Account Party from the Administrative Agent or the respective Issuing Bank of such payment or disbursement or upon the occurrence of a Default or an Event of Default, in each case, under Section 10.05, upon the request of such Issuing Bank, interest shall thereafter accrue on the amounts so paid or disbursed by such Issuing Bank (and until reimbursed by the respective Account Party) at a rate per annum 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 but excluding time plus the Required Reimbursement DateApplicable Margin for Dollar Revolving Loans maintained as Base Rate Loans as in effect from time to time plus 2% and (y) in the case of Non-Dollar Alternate Currency Letters of Credit denominated in a given Non-Dollar 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 and for an Interest Period of one month) or relevant Alternate Currency Non-LIBOR Rate, as applicable, in effect from time to time plus the Applicable Margin for Non-Dollar Alternate Currency Revolving Loans as in effect from time to time plus any Mandatory Costs plus 2%, in each such case, with 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, in each case, 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 per annum rate for provided in the foregoing proviso). The respective Issuing Bank shall give the respective Account Party and the Administrative Agent (if not the Issuing Bank under the respective Letter of Credit) prompt written notice of each day equal to the rate described in Section 2.8(a); provided that, notwithstanding anything contained in this Agreement to the contrary, with respect to Drawing under any Letter of Credit, (i) unless the Borrower shall have notified the Administrative Agent and the Letter of Credit Issuer prior to 11:00 a.m. (New York City time) on the Required Reimbursement Date provided that the Borrower intends failure to reimburse the 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 the Lenders with Revolving Credit Commitments make Revolving Credit Loans (which shall be ABR Loans) on the Required Reimbursement Date in an amount equal to the amount of such drawing, and (ii) the Administrative Agent shall promptly notify each Letter of Credit Participant of such drawing and the amount of its Revolving Credit Loan to be made in respect thereof, and each Letter of Credit 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 Required Reimbursement Date by making the amount of such Revolving Credit Loan available to the Administrative Agent. Such Revolving Credit Loans made in respect of such Unpaid Drawing on such Required Reimbursement Date shall be made without regard to the Minimum Borrowing Amount and without regard to the satisfaction of the conditions set forth in Section 7. The Administrative Agent shall use the proceeds of such Revolving Credit Loans solely for the purpose of reimbursing the Letter of Credit Issuer for the related Unpaid Drawing. If and to the extent such Letter of Credit Participant shall not have so made its Revolving Credit Commitment Percentage of the amount of such payment available to the Administrative Agent for the account of the Letter of Credit Issuer, or that in the sole judgment of the Letter of Credit Issuer, such Revolving Credit Loan cannot for any reason be made on the date otherwise required above (including as a result of the commencement of a proceeding under any Debtor Relief Law in respect of the Borrower), each Letter of Credit Participant hereby agrees that its participation in such Unpaid Drawing shall remain outstanding in lieu of funding its portion of such Revolving Credit Loan and such Letter of Credit Participant agrees to pay to the Administrative Agent for the account of the Letter of Credit Issuer, forthwith on demand, such amount, together with interest thereon for each day from such date until the date such amount is paid to the Administrative Agent for the account of the Letter of Credit Issuer at a rate per annum equal to the Overnight Rate from time to time then in effect, plus any administrative, processing or similar fees customarily charged by the Letter of Credit Issuer in connection with the foregoing. The failure of any Letter of Credit Participant to make available to the Administrative Agent for the account of the Letter of Credit Issuer its Revolving Credit Commitment Percentage of any payment under any Letter of Credit shall not relieve any other Letter of Credit Participant of its obligation hereunder to make available to the Administrative Agent for the account of the Letter of Credit Issuer its Revolving Credit Commitment Percentage of any payment under such Letter of Credit on the date required, as specified above, but no Letter of Credit Participant shall be responsible for the failure of any other Letter of Credit Participant to make available to the Administrative Agent such other Letter of Credit Participant’s Revolving Credit Commitment Percentage of give any such paymentnotice shall in no way affect, impair or diminish the respective, Account Party’s obligations hereunder. (b) The obligations of the Borrower each Account Party under this Section 3.4 2.05 to reimburse the Letter of Credit Issuer respective Issuing Bank with respect to Unpaid Drawings (including, in each case, interest thereon) shall be absolute absolute, unconditional and unconditional irrevocable and shall be performed strictly in accordance with the terms of this Agreement under any and all circumstances whatsoever and irrespective of (i) any set-off, counterclaim lack of validity or defense to payment that the Borrower or enforceability of any other Person may have or have had against the Letter of Credit Issueror this Agreement, the Administrative Agent or any Lender term or provision therein, (including in its capacity as a Letter of Credit Participant), including ii) any defense based upon the failure of any drawing draft or other document presented under a Letter of Credit proving to be forged, fraudulent or invalid in any respect or any statement therein being untrue or inaccurate in any respect, (each, iii) payment by an Issuing Bank under a “Drawing”) to conform to Letter of Credit against presentation of a draft or other document that does not comply with the terms of such Letter of Credit, (iv) any dispute among the Borrowers and any beneficiary of a Letter of Credit or any non-application other Person to which a Letter of Credit may be transferred or misapplication by any claims whatsoever of the Borrowers against any beneficiary of a Letter of Credit or any such transferee, or (v) any other event or circumstance whatsoever, whether or not similar to any of the proceeds foregoing, that might, but for the provisions of such Drawingthis Section, constitute a legal or equitable discharge of, or provide a right of setoff against, any Account Party’s obligations hereunder. Neither the Administrative Agent, the Lenders nor any Issuing Bank, nor any of their Related Parties, 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 relevant Issuing Bank; provided that the Borrower foregoing shall not be obligated construed to reimburse excuse any Issuing Bank from liability to the Borrowers 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 Borrowers and the Issuing Banks against each other (it being understood that any such claims made by Lender Parties against any of the Issuing Banks or any other Lender Parties are not so waived), in each case, to the extent permitted by applicable law) suffered by any such Account Party 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 Issuer for any wrongful payment made by comply with the Letter terms thereof. The parties hereto expressly agree that, in the absence of Credit Issuer under the Letter of Credit issued by it as a result of acts gross negligence or omissions constituting willful misconduct or gross negligence on the part of the Letter of Credit Issuer relevant Issuing Bank (as finally determined in the final, non-appealable judgment of by a court of competent jurisdiction), such Issuing Bank shall be deemed to have exercised care in each such determination. In furtherance of the foregoing and without limiting the generality thereof, the parties agree that, with respect to documents presented which appear on their face to be in substantial compliance with the terms of a Letter of Credit, each Issuing Bank may, in its sole discretion, either accept and 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.

Agreement to Repay Letter of Credit Drawings. (a) The Borrower hereby agrees to reimburse the each Letter of Credit Issuer in Dollars with respect to any drawing under any Letter of CreditIssuer, by making payment, whether with its own funds, with the proceeds of Revolving Credit Loans or any other source, payment to the Administrative Agent for the account of the Letter of Credit Issuer in immediately available fundsfunds at the Payment Office, for any payment or disbursement made by the such Letter of Credit Issuer under any Letter of Credit issued by it (with respect to each such amount so paid under a Letter of Credit or disbursed until reimbursed, a “Unpaid Drawing” (ian "UNPAID DRAWING") within one Business Day of immediately after, and in any event on the date of on which, such payment or disbursement, if the Letter of Credit Issuer provides notice to notifies the Administrative Agent and the Borrower of such payment or disbursement prior (which notice to 11:00 a.m. (New York City time) on such next succeeding Business Day the Borrower shall be delivered reasonably promptly after the date of any such payment or disbursement or (ii) if such notice is received after such time, on the next Business Day following the date of receipt of such notice (such required date for reimbursement under clause (i) or (ii), as applicable (the “Required Reimbursement Date”disbursement), with interest on the amount so paid or disbursed by such Letter of Credit Issuer, from and including to the extent not reimbursed prior to 1:00 P.M. (Cleveland, Ohio time) on the date of such payment or disbursement disbursement, from and including the date paid or disbursed to but excluding not including the Required Reimbursement Date, at the per annum rate for each day equal to the 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 the date such Letter of Credit Issuer prior to 11:00 a.m. (New York City time) on the Required 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 Revolving Credit Loans, the Borrower shall be deemed to have given a Notice of Borrowing requesting that the Lenders with Revolving Credit Commitments make Revolving Credit Loans (which shall be ABR Loans) on the Required Reimbursement Date in an amount equal to the amount of such drawing, and (ii) the Administrative Agent shall promptly notify each Letter of Credit Participant of such drawing and the amount of its Revolving Credit Loan to be made in respect thereof, and each Letter of Credit 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 Required Reimbursement Date by making the amount of such Revolving Credit Loan available to the Administrative Agent. Such Revolving Credit Loans made in respect of such Unpaid Drawing on such Required Reimbursement Date shall be made without regard to the Minimum Borrowing Amount and without regard to the satisfaction of the conditions set forth in Section 7. The Administrative Agent shall use the proceeds of such Revolving Credit Loans solely for the purpose of reimbursing the Letter of Credit Issuer for the related Unpaid Drawing. If and to the extent such Letter of Credit Participant shall not have so made its Revolving Credit Commitment Percentage of the amount of such payment available to the Administrative Agent for the account of the Letter of Credit Issuer, or that in the sole judgment of the Letter of Credit Issuer, such Revolving Credit Loan cannot for any reason be made on the date otherwise required above (including as a result of the commencement of a proceeding under any Debtor Relief Law in respect of the Borrower), each Letter of Credit Participant hereby agrees that its participation in such Unpaid Drawing shall remain outstanding in lieu of funding its portion of such Revolving Credit Loan and such Letter of Credit Participant agrees to pay to the Administrative Agent for the account of the Letter of Credit Issuer, forthwith on demand, such amount, together with interest thereon for each day from such date until the date such amount is paid to the Administrative Agent for the account of the Letter of Credit Issuer reimbursed therefor at a rate per annum equal which shall be the rate then applicable to the Overnight Base Rate from time to time then in effect, Loans (plus any administrative, processing or similar fees customarily charged an additional 2.25% per annum if not reimbursed by the Letter of Credit Issuer in connection with the foregoing. The failure of any Letter of Credit Participant to make available to the Administrative Agent for the account of the Letter of Credit Issuer its Revolving Credit Commitment Percentage of any payment under any Letter of Credit shall not relieve any other Letter of Credit Participant of its obligation hereunder to make available to the Administrative Agent for the account of the Letter of Credit Issuer its Revolving Credit Commitment Percentage of any payment under such Letter of Credit on third Business Day after the date requiredof such payment or disbursement), as specified above, but no Letter of Credit Participant shall such interest also to be responsible for the failure of any other Letter of Credit Participant to make available to the Administrative Agent such other Letter of Credit Participant’s Revolving Credit Commitment Percentage of any such paymentpayable on demand. (b) The obligations of the Borrower Borrower's obligation under this Section 3.4 section 2.3 to reimburse the each Letter of Credit Issuer with respect to Unpaid Drawings (including, in each case, interest thereon) shall be absolute and unconditional under any and all circumstances and irrespective of any set-offsetoff, counterclaim or defense to payment that which the Borrower or any other Person may have or have had against the such Letter of Credit Issuer, the Administrative Agent or Agent, any Lender (including in its capacity as a other Letter of Credit Participant)Issuer or any Lender, including 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 such the Letter of Credit or any non-application or misapplication by the beneficiary of the proceeds of such Drawing; provided drawing, PROVIDED, HOWEVER that the Borrower shall not be obligated to reimburse the a Letter of Credit Issuer for any wrongful payment made by the such Letter of Credit Issuer under the a Letter of Credit issued by it as a result of acts or omissions constituting willful misconduct or gross negligence on the part of the such Letter of Credit Issuer as determined in the final, non-appealable judgment of a court of competent jurisdictionIssuer.

Agreement to Repay Letter of Credit Drawings. (a) Upon the receipt by the Bank of notice of any Drawing from a beneficiary under a Letter of Credit, the Bank promptly will provide the Borrower with telecopy notice thereof. The Borrower hereby agrees to reimburse the Letter of Credit Issuer in Dollars with respect to any drawing under any Letter of Credit, Bank by making payment, whether with its own funds, with the proceeds of Revolving Credit Loans or any other source, payment to the Administrative Agent for the account of the Letter of Credit Issuer Bank in immediately available fundsfunds at the Payment Office, for any payment or disbursement made by the Letter of Credit Issuer Bank under any Letter of Credit issued by it or Xxxxx Fargo (with respect to each such amount so paid under a Letter of Credit until reimbursed, a an “Unpaid Drawing” (i”) within one Business Day of on the date of such payment or disbursementpayment, provided that if the Letter Borrower shall have received notice of Credit Issuer provides notice to the Borrower of such payment or disbursement prior to any Drawing later than 11:00 a.m. (New York City Central time) on such next succeeding any Business Day after Day, then the date of Borrower shall make such payment or disbursement or not later than 11:00 a.m. (iiCentral time) if such notice is received after such time, on the next immediately following Business Day following the date of receipt of such notice (such required date for reimbursement under clause (i) or (ii)Day, as applicable (the “Required Reimbursement Date”), together with interest on the amount so paid or disbursed by the Bank at the rate specified herein, to the extent not reimbursed prior to 2:00 p.m. (Central time) on the date of such Letter of Credit Issuerpayment, from and including the date of such payment or disbursement to paid but excluding the Required Reimbursement Datedate reimbursement is made as provided above, at the per annum rate for each day equal to the 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 the Letter of Credit Issuer prior to 11:00 a.m. (New York City time) on the Required 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 Revolving Credit Loans, the Borrower shall be deemed to have given a Notice of Borrowing requesting that the Lenders with Revolving Credit Commitments make Revolving Credit Loans (which shall be ABR Loans) on the Required Reimbursement Date in an amount equal to the amount of such drawing, and (ii) the Administrative Agent shall promptly notify each Letter of Credit Participant of such drawing and the amount of its Revolving Credit Loan interest to be made in respect thereof, and each Letter of Credit 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 Required Reimbursement Date by making the amount of such Revolving Credit Loan available to the Administrative Agent. Such Revolving Credit Loans made in respect of such Unpaid Drawing on such Required Reimbursement Date shall be made without regard to the Minimum Borrowing Amount and without regard to the satisfaction of the conditions set forth in Section 7. The Administrative Agent shall use the proceeds of such Revolving Credit Loans solely for the purpose of reimbursing the Letter of Credit Issuer for the related Unpaid Drawing. If and to the extent such Letter of Credit Participant shall not have so made its Revolving Credit Commitment Percentage of the amount of such payment available to the Administrative Agent for the account of the Letter of Credit Issuer, or that in the sole judgment of the Letter of Credit Issuer, such Revolving Credit Loan cannot for any reason be made on the date otherwise required above (including as a result of the commencement of a proceeding under any Debtor Relief Law in respect of the Borrower), each Letter of Credit Participant hereby agrees that its participation in such Unpaid Drawing shall remain outstanding in lieu of funding its portion of such Revolving Credit Loan and such Letter of Credit Participant agrees to pay to the Administrative Agent for the account of the Letter of Credit Issuer, forthwith on demand, such amount, together with interest thereon for each day from such date until the date such amount is paid to the Administrative Agent for the account of the Letter of Credit Issuer at a rate per annum equal to the Overnight Rate from time to time then in effect, plus any administrative, processing or similar fees customarily charged by the Letter of Credit Issuer in connection with the foregoing. The failure of any Letter of Credit Participant to make available to the Administrative Agent for the account of the Letter of Credit Issuer its Revolving Credit Commitment Percentage of any payment under any Letter of Credit shall not relieve any other Letter of Credit Participant of its obligation hereunder to make available to the Administrative Agent for the account of the Letter of Credit Issuer its Revolving Credit Commitment Percentage of any payment under such Letter of Credit on the date required, as specified above, but no Letter of Credit Participant shall be responsible for the failure of any other Letter of Credit Participant to make available to the Administrative Agent such other Letter of Credit Participant’s Revolving Credit Commitment Percentage of any such paymentpayable ON DEMAND. (b) The Borrower’s obligations of the Borrower under this Section 3.4 2.5 to reimburse the Letter of Credit Issuer Bank with respect to Unpaid Drawings (including, in each case, interest thereon) shall be absolute and unconditional under any and all circumstances (except as provided below with respect to the gross negligence, bad faith or willful misconduct of the Bank or Xxxxx Fargo) and irrespective of any set-offsetoff, counterclaim or defense to payment that which the Borrower or any other Person may have or have had against the Letter of Credit Issuer, the Administrative Agent Bank or any Lender (including in its capacity as a Letter of Credit Participant)Xxxxx Fargo, including any defense based upon the failure of any drawing under a Letter of Credit (each, each a “Drawing”) to conform to the terms of such the Letter of Credit (other than a defense based upon the gross negligence, bad faith or willful misconduct of the Bank or Xxxxx Fargo in determining whether such Drawing conforms to the terms of the Letter of Credit) or any non-application or misapplication by the beneficiary of the proceeds of such Drawing; provided that , including any of the following circumstances: (i) any lack of validity or enforceability of this Agreement or any of the other International Loan Documents; (ii) the existence of any claim, setoff, defense or other right which the Borrower shall not be obligated to reimburse the may have at any time against a beneficiary named in a Letter of Credit, any transferee of any Letter of Credit Issuer (or any Person for whom any wrongful payment made by such transferee may be acting), the Bank, Xxxxx Fargo, or any other Person, whether in connection with this Agreement, any Letter of Credit Issuer Credit, the transactions contemplated herein or any unrelated transactions (including any underlying transaction between the Borrower or any other Person and the beneficiary named in any such Letter of Credit); (iii) any draft, certificate or any other document presented under the Letter of Credit issued by it as proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; (iv) the surrender or impairment of any security for the performance or observance of any of the terms of any of the International Loan Documents; (v) the occurrence of any Default or Event of Default; or (vi) any other circumstance which might otherwise constitute a result defense available to, or a discharge of, the Borrower; provided that none of acts the foregoing is attributable to the gross negligence, bad faith or omissions constituting willful misconduct or gross negligence on the part of the Bank or Xxxxx Fargo. (c) The Borrower also agrees with the Bank that, in the absence of gross negligence, bad faith or willful misconduct of the Bank or Xxxxx Fargo, the Bank shall not be responsible for, and the Borrower’s reimbursement obligations under Section 2.5(a) shall not be affected by, among other things, the validity or genuineness of documents or of any endorsements thereon, even though such documents shall in fact prove to be invalid, fraudulent or forged, or any dispute between the Borrower or any other Person and the beneficiary of any Letter of Credit Issuer as determined or any other party to which such Letter of Credit may be transferred, or any claims whatsoever of the Borrower or any other Person against any beneficiary of such Letter of Credit or any such transferee. (d) Neither the Bank nor Xxxxx Fargo shall be liable for any error, omission, interruption or delay in transmission, dispatch or delivery of any message or advice, however transmitted, in connection with any Letter of Credit, except for errors or omissions caused by the Bank’s or Xxxxx Fargo’s gross negligence, bad faith or willful misconduct. The Borrower agrees that any action taken or omitted by the Bank or Xxxxx Fargo under or in connection with any Letter of Credit or the related drafts or documents, if done in the finalabsence of gross negligence, non-appealable judgment bad faith or willful misconduct and in accordance with the standards of care specified in the Uniform Customs and Practice for Documentary Credits (1994 Revision), International Chamber of Commerce, Publication No. 500 (and any subsequent revisions thereof approved by a court Congress of competent jurisdictionthe International Chamber of Commerce and adhered to by the Bank) and, to the extent not inconsistent therewith, the Uniform Commercial Code of the State of New York, shall not result in any liability of the Bank or Xxxxx Fargo to the Borrower or any other Person. IT IS THE INTENT OF THE PARTIES HERETO THAT NEITHER THE BANK NOR XXXXX FARGO SHALL HAVE ANY LIABILITY UNDER THIS SECTION 2.5 FOR THE ORDINARY SOLE OR CONTRIBUTORY NEGLIGENCE OF THE BANK OR XXXXX FARGO.

