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 respective Issuing Lender, by making payment to the Administrative Agent in immediately available funds at the Payment Office, for any payment or disbursement made by it under any Letter of Credit (each such amount, so paid until reimbursed, an “Unpaid Drawing”), no later than three Business Days after the date on which the Issuing Lender gives notice to the Borrower of such payment or disbursement, with interest on the amount so paid or disbursed by such Issuing Lender, to the extent not reimbursed prior to 12:00 Noon (New York time) on the date of such payment or disbursement, from and including the date paid or disbursed to but excluding the date such Issuing Lender was reimbursed by the Borrower therefor at a rate per annum which shall be the Base Rate in effect from time to time plus the Applicable Margin for Revolving Loans maintained as Base Rate Loans; provided, however, to the extent such amounts are not reimbursed prior to 12:00 Noon (New York time) on the Business Day following notice 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 Borrower) at a rate per annum which shall be the Base Rate in effect from time to time plus the Applicable Margin for Revolving Loans maintained as Base Rate Loans plus 2%, in each such case, with interest to be payable on demand. The respective Issuing Lender shall give the Borrower prompt notice of each Drawing under any Letter of Credit, provided that the failure to give any such notice shall in no way affect, impair or diminish the Borrower’s obligations hereunder.

Agreement to Repay Letter of Credit Drawings. (a) The Borrower hereby agrees Borrowers jointly and severally agree to reimburse the respective each Issuing Lender, by making payment to the Administrative Agent in immediately available funds at the Payment Office, for any payment or disbursement made by it such Issuing Lender under any Letter of Credit issued by it (each such amountamount so paid, so paid until reimbursed, an “"Unpaid Drawing”"), no not later than three one Business Days after Day following receipt by the date on which the Issuing Lender gives Funds Administrator of notice to the Borrower of such payment or disbursementdisbursement (provided that no such notice shall be required to be given if an Event of Default under Section 9.1(e) shall have occurred and be continuing, in which case the Unpaid Drawing shall be due and payable immediately without presentment, demand, protest or notice of any kind (all of which are hereby waived by the Funds Administrator and each of the Borrowers, to the extent such waiver is permitted pursuant to applicable law)), with interest on the amount so paid or disbursed by such Issuing Lender, to the extent not reimbursed prior to 12:00 Noon (New York time) on the date of such payment or disbursement, from and including the date paid or disbursed to but excluding the date such Issuing Lender was reimbursed by the Borrower Borrowers therefor at a rate per annum which shall be equal to the Base Prime Lending Rate in effect from time to time plus the Applicable Margin for Revolving Loans maintained as Base Rate Loansone percent (1.00%); provided, howeverthat, to the extent such amounts are not reimbursed prior to 12:00 Noon (New York time) on the third Business Day following the receipt by the Funds Administrator of notice of such payment or disbursementdisbursement 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 such the applicable Issuing Lender (and until reimbursed by the BorrowerBorrowers) at a rate per annum which shall be equal to the Base Prime Lending Rate in effect from time to time plus the Applicable Margin for Revolving Loans maintained as Base Rate Loans plus 2three percent (3.0%, in each such case), with such interest to be payable on demand. The respective Each Issuing Lender shall give the Borrower Funds Administrator prompt written notice of each Drawing under any Letter of CreditCredit issued by it, provided that the failure to give any such notice shall in no way affect, impair or diminish the Borrower’s obligations hereunderof the Borrowers hereunder (except to the extent otherwise expressly provided herein).

Agreement to Repay Letter of Credit Drawings. (a) The Borrower hereby agrees to reimburse the respective Issuing Lendereach Letter of Credit Issuer, by making payment to the Administrative Agent in immediately available funds at the Payment Office, for any payment or disbursement dis- bursement made by it such Letter of Credit Issuer under any Letter of Credit issued by it (each such amount, amount so paid or disbursed until reimbursed, an “"Unpaid Drawing”)") immediately after, no later than three Business Days after and in any event on the date on which the Issuing Lender gives notice to the Borrower of such payment or disbursement, with interest on the amount so paid or disbursed by such Issuing LenderLetter of Credit Issuer, to the extent not reimbursed prior to 12:00 Noon 1:00 P.M. (New York time) on the date of such payment or disbursement, from and including the date paid or disbursed to but excluding not including the date such Issuing Lender was Letter of Credit Issuer is reimbursed by the Borrower therefor at a rate per annum which shall be the Base Rate in effect from time to time plus the Applicable Margin for Revolving Loans maintained as Base Rate Loans; provided, however, Loans as in effect from time to the extent such amounts are time (plus an additional 2% per annum if not reimbursed prior to 12:00 Noon (New York time) on by the third Business Day following notice after the date of such payment or disbursement), such interest also to be payable on demand; PROVIDED that it is understood and agreed, however, that the notices referred to above in this clause (a) shall thereafter accrue on not be required to be given if a Default or an Event of Default under such Section 10.05 shall have occurred and be continuing (in which case the amounts so paid Unpaid Drawings shall be due and payable immediately without presentment, demand, protest or disbursed notice of any kind (all of which are hereby waived by such Issuing Lender (each Credit Party) and until reimbursed by the Borrower) shall bear interest at a rate per annum which shall be the Base Rate in effect from time to time plus the Applicable Margin for Revolving Loans maintained as Base Rate Loans plus 2%, in each such case, with interest to be payable % on demandand after the third Business Day following the respective Drawing). The respective Issuing Lender Each Letter of Credit Issuer shall give provide the Borrower prompt notice of each Drawing any payment or disbursement made by it under any Letter of CreditCredit issued by it, provided that although the failure to give of, or delay in, giving any such notice shall in no way affect, impair not release or diminish the Borrower’s obligations hereunderof the Borrower under this Section 2.04(a) or under any other Section of this Agreement.