Agreement to Repay Letter of Credit Drawings. (a) The Borrower hereby agrees to reimburse the Letter of Credit Issuer in Dollars with respect to any drawing under any Letter of CreditIssuer, by making payment, whether with its own funds, with the proceeds of Revolving Credit Loans or any other source, payment to the Administrative Agent for the account of the Letter of Credit Issuer in immediately available funds, for any payment or disbursement made by the Letter of Credit Issuer under any Letter of Credit issued by it (with respect to each such amount so paid under a Letter of Credit until reimbursed, a an “Unpaid Drawing” ”) (i) within one two Business Day Days of the date of such payment or disbursement, if the Letter of Credit Issuer provides notice to the Borrower of such payment or disbursement prior to 11:00 10:00 a.m. (New York City time) on such next succeeding Business Day after from the date of such payment or disbursement or (ii) if such notice is received after such time, on the next second Business Day following the date of receipt of such notice (such required date for reimbursement under clause (i) or (ii), as applicable (applicable, the “Required Reimbursement Date”), with interest on the amount so paid or disbursed by such Letter of Credit Issuer, (A) from and including the date of such payment or disbursement to but excluding the Required Reimbursement Date, at the per annum rate for each day equal to the rate described in Section 2.8(a), and (B) from and including the Required Reimbursement Date to but excluding the date such Letter of Credit Issuer is reimbursed therefor, at a rate per annum that shall at all times be the rate described in Section 2.8(c)(ii); 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 the Letter of Credit Issuer prior to 11:00 10:00 a.m. (New York City time) on the Required 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 Revolving Credit Loans, the Borrower shall be deemed to have given a Notice of Borrowing requesting that the Lenders with Revolving Credit Commitments make Revolving Credit Loans (which shall be ABR Loans) on the Required Reimbursement Date in an amount equal to the amount of at such drawing, and (ii) the Administrative Agent shall promptly notify each Letter of Credit Participant of such drawing and the amount of its Revolving Credit Loan to be made in respect thereof, and each Letter of Credit 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 1:00 p.m. (New York City time) on such Required Reimbursement Date by making the amount of such Revolving Credit Loan available to the Administrative Agent. Such Revolving Credit Loans made in respect of such Unpaid Drawing on such Required Reimbursement Date shall be made without regard to the Minimum Borrowing Amount and without regard to the satisfaction of the conditions set forth in Section 7Amount. The Administrative Agent shall use the proceeds of such Revolving Credit Loans solely for the purpose of reimbursing the Letter of Credit Issuer for the related Unpaid Drawing. If and to the extent such Letter of Credit Participant shall not have so made its Revolving Credit Commitment Percentage of the amount of such payment available to the Administrative Agent for the account of the Letter of Credit Issuer, or that in the sole judgment of the Letter of Credit Issuer, such Revolving Credit Loan cannot for any reason be made on the date otherwise required above (including as a result of the commencement of a proceeding under any Debtor Relief Law in respect of the Borrower), each Letter of Credit Participant hereby agrees that its participation in such Unpaid Drawing shall remain outstanding in lieu of funding its portion of such Revolving Credit Loan and such Letter of Credit Participant agrees to pay to the Administrative Agent for the account of the Letter of Credit Issuer, forthwith on demand, such amount, together with interest thereon for each day from such date until the date such amount is paid to the Administrative Agent for the account of the Letter of Credit Issuer at a rate per annum equal to the Overnight Rate from time to time then in effect, plus any administrative, processing or similar fees customarily charged by the Letter of Credit Issuer in connection with the foregoing. The failure of any Letter of Credit Participant to make available to the Administrative Agent for the account of the Letter of Credit Issuer its Revolving Credit Commitment Percentage of any payment under any Letter of Credit shall not relieve any other Letter of Credit Participant of its obligation hereunder to make available to the Administrative Agent for the account of the Letter of Credit Issuer its Revolving Credit Commitment Percentage of any payment under such Letter of Credit on the date required, as specified above, but no Letter of Credit Participant shall be responsible for the failure of any other Letter of Credit Participant to make available to the Administrative Agent such other Letter of Credit Participant’s Revolving Credit Commitment Percentage of any such payment. (b) The obligations of the Borrower under this Section 3.4 to reimburse the Letter of Credit Issuer with respect to Unpaid Drawings (including, in each case, interest thereon) shall be absolute and unconditional under any and all circumstances and irrespective of any set-off, counterclaim or defense to payment that the Borrower or any other Person may have or have had against the Letter of Credit Issuer, the Administrative Agent or any Lender (including in its capacity as a Letter of Credit Participant), including any defense based upon the failure of any drawing under a Letter of Credit (each, each a “Drawing”) to conform to the terms of such Letter of Credit or any non-application or misapplication by the beneficiary of the proceeds of such Drawing; provided that the Borrower shall not be obligated to reimburse the Letter of Credit Issuer for any wrongful payment made by the Letter of Credit Issuer under the Letter of Credit issued by it as a result of acts or omissions constituting willful misconduct or gross negligence on the part of the Letter of Credit Issuer as determined in the final, non-appealable judgment of a court of competent jurisdiction.the

Agreement to Repay Letter of Credit Drawings. (a) The Borrower hereby agrees to reimburse the each Letter of Credit Issuer by making payment in Dollars with respect to any drawing under any Letter of Credit, by making payment, whether with its own funds, with the proceeds of Revolving Credit Loans or any other source, to the Administrative Agent for the account of the such Letter of Credit Issuer in immediately available funds, for any payment or disbursement made by the such Letter of Credit Issuer under any Letter of Credit issued by it (with respect to each such amount so paid under a Letter of Credit until reimbursed, a an “Unpaid Drawing” ”) (i) within one Business Day of the date of such payment or disbursement, disbursement if the such Letter of Credit Issuer provides notice to the Borrower of such payment or disbursement prior to before 11:00 a.m. (New York City time) on such next succeeding Business Day after (from the date of such payment or disbursement disbursement) or (ii) if such notice is received after such time, on the next Business Day following the date of receipt of such notice (such required date for reimbursement under clause (i) or (ii), as applicable applicable, on such Business Day (the “Required Reimbursement Date”)), with interest on the amount so paid or disbursed by such Letter of Credit Issuer, from and including the date of such payment or disbursement to but excluding the Required Reimbursement Date, at the per annum rate for each day equal to the rate described in Section 2.8(a); provided thatbut, 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 the applicable Letter of Credit Issuer prior to before 11:00 a.m. (New York City time) on the Required Reimbursement Date that the Borrower intends to reimburse the such Letter of Credit Issuer for the amount of such drawing 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 the Lenders with Revolving Credit Commitments make Revolving Credit Loans (which shall be ABR Loans) on the Required Reimbursement Date in an amount equal to the amount of such drawingthe Unpaid Drawing, and (ii) the Administrative Agent shall promptly notify each Letter of Credit Participant Lender of such drawing Drawing and the amount of its Revolving Credit Loan to be made in respect thereof, and each Letter of Credit Participant Lender 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 Required Reimbursement Date by making the amount of such Revolving Credit Loan available to the Administrative Agent. Such Revolving Credit Loans made in respect of such Unpaid Drawing on such Required Reimbursement Date shall be made without regard to the Minimum Borrowing Amount limits of Section 2.2 and without regard to the satisfaction of the conditions set forth in Section 7Article VII. The Administrative Agent shall use the proceeds of such Revolving Credit Loans solely for the purpose of reimbursing the applicable Letter of Credit Issuer for the related Unpaid Drawing (and upon the application of the proceeds of such Loans to such Unpaid Drawing, the Borrower’s obligations with respect to such Unpaid Drawing shall be satisfied in full and replaced with an obligation to repay such Loans in accordance with the terms of this Agreement). If In the event that the Borrower fails to Cash Collateralize any Letter of Credit that is outstanding on the Maturity Date (or make other arrangements with respect thereto satisfactory to the applicable Letter of Credit Issuer and the Administrative Agent), the full amount of the Letter of Exposure in respect of such Letter of Credit shall be deemed to be an Unpaid Drawing subject to the provisions of this Section except that such 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 respect of such Letter of Credit following the L/C Maturity Date, second, to the extent such Letter of Credit Participant shall not have so made its Revolving Credit Commitment Percentage of the amount of expires or is returned undrawn while any such payment available Cash Collateral remains, to the Administrative Agent for the account repayment of the Letter of Credit Issuer, or that in the sole judgment of the Letter of Credit Issuer, such Revolving Credit Loan cannot for any reason be made on the date otherwise required above (including as a result of the commencement of a proceeding under any Debtor Relief Law 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 affect the Borrower), each Letter of Credit Participant hereby agrees that its participation ’s obligation to repay all outstanding Loans when due in such Unpaid Drawing shall remain outstanding in lieu of funding its portion of such Revolving Credit Loan and such Letter of Credit Participant agrees to pay to the Administrative Agent for the account of the Letter of Credit Issuer, forthwith on demand, such amount, together with interest thereon for each day from such date until the date such amount is paid to the Administrative Agent for the account of the Letter of Credit Issuer at a rate per annum equal to the Overnight Rate from time to time then in effect, plus any administrative, processing or similar fees customarily charged by the Letter of Credit Issuer in connection accordance with the foregoing. The failure terms of any Letter of Credit Participant to make available to the Administrative Agent for the account of the Letter of Credit Issuer its Revolving Credit Commitment Percentage of any payment under any Letter of Credit shall not relieve any other Letter of Credit Participant of its obligation hereunder to make available to the Administrative Agent for the account of the Letter of Credit Issuer its Revolving Credit Commitment Percentage of any payment under such Letter of Credit on the date required, as specified above, but no Letter of Credit Participant shall be responsible for the failure of any other Letter of Credit Participant to make available to the Administrative Agent such other Letter of Credit Participant’s Revolving Credit Commitment Percentage of any such paymentthis Agreement. (b) The obligations of the Borrower under this Section 3.4 to reimburse the each Letter of Credit Issuer with respect to Unpaid Drawings (including, in each case, interest thereon) shall be absolute and unconditional under any and all circumstances and irrespective of any set-off, counterclaim or defense to payment that the Borrower or any other Person may have or have had against the such Letter of Credit Issuer, the Administrative Agent or any Lender (including in its capacity as a Letter of Credit an L/C Participant), including any defense based upon the failure of any drawing under a Letter of Credit (each, each a “Drawing”) to conform to the terms of such the Letter of Credit or any non-application or misapplication by the beneficiary of the proceeds of such Drawing; provided that but the Borrower shall not be obligated to reimburse the any Letter of Credit Issuer for any wrongful payment made by the such Letter of Credit Issuer under the Letter of Credit issued by it as a result of acts or omissions constituting willful misconduct misconduct, bad faith or gross negligence on the part of the such Letter of Credit Issuer (as determined in the final, a final and non-appealable judgment of by a court of competent jurisdiction).

Agreement to Repay Letter of Credit Drawings. (a) The Borrower hereby agrees to reimburse the Letter of Credit Issuer in Dollars with respect to any drawing under any Letter of CreditIssuer, by making payment, whether with its own funds, with the proceeds of Revolving Credit Loans or any other source, payment to the Administrative Agent for the account of the Letter of Credit Issuer in immediately available funds, funds for any payment or disbursement made by the Letter of Credit Issuer under any Letter of Credit issued by it (with respect to each such amount so paid under a Letter of Credit until reimbursed, a an “Unpaid Drawing” (i”) within one Business Day of immediately after, and in any event on the date of of, such payment or disbursement, if the Letter of Credit Issuer provides notice to the Borrower of such payment or disbursement prior to 11:00 a.m. (New York City time) on such next succeeding Business Day after the date of such payment or disbursement or (ii) if such notice is received after such time, on the next Business Day following the date of receipt of such notice (such required date for reimbursement under clause (i) or (ii), as applicable (the “Required Reimbursement Date”)payment, with interest on the amount so paid or disbursed by such the Letter of Credit Issuer, to the extent not reimbursed prior to 5:00 p.m. (New York time) on the date of such payment or disbursement, from and including the date of such payment paid or disbursement disbursed to but excluding the Required Reimbursement Date, date the Letter of Credit Issuer is reimbursed therefor at the a rate per annum rate for each day equal to that shall at all times be the rate described in Section 2.8(a2.8(c)(ii); provided that, notwithstanding anything contained in this Agreement to the contrary, with respect to any Revolving Letter of Credit, (i) unless the Borrower shall have notified the Administrative Agent and the Letter of Credit Issuer prior to 11:00 10:00 a.m. (New York City time) on the Required Reimbursement Date date of such drawing that the Borrower intends to reimburse the 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 the Lenders with Revolving Credit Commitments make Revolving Credit Loans (which shall be ABR Loans) on the Required Reimbursement Date date on which such drawing is honored in an amount equal to the amount of such drawing, and (ii) the Administrative Agent shall promptly notify each Revolving Letter of Credit Participant of such drawing and the amount of its Revolving Credit Loan to be made in respect thereof, and each Revolving Letter of Credit 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 Required Reimbursement Date Business Day by making the amount of such Revolving Credit Loan available to the Administrative Agent. Such Revolving Credit Loans made in respect of such Unpaid Drawing on such Required Reimbursement Date shall be made without regard to the Minimum Borrowing Amount and without regard to the satisfaction of the conditions set forth in Section 7Amount. The Administrative Agent shall use the proceeds of such Revolving Credit Loans solely for the purpose of reimbursing the Letter of Credit Issuer for the related Unpaid Drawing. If and to the extent such Letter of Credit Participant shall not have so made its Revolving Credit Commitment Percentage of the amount of such payment available to the Administrative Agent for the account of the Letter of Credit Issuer, or that in the sole judgment of the Letter of Credit Issuer, such Revolving Credit Loan cannot for any reason be made on the date otherwise required above (including as a result of the commencement of a proceeding under any Debtor Relief Law in respect of the Borrower), each Letter of Credit Participant hereby agrees that its participation in such Unpaid Drawing shall remain outstanding in lieu of funding its portion of such Revolving Credit Loan and such Letter of Credit Participant agrees to pay to the Administrative Agent for the account of the Letter of Credit Issuer, forthwith on demand, such amount, together with interest thereon for each day from such date until the date such amount is paid to the Administrative Agent for the account of the Letter of Credit Issuer at a rate per annum equal to the Overnight Rate from time to time then in effect, plus any administrative, processing or similar fees customarily charged by the Letter of Credit Issuer in connection with the foregoing. The failure of any Letter of Credit Participant to make available to the Administrative Agent for the account of the Letter of Credit Issuer its Revolving Credit Commitment Percentage of any payment under any Letter of Credit shall not relieve any other Letter of Credit Participant of its obligation hereunder to make available to the Administrative Agent for the account of the Letter of Credit Issuer its Revolving Credit Commitment Percentage of any payment under such Letter of Credit on the date required, as specified above, but no Letter of Credit Participant shall be responsible for the failure of any other Letter of Credit Participant to make available to the Administrative Agent such other Letter of Credit Participant’s Revolving Credit Commitment Percentage of any such payment. (b) The obligations of the Borrower under this Section 3.4 to reimburse the Letter of Credit Issuer with respect to Unpaid Drawings (including, in each case, interest thereon) shall be absolute and unconditional under any and all circumstances and irrespective of any set-off, counterclaim or defense to payment that the Borrower or any other Person may have or have had against the Letter of Credit Issuer, the Administrative Agent or any Lender (including in its capacity as a Letter of Credit Participant), including any defense based upon the failure of any drawing under a Letter of Credit (each, each a “Drawing”) to conform to the terms of such the Letter of Credit or any non-application or misapplication by the beneficiary of the proceeds of such Drawing; , provided that the Borrower shall not be obligated to reimburse the Letter of Credit Issuer for any wrongful payment made by the Letter of Credit Issuer under the Letter of Credit issued by it as a result of acts or omissions constituting willful misconduct or gross negligence on the part of the Letter of Credit Issuer. (c) In the event that the Letter of Credit Issuer makes any payment under any Base Letter of Credit and the Borrower shall not have repaid such amount in full to the Letter of Credit Issuer pursuant to Section 3.4(a), the Letter of Credit Issuer shall promptly notify the Administrative Agent and each applicable Base Letter of Credit Participant of such failure, and each such Base Letter of Credit Participant shall promptly and unconditionally pay to the Administrative Agent, for the account of the Letter of Credit Issuer, the amount of such Base Letter of Credit Participant’s applicable Base Letter of Credit Commitment Percentage of such unreimbursed payment and in immediately available funds; provided, however, that no Base Letter of Credit Participant shall be obligated to pay to the Administrative Agent for the account of the Letter of Credit Issuer its Base Letter of Credit Commitment Percentage of such unreimbursed amount arising from any wrongful payment made by the Letter of Credit Issuer under a Base Letter of Credit as determined a result of acts or omissions constituting willful misconduct or gross negligence on the part of the Letter of Credit Issuer. If the Letter of Credit Issuer so notifies, prior to 11:00 a.m. (New York time) on any Business Day, any Base Letter of Credit Participant required to fund a payment under a Base Letter of Credit, such Base Letter of Credit Participant shall make available to the Administrative Agent for the account of the Letter of Credit Issuer such Base Letter of Credit Participant’s Base Letter of Credit Commitment Percentage of the amount of such payment on such Business Day in immediately available funds. If and to the finalextent such Base Letter of Credit Participant shall not have so made its Base Letter of Credit Commitment Percentage of the amount of such payment available to the Administrative Agent for the account of the Letter of Credit Issuer, non-appealable judgment such Base Letter of Credit Participant agrees to pay to the Administrative Agent for the account of the Letter of Credit Issuer, forthwith on demand, such amount, together with interest thereon for each day from such date until the date such amount is paid to the Administrative Agent for the account of the Letter of Credit Issuer at the Federal Funds Effective Rate. The failure of any Base Letter of Credit Participant to make available to the Administrative Agent for the account of the Letter of Credit Issuer its Base Letter of Credit Commitment Percentage of any payment under any Base Letter of Credit shall not relieve any other Base Letter of Credit Participant of its obligation hereunder to make available to the Administrative Agent for the account of the Letter of Credit Issuer its Base Letter of Credit Commitment Percentage of any payment under such Base Letter of Credit on the date required, as specified above, but no Base Letter of Credit Participant shall be responsible for the failure of any other Base Letter of Credit Participant to make available to the Administrative Agent such other Base Letter of Credit Participant’s Base Letter of Credit Commitment Percentage of any such payment. (d) In the event that the Letter of Credit Issuer makes any payment under any Special Letter of Credit and the Borrower shall not have repaid such amount in full to the Letter of Credit Issuer pursuant to Section 3.4(a), the Letter of Credit Issuer shall promptly notify the Administrative Agent and each applicable Special Letter of Credit Participant of such failure, and each such Special Letter of Credit Participant shall promptly and unconditionally pay to the Administrative Agent, for the account of the Letter of Credit Issuer, the amount of such Special Letter of Credit Participant’s applicable Special Letter of Credit Commitment Percentage of such unreimbursed payment and in immediately available funds; provided, however, that no Special Letter of Credit Participant shall be obligated to pay to the Administrative Agent for the account of the Letter of Credit Issuer its Special Letter of Credit Commitment Percentage of such unreimbursed amount arising from any wrongful payment made by the Letter of Credit Issuer under a court Special Letter of competent jurisdictionCredit as a result of acts or omissions constituting willful misconduct or gross negligence on the part of the Letter of Credit Issuer. If the Letter of Credit Issuer so notifies, prior to 11:00 a.m. (New York time) on any Business Day, any Special Letter of Credit Participant required to fund a payment under a Special Letter of Credit, such Special Letter of Credit Participant shall make available to the Administrative Agent for the account of the Letter of Credit Issuer such Special Letter of Credit Participant’s Special Letter of Credit Commitment Percentage of the amount of such payment on such Business Day in immediately available funds. If and to the extent such Special Letter of Credit Participant shall not have so made its Special Letter of Credit Commitment Percentage of the amount of such payment available to the Administrative Agent for the account of the Letter of Credit Issuer, such Special Letter of Credit Participant agrees to pay to the Administrative Agent for the account of the Letter of Credit Issuer, forthwith on demand, such amount, together with interest thereon for each day from such date until the date such amount is paid to the Administrative Agent for the account of the Letter of Credit Issuer at the Federal Funds Effective Rate. The failure of any Special Letter of Credit Participant to make available to the Administrative Agent for the account of the Letter of Credit Issuer its Special Letter of Credit Commitment Percentage of any payment under any Special Letter of Credit shall not relieve any other Special Letter of Credit Participant of its obligation hereunder to make available to the Administrative Agent for the account of the Letter of Credit Issuer its Special Letter of Credit Commitment Percentage of any payment under such Special Letter of Credit on the date required, as specified above, but no Special Letter of Credit Participant shall be responsible for the failure of any other Special Letter of Credit Participant to make available to the Administrative Agent such other Special Letter of Credit Participant’s Special Letter of Credit Commitment Percentage of any such payment.