Agreement to Repay Letter of Credit Drawings. (a) The Borrower Borrowers hereby agrees agree to reimburse the respective Issuing Lendereach Letter of Credit Issuer, by making payment to the Administrative Agent in immediately available funds at the Payment Office, for any payment or disbursement made by it such Letter of Credit Issuer under any Letter of Credit issued by it (each such amount, amount so paid or disbursed until reimbursed, an “Unpaid Drawing”), ) no later than three Business Days after the date on which Administrative Agent notifies the Issuing Lender gives notice to the Borrower Borrowers of such payment or disbursement, with interest on the amount so paid or disbursed by such Issuing LenderLetter of Credit Issuer, to the extent not reimbursed prior to 12:00 Noon 2:00 P.M. (New York Philadelphia time) on the date of such payment or disbursement, from and including the date paid or disbursed to but excluding not including the date such Issuing Lender was Letter of Credit Issuer is reimbursed by the Borrower therefor at a rate per annum which shall be the Base Rate in effect from time to time plus the then Applicable Margin for Revolving Loans maintained as Base Rate Loans; providedLoans plus the Base Rate, however, each as in effect from time to the extent such amounts are time (plus an additional 2% per annum if not reimbursed prior to 12:00 Noon (New York time) on by the third Business Day following after the date the Borrowers are given notice of such payment or disbursement), such interest also to be payable on demand; provided that it is understood and agreed, however, that the notices referred to above in this clause (a) shall thereafter accrue on not be required to be given if a Default or an Event of Default under Section 11.5 shall have occurred and be continuing (in which case the amounts so paid Unpaid Drawings shall be due and payable immediately without presentment, demand, protest or disbursed notice of any kind (all of which are hereby waived by such Issuing Lender (each Credit Party) and until reimbursed by the Borrower) shall bear interest at a rate per annum which shall be (x) until the Base Rate in effect from time to time plus third Business Day following the respective Unpaid Drawing, the Applicable Margin for Revolving Loans maintained as Base Rate Loans plus the Base Rate, each as in effect from time to time, and (y) at all times on and after the third Business Day following the respective Drawing, the rate per annum specified in preceding clause (x) plus 2%, in each such case, with interest to be payable on demand). The respective Issuing Lender Each Letter of Credit Issuer shall give provide the Borrower Borrowers prompt notice of each Drawing any payment or disbursement made by it under any Letter of CreditCredit issued by it, provided that although the failure to give of, or delay in, giving any such notice shall in no way affect, impair not release or diminish the Borrower’s obligations hereunderof the Borrowers under this Section 3.4(a) or under any other Section of this Agreement.

Agreement to Repay Letter of Credit Drawings. (a) The (i) Subject to Section 2.05(b), the Borrower hereby agrees to reimburse the respective each Issuing Lender, by making payment to the Administrative Agent in immediately available funds at the Payment Office, Office for any payment or disbursement made by it such Issuing Lender under any Letter of Credit issued by it (each such amount, so paid until reimbursedreimbursed by the Borrower, an “"Unpaid Drawing”"), no not later than three one Business Days after the date on which the Issuing Lender gives notice to Day following receipt by the Borrower of notice of such payment or disbursementdisbursement (provided that no such notice 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 the Unpaid Drawing shall be due and payable immediately without presentment, demand, protest or notice of any kind (all of which are hereby waived by the Borrower)), with interest on the amount so paid or disbursed by such Issuing Lender, to the extent not reimbursed prior to 12:00 Noon (New York time) on the date of such payment or disbursement, from and including the date paid or disbursed to but excluding the date such Issuing Lender was reimbursed by the Borrower therefor at a rate per annum which shall be equal to (i) in the case of WC Unpaid Drawings, the Base Rate in effect from time to time plus the Applicable Margin as in effect from time to time for Revolving Loans that are maintained as Base Rate Loans, or (ii) in the case of CL Unpaid Drawings, the Base Rate in effect from time to time plus the remainder of (A) the Applicable CL Margin as in effect from time to time minus (B) 1.00%; provided, however, (x) to the extent such amounts are not reimbursed prior to 12:00 Noon (New York time) on the third Business Day following the receipt by the Borrower of notice of such payment or disbursementdisbursement or following 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 Lender (and until reimbursed by the Borrower) at a rate per annum which shall be equal to the Base Rate rate otherwise applicable to the respective Unpaid Drawing as provided in effect from time to time sub-clause (i) or (ii) above, as the case may be, plus the Applicable Margin for Revolving Loans maintained as Base Rate Loans plus (in either case) 2%, in each with such case, with interest to be payable on demand, and (y) from and after the time that the Borrower shall have notified the Administrative Agent and the respective Issuing Lender that the Borrower has elected to keep outstanding a CL Unpaid Drawing as provided in Section 2.05(b)(i), such CL Unpaid Drawing shall accrue interest as provided in Section 2.05(b)(ii). The respective Each Issuing Lender shall give the Borrower and the Administrative Agent prompt written notice of each Drawing under any Letter of CreditCredit issued by it, provided that the failure to give any such notice shall in no way affect, impair or diminish the Borrower’s 's obligations hereunder.