Agreement to Repay Letter of Credit Drawings. (a) The Each applicable Borrower hereby agrees to reimburse the Letter of Credit Issuer in Dollars Issuer, by making payment with respect to any drawing under any Letter of CreditCredit in the same currency in which such drawing was made unless (i) the Letter of Credit Issuer (at its option) shall have specified in the notice of drawing that it will require reimbursement in Dollars, by making paymentor (ii) in the absence of any such requirement for reimbursement in Dollars, whether with its own funds, with the proceeds applicable Borrower shall have notified the Letter of Revolving Credit Loans or any other source, to Issuer promptly following receipt of the Administrative Agent for notice of drawing that the account of applicable Borrower will reimburse the Letter of Credit Issuer in Dollars; provided that no Foreign Borrower shall be liable for a Letter of Credit unless such Foreign Borrower is the co-applicant of such Letter of Credit or such Letter of Credit is issued for the account of such Foreign Borrower or any of its Subsidiaries. In the case of any reimbursement in Dollars of a drawing of a Letter of Credit denominated in Euro or an Alternative Currency, the Letter of Credit Issuer shall notify the applicable Borrower of the Dollar Equivalent of the amount of the drawing promptly following the determination thereof. Any such reimbursement shall be made by the applicable Borrower to the Administrative Agent in immediately available funds, funds for any payment or disbursement made by the Letter of Credit Issuer under any Letter of Credit issued by it (with respect to each such amount so paid under a Letter of Credit until reimbursed, a an “Unpaid Drawing” (i”) within no later than the date that is one Business Day of after the date of such payment or disbursement, if on which the Letter of Credit Issuer provides applicable Borrower receives notice to the Borrower of such payment or disbursement prior to 11:00 a.m. (New York City time) on such next succeeding Business Day after the date of such payment or disbursement or (ii) if such notice is received after such time, on the next Business Day following the date of receipt of such notice (such required date for reimbursement under clause (i) or (ii), as applicable (the “Required Reimbursement Date”), with interest on the amount so paid or disbursed by such the Letter of Credit Issuer, from and including to the date of such payment or disbursement extent not reimbursed prior to but excluding 5:00 p.m. (New York City time) on the Required Reimbursement Date, from the Reimbursement Date to the date the Letter of Credit Issuer is reimbursed therefor at the a rate per annum that shall at all times be (A) with respect to a Letter of Credit denominated in Dollars, the Applicable Margin for ABR Loans that are Revolving Credit Loans plus the ABR as in effect from time to time, (B) with respect to a Letter of Credit denominated in Euros, the Applicable Margin for EURIBOR Loans that are Revolving Credit Loans plus the Adjusted Daily Simple ESTR as in effect from time to time, (C) with respect to a Letter of Credit denominated in Pounds Sterling, the Applicable Margin for XXXXX Xxxxx plus the Adjusted Daily Simple XXXXX as in effect from time to time and (D) with respect to a Letter of Credit denominated in an Alternative Currency (other than Sterling), the Applicable Margin for SOFR Loans that are Revolving Credit Loans plus (x) the Overnight Rate for such Alternative Currency or (y) if the Administrative Agent reasonably determines that it is unable to determine such rate for each day equal referred to in clause (x) above with respect to such Alternative Currency, then a rate per annum reasonably determined by the Administrative Agent and the U.S. Borrower, provided that, if such rate described in Section 2.8(a)as so determined pursuant to clause (x) or (y) would be less than zero, such rate will be deemed to be zero; provided that, notwithstanding anything contained in this Agreement to the contrary, with respect to any Letter of Credit, (iI) unless the such Borrower shall have notified the Administrative Agent and the relevant Letter of Credit Issuer prior to 11:00 a.m. 1:00 p.m. (New York City time) on the Required Reimbursement Date that the such 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 such Borrower shall be deemed to have given a Notice of Borrowing requesting that that, with respect to Letters of Credit, the Lenders with Revolving Credit Commitments Lenders make Revolving Credit Loans (which shall be denominated in Dollars and which shall be ABR Loans) on the Required Reimbursement Date in an amount equal to the amount amount, or Dollar Equivalent of the amount, as applicable, of such drawing, drawing and (iiII) the Administrative Agent shall promptly notify each Letter of Credit L/C Participant of such drawing and the amount of its Revolving Credit Loan to be made in respect thereof, and each Letter of Credit L/C Participant shall be irrevocably obligated to make a Revolving Credit Loan to the such Borrower in Dollars 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 2:00 p.m. (New York City time) on such Required Reimbursement Date by making the amount of such Revolving Credit Loan available to the Administrative Agent. Such Revolving Credit Loans made in respect of such Unpaid Drawing on such Required Reimbursement Date shall be made without regard to the Minimum Borrowing Amount and without regard to the satisfaction of the conditions set forth in Section 7Amount. The Administrative Agent shall use the proceeds of such Revolving Credit Loans solely for the purpose of reimbursing the Letter of Credit Issuer for the related Unpaid Drawing. If In the event that the applicable Borrower fails to Cash Collateralize 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 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 respect of such Letter of Credit following the L/C Facility Maturity Date, second, to the extent such Letter of Credit Participant shall not have so made its Revolving Credit Commitment Percentage of the amount of expires or is returned undrawn while any such payment available cash collateral remains, to the Administrative Agent for the account repayment of the Letter of Credit Issuer, or that in the sole judgment of the Letter of Credit Issuer, such Revolving Credit Loan cannot for any reason be made on the date otherwise required above (including as a result of the commencement of a proceeding under any Debtor Relief Law obligations in respect of the Borrower), each Letter of Credit Participant hereby agrees that its participation in such Unpaid Drawing shall remain outstanding in lieu of funding its portion of such any Revolving Credit Loan Loans that have not been paid at such time and such Letter of Credit Participant agrees to pay third, to the Administrative Agent for applicable Borrower or as otherwise directed by a court of competent jurisdiction. Nothing in this Section 3.4(a) shall affect the account of the Letter of applicable Borrower’s obligation to repay all outstanding Revolving Credit Issuer, forthwith on demand, such amount, together with interest thereon for each day from such date until the date such amount is paid to the Administrative Agent for the account of the Letter of Credit Issuer at a rate per annum equal to the Overnight Rate from time to time then Loans when due in effect, plus any administrative, processing or similar fees customarily charged by the Letter of Credit Issuer in connection accordance with the foregoing. The failure terms of any Letter of Credit Participant to make available to the Administrative Agent for the account of the Letter of Credit Issuer its Revolving Credit Commitment Percentage of any payment under any Letter of Credit shall not relieve any other Letter of Credit Participant of its obligation hereunder to make available to the Administrative Agent for the account of the Letter of Credit Issuer its Revolving Credit Commitment Percentage of any payment under such Letter of Credit on the date required, as specified above, but no Letter of Credit Participant shall be responsible for the failure of any other Letter of Credit Participant to make available to the Administrative Agent such other Letter of Credit Participant’s Revolving Credit Commitment Percentage of any such paymentthis Agreement. (b) The obligations of the Borrower Borrowers under this Section 3.4 to reimburse the Letter of Credit Issuer with respect to Unpaid Drawings (including, in each case, interest thereon) shall be absolute and unconditional under any and all circumstances and irrespective of any set-off, counterclaim or defense to payment that the such Borrower or any other Person may have or have had against the Letter of Credit Issuer, the Administrative Agent or any Lender (including in its capacity as a Letter of Credit an L/C Participant), including any defense based upon the failure of any drawing under a Letter of Credit (each, each a “Drawing”) to conform to the terms of such the Letter of Credit or any non-application or misapplication by the beneficiary of the proceeds of such Drawing; Drawing and without regard to any adverse change in the relevant exchange rates or in the availability of Euro or the Alternative Currency to such Borrower or in the relevant currency markets generally, provided that the such Borrower shall not be obligated to reimburse the Letter of Credit Issuer for any wrongful payment made by the Letter of Credit Issuer under the Letter of Credit issued by it as a result of acts or omissions constituting willful misconduct or gross negligence on the part of the Letter of Credit Issuer as determined in the final, final non-appealable judgment of a court of competent jurisdiction.

Agreement to Repay Letter of Credit Drawings. (a) The Borrower Borrowers hereby agrees agree to reimburse the each Letter of Credit Issuer in Dollars with respect to any drawing under any Letter of CreditIssuer, by making payment, whether with its own funds, with the proceeds of Revolving Credit Loans or any other source, payment to the Administrative Agent for the account of the Letter of Credit Issuer in immediately available fundsfunds at the Payment Office, for any payment or disbursement made by the such Letter of Credit Issuer under any Letter of Credit issued by it (with respect to each such amount so paid under a Letter of Credit or disbursed until reimbursed, a “an "Unpaid Drawing” (i") within no later than one Business Day of following the date of such payment or disbursement, if the Letter of Credit Issuer provides notice to the Borrower of such payment or disbursement prior to 11:00 a.m. (New York City time) on such next succeeding Business Day after the date of such payment or disbursement or (ii) if such notice is received after such time, on the next Business Day following the date of receipt of such notice (such required date for reimbursement under clause (i) or (ii), as applicable (the “Required Reimbursement Date”), with interest on the amount so paid or disbursed by such Letter of Credit Issuer, from and including to the extent not reimbursed prior to 1:00 P.M. (New York time) on the date of such payment or disbursement disbursement, from and including the date paid or disbursed to but excluding not including the Required Reimbursement Date, at the per annum rate for each day equal to the 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 the date such Letter of Credit Issuer prior to 11:00 a.m. (New York City time) on the Required 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 Revolving Credit Loans, the Borrower shall be deemed to have given a Notice of Borrowing requesting that the Lenders with Revolving Credit Commitments make Revolving Credit Loans (which shall be ABR Loans) on the Required Reimbursement Date in an amount equal to the amount of such drawing, and (ii) the Administrative Agent shall promptly notify each Letter of Credit Participant of such drawing and the amount of its Revolving Credit Loan to be made in respect thereof, and each Letter of Credit 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 Required Reimbursement Date by making the amount of such Revolving Credit Loan available to the Administrative Agent. Such Revolving Credit Loans made in respect of such Unpaid Drawing on such Required Reimbursement Date shall be made without regard to the Minimum Borrowing Amount and without regard to the satisfaction of the conditions set forth in Section 7. The Administrative Agent shall use the proceeds of such Revolving Credit Loans solely for the purpose of reimbursing the Letter of Credit Issuer for the related Unpaid Drawing. If and to the extent such Letter of Credit Participant shall not have so made its Revolving Credit Commitment Percentage of the amount of such payment available to the Administrative Agent for the account of the Letter of Credit Issuer, or that in the sole judgment of the Letter of Credit Issuer, such Revolving Credit Loan cannot for any reason be made on the date otherwise required above (including as a result of the commencement of a proceeding under any Debtor Relief Law in respect of the Borrower), each Letter of Credit Participant hereby agrees that its participation in such Unpaid Drawing shall remain outstanding in lieu of funding its portion of such Revolving Credit Loan and such Letter of Credit Participant agrees to pay to the Administrative Agent for the account of the Letter of Credit Issuer, forthwith on demand, such amount, together with interest thereon for each day from such date until the date such amount is paid to the Administrative Agent for the account of the Letter of Credit Issuer reimbursed therefor at a rate per annum equal to which shall be the Overnight Applicable Base Rate Margin in excess of the Base Rate as in effect from time to time then in effect, (plus any administrative, processing or similar fees customarily charged 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 in connection with shall provide the foregoing. The failure of any Letter of Credit Participant to make available to the Administrative Agent for the account of the Letter of Credit Issuer its Revolving Credit Commitment Percentage Borrowers prompt notice of any payment or disbursement made by it under any Letter of Credit issued by it, although the failure of, or delay in, giving any such notice shall not relieve release or diminish the obligations of the Borrowers under this Section 2.03(a) or under any other Letter Section of Credit Participant of its obligation hereunder to make available to the Administrative Agent for the account of the Letter of Credit Issuer its Revolving Credit Commitment Percentage of any payment under such Letter of Credit on the date required, as specified above, but no Letter of Credit Participant shall be responsible for the failure of any other Letter of Credit Participant to make available to the Administrative Agent such other Letter of Credit Participant’s Revolving Credit Commitment Percentage of any such paymentthis Agreement. (b) The obligations of the Borrower Borrowers' obligation under this Section 3.4 2.03 to reimburse the respective Letter of Credit Issuer with respect to Unpaid Drawings (including, in each case, interest thereon) shall be absolute and unconditional under any and all circumstances and irrespective of any set-offsetoff, counterclaim or defense to payment that which the Borrower Borrowers or any other Person of its Subsidiaries may have or have had against the such Letter of Credit Issuer, the Administrative Agent or any Lender (including in its capacity as a Letter of Credit Participant)Lender, including including, without limitation, any defense based upon the failure of any drawing under a Letter of Credit (each, a “Drawing”) issued by it to conform to the terms of such the Letter of Credit or any non-application nonapplication or misapplication by the beneficiary of the proceeds of such Drawingdrawing; provided provided, however, that the Borrower Borrowers shall not be obligated to reimburse the such Letter of Credit Issuer for any wrongful payment made by the such Letter of Credit Issuer under the a Letter of Credit issued by it as a result of acts or omissions constituting that have been found to constitute willful misconduct or gross negligence on the part of the such Letter of Credit Issuer as determined in the final, non-appealable judgment of a court of competent jurisdictionIssuer.

Agreement to Repay Letter of Credit Drawings. (a) The Borrower hereby agrees to reimburse the applicable Letter of Credit Issuer in Dollars (or, in respect of Letters of Credit denominated in an Alternative Currency, such Alternative Currency) with respect to any drawing under any Letter of Credit, by making payment, whether with its own funds, with the proceeds of Revolving Credit Loans or any other source, to the Administrative Agent for the account of the Letter of Credit Issuer in immediately available funds, for any payment or disbursement made by the applicable Letter of Credit Issuer under any Letter of Credit issued by it (with respect to each such amount so paid under a Letter of Credit until reimbursed, a “Unpaid Drawing” ”) (i) within one Business Day of the date of such payment or disbursement (or within two Business Days from such date of payment or disbursement, if the aggregate Revolving Credit Exposures of the applicable Class of Lenders equals the Total Revolving Credit Commitments of such Class of Lenders on the date of payment or disbursement), if the applicable Letter of Credit Issuer provides notice to the Borrower of such payment or disbursement prior to 11:00 a.m. (New York City time) on such next succeeding Business Day after the date of such payment or disbursement or (ii) if such notice is received after such time, on the next Business Day from the receipt of such notice (or within two Business Days from the receipt of such notice, if the aggregate Revolving Credit Exposures of the applicable Class of Lenders equals the Total Revolving Credit Commitments of such Class of Lenders on the date of payment or disbursement) following the date of receipt of such notice (such required date for reimbursement under clause (i) or (ii), as applicable applicable, (the “Required Reimbursement Date”), with interest on the amount so paid or disbursed by such Letter of Credit Issuer, from and including the date of such payment or disbursement to but excluding the Required Reimbursement Date, at the per annum rate for each day equal to the 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 the applicable Letter of Credit Issuer prior to 11:00 a.m. (New York City time) on the Required Reimbursement Date that the Borrower intends intend to reimburse the 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 the Lenders with Revolving Credit Commitments make Revolving Credit Loans (which shall be ABR Loans) on the Required Reimbursement Date in an amount equal to the amount of such drawing, and (ii) the Administrative Agent shall promptly notify each Letter of Credit Participant of such drawing and the amount of its Revolving Credit Loan to be made in respect thereof, and each Letter of Credit 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 Required Reimbursement Date by making the amount of such Revolving Credit Loan available to the Administrative Agent. Such Revolving Credit Loans made in respect of such Unpaid Drawing on such Required Reimbursement Date shall be made without regard to the Minimum Borrowing Amount and without regard to the satisfaction of the conditions set forth in Section 7. The Administrative Agent shall use the -114- proceeds of such Revolving Credit Loans solely for the purpose of reimbursing the applicable Letter of Credit Issuer for the related Unpaid Drawing. If and to the extent such Letter of Credit Participant shall not have so made its Revolving Credit Commitment Percentage of the amount of such payment available to the Administrative Agent for the account of the Letter of Credit Issuer, or that in the sole judgment of the applicable Letter of Credit Issuer, such Revolving Credit Loan cannot for any reason be made on the date otherwise required above (including as a result of the commencement of a proceeding under any Debtor Relief Law in respect of the Borrower), each Letter of Credit Participant hereby agrees that its participation in such Unpaid Drawing shall remain outstanding in lieu of funding its portion of such Revolving Credit Loan and such Letter of Credit Participant agrees to pay to the Administrative Agent for the account of the applicable Letter of Credit Issuer, forthwith on demand, such amount, together with interest thereon for each day from such date until the date such amount is paid to the Administrative Agent for the account of the Letter of Credit Issuer at a rate per annum equal to the Overnight Rate from time to time then in effect, plus any administrative, processing or similar fees customarily charged by the applicable Letter of Credit Issuer in connection with the foregoing. The failure of any Letter of Credit Participant to make available to the Administrative Agent for the account of the such Letter of Credit Issuer its Revolving Credit Commitment Percentage of any payment under any Letter of Credit shall not relieve any other Letter of Credit Participant of its obligation hereunder to make available to the Administrative Agent for the account of the such Letter of Credit Issuer its Revolving Credit Commitment Percentage of any payment under such Letter of Credit on the date required, as specified above, but no Letter of Credit Participant shall be responsible for the failure of any other Letter of Credit Participant to make available to the Administrative Agent such other Letter of Credit Participant’s Revolving Credit Commitment Percentage of any such payment. (b) The obligations of the Borrower under this Section 3.4 to reimburse the applicable Letter of Credit Issuer with respect to Unpaid Drawings (including, in each case, interest thereon) shall be absolute and unconditional under any and all circumstances and irrespective of any set-off, counterclaim or defense to payment that the Borrower or any other Person may have or have had against the such Letter of Credit Issuer, the Administrative Agent or any Lender (including in its capacity as a Letter of Credit Participant), including any defense based upon the failure of any drawing under a Letter of Credit (each, a “Drawing”) to conform to the terms of such Letter of Credit or any non-application or misapplication by the beneficiary of the proceeds of such Drawing; provided that the Borrower shall not be obligated to reimburse the a Letter of Credit Issuer for any wrongful payment made by the such Letter of Credit Issuer under the Letter of Credit issued by it as a result of acts or omissions constituting willful misconduct misconduct, bad faith or gross negligence on the part of the Letter of Credit Issuer as determined in the final, non-appealable judgment of a court of competent jurisdiction.