Agreement to Repay Letter of Credit Drawings. (a) The Borrower US -------------------------------------------- Borrowers hereby agrees jointly and severally agree to reimburse the respective Issuing Lendereach Letter of Credit Issuer, by making payment to the Administrative Agent in Dollars (or, in the case of any payment or disbursement made by such Letter of Credit Issuer in Euros, of the Dollar Equivalent of such payment or disbursement as determined by such Letter of Credit Issuer on the date of such payment or disbursement) and in immediately available funds at the applicable Payment Office, for any payment or disbursement made by it such Letter of Credit Issuer under any Letter of Credit issued by it (each such amount, amount so paid or disbursed until reimbursed, an “"Unpaid Drawing”)") immediately after, no later than three Business Days after and in any event on the date of (or, if not notified by the respective Letter of Credit Issuer prior to 1:00 P.M. (Local time) on which the Issuing Lender gives notice to date of such payment or disbursement, on the Borrower of Business Day following) such payment or disbursement, with interest on the amount so paid or disbursed by such Issuing LenderLetter of Credit Issuer, to the extent not reimbursed prior to 12:00 Noon 2:00 P.M. (New York Local time) on the date of such payment or disbursement, from and including the date paid or disbursed to but excluding not including the date such Issuing Lender was Letter of Credit Issuer is reimbursed by the Borrower therefor at a rate per annum which shall be the Applicable Margin for Dollar Revolving Loans maintained as Base Rate Loans plus ---- the Base Rate, each as in effect from time to time (plus the Applicable Margin for Revolving Loans maintained as Base Rate Loans; provided, however, to the extent such amounts are an additional 2% per annum if not reimbursed prior to 12:00 Noon (New York time) on by the third Business Day following notice after the date of such payment or disbursement), such interest also to be payable on demand; provided that it -------- is understood and agreed, however, that the notices referred to above in this clause (a) shall thereafter accrue on not be required to be given if a Default or an Event of Default under such Section 10.05 shall have occurred and be continuing, in which case the amounts so paid Unpaid Drawings shall be due and payable immediately without presentment, demand, protest or disbursed notice of any kind (all of which are hereby waived by such Issuing Lender (each Credit Party) and until reimbursed by the Borrower) shall bear interest at a rate per annum which shall be (x) until the Base Rate in effect from time to time plus third Business Day following the respective Drawing, the Applicable Margin for Dollar Revolving Loans maintained as Base Rate Loans plus the Base ---- Rate, each as in effect from time to time, and (y) at all times on and after the third Business Day following the respective Drawing, the rate per annum specified in preceding clause (x) plus 2%, in each such case, with interest to be payable on demand. The respective Issuing Lender Each Letter of Credit Issuer shall give ---- provide the Borrower US Borrowers prompt notice of each Drawing any payment or disbursement made by it under any Letter of CreditCredit issued by it, provided that although the failure to give of, or delay in, giving any such notice shall in no way affect, impair not release or diminish the Borrower’s obligations hereunderof the US Borrowers under this Section 2.04(a) or under any other Section of this Agreement.

Agreement to Repay Letter of Credit Drawings. (a) The Borrower -------------------------------------------- hereby agrees to reimburse the respective Issuing Lendereach Letter of Credit Issuer, by making payment to the Administrative Agent in immediately available funds at the Payment Office, for any payment or disbursement made by it such Letter of Credit Issuer under any Letter of Credit issued by it (each such amount, amount so paid or disbursed until reimbursed, an “"Unpaid Drawing”)") immediately after, no later than three Business Days after and in any event on the date on which the Issuing Lender gives notice to the Borrower of such payment or disbursement, with interest on the amount so paid or disbursed by such Issuing LenderLetter of Credit Issuer, to the extent not reimbursed prior to 12:00 Noon 1:00 P.M. (New York time) on the date of such payment or disbursement, from and including the date paid or disbursed to but excluding not including the date such Issuing Lender was Letter of Credit Issuer is reimbursed by the Borrower therefor at a rate per annum which shall be the Base Rate in effect from time to time plus the Applicable Margin for Revolving Loans maintained as Base Rate Loans; provided, however, Loans as in effect from time to the extent such amounts are time (plus an additional 2% per annum if not reimbursed prior to 12:00 Noon (New York time) on by the third Business Day following notice after the date of such payment or disbursement), such interest also to be payable on demand; provided, that it is -------- understood and agreed, however, that the notices referred to above in this clause (a) shall thereafter accrue on not be required to be given if a Default or an Event of Default under such Section 10.05 shall have occurred and be continuing (in which case the amounts so paid Unpaid Drawings shall be due and payable immediately without presentment, demand, protest or disbursed notice of any kind (all of which are hereby waived by such Issuing Lender (each Credit Party) and until reimbursed by the Borrower) shall bear interest at a rate per annum which shall be the Base Rate in effect from time to time plus the Applicable Margin for Revolving Loans maintained as Base Rate Loans plus 2%, in each such case, with interest to be payable % on demandand after the third Business Day following the respective Drawing). The respective Issuing Lender Each Letter of Credit Issuer shall give provide the Borrower prompt notice of each Drawing any payment or disbursement made by it under any Letter of CreditCredit issued by it, provided that although the failure to give of, or delay in, giving any such notice shall in no way affect, impair not release or diminish the Borrower’s obligations hereunderof the Borrower under this Section 2.04(a) or under any other Section of this Agreement.

Agreement to Repay Letter of Credit Drawings. (a) The Borrower -------------------------------------------- hereby agrees to reimburse the respective Issuing Lendereach Letter of Credit Issuer, by making payment to the Administrative Agent in immediately available funds at the Payment Office, for any payment or disbursement made by it such Letter of Credit Issuer under any Letter of Credit issued by it (each such amount, amount so paid or disbursed until reimbursed, an “"Unpaid Drawing”)") immediately after, no later than three Business Days after and in any event on the date on which the Issuing Lender gives notice to the Borrower of such payment or disbursement, with interest on the amount so paid or disbursed by such Issuing LenderLetter of Credit Issuer, to the extent not reimbursed prior to 12:00 Noon 1:00 P.M. (New York time) on the date of such payment or disbursement, from and including the date paid or disbursed to but excluding not including the date such Issuing Lender was Letter of Credit Issuer is reimbursed by the Borrower therefor at a rate per annum which shall be the Base Rate in effect from time to time plus the Applicable Margin for Revolving Loans maintained as Base Rate Loans; provided, however, Loans as in effect from time to the extent such amounts are time (plus an additional 2% per annum if not reimbursed prior to 12:00 Noon (New York time) on by the third Business Day following notice after the date of such payment or disbursement), such interest also to be payable on demand; provided, that it is understood and agreed, however, that the -------- notices referred to above in this clause (a) shall thereafter accrue on not be required to be given if a Default or an Event of Default under such Section 10.05 shall have occurred and be continuing (in which case the amounts so paid Unpaid Drawings shall be due and payable immediately without presentment, demand, protest or disbursed notice of any kind (all of which are hereby waived by such Issuing Lender (each Credit Party) and until reimbursed by the Borrower) shall bear interest at a rate per annum which shall be the Base Rate in effect from time to time plus the Applicable Margin for Revolving Loans maintained as Base Rate Loans plus 2%, in each such case, with interest to be payable % on demandand after the third Business Day following the respective Drawing). The respective Issuing Lender Each Letter of Credit Issuer shall give provide the Borrower prompt notice of each Drawing any payment or disbursement made by it under any Letter of CreditCredit issued by it, provided that although the failure to give of, or delay in, giving any such notice shall in no way affect, impair not release or diminish the Borrower’s obligations hereunderof the Borrower under this Section 2.04(a) or under any other Section of this Agreement.

Agreement to Repay Letter of Credit Drawings. (a) The Borrower -------------------------------------------- hereby agrees to reimburse the respective Issuing LenderLetter of Credit Issuer, by making payment to the Administrative Agent in U.S. Dollars and in immediately available funds at the Payment Office, for any payment or disbursement made by it such Letter of Credit Issuer under any Letter of Credit issued by it (each such amount, amount so paid or disbursed until reimbursed, an “"Unpaid Drawing”)") immediately after, no later than three Business Days after and in any event on the date on which the Issuing Lender gives notice to the Borrower of such payment or disbursement, with interest on the amount so paid or disbursed by such Issuing LenderLetter of Credit Issuer, to the extent not reimbursed prior to 12:00 Noon 2:00 P.M. (New York time) on the date of such payment or disbursement, from and including the date paid or disbursed to but excluding not including the date such Issuing Lender was Letter of Credit Issuer is reimbursed by the Borrower therefor at a rate per annum which shall be the Base Rate in effect from time to time plus the Applicable Margin for Revolving Loans maintained as Base Rate Loans; provided, however, to the extent such amounts are not reimbursed prior to 12:00 Noon (New York time) on the Business Day following notice 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 Borrower) at a rate per annum which shall be the Base Rate in effect from time to time plus the Applicable Margin for Revolving Loans maintained as Base Rate Loans as in effect from time to time (plus an additional 2%% per annum if not reimbursed by the third Business Day after the date of such payment or disbursement), in each such case, with interest also to be payable on demand. The respective Issuing Lender Each Letter of Credit Issuer shall give provide the Borrower prompt notice of each Drawing any payment or disbursement made by it under any Letter of CreditCredit issued by it; provided, provided that -------- (i) the notices referred to above shall not be required to be given if a Default or an Event of Default under such 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 the Borrower) and (ii) the failure to give of, or delay in, giving any such notice shall in no way affect, impair not release or diminish the Borrower’s obligations hereunderof the Borrower under this Section 2.04(a) or under any other Section of this Agreement.

Agreement to Repay Letter of Credit Drawings. (a) The Borrower hereby agrees to reimburse the respective each Issuing Lender, by making payment to the Administrative Agent in immediately available funds at the Payment Office, for any payment or disbursement made by it such Issuing Lender under any Letter of Credit issued by it (each such amount, so paid until reimbursed, an “Unpaid Drawing”), no not later than three the Business Days after the date on which the Issuing Lender gives notice to Day following receipt by the Borrower of notice of such payment or disbursementdisbursement (provided that no such notice shall be required to be given if a Default or an Event of Default under Section 11.05 shall have occurred and be continuing, in which case the Unpaid Drawing shall be due and payable immediately without presentment, demand, protest or notice of any kind (all of which are hereby waived by the Borrower)), with interest on the amount so paid or disbursed by such Issuing Lender, to the extent not reimbursed prior to 12:00 Noon (New York time) on the date of such payment or disbursement, from and including the date paid or disbursed to but excluding the date such Issuing Lender was reimbursed by the Borrower therefor at a rate per annum which shall be equal to the Base Eurodollar Rate (or, in effect from time to time the case of a drawing under a Letter of Credit denominated in a currency other than Dollars, the applicable Euro rate as determined by the Administrative Agent) for successive Interest Periods, each of a duration selected by the Administrative Agent plus the Applicable Margin for Revolving Loans maintained as Base Rate LoansMargin; provided, however, to the extent such amounts are not reimbursed prior to 12:00 Noon (New York time) on the Business Day following notice 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 Borrower) at a rate per annum which shall be the Base Rate in effect from time to time plus the Applicable Margin for Revolving Loans maintained as Base Rate Loans plus 2%, in each such case, with interest to be payable on demand. The respective Issuing Lender shall give the Borrower prompt notice of each Drawing under any Letter of Credit, provided that the failure to give any such notice shall in no way affect, impair or diminish the Borrower’s obligations hereunder.to