Agreement to Repay Letter of Credit Drawings. (a) The Borrower hereby agrees to reimburse the respective Letter of Credit Issuer in Dollars with respect to any drawing under any Letter of CreditIssuer, by making payment, whether with its own funds, with the proceeds of Revolving Credit Loans or any other source, payment to the Administrative Agent for at the account of Payment Office (which funds the Administrative Agent shall promptly forward to such Letter of Credit Issuer in immediately available fundsIssuer), for any payment or disbursement made by the such Letter of Credit Issuer under any Letter of Credit issued by it (with respect to each such amount so paid under a Letter of Credit or disbursed until reimbursed, a “an "Unpaid Drawing” (i") within one Business Day of immediately after, and in any event on the date of on which, the Borrower is notified by such payment or disbursement, if the Letter of Credit Issuer provides notice to the Borrower of such payment or disbursement prior to 11:00 a.m. (New York City time) on such next succeeding Business Day after the date of such payment or disbursement or (ii) if such notice is received after such time, on the next Business Day following the date of receipt of such notice (such required date for reimbursement under clause (i) or (ii), as applicable (the “Required Reimbursement Date”), with interest on the amount so paid or disbursed by such Letter of Credit Issuer, from and including to the extent not reimbursed prior to 1:00 p.m. (New York time) on the date of such payment or disbursement disbursement, from and including the date paid or disbursed to but excluding not including the Required Reimbursement Date, at the per annum rate for each day equal to the 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 the Letter of Credit Issuer prior to 11:00 a.m. (New York City time) on the Required 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 Revolving Credit Loans, the Borrower shall be deemed to have given a Notice of Borrowing requesting that the Lenders with Revolving Credit Commitments make Revolving Credit Loans (which shall be ABR Loans) on the Required Reimbursement Date in an amount equal to the amount of such drawing, and (ii) the Administrative Agent shall promptly notify each Letter of Credit Participant of such drawing and the amount of its Revolving Credit Loan to be made in respect thereof, and each Letter of Credit 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 Required Reimbursement Date by making the amount of such Revolving Credit Loan available to the Administrative Agent. Such Revolving Credit Loans made in respect of date such Unpaid Drawing on such Required Reimbursement Date shall be made without regard to the Minimum Borrowing Amount and without regard to the satisfaction of the conditions set forth in Section 7. The Administrative Agent shall use the proceeds of such Revolving Credit Loans solely for the purpose of reimbursing the Letter of Credit Issuer for the related Unpaid Drawing. If and to the extent such Letter of Credit Participant shall not have so made its Revolving Credit Commitment Percentage of the amount of such payment available to the Administrative Agent for the account of the Letter of Credit Issuer, or that in the sole judgment of the Letter of Credit Issuer, such Revolving Credit Loan cannot for any reason be made on the date otherwise required above (including as a result of the commencement of a proceeding under any Debtor Relief Law in respect of the Borrower), each Letter of Credit Participant hereby agrees that its participation in such Unpaid Drawing shall remain outstanding in lieu of funding its portion of such Revolving Credit Loan and such Letter of Credit Participant agrees to pay to the Administrative Agent for the account of the Letter of Credit Issuer, forthwith on demand, such amount, together with interest thereon for each day from such date until the date such amount is paid to by the Administrative Agent for the account of the Letter of Credit Issuer Borrower at a rate per annum equal which shall be the interest rate applicable to the Overnight Revolving Loans maintained as Base Rate Loans, if such Letter of Credit is denominated in U.S. Dollars, or Canadian Base Rate Loans, if such Letter of Credit is denominated in Canadian Dollars, as in effect from time to time then in effect, (plus any administrative, processing or similar fees customarily charged an additional 2% per annum if not reimbursed by the third Business Day after the date of such notice of payment or disbursement), such interest also to be payable on demand. Each Letter of Credit Issuer in connection with shall provide the foregoing. The failure of any Letter of Credit Participant to make available to the Administrative Agent for the account of the Letter of Credit Issuer its Revolving Credit Commitment Percentage Borrower prompt notice of any payment or disbursement made by it under any Letter of Credit issued by it, although the failure of, or delay in, giving any such notice shall not relieve any other Letter of Credit Participant of its obligation hereunder to make available to release or diminish the Administrative Agent for the account of the Letter of Credit Issuer its Revolving Credit Commitment Percentage of any payment under such Letter of Credit on the date required, as specified above, but no Letter of Credit Participant shall be responsible for the failure of any other Letter of Credit Participant to make available to the Administrative Agent such other Letter of Credit Participant’s Revolving Credit Commitment Percentage of any such payment. (b) The obligations of the Borrower under this Section 3.4 2A.4(a) or under any other Section of this Agreement. (b) The Borrower's obligation under this Section 2A.4 to reimburse the respective Letter of Credit Issuer with respect to Unpaid Drawings (including, in each case, interest thereon) shall be absolute and unconditional under any and all circumstances and irrespective of any set-offsetoff, counterclaim or defense to payment that which the Borrower or any other Person may have or have had against the such Letter of Credit Issuer, the Administrative Agent or any Lender (including in its capacity as a Letter of Credit Participant)Bank, including including, without limitation, any defense based upon the failure of any drawing payment under a Letter of Credit (each, a “Drawing”) to conform to the terms of such the Letter of Credit or any non-application non‑application or misapplication by the beneficiary of the proceeds of such Drawingpayment; provided provided, however, that the Borrower shall not be obligated to reimburse the any Letter of Credit Issuer for any wrongful payment made by the such Letter of Credit Issuer under the a Letter of Credit issued by it as a result of acts or omissions constituting willful misconduct or gross negligence on the part of the Letter of Credit Issuer (as determined in the final, non-appealable judgment of by a court of competent jurisdiction) on the part of such Letter of Credit Issuer.

Agreement to Repay Letter of Credit Drawings. (a) The Borrower U.S. Borrowers hereby agrees jointly and severally agree, in the case of all U.S. Letters of Credit, and the U.K. Borrowers hereby jointly and severally agree, in the case of all U.K. Letters of Credit, to reimburse the Letter of Credit Issuer in Dollars with respect to any drawing under any Letter of Creditrespective Issuing Bank, by making paymentpayment in Dollars (in the case of U.S. Letters of Credit or, whether with its own fundsafter a Sharing Event, with all Letters of Credit) or Pounds Sterling (in the proceeds case of Revolving U.K. Letters of Credit Loans or at any other source, time prior to a Sharing Event) to the Administrative Agent for the account of the Letter of Credit Issuer in immediately available fundsfunds at the Payment Office (or by making the payment directly to such Issuing Bank at such location as may otherwise have been agreed upon by the respective Account Party and such Issuing Bank), for any payment or disbursement (in the case of any such payment or disbursement under one or more U.K. Letters of Credit which are 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 Pounds Sterling 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 the Letter of Credit Issuer such Issuing Bank under any Letter of Credit issued by it (with respect to each such amount so paid under a Letter of Credit until reimbursed, a “an "Unpaid Drawing” (i) within one "), not later than the third Business Day of after the date Administrative Agent or the Issuing Bank notifies such Account Party of such payment or disbursement, if the Letter of Credit Issuer provides notice to the Borrower of such payment or disbursement prior to 11:00 a.m. (New York City time) on such next succeeding Business Day after the date of such payment or disbursement or (ii) if such notice is received after such time, on the next Business Day following the date of receipt of such notice (such required date for reimbursement under clause (i) or (ii), as applicable (the “Required Reimbursement Date”), with interest on the amount so paid or disbursed by such Letter Issuing Bank, to the extent not reimbursed prior to 1:00 P.M. (New York time or, in the case of Credit IssuerU.K. 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 Bank is reimbursed by the respective U.S. Borrower or U.K. Borrower, as the case may be, therefor at a rate per annum which shall be (x) in the case of U.S. Letters of Credit and other amounts owing in Dollars after the occurrence of a Sharing Event, the Base Rate in effect from time to time PLUS the Applicable Margin for Base Rate Loans as in effect from time to time and (y) in the case of U.K. Letters of Credit for periods occurring prior to the occurrence of a Sharing Event, the Overnight LIBOR Rate in effect from time to time PLUS the Applicable Margin for Sterling Loans as in effect from time to time PLUS the MLA Cost; PROVIDED, HOWEVER, to the extent such amounts are not reimbursed prior to 1:00 P.M. (New York time or, in the case of U.K. Letters of Credit, London time) on the third Business Day following notice to the respective Account Party by the Administrative Agent or the respective Issuing Bank of such payment or disbursement disbursement, interest shall thereafter accrue on the amounts so paid or disbursed by such Issuing Bank (and until reimbursed by the respective Account Party) at a rate per annum which shall be (x) in the case of U.S. Letters of Credit and other amounts owing in Dollars after the occurrence of a Sharing Event, the Base Rate in effect from time to but excluding time PLUS the Required Reimbursement DateApplicable Margin for Base Rate Loans as in effect from time to time PLUS 2% and (y) in the case of U.K. Letters of Credit for periods occurring prior to the occurrence of a Sharing Event, the Overnight LIBOR Rate in effect from time to time PLUS the Applicable Margin for Sterling Loans as in effect from time to time PLUS the MLA Cost PLUS 2%, in each such case, with interest to be payable on demand; PROVIDED FURTHER, that it is understood and agreed, however, that the notices referred to above in this clause (a) and in the 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 Credit Party) and shall bear interest at the per annum rate for provided in the foregoing proviso on and after the third Business Day following the respective Drawing). The respective Issuing Bank shall give the respective Account Party prompt notice of each day equal to the rate described in Section 2.8(a); provided that, notwithstanding anything contained in this Agreement to the contrary, with respect to Drawing under any Letter of Credit, (i) unless the Borrower shall have notified the Administrative Agent and the Letter of Credit Issuer prior to 11:00 a.m. (New York City time) on the Required Reimbursement Date PROVIDED that the Borrower intends failure to reimburse the 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 the Lenders with Revolving Credit Commitments make Revolving Credit Loans (which shall be ABR Loans) on the Required Reimbursement Date in an amount equal to the amount of such drawing, and (ii) the Administrative Agent shall promptly notify each Letter of Credit Participant of such drawing and the amount of its Revolving Credit Loan to be made in respect thereof, and each Letter of Credit 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 Required Reimbursement Date by making the amount of such Revolving Credit Loan available to the Administrative Agent. Such Revolving Credit Loans made in respect of such Unpaid Drawing on such Required Reimbursement Date shall be made without regard to the Minimum Borrowing Amount and without regard to the satisfaction of the conditions set forth in Section 7. The Administrative Agent shall use the proceeds of such Revolving Credit Loans solely for the purpose of reimbursing the Letter of Credit Issuer for the related Unpaid Drawing. If and to the extent such Letter of Credit Participant shall not have so made its Revolving Credit Commitment Percentage of the amount of such payment available to the Administrative Agent for the account of the Letter of Credit Issuer, or that in the sole judgment of the Letter of Credit Issuer, such Revolving Credit Loan cannot for any reason be made on the date otherwise required above (including as a result of the commencement of a proceeding under any Debtor Relief Law in respect of the Borrower), each Letter of Credit Participant hereby agrees that its participation in such Unpaid Drawing shall remain outstanding in lieu of funding its portion of such Revolving Credit Loan and such Letter of Credit Participant agrees to pay to the Administrative Agent for the account of the Letter of Credit Issuer, forthwith on demand, such amount, together with interest thereon for each day from such date until the date such amount is paid to the Administrative Agent for the account of the Letter of Credit Issuer at a rate per annum equal to the Overnight Rate from time to time then in effect, plus any administrative, processing or similar fees customarily charged by the Letter of Credit Issuer in connection with the foregoing. The failure of any Letter of Credit Participant to make available to the Administrative Agent for the account of the Letter of Credit Issuer its Revolving Credit Commitment Percentage of any payment under any Letter of Credit shall not relieve any other Letter of Credit Participant of its obligation hereunder to make available to the Administrative Agent for the account of the Letter of Credit Issuer its Revolving Credit Commitment Percentage of any payment under such Letter of Credit on the date required, as specified above, but no Letter of Credit Participant shall be responsible for the failure of any other Letter of Credit Participant to make available to the Administrative Agent such other Letter of Credit Participant’s Revolving Credit Commitment Percentage of give any such paymentnotice shall in no way affect, impair or diminish the respective Account Party's obligations hereunder. (b) The joint and several obligations of the Borrower U.S. Borrowers (with respect to the U.S. Letters of Credit) and the joint and several obligations of the U.K. Borrowers (with respect to U.K. Letters of Credit) under this Section 3.4 2.05 to reimburse the Letter of Credit Issuer respective Issuing Bank with respect to Unpaid Drawings (including, in each case, interest thereon) shall be absolute and unconditional under any and all circumstances and irrespective of any set-offsetoff, counterclaim or defense to payment that which the Borrower or any other Person respective Account Party may have or have had against the Letter of Credit Issuer, the Administrative Agent or any Lender Bank (including in its capacity as a Letter of Credit Issuing Bank or as Participant), including 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 such Letter of Credit or any non-application nonapplication or misapplication by the beneficiary of the proceeds of such Drawing, the respective Issuing Bank's only obligation to the respective Account Party 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 substantially comply on their face with requirements of such Letter of Credit; provided PROVIDED, HOWEVER, that the Borrower no Account Party shall not be obligated to reimburse the Letter of Credit Issuer any Issuing Bank for any wrongful payment made by the Letter of Credit Issuer such Issuing Bank under the a Letter of Credit issued by it as a result of acts or omissions constituting willful misconduct or gross negligence on the part of the such Issuing Bank. Any action taken or omitted to be taken by any Issuing Bank under or in connection with any Letter of Credit Issuer as determined if taken or omitted in the final, non-appealable judgment absence of a court of competent jurisdictiongross negligence or willful misconduct shall not create for such Issuing Bank any resulting liability to any Account Party.

Agreement to Repay Letter of Credit Drawings. (a) The Each Borrower hereby agrees agrees, to reimburse the each Letter of Credit Issuer in Dollars with respect to any drawing under any Letter of Credit, by making payment, whether with its own funds, with the proceeds of Revolving Credit Loans or any other source, to the Administrative Agent for the account of the Letter of Credit Issuer in immediately available funds, for any payment or disbursement made by the such Letter of Credit Issuer under any Letter of Credit issued by it for the account of such Borrower (with respect to each such amount so paid under a or disbursed until reimbursed, an "Unpaid Drawing") by making payment to the Administrative Agent at the Payment Office and in the relevant Approved Currency, immediately after, and in any event on the date on which such Borrower is notified by such Letter of Credit until reimbursed, a “Unpaid Drawing” (i) within one Business Day of the date Issuer of such payment or disbursement, if the Letter of Credit Issuer provides notice to the Borrower of such payment or disbursement prior to 11:00 a.m. (New York City time) on such next succeeding Business Day after the date of such payment or disbursement or (ii) if such notice is received after such time, on the next Business Day following the date of receipt of such notice (such required date for reimbursement under clause (i) or (ii), as applicable (the “Required Reimbursement Date”), with interest on the amount so paid or disbursed by such Letter of Credit Issuer, from and including to the extent not reimbursed prior to 1:00 P.M. (Local Time) on the date of such payment or disbursement disbursement, from and including the date paid or disbursed to but excluding not including the Required Reimbursement Date, at the per annum rate for each day equal to the 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 date the Letter of Credit Issuer prior to 11:00 a.m. (New York City time) on the Required 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 Revolving Credit Loans, the Borrower shall be deemed to have given a Notice of Borrowing requesting that the Lenders with Revolving Credit Commitments make Revolving Credit Loans (which shall be ABR Loans) on the Required Reimbursement Date in an amount equal to the amount of such drawing, and (ii) the Administrative Agent shall promptly notify each Letter of Credit Participant of such drawing and the amount of its Revolving Credit Loan to be made in respect thereof, and each Letter of Credit 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 Required Reimbursement Date by making the amount of such Revolving Credit Loan available to the Administrative Agent. Such Revolving Credit Loans made in respect of such Unpaid Drawing on such Required Reimbursement Date shall be made without regard to the Minimum Borrowing Amount and without regard to the satisfaction of the conditions set forth in Section 7. The Administrative Agent shall use the proceeds of such Revolving Credit Loans solely for the purpose of reimbursing the Letter of Credit Issuer for the related Unpaid Drawing. If and to the extent such Letter of Credit Participant shall not have so made its Revolving Credit Commitment Percentage of the amount of such payment available to the Administrative Agent for the account of the Letter of Credit Issuer, or that in the sole judgment of the Letter of Credit Issuer, such Revolving Credit Loan cannot for any reason be made on the date otherwise required above (including as a result of the commencement of a proceeding under any Debtor Relief Law in respect of the Borrower), each Letter of Credit Participant hereby agrees that its participation in such Unpaid Drawing shall remain outstanding in lieu of funding its portion of such Revolving Credit Loan and such Letter of Credit Participant agrees to pay to the Administrative Agent for the account of the Letter of Credit Issuer, forthwith on demand, such amount, together with interest thereon for each day from such date until the date such amount is paid to the Administrative Agent for the account of the Letter of Credit Issuer reimbursed therefor at a rate per annum equal to which shall be the Overnight Base Rate as in effect from time to time then plus the Applicable Margin (plus, in effecteach case, plus any administrative, processing or similar fees customarily charged an additional 2% per annum if not reimbursed by the Letter of Credit Issuer in connection with the foregoing. The failure of any Letter of Credit Participant to make available to the Administrative Agent for the account of the Letter of Credit Issuer its Revolving Credit Commitment Percentage of any payment under any Letter of Credit shall not relieve any other Letter of Credit Participant of its obligation hereunder to make available to the Administrative Agent for the account of the Letter of Credit Issuer its Revolving Credit Commitment Percentage of any payment under such Letter of Credit on third Business Day after the date requiredof such notice of payment or disbursement), as specified above, but no Letter of Credit Participant shall such interest also to be responsible for the failure of any other Letter of Credit Participant to make available to the Administrative Agent such other Letter of Credit Participant’s Revolving Credit Commitment Percentage of any such paymentpayable on demand. (b) The obligations of the Borrower Each Borrower's obligation under this Section 3.4 2.04 to reimburse the each Letter of Credit Issuer with respect to Unpaid Drawings under Letters of Credit issued by such Letter of Credit Issuer for such Borrower's account (including, in each case, interest thereon) 22 shall be absolute and unconditional under any and all circumstances and irrespective of any set-offsetoff, counterclaim or defense to payment that the which such Borrower or any other Person may have or have had against the any Letter of Credit Issuer, the Administrative Agent or any Lender (including in its capacity as a Letter of Credit Participant)Lender, including including, without limitation, any defense based upon the failure of any drawing under a Letter of Credit (each, a “Drawing”) to conform substantially to the terms of such the Letter of Credit or any non-application or misapplication by the beneficiary of the proceeds of such Drawingdrawing; provided PROVIDED, HOWEVER, that the such Borrower shall not be obligated to reimburse the a Letter of Credit Issuer for any wrongful payment made by the such Letter of Credit Issuer under the a Letter of Credit issued by it as a result of acts or omissions constituting willful misconduct or gross negligence on the part of the such Letter of Credit Issuer as determined in the final, non-appealable judgment of by a court of competent jurisdiction.