Agreement to Repay Letter of Credit Drawings. (a) The Borrower hereby agrees to reimburse the respective Issuing Lendereach Letter of Credit Issuer, by making payment to the Administrative Agent in immediately available funds at the Payment Office, for any payment or disbursement made by it such Letter of Credit issuer under any Letter of Credit issued by it (each such amount, amount so paid or disbursed until reimbursed, an “"Unpaid Drawing”), ") no later than three one Business Days after Day following the date on which the Issuing Lender gives notice to the Borrower of such payment or disbursement, with interest on the amount so paid or disbursed by such Issuing LenderLetter of Credit Issuer, to the extent not reimbursed prior to 12:00 Noon 1:00 P.M. (New York time) on the date of such payment or disbursement, from and including the date paid or disbursed to but excluding not including the date such Issuing Lender was Letter of Credit Issuer is reimbursed by the Borrower therefor at a rate per annum which shall be the Base Rate in effect from time to time plus the Applicable Base Rate Margin for Revolving Loans maintained as Base Rate Loans; provided, however, Loans as in effect from time to the extent such amounts are time (plus an additional 2% per annum if not reimbursed prior to 12:00 Noon (New York time) on by the third Business Day following notice after the date of such payment or disbursement), such interest also to be payable on demand; PROVIDED, that it is understood and agreed, however, that the notices referred to below in this clause (a) shall thereafter accrue on 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 amounts so paid Unpaid Drawings shall be due and payable immediately without presentment, demand, protest or disbursed notice of any kind (all of which are hereby waived by such Issuing Lender (each Credit Party) and until reimbursed by the Borrower) shall bear interest at a rate per annum which shall be the Base Rate in effect from time to time plus the Applicable Base Rate Margin for Revolving Loans maintained as Base Rate Loans plus 2%, in each such case, with interest to be payable % on demandand after the third Business Day following the respective Drawing). The respective Issuing Lender Each Letter of Credit Issuer shall give provide the Borrower prompt notice of each Drawing any payment or disbursement made by it under any Letter of CreditCredit issued by it, provided that although the failure to give of, or delay in, giving any such notice shall in no way affect, impair not release or diminish the Borrower’s obligations hereunderof the Borrower under this Section 2.04(a) or under any other Section of this Agreement.

Agreement to Repay Letter of Credit Drawings. (a) The Each Borrower for whose account a Letter of Credit is issued hereby agrees to reimburse the respective Issuing LenderBank, by making payment to the Administrative Agent in immediately available funds at the Payment OfficeOffice (or by making the payment directly to the Issuing Bank at such location as may otherwise have been agreed upon by the Company and the Issuing Bank), for any payment or disbursement dis- bursement made by it the Issuing Bank under any such Letter of Credit (each such amount, amount so paid until reimbursed, an “"Unpaid Drawing”"), no later than three Business Days after C/M 11752.0000 414856.1 immediately after, and in any event on the date on which the Issuing Lender gives notice to the Borrower of of, such payment or disbursement, with interest on the amount so paid or disbursed by such the Issuing LenderBank, to the extent not reimbursed prior to 12:00 Noon (New York time) on the date of such payment or disbursement, from and including the date paid or disbursed to but excluding the date such the Issuing Lender was Bank is reimbursed by the applicable Borrower therefor at a rate per annum which shall be the sum of the Applicable Margin plus the Base Rate in effect from time to time plus the Applicable Margin for Revolving Loans maintained as Base Rate Loans; time, provided, however, to the extent such amounts are not reimbursed prior to 12:00 Noon (New York time) on the third Business Day following notice to the Company by the Administrative Agent or the Issuing Bank of such payment or disbursement, interest shall thereafter accrue on the amounts so paid or disbursed by such the Issuing Lender Bank (and until reimbursed by the applicable Borrower) at a rate per annum which shall be the sum of the Applicable Margin plus the Base Rate in effect from time to time plus the Applicable Margin for Revolving Loans maintained as Base Rate Loans plus 2%, in each such case, with interest to be payable on demand, it being understood and agreed, however, that the notice referred to in the immediately preceding proviso shall not be required to be given if a Default or an Event of Default under Section 11.05 shall have occurred and be continuing (in which case the Unpaid Drawings shall bear interest at the rate provided in the foregoing proviso from the third Business Day following the respective payment or disbursement). The respective Issuing Lender Bank shall give the Borrower Company prompt notice of each Drawing under any Letter of Credit, provided that the failure to give any such notice shall in no way affect, impair or diminish the either Borrower’s 's obligations hereunder.

Agreement to Repay Letter of Credit Drawings. (a) The Borrower -------------------------------------------- hereby agrees to reimburse the respective Issuing Lender, by making payment in Dollars to the Administrative Agent at the Payment Office in immediately available funds at for the Payment Officeaccount of such Issuing Lender, for any payment or disbursement made by it such Issuing Lender under any Letter of Credit (each such amount, amount so paid until reimbursed, an “"Unpaid Drawing”"), no later than three within one Business Days after Day following the date on which the Issuing Lender gives Administrative Agent's notice to the Borrower of such payment or disbursementdisbursement (provided that any such notice shall be deemed to have been given on a certain day only if given before 10:00 A.M. (New York time) on such day), with interest on the amount so paid or disbursed by such Issuing Lender, to the extent not reimbursed prior to 12:00 Noon (New York time) on the date of such payment or disbursement, from and including the date paid or disbursed to but excluding the date such Issuing Lender was reimbursed by the Borrower therefor at a rate per annum which shall be the Base Rate in effect from time to time plus the Applicable Margin for Revolving Loans maintained as Base Rate Loans; Margin, provided, however, to the extent such amounts are not -------- ------- reimbursed prior to 12:00 Noon (New York time) on the second Business Day following notice by the Issuing Lender to the Borrower 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 Borrower) at a rate per annum which shall be the Base Rate in effect from time to time plus the Applicable Margin for Revolving Loans maintained as Base Rate Loans plus 2%, in each such case, with interest to be payable by the Borrower on demand. The respective Issuing Lender shall give the Borrower prompt notice of each Drawing under any Letter of Credit, provided that the failure to give any such notice shall in no way affect, impair or diminish the Borrower’s obligations hereunder.