Agreement to Repay Letter of Credit Drawings. (a) The Borrower hereby agrees to reimburse the respective Letter of Credit Issuer in Dollars with respect to any drawing under any Letter of CreditIssuer, by making payment, whether with its own funds, with the proceeds of Revolving Credit Loans or any other source, payment to the Administrative Agent for at the account of Payment Office (which funds the Administrative Agent shall promptly forward to such Letter of Credit Issuer in immediately available fundsIssuer), for any payment or disbursement made by the such Letter of Credit Issuer under any Letter of Credit issued by it (with respect to each such amount so paid under a Letter of Credit or disbursed until reimbursed, a an “Unpaid Drawing” (i”) within one Business Day of immediately after, and in any event on the date of on which, the Borrower is notified by such payment or disbursement, if the Letter of Credit Issuer provides notice to the Borrower of such payment or disbursement prior to 11:00 a.m. (New York City time) on such next succeeding Business Day after the date of such payment or disbursement or (ii) if such notice is received after such time, on the next Business Day following the date of receipt of such notice (such required date for reimbursement under clause (i) or (ii), as applicable (the “Required Reimbursement Date”), with interest on the amount so paid or disbursed by such Letter of Credit Issuer, from and including to the extent not reimbursed prior to 1:00 p.m. (New York time) on the date of such payment or disbursement disbursement, from and including the date paid or disbursed to but excluding not including the Required Reimbursement Date, at the per annum rate for each day equal to the 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 the Letter of Credit Issuer prior to 11:00 a.m. (New York City time) on the Required 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 Revolving Credit Loans, the Borrower shall be deemed to have given a Notice of Borrowing requesting that the Lenders with Revolving Credit Commitments make Revolving Credit Loans (which shall be ABR Loans) on the Required Reimbursement Date in an amount equal to the amount of such drawing, and (ii) the Administrative Agent shall promptly notify each Letter of Credit Participant of such drawing and the amount of its Revolving Credit Loan to be made in respect thereof, and each Letter of Credit 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 Required Reimbursement Date by making the amount of such Revolving Credit Loan available to the Administrative Agent. Such Revolving Credit Loans made in respect of date such Unpaid Drawing on such Required Reimbursement Date shall be made without regard to the Minimum Borrowing Amount and without regard to the satisfaction of the conditions set forth in Section 7. The Administrative Agent shall use the proceeds of such Revolving Credit Loans solely for the purpose of reimbursing the Letter of Credit Issuer for the related Unpaid Drawing. If and to the extent such Letter of Credit Participant shall not have so made its Revolving Credit Commitment Percentage of the amount of such payment available to the Administrative Agent for the account of the Letter of Credit Issuer, or that in the sole judgment of the Letter of Credit Issuer, such Revolving Credit Loan cannot for any reason be made on the date otherwise required above (including as a result of the commencement of a proceeding under any Debtor Relief Law in respect of the Borrower), each Letter of Credit Participant hereby agrees that its participation in such Unpaid Drawing shall remain outstanding in lieu of funding its portion of such Revolving Credit Loan and such Letter of Credit Participant agrees to pay to the Administrative Agent for the account of the Letter of Credit Issuer, forthwith on demand, such amount, together with interest thereon for each day from such date until the date such amount is paid to by the Administrative Agent for the account of the Letter of Credit Issuer Borrower at a rate per annum equal which shall be the interest rate applicable to the Overnight Revolving Loans maintained as Base Rate Loans, if such Letter of Credit is denominated in U.S. Dollars, or Canadian Base Rate Loans, if such Letter of Credit is denominated in Canadian Dollars, as in effect from time to time then in effect, (plus any administrative, processing or similar fees customarily charged an additional 2% per annum if not reimbursed by the third Business Day after the date of such notice of payment or disbursement), such interest also to be payable on demand. Each Letter of Credit Issuer in connection with shall provide the foregoing. The failure of any Letter of Credit Participant to make available to the Administrative Agent for the account of the Letter of Credit Issuer its Revolving Credit Commitment Percentage Borrower prompt notice of any payment or disbursement made by it under any Letter of Credit issued by it, although the failure of, or delay in, 120175877_7 145870580_7 giving any such notice shall not relieve any other Letter of Credit Participant of its obligation hereunder to make available to release or diminish the Administrative Agent for the account of the Letter of Credit Issuer its Revolving Credit Commitment Percentage of any payment under such Letter of Credit on the date required, as specified above, but no Letter of Credit Participant shall be responsible for the failure of any other Letter of Credit Participant to make available to the Administrative Agent such other Letter of Credit Participant’s Revolving Credit Commitment Percentage of any such payment. (b) The obligations of the Borrower under this Section 3.4 2A.4(a) or under any other Section of this Agreement. (b) The Borrower’s obligation under this Section 2A.4 to reimburse the respective Letter of Credit Issuer with respect to Unpaid Drawings (including, in each case, interest thereon) shall be absolute and unconditional under any and all circumstances and irrespective of any set-offsetoff, counterclaim or defense to payment that which the Borrower or any other Person may have or have had against the such Letter of Credit Issuer, the Administrative Agent or any Lender (including in its capacity as a Letter of Credit Participant)Bank, including including, without limitation, any defense based upon the failure of any drawing payment under a Letter of Credit (each, a “Drawing”) to conform to the terms of such the Letter of Credit or any non-application or misapplication by the beneficiary of the proceeds of such Drawingpayment; provided provided, however, that the Borrower shall not be obligated to reimburse the any Letter of Credit Issuer for any wrongful payment made by the such Letter of Credit Issuer under the a Letter of Credit issued by it as a result of acts or omissions constituting willful misconduct or gross negligence on the part of the Letter of Credit Issuer (as determined in the final, non-appealable judgment of by a court of competent jurisdiction) on the part of such Letter of Credit Issuer.

Agreement to Repay Letter of Credit Drawings. (a) The Borrower hereby agrees to reimburse the Letter of Credit Issuer in Dollars with respect to any drawing under any Letter of Credit, by making payment, whether with its own funds, with the proceeds of Revolving Credit Loans or any other source, to the Administrative Agent for the account of the Letter of Credit Issuer in immediately available funds, for any payment or disbursement made by the Letter of Credit Issuer under any Letter of Credit issued by it (with respect to each such amount so paid under a Letter of Credit until reimbursed, a an “Unpaid Drawing” ”) (i) within one Business Day of after the date of such payment or disbursement (or within two Business Days from such date of payment or disbursement, if the aggregate Revolving Credit Exposures of the applicable Class of Lenders equals the Total Revolving Credit Commitments of such Class of Lenders on the date of payment or disbursement), if the Letter of Credit Issuer provides notice to the Borrower of such payment or disbursement prior to 11:00 a.m. (New York City time) on such next succeeding Business Day after the date of such payment or disbursement or (ii) if such notice is received after such time, on the next Business Day from the receipt of such notice (or within two Business Days from the receipt of such notice, if the aggregate Revolving Credit Exposures of the applicable Class of Lenders equals the Total Revolving Credit Commitments of such Class of Lenders on the date of payment or disbursement) following the date of receipt of such notice (such required date for reimbursement under clause (i) or (ii), as applicable (the “Required Reimbursement Date”), with interest on the amount so paid or disbursed by such Letter of Credit Issuer, from and including the date of such payment or disbursement to but excluding the Required Reimbursement Date, at the per annum rate for each day equal to the rate described in Section 2.8(a); 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 the Letter of Credit Issuer prior to 11:00 a.m. 12:00 noon (New York City time) on the Required 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 Revolving Credit Loans, the Borrower shall be deemed to have given a Notice of Borrowing requesting that the Lenders with Revolving Credit Commitments make Revolving Credit Loans (which shall be ABR Base Rate Loans) on the Required Reimbursement Date in an amount equal to the amount of such drawing, and (ii) the Administrative Agent shall promptly notify each Letter of Credit Participant of such drawing and the amount of its Revolving Credit Loan to be made in respect thereof, and each Letter of Credit 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 1:00 p.m. (New York City time) on such Required Reimbursement Date by making the amount of such Revolving Credit Loan available to the Administrative Agent. Such Revolving Credit Loans made in respect of such Unpaid Drawing on such Required Reimbursement Date shall be made without regard to the Minimum Borrowing Amount and without regard to the satisfaction of the conditions set forth in Section 7. The Administrative Agent shall use the proceeds of such Revolving Credit Loans solely for the purpose of reimbursing the Letter of Credit Issuer for the related Unpaid Drawing. If and to the extent such Letter of Credit Participant shall not have so made its Revolving Credit Commitment Percentage of the amount of such payment available to the Administrative Agent for the account of the Letter of Credit Issuer, or that in the sole judgment of the Letter of Credit Issuer, such Revolving Credit Loan cannot for any reason be made on the date otherwise required above (including as a result of the commencement of a proceeding under any Debtor Relief Law in respect of the Borrower), each Letter of Credit Participant hereby agrees that its participation in such Unpaid Drawing shall remain outstanding in lieu of funding its portion of such Revolving Credit Loan and such Letter of Credit Participant agrees to pay to the Administrative Agent for the account of the Letter of Credit Issuer, forthwith on demand, such amount, together with interest thereon for each day from such date until the date such amount is paid to the Administrative Agent for the account of the Letter of Credit Issuer at a rate per annum equal to the Overnight greater of the Federal Funds Rate from time to time then and a rate determined by the Administrative Agent in effectaccordance with banking industry rules on interbank compensation, plus any administrative, processing or similar fees customarily charged by the Letter of Credit Issuer in connection with the foregoing. The failure of any Letter of Credit Participant to make available to the Administrative Agent for the account of the Letter of Credit Issuer its Revolving Credit Commitment Percentage of any payment under any Letter of Credit shall not relieve any other Letter of Credit Participant of its obligation hereunder to make available to the Administrative Agent for the account of the Letter of Credit Issuer its Revolving Credit Commitment Percentage of any payment under such Letter of Credit on the date required, as specified above, but no Letter of Credit Participant shall be responsible for the failure of any other Letter of Credit Participant to make available to the Administrative Agent such other Letter of Credit Participant’s Revolving Credit Commitment Percentage of any such payment. (b) The obligations of the Borrower under this Section 3.4 to reimburse the Letter of Credit Issuer with respect to Unpaid Drawings (including, in each case, interest thereon) shall be absolute and unconditional under any and all circumstances and irrespective of any set-off, counterclaim or defense to payment that the Borrower or any other Person may have or have had against the Letter of Credit Issuer, the Administrative Agent or any Lender (including in its capacity as a Letter of Credit Participant), including any defense based upon the failure of any drawing under a Letter of Credit (each, a “Drawing”) to conform to the terms of such Letter of Credit or any non-application or misapplication by the beneficiary of the proceeds of such Drawing; Drawing; provided that the Borrower shall not be obligated to reimburse the Letter of Credit Issuer for any wrongful payment made by the Letter of Credit Issuer under the Letter of Credit issued by it as a result of acts or omissions constituting willful misconduct or gross negligence on the part of the Letter of Credit Issuer as determined in the final, non-appealable judgment of a court of competent jurisdiction.

Agreement to Repay Letter of Credit Drawings. (a) The Borrower hereby agrees to reimburse the Letter of Credit Issuer by making payment in Dollars with respect to any drawing under any Letter of Credit, by making payment, whether with its own funds, with the proceeds of Revolving Credit Loans or any other source, to the Administrative Agent for the account of the Letter of Credit Issuer in immediately available funds, for any payment or disbursement made by the Letter of Credit Issuer under any Letter of Credit issued by it (with respect to each such amount so paid under a Letter of Credit until reimbursed, a an “Unpaid Drawing” ”) (i) within one Business Day of the date of such payment or disbursement, disbursement if the Borrower receives notice from the Letter of Credit Issuer provides notice to the Borrower of such payment or disbursement prior to 11:00 a.m. (New York City Dallas, Texas time) on such next succeeding Business Day after (from the date of such payment or disbursement disbursement) or (ii) if such notice is received after such time, on the next Business Day following the date of receipt of such notice (such required date for reimbursement under clause (ia) or (ii), as applicable applicable, on such Business Day (the “Required Reimbursement Date”)), with interest on the amount so paid or disbursed by such the Letter of Credit Issuer, from and including the date of such payment or disbursement to but excluding the Required Reimbursement Date, at the per annum rate for each day equal to the 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, (iA) unless the Borrower shall have notified the Administrative Agent and the Letter of Credit Issuer prior to 11:00 a.m. (New York City Dallas, Texas time) on the Required 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 Revolving Credit Loans, the Borrower shall be deemed to have given a Notice of Borrowing requesting that the Lenders with Revolving Credit Commitments make Revolving Credit Loans (which shall be ABR Loans) on the Required Reimbursement Date in an amount equal to the amount of at such drawing, and (iiB) the Administrative Agent shall promptly notify each Letter of Credit L/C Participant of such drawing and the amount of its Revolving Credit Loan to be made in respect thereof, and each Letter of Credit 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 Dallas, Texas time) on such Required Reimbursement Date by making the amount of such Revolving Credit Loan available to the Administrative Agent. Such Revolving Credit Loans made in respect of such Unpaid Drawing on such Required Reimbursement Date shall be made without regard to the Minimum Borrowing Amount limits of Section 2.2 and without regard to the satisfaction of the conditions set forth in Section 7. The Administrative Agent shall use the proceeds of such Revolving Credit Loans solely for the purpose of reimbursing the Letter of Credit Issuer for the related Unpaid Drawing. If 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 respect of such Letter of Credit following the L/C Maturity Date, second, to the extent such Letter of Credit Participant shall not have so made its Revolving Credit Commitment Percentage of the amount of expires or is returned undrawn while any such payment available cash collateral remains, to the Administrative Agent for the account repayment of the Letter of Credit Issuer, or that in the sole judgment of the Letter of Credit Issuer, such Revolving Credit Loan cannot for any reason be made on the date otherwise required above (including as a result of the commencement of a proceeding under any Debtor Relief Law obligations in respect of any Loans that have not been 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 affect the Borrower), each Letter of Credit Participant hereby agrees that its participation ’s obligation to repay all outstanding Loans when due in such Unpaid Drawing shall remain outstanding in lieu of funding its portion of such Revolving Credit Loan and such Letter of Credit Participant agrees to pay to the Administrative Agent for the account of the Letter of Credit Issuer, forthwith on demand, such amount, together with interest thereon for each day from such date until the date such amount is paid to the Administrative Agent for the account of the Letter of Credit Issuer at a rate per annum equal to the Overnight Rate from time to time then in effect, plus any administrative, processing or similar fees customarily charged by the Letter of Credit Issuer in connection accordance with the foregoing. The failure terms of any Letter of Credit Participant to make available to the Administrative Agent for the account of the Letter of Credit Issuer its Revolving Credit Commitment Percentage of any payment under any Letter of Credit shall not relieve any other Letter of Credit Participant of its obligation hereunder to make available to the Administrative Agent for the account of the Letter of Credit Issuer its Revolving Credit Commitment Percentage of any payment under such Letter of Credit on the date required, as specified above, but no Letter of Credit Participant shall be responsible for the failure of any other Letter of Credit Participant to make available to the Administrative Agent such other Letter of Credit Participant’s Revolving Credit Commitment Percentage of any such paymentthis Agreement. (b) The obligations of the Borrower under this Section 3.4 to reimburse the Letter of Credit Issuer with respect to Unpaid Drawings (including, in each case, interest thereon) shall be absolute and unconditional under any and all circumstances and irrespective of any set-off, counterclaim or defense to payment that the Borrower or any other Person may have or have had against the Letter of Credit Issuer, the Administrative Agent or any Lender (including in its capacity as a Letter of Credit an L/C Participant), including any defense based upon the failure of any drawing under a Letter of Credit (each, each a “Drawing”) to conform to the terms of such the Letter of Credit or any non-application or misapplication by the beneficiary of the proceeds of such Drawing; provided that the Borrower shall not be obligated to reimburse the Letter of Credit Issuer for any wrongful payment made by the Letter of Credit Issuer under the Letter of Credit issued by it as a result of acts or omissions constituting willful misconduct misconduct, bad faith or gross negligence on the part of the Letter of Credit Issuer (as determined in the final, a final and non-appealable judgment of by a court of competent jurisdiction).

Agreement to Repay Letter of Credit Drawings. (a) The Borrower Borrowers hereby agrees agree to reimburse the (or cause any Letter of Credit Issuer in Dollars with respect to any drawing under any Obligor for whose account a Letter of CreditCredit was issued to reimburse) each Letter of Credit Issuer, by making payment, whether with its own funds, with the proceeds of Revolving Credit Loans or any other source, payment directly to the Administrative Agent for the account of the such Letter of Credit Issuer in immediately available fundsfunds at the payment office of such Letter of Credit Issuer, for any payment or disbursement made by the such Letter of Credit Issuer under any Letter of Credit issued by it (with respect to each such amount so paid under a Letter of Credit or disbursed until reimbursed, a “Unpaid Drawing” (ian "UNPAID DRAWING") within one Business Day of immediately after, and in any event on the date of on which, such payment or disbursement, if the Letter of Credit Issuer provides notice to notifies the Borrower Borrowers of such payment or disbursement prior (which notice to 11:00 a.m. the Borrowers shall be delivered reasonably promptly after any such payment or disbursement), such payment to be made in Dollars (New York City time) on such next succeeding Business Day after and in the date amount which is the Dollar equivalent of any such payment or disbursement made or (ii) if such notice is received after such time, on the next Business Day following the date of receipt of such notice (such required date for reimbursement under clause (i) or (ii), as applicable (the “Required Reimbursement Date”denominated in an Alternative Currency), with interest on the amount so paid or disbursed by such Letter of Credit Issuer, from and including to the extent not reimbursed prior to 1:00 P.M. (local time at the payment office of the Letter of Credit Issuer) on the date of such payment or disbursement disbursement, from and including the date paid or disbursed to but excluding not including the Required Reimbursement Date, at the per annum rate for each day equal to the 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 the date such Letter of Credit Issuer prior to 11:00 a.m. (New York City time) on the Required 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 Revolving Credit Loans, the Borrower shall be deemed to have given a Notice of Borrowing requesting that the Lenders with Revolving Credit Commitments make Revolving Credit Loans (which shall be ABR Loans) on the Required Reimbursement Date in an amount equal to the amount of such drawing, and (ii) the Administrative Agent shall promptly notify each Letter of Credit Participant of such drawing and the amount of its Revolving Credit Loan to be made in respect thereof, and each Letter of Credit 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 Required Reimbursement Date by making the amount of such Revolving Credit Loan available to the Administrative Agent. Such Revolving Credit Loans made in respect of such Unpaid Drawing on such Required Reimbursement Date shall be made without regard to the Minimum Borrowing Amount and without regard to the satisfaction of the conditions set forth in Section 7. The Administrative Agent shall use the proceeds of such Revolving Credit Loans solely for the purpose of reimbursing the Letter of Credit Issuer for the related Unpaid Drawing. If and to the extent such Letter of Credit Participant shall not have so made its Revolving Credit Commitment Percentage of the amount of such payment available to the Administrative Agent for the account of the Letter of Credit Issuer, or that in the sole judgment of the Letter of Credit Issuer, such Revolving Credit Loan cannot for any reason be made on the date otherwise required above (including as a result of the commencement of a proceeding under any Debtor Relief Law in respect of the Borrower), each Letter of Credit Participant hereby agrees that its participation in such Unpaid Drawing shall remain outstanding in lieu of funding its portion of such Revolving Credit Loan and such Letter of Credit Participant agrees to pay to the Administrative Agent for the account of the Letter of Credit Issuer, forthwith on demand, such amount, together with interest thereon for each day from such date until the date such amount is paid to the Administrative Agent for the account of the Letter of Credit Issuer reimbursed therefor at a rate per annum equal which shall be the rate then applicable to the Overnight General Revolving Loans which are Prime Rate from time to time then in effect, Loans (plus any administrative, processing or similar fees customarily charged an additional 2% per annum if not reimbursed by the Letter of Credit Issuer in connection with the foregoing. The failure of any Letter of Credit Participant to make available to the Administrative Agent for the account of the Letter of Credit Issuer its Revolving Credit Commitment Percentage of any payment under any Letter of Credit shall not relieve any other Letter of Credit Participant of its obligation hereunder to make available to the Administrative Agent for the account of the Letter of Credit Issuer its Revolving Credit Commitment Percentage of any payment under such Letter of Credit on Business Day after the date requiredof such payment or disbursement), as specified above, but no Letter of Credit Participant shall be responsible for the failure of any other Letter of Credit Participant to make available to the Administrative Agent such other Letter of Credit Participant’s Revolving Credit Commitment Percentage of any such paymentinterest also to be payable on demand. (b) The obligations of the Borrower Borrowers' obligation under this Section 3.4 section 2A.3 to reimburse the each Letter of Credit Issuer with respect to Unpaid Drawings (including, in each case, interest thereon) shall be absolute and unconditional under any and all circumstances and irrespective of any set-offsetoff, counterclaim or defense to payment that the which a Borrower or any other Person may have or have had against the such Letter of Credit Issuer, the Administrative Agent Agent, or any Lender (including in its capacity as a Letter of Credit Participant)Lender, including 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 such the Letter of Credit or any non-application or misapplication by the beneficiary of the proceeds of such Drawing; provided that the Borrower shall not be obligated to reimburse the Letter of Credit Issuer for any wrongful payment made by the Letter of Credit Issuer under the Letter of Credit issued by it as a result of acts or omissions constituting willful misconduct or gross negligence on the part of the Letter of Credit Issuer as determined in the final, non-appealable judgment of a court of competent jurisdiction.application