Agreement to Repay Letter of Credit Drawings. (a) The Borrower hereby agrees to reimburse the respective Issuing Lendereach Letter of Credit Issuer, by making payment to the Administrative Agent in U.S. Dollars or Euros, as the case may be, and in immediately available funds at the Payment Office, for any payment or disbursement made by it such Letter of Credit Issuer under any Letter of Credit issued by it (each such amount, amount so paid or disbursed until reimbursed, an “Unpaid Drawing”), no later than three "UNPAID DRAWING") on or prior to the third Business Days after Day following the date on which the Issuing Lender gives notice to the Borrower of such payment or disbursement, with interest on the amount so paid or disbursed by such Issuing LenderLetter of Credit Issuer, to the extent not reimbursed prior to 12:00 Noon 2:00 P.M. (New York time) on the date of such payment or disbursement, from and including the date paid or disbursed to but excluding not including the date such Issuing Lender was Letter of Credit Issuer is reimbursed by the Borrower therefor at a rate per annum which shall be the Base Rate in effect from time to time plus the then Applicable Margin for Revolving Loans maintained as Base Rate Loans; providedLoans plus the Base Rate, however, each as in effect from time to the extent such amounts are time (plus an additional 2% per annum if not reimbursed prior to 12:00 Noon (New York time) on by the third Business Day following after the date of the receipt by the Borrower from such Letter of Credit Issuer of notice of such payment or disbursement), such interest also to be payable on demand; provided, that it is understood and agreed, however, that the notices referred to above in this clause (a) shall thereafter accrue on not be required to be given if a Default or an Event of Default under such Section 10.05 shall have occurred and be continuing, in which case the amounts so paid Unpaid Drawings shall be due and payable immediately without presentment, demand, protest or disbursed by such Issuing Lender notice of any kind (and until reimbursed all of which are hereby waived by the Borrower) and shall bear interest at a rate per annum which shall be (x) until the Base Rate in effect from time to time plus third Business Day following the respective drawing, the Applicable Margin for Revolving Loans maintained as Base Rate Loans plus the Base Rate, each as in effect from time to time, and (y) at all times on and after the third Business Day following the respective drawing, the rate per annum specified in preceding clause (x) plus 2%, in each such case, with interest to be payable on demand. The respective Issuing Lender Each Letter of Credit Issuer shall give provide the Borrower prompt notice of each Drawing any payment or disbursement made by it under any Letter of CreditCredit issued by it, provided that although the failure to give of, or delay in, giving any such notice shall in no way affect, impair not release or diminish the Borrower’s obligations hereunderof the Borrower under this Section 2.04(a) or under any other Section of this Agreement.

Agreement to Repay Letter of Credit Drawings. (a) The Borrower Company hereby agrees to reimburse the respective Issuing LenderBank, by making payment to the Administrative Agent in immediately available funds at the Payment OfficeOffice (or by making the payment directly to the respective Issuing Bank at such location as may otherwise have been agreed upon by the Company and the respective Issuing Bank), for any payment or disbursement made by it such Issuing Bank under any Letter of Credit (each such amount, so paid until reimbursed, an “"Unpaid Drawing”"), no later than three Business Days after immediately after, and in any event on the date on which the Issuing Lender gives notice to the Borrower of of, such payment or disbursement, with interest on the amount so paid or disbursed by such Issuing LenderBank, to the extent not reimbursed prior to 12:00 Noon (New York time) on the date of such payment or disbursement, from and including the date paid or disbursed to but excluding the date such Issuing Lender Bank was reimbursed by the Borrower Company therefor at a rate per annum which shall be (x) unless a Company Bankruptcy Default exists on the date of the respective payment or disbursement, for the period from and including the date of the respective payment or disbursement until the earlier to occur of a Company Bankruptcy Default or the date of receipt by the Company from such Issuing Bank or the Administrative Agent of written or telephonic notice of such payment or disbursement, the Base Rate in effect from time to time and (y) from and including the date of the respective payment or disbursement if a Company Bankruptcy Default then exists or, if a Company Bankruptcy Default does not exist on the date of the respective payment or disbursement, from and including the earlier to occur of the date upon which a Company Bankruptcy Default subsequently occurs or the date of receipt by the Company from such Issuing Bank or the Administrative Agent of written or telephonic notice of such payment or disbursement to but excluding the date such Issuing Bank was reimbursed by the Company therefor, the Base Rate in effect from time to time plus the Applicable Margin for Revolving Loans maintained as Base Rate Loans; provided, however, to the extent such amounts are not reimbursed prior to 12:00 Noon (New York time) on the Business Day following notice 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 Borrower) at a rate per annum which shall be the Base Rate in effect from time to time plus the Applicable Margin for Revolving Loans maintained as Base Rate Loans plus 2-1/4%, in each case with such case, with interest to be payable on demand. The respective Issuing Lender shall give the Borrower prompt notice of each Drawing under any Letter of Credit, provided that the failure to give any such notice shall in no way affect, impair or diminish the Borrower’s obligations hereunder.

Agreement to Repay Letter of Credit Drawings. (a) The Borrower -------------------------------------------- hereby agrees to reimburse the respective Issuing Lendereach Letter of Credit Issuer, by making payment to the Administrative Agent in immediately available funds at the Payment Office, for any payment or disbursement made by it such Letter of Credit Issuer under any Letter of Credit issued by it (each such amount, amount so paid or disbursed until reimbursed, an “"Unpaid Drawing”)") immediately after, no later than three Business Days after and in any event on the date on which the Issuing Lender gives notice to the Borrower of such payment or disbursement, with interest on the amount so paid or disbursed by such Issuing LenderLetter of Credit Issuer, to the extent not reimbursed prior to 12:00 Noon 1:00 P.M. (New York time) on the date of such payment or disbursement, from and including the date paid or disbursed to but excluding not including the date such Issuing Lender was Letter of Credit Issuer is reimbursed by the Borrower therefor at a rate per annum which shall be the Base Rate in effect from time to time plus the then Applicable Margin for Revolving Loans maintained as Base Rate Loans; providedLoans plus the Base Rate, however, each as in effect from time to the extent such amounts are time (plus an additional 2% per annum if not reimbursed prior to 12:00 Noon (New York time) on by the third Business Day following notice after the date of such payment or disbursement), such interest also to be payable on demand; provided, that it -------- is understood and agreed, however, that the notices referred to above in this clause (a) shall thereafter accrue on not be required to be given if a Default or an Event of Default under such Section 10.05 shall have occurred and be continuing (in which case the amounts so paid Unpaid Drawings shall be due and payable immediately without presentment, demand, protest or disbursed notice of any kind (all of which are hereby waived by such Issuing Lender (each Credit Party) and until reimbursed by the Borrower) shall bear interest at a rate per annum which shall be (x) until the Base Rate in effect from time to time plus third Business Day following the respective Drawing, the Applicable Margin for Revolving Loans maintained as Base Rate Loans plus the Base Rate, each as in effect from time to time, and (y) at all times on and after the third Business Day following the respective Drawing, the rate per annum specified in preceding clause (x) plus 2%, in each such case, with interest to be payable on demand). The respective Issuing Lender Each Letter of Credit Issuer shall give provide the Borrower prompt notice of each Drawing any payment or disbursement made by it under any Letter of CreditCredit issued by it, provided that although the failure to give of, or delay in, giving any such notice shall in no way affect, impair not release or diminish the Borrower’s obligations hereunderof the Borrower under this Section 2.04(a) or under any other Section of this Agreement.