Agreement to Repay Letter of Credit Drawings. (a) The Borrower hereby agrees to reimburse the Letter of Credit Issuer in Dollars with respect to any drawing under any Letter of CreditIssuing Bank, by making payment, whether with its own funds, with the proceeds of Revolving Credit Loans or any other source, payment to the Administrative Agent for the account of the Letter of Credit Issuer in immediately available fundsfunds at the Payment Office (or by making the payment directly to the Issuing Bank at such location as may otherwise have been agreed upon by the Borrower and the Issuing Bank), for any payment or disbursement made by the Letter of Credit Issuer Issuing Bank under any Letter of Credit issued by it (with respect to each such amount so paid under a Letter of Credit until reimbursed, a “an "Unpaid Drawing” (i) within one Business Day of "), immediately after, and in any event on the date of of, such payment or disbursement, if the Letter of Credit Issuer provides notice to the Borrower of such payment or disbursement prior to 11:00 a.m. (New York City time) on such next succeeding Business Day after the date of such payment or disbursement or (ii) if such notice is received after such time, on the next Business Day following the date of receipt of such notice (such required date for reimbursement under clause (i) or (ii), as applicable (the “Required Reimbursement Date”), with interest on the amount so paid or disbursed by such Letter of Credit Issuerthe Issuing Bank, from and including to the extent not reimbursed prior to 12:00 Noon (New York time) on the date of such payment or disbursement to but excluding disbursement, from the Required Reimbursement Date, at the per annum rate for each day equal date paid or disbursed to the rate described in Section 2.8(a); provided that, notwithstanding anything contained in this Agreement to date the contrary, with respect to any Letter of Credit, (i) unless Issuing Bank is reimbursed by the Borrower shall have notified the Administrative Agent and the Letter of Credit Issuer prior to 11:00 a.m. (New York City time) on the Required 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 Revolving Credit Loans, the Borrower shall be deemed to have given a Notice of Borrowing requesting that the Lenders with Revolving Credit Commitments make Revolving Credit Loans (which shall be ABR Loans) on the Required Reimbursement Date in an amount equal to the amount of such drawing, and (ii) the Administrative Agent shall promptly notify each Letter of Credit Participant of such drawing and the amount of its Revolving Credit Loan to be made in respect thereof, and each Letter of Credit 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 Required Reimbursement Date by making the amount of such Revolving Credit Loan available to the Administrative Agent. Such Revolving Credit Loans made in respect of such Unpaid Drawing on such Required Reimbursement Date shall be made without regard to the Minimum Borrowing Amount and without regard to the satisfaction of the conditions set forth in Section 7. The Administrative Agent shall use the proceeds of such Revolving Credit Loans solely for the purpose of reimbursing the Letter of Credit Issuer for the related Unpaid Drawing. If and to the extent such Letter of Credit Participant shall not have so made its Revolving Credit Commitment Percentage of the amount of such payment available to the Administrative Agent for the account of the Letter of Credit Issuer, or that in the sole judgment of the Letter of Credit Issuer, such Revolving Credit Loan cannot for any reason be made on the date otherwise required above (including as a result of the commencement of a proceeding under any Debtor Relief Law in respect of the Borrower), each Letter of Credit Participant hereby agrees that its participation in such Unpaid Drawing shall remain outstanding in lieu of funding its portion of such Revolving Credit Loan and such Letter of Credit Participant agrees to pay to the Administrative Agent for the account of the Letter of Credit Issuer, forthwith on demand, such amount, together with interest thereon for each day from such date until the date such amount is paid to the Administrative Agent for the account of the Letter of Credit Issuer therefor at a rate per annum equal to the Overnight sum of (i) the Base Rate in effect from time to time, (ii) the Applicable Margin for Revolving Loans which are maintained as Base Rate Loans at such time then and (iii) 2%, in effect, plus any administrative, processing or similar fees customarily charged by the Letter of Credit Issuer in connection each case with the foregoing. The failure of any Letter of Credit Participant such interest to make available to the Administrative Agent for the account of the Letter of Credit Issuer its Revolving Credit Commitment Percentage of any payment under any Letter of Credit shall not relieve any other Letter of Credit Participant of its obligation hereunder to make available to the Administrative Agent for the account of the Letter of Credit Issuer its Revolving Credit Commitment Percentage of any payment under such Letter of Credit be payable on the date required, as specified above, but no Letter of Credit Participant shall be responsible for the failure of any other Letter of Credit Participant to make available to the Administrative Agent such other Letter of Credit Participant’s Revolving Credit Commitment Percentage of any such paymentdemand. (b) The obligations of the Borrower under this Section 3.4 3.05 to reimburse the Letter of Credit Issuer Issuing Bank with respect to Unpaid Drawings (including, in each case, interest thereon) shall be absolute and unconditional under any and all circumstances and irrespective of any set-offsetoff, counterclaim or defense to payment that which the Borrower or any other Person may have or have had against the Letter of Credit Issuer, the Administrative Agent or any Lender Bank (including in its capacity as a Letter of Credit Issuing Bank or as Participant), including 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 such the Letter of Credit or any non-application nonapplication or misapplication by the beneficiary of the proceeds of such Drawing; provided provided, however, that the Borrower shall not be obligated to reimburse the Letter of Credit Issuer any Issuing Bank for any wrongful payment made by the Issuing Bank under a Letter of Credit Issuer under the Letter of Credit issued by it as a result of acts or omissions constituting willful misconduct or gross negligence on the part of the Letter of Credit Issuer as determined in the final, non-appealable judgment of a court of competent jurisdictionIssuing Bank.

Agreement to Repay Letter of Credit Drawings. (a) The Borrower hereby agrees to reimburse the each respective Letter of Credit Issuer in Dollars with respect to any drawing under any Letter of CreditIssuer, by making payment, whether with its own funds, with the proceeds of Revolving Credit Loans or any other source, payment to the Administrative Agent for the account of the Letter of Credit Issuer in immediately available fundsfunds at the Payment Office, for any payment or disbursement made by the such Letter of Credit Issuer under any Letter of Credit issued by it (with respect to each such amount so paid under a Letter of Credit or disbursed until reimbursed, a “an "Unpaid Drawing” (i") within one no later than two Business Day of Days following the date of such payment or disbursement, if the Letter of Credit Issuer provides notice to the Borrower of such payment or disbursement prior to 11:00 a.m. (New York City time) on such next succeeding Business Day after the date of such payment or disbursement or (ii) if such notice is received after such time, on the next Business Day following the date of receipt of such notice (such required date for reimbursement under clause (i) or (ii), as applicable (the “Required Reimbursement Date”), with interest on the amount so paid or disbursed by such Letter of Credit Issuer, from and including to the extent not reimbursed prior to 1:00 P.M. (New York time) on the date of such payment or disbursement disbursement, from and including the date paid or disbursed to but excluding not including the Required Reimbursement Date, at the per annum rate for each day equal to the 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 the date such Letter of Credit Issuer prior to 11:00 a.m. (New York City time) on the Required 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 Revolving Credit Loans, the Borrower shall be deemed to have given a Notice of Borrowing requesting that the Lenders with Revolving Credit Commitments make Revolving Credit Loans (which shall be ABR Loans) on the Required Reimbursement Date in an amount equal to the amount of such drawing, and (ii) the Administrative Agent shall promptly notify each Letter of Credit Participant of such drawing and the amount of its Revolving Credit Loan to be made in respect thereof, and each Letter of Credit 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 Required Reimbursement Date by making the amount of such Revolving Credit Loan available to the Administrative Agent. Such Revolving Credit Loans made in respect of such Unpaid Drawing on such Required Reimbursement Date shall be made without regard to the Minimum Borrowing Amount and without regard to the satisfaction of the conditions set forth in Section 7. The Administrative Agent shall use the proceeds of such Revolving Credit Loans solely for the purpose of reimbursing the Letter of Credit Issuer for the related Unpaid Drawing. If and to the extent such Letter of Credit Participant shall not have so made its Revolving Credit Commitment Percentage of the amount of such payment available to the Administrative Agent for the account of the Letter of Credit Issuer, or that in the sole judgment of the Letter of Credit Issuer, such Revolving Credit Loan cannot for any reason be made on the date otherwise required above (including as a result of the commencement of a proceeding under any Debtor Relief Law in respect of the Borrower), each Letter of Credit Participant hereby agrees that its participation in such Unpaid Drawing shall remain outstanding in lieu of funding its portion of such Revolving Credit Loan and such Letter of Credit Participant agrees to pay to the Administrative Agent for the account of the Letter of Credit Issuer, forthwith on demand, such amount, together with interest thereon for each day from such date until the date such amount is paid to the Administrative Agent for the account of the Letter of Credit Issuer reimbursed therefor at a rate per annum equal to which shall be the Overnight Applicable Base Rate Margin plus the Base Rate as in effect from time to time then in effect, for Revolving Loans (plus any administrative, processing or similar fees customarily charged 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 in connection with shall provide the foregoing. The failure of any Letter of Credit Participant to make available to the Administrative Agent for the account of the Letter of Credit Issuer its Revolving Credit Commitment Percentage Borrower prompt notice of any payment or disbursement made by it under any Letter of Credit issued by it, although the failure of, or delay in, giving any such notice shall not relieve any other Letter of Credit Participant of its obligation hereunder to make available to release or diminish the Administrative Agent for the account of the Letter of Credit Issuer its Revolving Credit Commitment Percentage of any payment under such Letter of Credit on the date required, as specified above, but no Letter of Credit Participant shall be responsible for the failure of any other Letter of Credit Participant to make available to the Administrative Agent such other Letter of Credit Participant’s Revolving Credit Commitment Percentage of any such payment. (b) The obligations of the Borrower under this Section 3.4 2.03(a) or under any other Section of this Agreement. (b) The Borrower's obligation under this Section 2.03 to reimburse the respective Letter of Credit Issuer with respect to Unpaid Drawings (including, in each case, interest thereon) shall be absolute and unconditional under any and all circumstances and irrespective of any set-offsetoff, counterclaim or defense to payment that which the Borrower or any other Person may have or have had against the such Letter of Credit Issuer, the Administrative Agent or any Lender (including in its capacity as a Letter of Credit Participant)Bank, including including, without limitation, any defense based upon the failure of any drawing under a Letter of Credit (each, a “Drawing”) issued by it to conform to the terms of such the Letter of Credit or any non-application or misapplication by the beneficiary of the proceeds of such Drawingdrawing; provided provided, however, that the Borrower shall not be obligated to reimburse the such Letter of Credit Issuer for any wrongful payment made by the such Letter of Credit Issuer under the a Letter of Credit issued by it as a result of acts or omissions constituting willful misconduct or gross negligence as determined by a court of competent jurisdiction on the part of the such Letter of Credit Issuer as determined in the final, non-appealable judgment of a court of competent jurisdictionIssuer.

Agreement to Repay Letter of Credit Drawings. (a) The Borrower hereby agrees to reimburse the Letter of Credit Issuer relevant Issuing Bank by making payment in Dollars with respect to any drawing under any Letter or, in the case of Alternate Currency Letters of Credit, by making payment, whether with its own funds, with in the proceeds of Revolving Credit Loans applicable Alternate Currency to such Issuing Bank or any other source, to the Administrative Agent for the account of such Issuing Bank (whether with its own funds or with proceeds of the Letter of Credit Issuer Loans) in immediately available funds, for any payment or disbursement made by the Letter of Credit Issuer such Issuing Bank under any Letter of Credit issued by it (with respect to each such amount so paid under a Letter of Credit until reimbursed, a an “Unpaid Drawing” (calculated, in the case of Alternate Currency Letters of Credit, based on the Dollar Equivalent thereof)) (i) within one Business Day of the date of such payment or disbursement, disbursement if the Letter of Credit Issuer such Issuing Bank provides notice to the Borrower of such payment or disbursement prior to 11:00 a.m. (New York City time) on such next succeeding Business Day after (from the date of such payment or disbursement or (ii) if such notice is received after such time, on the next Business Day following the date of receipt of such notice (such required date for reimbursement under clause (i) or (ii), as applicable applicable, on such Business Day (the “Required Reimbursement Date”)), with interest on the amount so paid or disbursed by such Letter of Credit IssuerIssuing Bank, from and including the date of such payment or disbursement to but excluding the Required Reimbursement Date, at the per annum rate for each day equal to the 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 the Letter of Credit Issuer such Issuing Bank prior to 11:00 a.m. (New York City time) on the Required Reimbursement Date that the Borrower intends to reimburse the Letter of Credit Issuer such Issuing Bank 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 the Lenders with Revolving Credit Commitments make Revolving Credit Loans (which shall be ABR Loans) on the Required Reimbursement Date in an amount equal to the amount at such drawing (calculated, in the case of such drawingAlternate Currency Letters of Credit, based on the Dollar Equivalent thereof), and (ii) the Administrative Agent shall promptly notify each Letter of Credit L/C Participant of such drawing and the amount of its Revolving Credit Loan to be made in respect thereof, and each Letter of Credit 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 Required Reimbursement Date by making the amount of such Revolving Credit Loan available to the Administrative Agent. Such Revolving Credit Loans made in respect of such Unpaid Drawing on such Required Reimbursement Date shall be made without regard to the Minimum Borrowing Amount and without regard to the satisfaction of the conditions set forth in Section 7. The Administrative Agent shall use the proceeds of such Revolving Credit Loans solely for the purpose of reimbursing the Letter of Credit Issuer relevant Issuing Bank for the related Unpaid Drawing. If 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 respect of such Letter of Credit following the L/C Maturity Date, second, to the extent such Letter of Credit Participant shall not have so made its Revolving Credit Commitment Percentage of the amount of expires or is returned undrawn while any such payment available cash collateral remains, to the Administrative Agent for the account repayment of the Letter of Credit Issuer, or that in the sole judgment of the Letter of Credit Issuer, such Revolving Credit Loan cannot for any reason be made on the date otherwise required above (including as a result of the commencement of a proceeding under any Debtor Relief Law 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 affect the Borrower), each Letter of Credit Participant hereby agrees that its participation ’s obligation to repay all outstanding Loans when due in such Unpaid Drawing shall remain outstanding in lieu of funding its portion of such Revolving Credit Loan and such Letter of Credit Participant agrees to pay to the Administrative Agent for the account of the Letter of Credit Issuer, forthwith on demand, such amount, together with interest thereon for each day from such date until the date such amount is paid to the Administrative Agent for the account of the Letter of Credit Issuer at a rate per annum equal to the Overnight Rate from time to time then in effect, plus any administrative, processing or similar fees customarily charged by the Letter of Credit Issuer in connection accordance with the foregoing. The failure terms of any Letter of Credit Participant to make available to the Administrative Agent for the account of the Letter of Credit Issuer its Revolving Credit Commitment Percentage of any payment under any Letter of Credit shall not relieve any other Letter of Credit Participant of its obligation hereunder to make available to the Administrative Agent for the account of the Letter of Credit Issuer its Revolving Credit Commitment Percentage of any payment under such Letter of Credit on the date required, as specified above, but no Letter of Credit Participant shall be responsible for the failure of any other Letter of Credit Participant to make available to the Administrative Agent such other Letter of Credit Participant’s Revolving Credit Commitment Percentage of any such paymentthis Agreement. (b) The obligations of the Borrower under this Section 3.4 to reimburse the Letter of Credit Issuer relevant Issuing Bank with respect to Unpaid Drawings (including, in each case, interest thereon) shall be absolute absolute, unconditional and unconditional irrevocable, and shall be performed strictly in accordance with the terms of this Agreement under any and all circumstances and irrespective of any set-off, counterclaim or defense to payment that the Borrower or any other Person may have or have had against the Letter of Credit Issuersuch Issuing Bank, the Administrative Agent or any Lender (including in its capacity as a Letter of Credit an L/C Participant), including any defense based upon (i) the failure of any drawing under a Letter of Credit (each, each a “Drawing”) to conform to the terms of such the Letter of Credit or Credit, (ii) any non-application or misapplication by the beneficiary of the proceeds of such Drawing; , (iii) any lack of validity or enforceability of any Letter of Credit or this Agreement, or any term or provision therein, (iv) any draft or other document presented under a Letter of Credit proving to be forged, fraudulent or invalid in any respect or any statement therein being untrue or inaccurate in any respect, (v) payment by the Issuing Bank under a Letter of Credit against presentation of a draft or other document that does not comply with the terms of such letter of Credit, or (vi) any other event or circumstance whatsoever, whether or not similar to any of the foregoing, that might, but for the provisions of this Section, constitute a legal or equitable discharge of, or provide a right of setoff against, the Borrower’s obligations hereunder. None of the Administrative Agent, the Lenders or the Issuing Bank, nor any of their Related Parties, 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 Issuing Bank provided that the Borrower foregoing shall not be obligated construed to reimburse 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 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 Letter of Credit Issuer for any wrongful payment made by comply with the Letter terms thereof. The parties hereto expressly agree that, in the absence of Credit Issuer under the Letter of Credit issued by it as a result of acts gross negligence or omissions constituting willful misconduct or gross negligence on the part of the Letter of Credit Issuer Issuing Bank (as finally determined in the final, non-appealable judgment of by a court of competent jurisdiction), the Issuing Bank shall be deemed to have exercised care in each such determination. In furtherance of the foregoing and without limiting the generality thereof, the parties hereto agree that, with respect to documents presented which appear on their face to be in substantial 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.

Agreement to Repay Letter of Credit Drawings. (a) The Borrower -------------------------------------------- hereby agrees to reimburse the Letter of Credit Issuer in Dollars with respect to any drawing under any Letter of CreditIssuer, by making payment, whether with its own funds, with the proceeds of Revolving Credit Loans or any other source, payment to the Administrative Agent for at the account of the Letter of Credit Issuer in immediately available fundsPayment Office, for any payment or disbursement made by the Letter of Credit Issuer under any Letter of Credit issued by it (with respect to each such amount so paid under a Letter of Credit or disbursed until reimbursed, a “an "Unpaid Drawing” (i") within one Business Day of immediately after, and in any event on the date of such payment or disbursement, if on which the Borrower is notified by the Letter of Credit Issuer provides notice to the Borrower of such payment or disbursement prior to 11:00 a.m. (New York City time) on such next succeeding Business Day after the date of such payment or disbursement or (ii) if such notice is received after such time, on the next Business Day following the date of receipt of such notice (such required date for reimbursement under clause (i) or (ii), as applicable (the “Required Reimbursement Date”), with interest on the amount so paid or disbursed by such the Letter of Credit Issuer, to the extent not reimbursed prior to 1:00 P.M. (New York time) on the date of such payment or disbursement, from and including the date of such payment paid or disbursement disbursed to but excluding not including the Required Reimbursement Date, at the per annum rate for each day equal to the 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 date the Letter of Credit Issuer prior to 11:00 a.m. (New York City time) on the Required 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 Revolving Credit Loans, the Borrower shall be deemed to have given a Notice of Borrowing requesting that the Lenders with Revolving Credit Commitments make Revolving Credit Loans (which shall be ABR Loans) on the Required Reimbursement Date in an amount equal to the amount of such drawing, and (ii) the Administrative Agent shall promptly notify each Letter of Credit Participant of such drawing and the amount of its Revolving Credit Loan to be made in respect thereof, and each Letter of Credit 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 Required Reimbursement Date by making the amount of such Revolving Credit Loan available to the Administrative Agent. Such Revolving Credit Loans made in respect of such Unpaid Drawing on such Required Reimbursement Date shall be made without regard to the Minimum Borrowing Amount and without regard to the satisfaction of the conditions set forth in Section 7. The Administrative Agent shall use the proceeds of such Revolving Credit Loans solely for the purpose of reimbursing the Letter of Credit Issuer for the related Unpaid Drawing. If and to the extent such Letter of Credit Participant shall not have so made its Revolving Credit Commitment Percentage of the amount of such payment available to the Administrative Agent for the account of the Letter of Credit Issuer, or that in the sole judgment of the Letter of Credit Issuer, such Revolving Credit Loan cannot for any reason be made on the date otherwise required above (including as a result of the commencement of a proceeding under any Debtor Relief Law in respect of the Borrower), each Letter of Credit Participant hereby agrees that its participation in such Unpaid Drawing shall remain outstanding in lieu of funding its portion of such Revolving Credit Loan and such Letter of Credit Participant agrees to pay to the Administrative Agent for the account of the Letter of Credit Issuer, forthwith on demand, such amount, together with interest thereon for each day from such date until the date such amount is paid to the Administrative Agent for the account of the Letter of Credit Issuer reimbursed therefor at a rate per annum equal to which shall be the Overnight Applicable Base Rate Margin plus the Base Rate as in effect from time to time then in effect, (plus any administrative, processing or similar fees customarily charged an additional 2% per annum if not reimbursed by the Letter of Credit Issuer in connection with the foregoing. The failure of any Letter of Credit Participant to make available to the Administrative Agent for the account of the Letter of Credit Issuer its Revolving Credit Commitment Percentage of any payment under any Letter of Credit shall not relieve any other Letter of Credit Participant of its obligation hereunder to make available to the Administrative Agent for the account of the Letter of Credit Issuer its Revolving Credit Commitment Percentage of any payment under such Letter of Credit on third Business Day after the date requiredof such notice of payment or disbursement), as specified above, but no Letter of Credit Participant shall such interest also to be responsible for the failure of any other Letter of Credit Participant to make available to the Administrative Agent such other Letter of Credit Participant’s Revolving Credit Commitment Percentage of any such paymentpayable on demand. (b) The obligations of the Borrower Borrower's obligation under this Section 3.4 2.04 to reimburse the Letter of Credit Issuer with respect to Unpaid Drawings (including, in each case, interest thereon) shall be absolute and unconditional under any and all circumstances and irrespective of any set-offsetoff, counterclaim or defense to payment that which the Borrower or any other Person may have or have had against the Letter of Credit Issuer, the Administrative Agent or any Lender (including in its capacity as a Letter of Credit Participant)Lender, including 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 such the Letter of Credit or any non-application or misapplication by the beneficiary of the proceeds of such Drawingdrawing; provided provided, however, that the Borrower shall not be obligated to reimburse the Letter of Credit Issuer for any wrongful payment made by the Letter of Credit Issuer under the a Letter of Credit issued by it as a result of acts or omissions constituting willful misconduct or gross negligence on the part of the Letter of Credit Issuer as determined in the final, non-appealable judgment of a court of competent jurisdictionIssuer.

Agreement to Repay Letter of Credit Drawings. (a) The Borrower hereby agrees to reimburse the Letter of Credit Issuer in Dollars with respect to any drawing under any Letter of CreditIssuer, by making payment, whether with its own funds, with the proceeds of Revolving Credit Loans or any other source, payment to the Administrative Agent for at the account of the Letter of Credit Issuer in immediately available fundsPayment Office, for any payment or disbursement made by the Letter of Credit Issuer under any Letter of Credit issued by it (with respect to each such amount so paid under a Letter of Credit or disbursed until reimbursed, a “an "Unpaid Drawing” (i") within one Business Day of immediately after, and in any event on the date of such payment or disbursement, if on which the Borrower is notified by the Letter of Credit Issuer provides notice to the Borrower of such payment or disbursement prior to 11:00 a.m. (New York City time) on such next succeeding Business Day after the date of such payment or disbursement or (ii) if such notice is received after such time, on the next Business Day following the date of receipt of such notice (such required date for reimbursement under clause (i) or (ii), as applicable (the “Required Reimbursement Date”), with interest on the amount so paid or disbursed by such the Letter of Credit Issuer, to the extent not reimbursed prior to 3:00 P.M. (New York time) on the date of such payment or disbursement, from and including the date of such payment paid or disbursement disbursed to but excluding not including the Required Reimbursement Date, at the per annum rate for each day equal to the 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 date the Letter of Credit Issuer prior to 11:00 a.m. (New York City time) on the Required 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 Revolving Credit Loans, the Borrower shall be deemed to have given a Notice of Borrowing requesting that the Lenders with Revolving Credit Commitments make Revolving Credit Loans (which shall be ABR Loans) on the Required Reimbursement Date in an amount equal to the amount of such drawing, and (ii) the Administrative Agent shall promptly notify each Letter of Credit Participant of such drawing and the amount of its Revolving Credit Loan to be made in respect thereof, and each Letter of Credit 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 Required Reimbursement Date by making the amount of such Revolving Credit Loan available to the Administrative Agent. Such Revolving Credit Loans made in respect of such Unpaid Drawing on such Required Reimbursement Date shall be made without regard to the Minimum Borrowing Amount and without regard to the satisfaction of the conditions set forth in Section 7. The Administrative Agent shall use the proceeds of such Revolving Credit Loans solely for the purpose of reimbursing the Letter of Credit Issuer for the related Unpaid Drawing. If and to the extent such Letter of Credit Participant shall not have so made its Revolving Credit Commitment Percentage of the amount of such payment available to the Administrative Agent for the account of the Letter of Credit Issuer, or that in the sole judgment of the Letter of Credit Issuer, such Revolving Credit Loan cannot for any reason be made on the date otherwise required above (including as a result of the commencement of a proceeding under any Debtor Relief Law in respect of the Borrower), each Letter of Credit Participant hereby agrees that its participation in such Unpaid Drawing shall remain outstanding in lieu of funding its portion of such Revolving Credit Loan and such Letter of Credit Participant agrees to pay to the Administrative Agent for the account of the Letter of Credit Issuer, forthwith on demand, such amount, together with interest thereon for each day from such date until the date such amount is paid to the Administrative Agent for the account of the Letter of Credit Issuer reimbursed therefor at a rate per annum equal to which shall be the Overnight Applicable Base Rate Margin plus the Base Rate as in effect from time to time then in effect, (plus any administrative, processing or similar fees customarily charged an additional 2% per annum if not reimbursed by the Letter of Credit Issuer in connection with the foregoing. The failure of any Letter of Credit Participant to make available to the Administrative Agent for the account of the Letter of Credit Issuer its Revolving Credit Commitment Percentage of any payment under any Letter of Credit shall not relieve any other Letter of Credit Participant of its obligation hereunder to make available to the Administrative Agent for the account of the Letter of Credit Issuer its Revolving Credit Commitment Percentage of any payment under such Letter of Credit on third Business Day after the date requiredof such notice of payment or disbursement), as specified above, but no Letter of Credit Participant shall such interest also to be responsible for the failure of any other Letter of Credit Participant to make available to the Administrative Agent such other Letter of Credit Participant’s Revolving Credit Commitment Percentage of any such paymentpayable on demand. (b) The obligations of the Borrower Borrower's obligation under this Section 3.4 1A.04 to reimburse the Letter of Credit Issuer with respect to Unpaid Drawings (including, in each case, interest thereon) shall be absolute and unconditional under any and all circumstances and irrespective of any set-offsetoff, counterclaim or defense to payment that which the Borrower or any other Person may have or have had against the Letter of Credit Issuer, the Administrative Agent or any Lender (including in its capacity as a Letter of Credit Participant)Lender, including 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 such the Letter of Credit or any non-application or misapplication by the beneficiary of the proceeds of such Drawingdrawing; provided provided, however, that the Borrower shall not be obligated to reimburse the Letter of Credit Issuer for any wrongful payment made by the Letter of Credit Issuer under the a Letter of Credit issued by it as a result of acts or omissions constituting willful misconduct or gross negligence on the part of the Letter of Credit Issuer as determined in the final, non-appealable by a final judgment of issued by a court of competent jurisdiction.

Agreement to Repay Letter of Credit Drawings. (a) The Borrower Each Account Party hereby agrees to reimburse the Letter of Credit Issuer respective Issuing Bank, by making payment in Dollars with respect to any drawing (or, in the case of a reimbursement under any xxx Non-Dollar Alternate Currency Letter of Credit, by making paymentat any time prior to the occurrence of a Sharing Event, whether with its own funds, with the proceeds Non-Dollar Alternate Currency in which such Non-Dollar Alternate Currency Letter of Revolving Credit Loans or any other source, is denominated) and in immediately available funds directly to the Administrative Agent at the Payment Office for the account benefit of the Letter of Credit Issuer in immediately available fundssuch Issuing Bank, for any payment or disbursement made by (in the case of any such payment or disbursement under any Non-Dollar Alternate Currency Letter of Credit Issuer 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 Non-Dollar Alternate Currency in which such Non-Dollar 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 Bank under any Letter of Credit issued by it for the account of the respective Account Party (with respect to each such amount so paid under a Letter of Credit paid, until reimbursed, a an “Unpaid Drawing” (i) within one ”), not later than the Business Day of after the date Administrative Agent or such Issuing Bank notifies the respective Account Party of such payment or disbursement, if the Letter of Credit Issuer provides notice to the Borrower of such payment or disbursement prior to 11:00 a.m. (New York City time) on such next succeeding Business Day after the date of such payment or disbursement or (ii) if such notice is received after such time, on the next Business Day following the date of receipt of such notice (such required date for reimbursement under clause (i) or (ii), as applicable (the “Required Reimbursement Date”), with interest on the amount so paid or disbursed by such Letter Issuing Bank, to the extent not reimbursed prior to 2:00 P.M. (New York time), on the date of Credit Issuersuch payment or disbursement, from and including the date paid or disbursed to but excluding the date such Issuing Bank is reimbursed by the respective Account Party therefor at a rate per annum 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 for Dollar Revolving Loans maintained as Base Rate Loans as in effect from time to time and (y) in the case of Non-Dollar Alternate Currency Letters of Credit denominated in a given Non-Dollar 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 Non-Dollar Alternate Currency Revolving Loans as 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 respective Account Party from the Administrative Agent or the respective Issuing Bank of such payment or disbursement or upon the occurrence of a Default or an Event of Default under Section 10.05, interest shall thereafter accrue on the amounts so paid or disbursed by such Issuing Bank (and until reimbursed by the respective Account Party) at a rate per annum 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 but excluding time plus the Required Reimbursement DateApplicable Margin for Dollar Revolving Loans maintained as Base Rate Loans as in effect from time to time plus 2% and (y) in the case of Non-Dollar Alternate Currency Letters of Credit denominated in a given Non-Dollar 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 Non-Dollar Alternate Currency Revolving Loans as in effect from time to time plus any Mandatory Costs plus 2%, in each such case, with 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 per annum rate for provided in the foregoing proviso). The respective Issuing Bank shall give the respective Account Party and the Administrative Agent (if not the Issuing Bank under the respective Letter of Credit) prompt written notice of each day equal to the rate described in Section 2.8(a); provided that, notwithstanding anything contained in this Agreement to the contrary, with respect to Drawing under any Letter of Credit, (i) unless the Borrower shall have notified the Administrative Agent and the Letter of Credit Issuer prior to 11:00 a.m. (New York City time) on the Required Reimbursement Date provided that the Borrower intends failure to reimburse the 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 the Lenders with Revolving Credit Commitments make Revolving Credit Loans (which shall be ABR Loans) on the Required Reimbursement Date in an amount equal to the amount of such drawing, and (ii) the Administrative Agent shall promptly notify each Letter of Credit Participant of such drawing and the amount of its Revolving Credit Loan to be made in respect thereof, and each Letter of Credit 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 Required Reimbursement Date by making the amount of such Revolving Credit Loan available to the Administrative Agent. Such Revolving Credit Loans made in respect of such Unpaid Drawing on such Required Reimbursement Date shall be made without regard to the Minimum Borrowing Amount and without regard to the satisfaction of the conditions set forth in Section 7. The Administrative Agent shall use the proceeds of such Revolving Credit Loans solely for the purpose of reimbursing the Letter of Credit Issuer for the related Unpaid Drawing. If and to the extent such Letter of Credit Participant shall not have so made its Revolving Credit Commitment Percentage of the amount of such payment available to the Administrative Agent for the account of the Letter of Credit Issuer, or that in the sole judgment of the Letter of Credit Issuer, such Revolving Credit Loan cannot for any reason be made on the date otherwise required above (including as a result of the commencement of a proceeding under any Debtor Relief Law in respect of the Borrower), each Letter of Credit Participant hereby agrees that its participation in such Unpaid Drawing shall remain outstanding in lieu of funding its portion of such Revolving Credit Loan and such Letter of Credit Participant agrees to pay to the Administrative Agent for the account of the Letter of Credit Issuer, forthwith on demand, such amount, together with interest thereon for each day from such date until the date such amount is paid to the Administrative Agent for the account of the Letter of Credit Issuer at a rate per annum equal to the Overnight Rate from time to time then in effect, plus any administrative, processing or similar fees customarily charged by the Letter of Credit Issuer in connection with the foregoing. The failure of any Letter of Credit Participant to make available to the Administrative Agent for the account of the Letter of Credit Issuer its Revolving Credit Commitment Percentage of any payment under any Letter of Credit shall not relieve any other Letter of Credit Participant of its obligation hereunder to make available to the Administrative Agent for the account of the Letter of Credit Issuer its Revolving Credit Commitment Percentage of any payment under such Letter of Credit on the date required, as specified above, but no Letter of Credit Participant shall be responsible for the failure of any other Letter of Credit Participant to make available to the Administrative Agent such other Letter of Credit Participant’s Revolving Credit Commitment Percentage of give any such paymentnotice shall in no way affect, impair or diminish the respective Account Party’s obligations hereunder. (b) The obligations of the Borrower each Account Party under this Section 3.4 2.05 to reimburse the Letter of Credit Issuer respective Issuing Bank with respect to Unpaid Drawings (including, in each case, interest thereon) shall be absolute and unconditional under any and all circumstances and irrespective of any set-offsetoff, counterclaim or defense to payment that which the Borrower or any other Person respective Account Party may have or have had against the Letter of Credit Issuer, the Administrative Agent or any Lender (including in its capacity as a issuer of the Letter of Credit or as Participant), including 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 such the Letter of Credit or any non-application nonapplication or misapplication by the beneficiary of the proceeds of such Drawing; provided that the Borrower respective Issuing Bank shall not be obligated to reimburse the Letter of Credit Issuer responsible for any wrongful payment made by damages (excluding consequential damages) to the Letter of Credit Issuer under the Letter of Credit issued by it as a result of acts respective Account Party for its gross negligence or omissions constituting willful misconduct or gross negligence on the part of the Letter of Credit Issuer (as finally determined in the final, non-appealable judgment of by a court of competent jurisdiction) 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 hereby agrees to reimburse the Letter of Credit Issuer in Dollars with respect to any drawing under any Letter of CreditIssuing Bank, by making payment, whether with its own funds, with the proceeds of Revolving Credit Loans or any other source, payment to the Administrative Agent for the account of the Letter of Credit Issuer Issuing Bank, in Dollars and in immediately available fundsfunds at the Payment Office of the Administrative Agent, for any payment or disbursement made by the Letter of Credit Issuer Issuing Bank under any Letter of Credit issued by it for the account of the Borrower (with respect to each such amount amount, so paid under a Letter of Credit or disbursed until reimbursed, a “an "Unpaid Drawing” (i") within one Business Day of the date of such payment or disbursement, if the Letter of Credit Issuer provides notice to the Borrower of such payment or disbursement prior to 11:00 a.m. (New York City time) on such next succeeding Business Day after the date of such payment or disbursement or (ii) if such notice is received after such time, on the next Business Day following the date of receipt of such notice (such required date for reimbursement under clause (i) or (ii), as applicable (the “Required Reimbursement Date”)disbursement, with interest on the amount so paid or disbursed by the Issuing Bank, to the extent not reimbursed prior to 2:00 P.M. (New York time) on the date of such Letter of Credit Issuerpayment, from and including the date of such payment or disbursement paid to but excluding the Required Reimbursement Datedate reimbursement is made, at the per annum rate for each day equal to the 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 the Letter of Credit Issuer prior to 11:00 a.m. (New York City time) on the Required 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 Revolving Credit Loans, the Borrower shall be deemed to have given a Notice of Borrowing requesting that the Lenders with Revolving Credit Commitments make Revolving Credit Loans (which shall be ABR Loans) on the Required Reimbursement Date in an amount equal to the amount of such drawing, and (ii) the Administrative Agent shall promptly notify each Letter of Credit Participant of such drawing and the amount of its Revolving Credit Loan to be made in respect thereof, and each Letter of Credit 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 Required Reimbursement Date by making the amount of such Revolving Credit Loan available to the Administrative Agent. Such Revolving Credit Loans made in respect of such Unpaid Drawing on such Required Reimbursement Date shall be made without regard to the Minimum Borrowing Amount and without regard to the satisfaction of the conditions set forth in Section 7. The Administrative Agent shall use the proceeds of such Revolving Credit Loans solely for the purpose of reimbursing the Letter of Credit Issuer for the related Unpaid Drawing. If and to the extent such Letter of Credit Participant shall not have so made its Revolving Credit Commitment Percentage of the amount of such payment available to the Administrative Agent for the account of the Letter of Credit Issuer, or that in the sole judgment of the Letter of Credit Issuer, such Revolving Credit Loan cannot for any reason be made on the date otherwise required above (including as a result of the commencement of a proceeding under any Debtor Relief Law in respect of the Borrower), each Letter of Credit Participant hereby agrees that its participation in such Unpaid Drawing shall remain outstanding in lieu of funding its portion of such Revolving Credit Loan and such Letter of Credit Participant agrees to pay to the Administrative Agent for the account of the Letter of Credit Issuer, forthwith on demand, such amount, together with interest thereon for each day from such date until the date such amount is paid to the Administrative Agent for the account of the Letter of Credit Issuer at a rate per annum equal to which shall be the Overnight Applicable Margin for Revolving Loans which are maintained as Base Rate Loans plus the Base Rate in effect from time to time then in effecttime, plus any administrative, processing or similar fees customarily charged 2% if not reimbursed by 2:00 P.M. (New York time) on the second Business Day following receipt by the Letter Borrower of Credit Issuer in connection with the foregoingnotice of any such payment or disbursement), such interest to be payable on demand. The failure of any Letter of Credit Participant to make available to Issuing Bank shall notify the Borrower and the Administrative Agent for the account of the Letter of Credit Issuer its Revolving Credit Commitment Percentage of any payment under any a Letter of Credit shall not relieve any other Letter of Credit Participant of its obligation hereunder to make available to issued by the Administrative Agent for the account of the Letter of Credit Issuer its Revolving Credit Commitment Percentage of any payment under Issuing Bank as soon as practical after such Letter of Credit on the date requiredpayment, as specified above, but no Letter of Credit Participant shall be responsible for PROVIDED that the failure of any other Letter of Credit Participant to make available to the Administrative Agent such other Letter of Credit Participant’s Revolving Credit Commitment Percentage of give any such paymentnotice 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 3.4 2.04 to reimburse the Letter of Credit Issuer Issuing Bank with respect to Unpaid Drawings (including, in each case, interest thereon) shall be absolute and unconditional under any and all circumstances and irrespective of any set-offsetoff, counterclaim or defense to payment that which the Borrower or any other Person may have or have had against any Participant, the Letter of Credit IssuerIssuing Bank, the Administrative Agent Agent, any Bank, or any Lender (including in its capacity as a Letter of Credit Participant)other Person, including including, without limitation, any defense based upon the failure of any drawing payment under a Letter of Credit (each, each a “"Drawing”") to conform to the terms of such the Letter of Credit or any non-application or misapplication by the beneficiary of the proceeds of such Drawing; provided provided, HOWEVER, that the Borrower shall not be obligated to reimburse the Letter of Credit Issuer Issuing Bank for any wrongful payment made by the Issuing Bank under a Letter of Credit Issuer under the Letter of Credit issued by it as a result of acts or omissions constituting willful misconduct or gross negligence on the part of the Issuing Bank. (c) As between the Borrower and the Issuing Bank, absent willful misconduct or gross negligence on the part of the Issuing Bank, the Borrower assumes all risks of the acts and omissions of, or misuse of the Letters of Credit by, the respective beneficiaries or transferees of such Letters of Credit. Further, and not in limitation of the foregoing, absent gross negligence or willful misconduct on its part, the Issuing Bank shall not be responsible for the following: (i) the form, validity, sufficiency, accuracy, genuineness or legal effect of any documents submitted by any party in connection with the application for and issuance of or any drawing under such Letters of Credit, even if it should in fact prove to be in any and all respects invalid, insufficient, inaccurate, fraudulent or forged; (ii) the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign any such Letter of Credit Issuer as determined or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason; (iii) errors, omissions, interruptions or delays in the finaltransmission or delivery of any messages by mail, non-appealable judgment cable, telegraph, telecopier, telex or otherwise, whether or not they be in cipher; (iv) errors in interpretation of technical terms; (v) any loss or delay in the transmission or otherwise of any document required in order to make a court drawing under any such Letter of competent jurisdictionCredit or the proceeds thereof; (vi) the misapplication by the beneficiary of any such Letter of Credit or the proceeds of any drawing of any such Letter of Credit; and (vii) any consequences arising from causes beyond the control of the Issuing Bank, including, without limitation, any acts of governments.