Agreement to Repay Letter of Credit Drawings. (a) The US Borrower hereby agrees to reimburse the respective each Issuing Lender, by making payment to the Administrative Agent in Dollars (or, in the case of any payment or disbursement made by such Issuing Lender in a currency other than Dollars, of the Dollar Equivalent of such payment or disbursement as determined by such Issuing Lender on the date of such payment or disbursement) and in immediately available funds at the Payment Office, for any payment or disbursement made by it such Issuing Lender under any Letter of Credit issued by it (each such amountamount (or the Dollar Equivalent thereof, as the case may be) so paid until reimbursed, an “"Unpaid Drawing”"), no not later than three one Business Days after Day following receipt by the date on which the Issuing Lender gives US Borrower of notice to the Borrower of such payment or disbursementdisbursement (provided that no such notice 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 the Unpaid Drawing shall be due and payable immediately without presentment, demand, protest or notice of any kind (all of which are hereby waived by the US Borrower)), with interest on the amount so paid or disbursed by such Issuing Lender, to the extent not reimbursed prior to 12:00 Noon (New York time) on the date of such payment or disbursement, from and including the date paid or disbursed to but excluding the date such Issuing Lender was reimbursed by the US Borrower therefor at a rate per annum which shall be the Base Rate in effect from time to time plus sum of the Applicable Margin for Revolving Loans that are maintained as Base Rate LoansLoans plus the Base Rate each as in effect from time to time; provided, however, to the extent such amounts are not reimbursed prior to 12:00 Noon (New York time) on the third Business Day following the receipt by the US Borrower of notice of such payment or disbursementdisbursement or following 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 Lender (and until reimbursed by the US Borrower) at a rate per annum which shall be the sum of the Applicable Margin for Revolving Loans that are maintained as Base Rate Loans plus the Base Rate each as in effect from time to time plus the Applicable Margin for Revolving Loans maintained as Base Rate Loans plus 2%, in each such case, with interest to be payable on demand. The respective Each Issuing Lender shall give the US Borrower prompt written notice of each Drawing under any Letter of CreditCredit issued by it, provided that the failure to give any such notice shall in no way affect, impair or diminish the US Borrower’s 's obligations hereunder.

Agreement to Repay Letter of Credit Drawings. (a) The Borrower -------------------------------------------- hereby agrees to reimburse the respective Issuing LenderBank, by making payment to the Administrative Agent for the account of such Issuing Bank in Dollars (or, in the case of any payment or disbursement made by such Issuing Bank in a currency other than Dollars, of the Dollar Equivalent of such payment or disbursement as determined by BTCo on the date of such payment or disbursement) and in immediately available funds at the Payment Office, for any payment or disbursement made by it under any Letter of Credit (each such amount, or the Dollar Equivalent thereof as determined by BTCo on the date of payment or disbursement, so paid until reimbursed, an “"Unpaid Drawing”"), no later than three Business Days after immediately after, and in any event on the date on which of, the Issuing Lender gives notice to the Borrower date of such payment or disbursement, with interest on the amount so paid or disbursed by such Issuing LenderBank, to the extent not reimbursed prior to 12:00 Noon (New York time) on the date of such payment or disbursement, from and including the date paid or disbursed to but excluding the date such Issuing Lender Bank was reimbursed by the Borrower therefor at a rate per annum which shall be the Base Rate in effect from time to time plus the Applicable Margin for Revolving Loans that are maintained as Base Rate Loans; provided, however, -------- ------- to the extent such amounts are not reimbursed prior to 12:00 Noon (New York time) on the third Business Day following notice of such payment or disbursement, interest shall thereafter accrue on the amounts so paid or disbursed by such Issuing Lender Bank (and until reimbursed by the Borrower) at a rate per annum which shall be the Base Rate in effect from time to time plus the Applicable Margin for Revolving Loans that are maintained as Base Rate Loans plus 2%, in each such case, with interest to be payable on demand. The respective Issuing Lender Bank shall give the Borrower prompt notice of each Drawing under any Letter of Credit; provided, provided that the failure to give any such notice shall in no way affect, -------- impair or diminish the Borrower’s 's obligations hereunder.