Agreement to Repay Letter of Credit Drawings. (a) The Borrower hereby agrees to reimburse the Letter of Credit Issuer in Dollars with respect to any drawing under any Letter of Crediteach Issuing Lender, by making payment, whether with its own funds, with the proceeds of Revolving Credit Loans or any other source, payment to the Administrative Agent for the account of the Letter of Credit Issuer in immediately available fundsfunds at the Payment Office, for any payment or disbursement made by the Letter of Credit Issuer such Issuing Lender under any Letter of Credit issued by it (with respect to each such amount amount, so paid under a Letter of Credit until reimbursed, a an “Unpaid Drawing” (i) within one Business Day of ”), on the date of such payment or disbursement, if the Letter of Credit Issuer provides notice to the Borrower of such payment or disbursement prior to 11:00 a.m. (New York City time) on such next succeeding Business Day after the date of such payment or disbursement or (ii) if such notice is received after such time, on the next Business Day following the date of receipt of such notice (such required date for reimbursement under clause (i) or (ii), as applicable (the “Required Reimbursement Date”), with interest on the amount so paid or disbursed by such Letter Issuing Lender, to the extent not reimbursed prior to 12:00 Noon (New York time) on the date of Credit Issuersuch payment or disbursement, from and including the date of such payment paid or disbursement disbursed to but excluding the Required Reimbursement Date, at the per annum rate for each day equal to the 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 date such Issuing Lender was reimbursed by the Borrower shall have notified the Administrative Agent and the Letter of Credit Issuer prior to 11:00 a.m. (New York City time) on the Required 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 Revolving Credit Loans, the Borrower shall be deemed to have given a Notice of Borrowing requesting that the Lenders with Revolving Credit Commitments make Revolving Credit Loans (which shall be ABR Loans) on the Required Reimbursement Date in an amount equal to the amount of such drawing, and (ii) the Administrative Agent shall promptly notify each Letter of Credit Participant of such drawing and the amount of its Revolving Credit Loan to be made in respect thereof, and each Letter of Credit 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 Required Reimbursement Date by making the amount of such Revolving Credit Loan available to the Administrative Agent. Such Revolving Credit Loans made in respect of such Unpaid Drawing on such Required Reimbursement Date shall be made without regard to the Minimum Borrowing Amount and without regard to the satisfaction of the conditions set forth in Section 7. The Administrative Agent shall use the proceeds of such Revolving Credit Loans solely for the purpose of reimbursing the Letter of Credit Issuer for the related Unpaid Drawing. If and to the extent such Letter of Credit Participant shall not have so made its Revolving Credit Commitment Percentage of the amount of such payment available to the Administrative Agent for the account of the Letter of Credit Issuer, or that in the sole judgment of the Letter of Credit Issuer, such Revolving Credit Loan cannot for any reason be made on the date otherwise required above (including as a result of the commencement of a proceeding under any Debtor Relief Law in respect of the Borrower), each Letter of Credit Participant hereby agrees that its participation in such Unpaid Drawing shall remain outstanding in lieu of funding its portion of such Revolving Credit Loan and such Letter of Credit Participant agrees to pay to the Administrative Agent for the account of the Letter of Credit Issuer, forthwith on demand, such amount, together with interest thereon for each day from such date until the date such amount is paid to the Administrative Agent for the account of the Letter of Credit Issuer therefor at a rate per annum equal to the Overnight rate then applicable to Base Rate from time to time then in effect, Loans plus any administrative, processing or similar fees customarily charged by 2%. Each Issuing Lender shall give the Letter Borrower prompt written notice of Credit Issuer in connection with the foregoing. The failure of any Letter of Credit Participant to make available to the Administrative Agent for the account of the Letter of Credit Issuer its Revolving Credit Commitment Percentage of any payment each Drawing under any Letter of Credit shall not relieve any other Letter of Credit Participant of its obligation hereunder to make available to the Administrative Agent for the account of the Letter of Credit Issuer its Revolving Credit Commitment Percentage of any payment under such Letter of Credit on the date requiredissued by it, as specified above, but no Letter of Credit Participant shall be responsible for provided that the failure of any other Letter of Credit Participant to make available to the Administrative Agent such other Letter of Credit Participant’s Revolving Credit Commitment Percentage of give any such paymentnotice shall in no way affect, impair or diminish the Borrower’s obligations hereunder. (b) The obligations of the Borrower under this Section 3.4 2.04 to reimburse the Letter of Credit Issuer respective Issuing Lender with respect to Unpaid Drawings drawings on Letters of Credit (each, a “Drawing”) (including, in each case, interest thereon) shall be absolute and unconditional under any and all circumstances and irrespective of any set-offsetoff, counterclaim or defense to payment that which the Borrower or any other Person may have or have had against the Letter of Credit Issuer, the Administrative Agent or any Lender (including in its capacity as a Letter of Credit Issuing Lender or Participant or as Participant), including any defense based upon the failure of any drawing under a Letter of Credit (each, a “Drawing”) to conform to the terms of such Letter of Credit or any non-application or misapplication by the beneficiary of the proceeds of such Drawing; provided that , the respective Issuing Lender’s only obligation to the Borrower shall not being to confirm that any documents required to be obligated to reimburse the delivered under such Letter of Credit Issuer for appear to 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 wrongful payment made action taken or omitted to be taken by the any Issuing Lender under or in connection with any Letter of Credit Issuer under if taken or omitted in the Letter absence of Credit issued by it as a result of acts gross negligence or omissions constituting willful misconduct or gross negligence on the part of the Letter of Credit Issuer as determined in the final, non-appealable judgment of by a court of competent 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 the Letter of Credit Issuer by making payment in Dollars with respect to any drawing under any Letter of Credit, by making payment, whether with its own funds, with the proceeds of Revolving Credit Loans or any other source, to the Administrative Agent for the account of the Letter of Credit Issuer in immediately available funds, for any payment or disbursement made by the Letter of Credit Issuer under any Letter of Credit issued by it (with respect to each such amount so paid under a Letter of Credit until reimbursed, a an “Unpaid Drawing” ”) (i) within one Business Day of the date of such payment or disbursement, disbursement if the Letter of Credit Issuer provides notice to the Borrower of such payment or disbursement prior to 11:00 a.m. (New York City Central time) on such next succeeding Business Day after (from the date of such payment or disbursement disbursement) or (ii) if such notice is received after such time, on the next Business Day following the date of receipt of such notice (such required date for reimbursement under clause (i) or (ii), as applicable applicable, on such Business Day (the “Required Reimbursement Date”)), with interest on the amount so paid or disbursed by such Letter of Credit Issuer, from and including the date of such payment or disbursement to but excluding the Required Reimbursement Date, at the per annum rate for each day equal to the 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 the Letter of Credit Issuer prior to 11:00 a.m. (New York City Central time) on the Required 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 Revolving Credit Loans, the Borrower shall be deemed to have given a Notice of Borrowing requesting that the Lenders with Revolving Credit Commitments make Revolving Credit Loans (which shall be ABR Loans) on the Required Reimbursement Date in an amount equal to the amount of at such drawing, and (ii) the Administrative Agent shall promptly notify each Letter of Credit L/C Participant of such drawing and the amount of its Revolving Credit Loan to be made in respect thereof, and each Letter of Credit 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 Central time) on such Required Reimbursement Date by making the amount of such Revolving Credit Loan available to the Administrative Agent. Such Revolving Credit Loans made in respect of such Unpaid Drawing on such Required Reimbursement Date shall be made without regard to the Minimum Borrowing Amount limits of Section 2.2 and without regard to the satisfaction of the conditions set forth in Section 7. The Administrative Agent shall use the proceeds of such Revolving Credit Loans solely for the purpose of reimbursing the Letter of Credit Issuer for the related Unpaid Drawing. If 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 respect of such Letter of Credit following the L/C Maturity Date, second, to the extent such Letter of Credit Participant shall not have so made its Revolving Credit Commitment Percentage of the amount of expires or is returned undrawn while any such payment available cash collateral remains, to the Administrative Agent for the account repayment of the Letter of Credit Issuer, or that in the sole judgment of the Letter of Credit Issuer, such Revolving Credit Loan cannot for any reason be made on the date otherwise required above (including as a result of the commencement of a proceeding under any Debtor Relief Law 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 affect the Borrower), each Letter of Credit Participant hereby agrees that its participation ’s obligation to repay all outstanding Loans when due in such Unpaid Drawing shall remain outstanding in lieu of funding its portion of such Revolving Credit Loan and such Letter of Credit Participant agrees to pay to the Administrative Agent for the account of the Letter of Credit Issuer, forthwith on demand, such amount, together with interest thereon for each day from such date until the date such amount is paid to the Administrative Agent for the account of the Letter of Credit Issuer at a rate per annum equal to the Overnight Rate from time to time then in effect, plus any administrative, processing or similar fees customarily charged by the Letter of Credit Issuer in connection accordance with the foregoing. The failure terms of any Letter of Credit Participant to make available to the Administrative Agent for the account of the Letter of Credit Issuer its Revolving Credit Commitment Percentage of any payment under any Letter of Credit shall not relieve any other Letter of Credit Participant of its obligation hereunder to make available to the Administrative Agent for the account of the Letter of Credit Issuer its Revolving Credit Commitment Percentage of any payment under such Letter of Credit on the date required, as specified above, but no Letter of Credit Participant shall be responsible for the failure of any other Letter of Credit Participant to make available to the Administrative Agent such other Letter of Credit Participant’s Revolving Credit Commitment Percentage of any such paymentthis Agreement. (b) The obligations of the Borrower under this Section 3.4 to reimburse the Letter of Credit Issuer with respect to Unpaid Drawings (including, in each case, interest thereon) shall be absolute and unconditional under any and all circumstances and irrespective of any set-off, counterclaim or defense to payment that the Borrower or any other Person may have or have had against the Letter of Credit Issuer, the Administrative Agent or any Lender (including in its capacity as a Letter of Credit an L/C Participant), including any defense based upon the failure of any drawing under a Letter of Credit (each, each a “Drawing”) to conform to the terms of such the Letter of Credit or any non-application or misapplication by the beneficiary of the proceeds of such Drawing; provided that the Borrower shall not be obligated to reimburse the Letter of Credit Issuer for any wrongful payment made by the Letter of Credit Issuer under the Letter of Credit issued by it as a result of acts or omissions constituting willful misconduct misconduct, bad faith or gross negligence on the part of the Letter of Credit Issuer (as determined in the final, a final and non-appealable judgment of by a court of competent jurisdiction).

Agreement to Repay Letter of Credit Drawings. (a) The Borrower hereby agrees to reimburse the applicable Letter of Credit Issuer in Dollars with respect to any drawing under any Letter of CreditIssuer, by making payment, whether with its own funds, with the proceeds of Revolving Credit Loans or any other source, payment in Dollars to the Administrative Agent for the account of the Letter of Credit Issuer in immediately available funds, for any payment or disbursement made by the such Letter of Credit Issuer under any Letter of Credit issued by it (with respect to each such amount so paid under a Letter of Credit until reimbursed, a an “Unpaid Drawing” ”) (i) within one two Business Day Days of the date of such payment or disbursement, if the such Letter of Credit Issuer provides notice to the Borrower of such payment or disbursement prior to 11:00 10:00 a.m. (New York City time) on such next succeeding Business Day after from the date of such payment or disbursement or (ii) if such notice is received after such time, on the next second Business Day following the date of receipt of such notice (such required date for reimbursement under clause (i) or (ii), as applicable (applicable, the “Required Reimbursement Date”), with interest on the amount so paid or #4812-2844-92899582-0297 disbursed by such Letter of Credit Issuer, from and including the date of such payment or disbursement to but excluding the Required Reimbursement Date, at the per annum rate for each day equal to the rate described in Section 2.8(a)Overnight Rate; provided that, notwithstanding anything contained in this Agreement to the contrary, with respect to (i) in the case of any Letter Unpaid Drawings under any Revolving Letters of Credit, (iA) unless the Borrower shall have notified the Administrative Agent and the relevant Letter of Credit Issuer prior to 11:00 10:00 a.m. (New York City time) on the Required 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 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 Required Reimbursement Date in an amount equal to the amount of such drawing, Unpaid Drawing and (iiB) the Administrative Agent shall promptly notify each Letter of Revolving Credit Participant Lender of such drawing and the amount of its Revolving Credit Loan to be made in respect thereofthereof (without regard to the Minimum Borrowing Amount), and each Letter of Credit 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 12:00 noon 2:00 p.m. (New York City time) on such Required Reimbursement Date by making the amount of such Revolving Credit Loan available to the Administrative Agent. Such Revolving Credit Loans made in respect of such Unpaid Drawing on such Required Reimbursement Date shall be made without regard to Agent and the Minimum Borrowing Amount and without regard to the satisfaction of the conditions set forth in Section 7. The Administrative Agent shall use the proceeds of such Revolving Credit Loans solely for the purpose of reimbursing the relevant Letter of Credit Issuer for the related Unpaid Drawing. If Drawing or (ii), in the case of any Unpaid Drawing under any Deposit Letter of Credit, unless the Borrower shall have notified the Administrative Agent and to the extent such relevant Letter of Credit Participant shall not have so made its Revolving Issuer prior to 10:00 a.m. (New York City time) on the Reimbursement Date that the Borrower intends to reimburse the relevant Letter of Credit Commitment Percentage of Issuer for the amount of such payment available drawing with its own funds, the Collateral Agent shall promptly cause the amounts on deposit in the Deposit L/C Loan Collateral AccountAccounts to be applied to repay in full the Administrative Agent for amount of such Unpaid Drawing., provided that after giving effect to such application the account of the Letter Deposit Letters of Credit Issuer, or that Outstanding with respect to Citibank Deposit Letters of Credit at such time would not exceed the aggregate amount on deposit in the sole judgment Citibank Deposit L/C Loan Collateral Account. For the avoidance of the Letter doubt, all Borrowings of Credit Issuer, such Revolving Credit Loan cannot for any reason Loans under this Section 3.4(a) shall be made on the date otherwise required above (including as by each Lender with a result of the commencement of a proceeding under any Debtor Relief Law in respect of the Borrower), each Letter of Credit Participant hereby agrees that its participation in such Unpaid Drawing shall remain outstanding in lieu of funding its portion of such Revolving Credit Loan and such Letter of Credit Participant agrees to pay to the Administrative Agent for the account of the Letter of Credit Issuer, forthwith on demand, such amount, together with interest thereon for each day from such date until the date such amount is paid to the Administrative Agent for the account of the Letter of Credit Issuer at a rate per annum equal to the Overnight Rate from time to time then in effect, plus any administrative, processing or similar fees customarily charged by the Letter of Credit Issuer in connection with the foregoing. The failure of any Letter of Credit Participant to make available to the Administrative Agent for the account of the Letter of Credit Issuer its Revolving Credit Commitment Percentage of any payment under any Letter of Credit shall not relieve any other Letter of Credit Participant of its obligation hereunder to make available to the Administrative Agent for the account of the Letter of Credit Issuer its Revolving Credit Commitment Percentage of any payment under pro rata based on each such Letter of Credit on the date required, as specified above, but no Letter of Credit Participant shall be responsible for the failure of any other Letter of Credit Participant to make available to the Administrative Agent such other Letter of Credit ParticipantLender’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 Revolving Credit TerminationL/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 respect of such Revolving Letter of Credit following the Revolving L/C Maturity Date, second, to the extent such Revolving Letter of Credit expires or is returned undrawn while any such cash collateral remains, to the repayment of obligations in respect of any Revolving Credit Loans that have not been paid at such paymenttime and third, to the Borrower or as otherwise directed by a court of competent jurisdiction. (b) The obligations of the Borrower under this Section 3.4 to reimburse the Letter of Credit Issuer Issuers with respect to Unpaid Drawings (including, in each case, interest thereon) shall be absolute and unconditional under any and all circumstances and irrespective of any set-off, counterclaim or defense to payment that the Borrower or any other Person may have or have had against the any Letter of Credit Issuer, the Administrative Agent or any Lender (including in its capacity as a Letter of Credit Revolving L/C Participant), including any defense based upon the failure of any drawing under a Letter of Credit (each, each a “Drawing”) to conform to the terms of such the Letter of Credit or any non-application or misapplication by the beneficiary of #4812-2844-92899582-0297 the proceeds of such Drawing; provided that the Borrower shall not be obligated to reimburse the any Letter of Credit Issuer for any wrongful payment made by the such Letter of Credit Issuer under the Letter of Credit issued by it as a result of acts or omissions constituting willful misconduct or gross negligence on the part of the such Letter of Credit Issuer as determined in the final, non-appealable judgment of a court of competent jurisdictionIssuer.