Agreement to Repay Letter of Credit Drawings. (a) The Borrower hereby agrees to reimburse the respective Issuing LenderBTCo, by making payment to the Administrative Agent BTCo in immediately available funds at the Payment Officeoffice, for any payment or disbursement made by it BTCo under or in respect of any Letter of Credit (each such amount, so paid until reimbursed, an “"Unpaid Drawing”"), no later than three Business Days after immediately after, and in any event on the date on which the Issuing Lender gives notice to the Borrower of of, such payment or disbursementdisbursement by BTCo, with interest on the amount so paid or disbursed by such Issuing LenderBTCo, to the extent not reimbursed prior to 12:00 Noon noon (New York time) on the date of such payment or disbursementdisbursement by BTCo, from and including the date paid or disbursed to but excluding the date such Issuing Lender BTCo was reimbursed by the Borrower therefor at a rate per annum which shall be the Base Rate in effect from time to time plus the Applicable Margin for Revolving Loans maintained as Base Rate Loans; providedMargin, howeverPROVIDED, HOWEVER, to the extent such amounts are not reimbursed prior to 12:00 Noon noon (New York time) on the third Business Day following notice of such payment or disbursement, interest shall thereafter accrue on the amounts so paid or disbursed by such Issuing Lender BTCo (and until reimbursed by the Borrower) at a rate per annum which shall be the Base Rate in effect from time to time plus the Applicable Margin for Revolving Loans maintained as Base Rate Loans plus 2%, in each such case, with interest to be payable on demand. The respective Issuing Lender BTCo shall give the Borrower prompt notice of each Drawing under any Letter of Credit, provided that the failure to give any such notice shall in no way affect, impair or diminish the Borrower’s 's obligations hereunder.

Agreement to Repay Letter of Credit Drawings. (a) The Each Borrower hereby agrees to reimburse the respective each Issuing Lender, by making payment to the Administrative Agent in Dollars and in immediately available funds at the Payment Office, for any payment or disbursement made by it such Issuing Lender under any Letter of Credit issued by it (each such amount, so paid until reimbursed, an “"Unpaid Drawing”"), no not later than three one Business Days after the date on which the Issuing Lender gives Day following receipt by such Borrower of notice to the Borrower of such payment or disbursementdisbursement (provided that no such notice 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 the Unpaid Drawing shall be due and payable immediately without presentment, demand, protest or notice of any kind (all of which are hereby waived by each Borrower)), with interest on the amount so paid or disbursed by such Issuing Lender, to the extent not reimbursed prior to 12:00 Noon (New York time) on the date of such payment or disbursement, from and including the date paid or disbursed to but excluding the date such Issuing Lender was reimbursed by the such Borrower therefor at a rate per annum which shall be the Base Rate in effect from time to time plus the Applicable Margin for Revolving Loans maintained as Base Rate LoansMargin; providedPROVIDED, howeverHOWEVER, to the extent such amounts are not reimbursed prior to 12:00 Noon (New York time) on the third Business Day following the receipt by such Borrower of notice of such payment or disbursementdisbursement or following 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 Lender (and until reimbursed by the such Borrower) at a rate per annum which shall be the Base Rate in effect from time to time plus the Applicable Margin for Revolving Loans maintained as Base Rate Loans Margin plus 2%, in each such case, with interest to be payable on demand. The respective Each Issuing Lender shall give the respective Borrower prompt written notice of each Drawing under any Letter of CreditCredit issued by it, provided PROVIDED that the failure to give any such notice shall in no way affect, impair or diminish the such Borrower’s 's obligations hereunder.

Agreement to Repay Letter of Credit Drawings. (a) The Borrower hereby agrees to reimburse the respective Issuing Lendereach Letter of Credit Issuer, by making payment to the Administrative Agent in immediately available funds at the Payment Office, for any payment or disbursement made by it such Letter of Credit Issuer under any Letter of Credit issued by it (each such amount, amount so paid or disbursed until reimbursed, an “"Unpaid Drawing”), ") no later than three one Business Days after Day following the date on which the Issuing Lender gives notice to the Borrower of such payment or disbursement, with interest on the amount so paid or disbursed by such Issuing LenderLetter of Credit Issuer, to the extent not reimbursed prior to 12:00 Noon 1:00 P.M. (New York time) on the date of such payment or disbursement, from and including the date paid or disbursed to but excluding not including the date such Issuing Lender was Letter of Credit Issuer is reimbursed by the Borrower therefor at a rate per annum which shall be the Base Rate plus the Applicable Base Rate Margin for Revolving Loans as in effect from time to time (plus the Applicable Margin for Revolving Loans maintained as Base Rate Loans; provided, however, to the extent such amounts are an additional 2% per annum if not reimbursed prior to 12:00 Noon (New York time) on by the third Business Day following notice after the date of such payment or disbursement), such interest also to be payable on demand; PROVIDED that it is understood and agreed, however, that the notices referred to below in this clause (a) shall thereafter accrue on 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 amounts so paid Unpaid Drawings shall be due and payable immediately without presentment, demand, protest or disbursed notice of any kind (all of which are hereby waived by such Issuing Lender (each Credit Party) and until reimbursed by the Borrower) shall bear interest at a rate per annum which shall be the Base Rate in effect from time to time plus the Applicable Base Rate Margin for Revolving Loans maintained as Base Rate Loans plus 2%, in each such case, with interest to be payable % on demandand after the third Business Day following the respective Drawing). The respective Issuing Lender Each Letter of Credit Issuer shall give provide the Borrower prompt notice of each Drawing any payment or disbursement made by it under any Letter of CreditCredit issued by it, provided that although the failure to give of, or delay in, giving any such notice shall in no way affect, impair not release or diminish the Borrower’s obligations hereunderof the Borrower under this Section 2.04(a) or under any other Section of this Agreement.

Agreement to Repay Letter of Credit Drawings. (a) The Borrower -------------------------------------------- hereby agrees to reimburse the respective Issuing LenderLetter of Credit Issuer, by making payment to the Administrative Agent in immediately available funds at the Payment Office, for any payment or disbursement made by it the Letter of Credit Issuer under any Letter of Credit (each such amount, amount so paid or dis bursed until reimbursed, an “"Unpaid Drawing”), ") promptly upon but no later than three two Business Days after the date on which the Issuing Lender gives notice to Letter of Credit Issuer notifies the Borrower of that such payment or disbursementdisbursement has occurred (provided that no such notice shall be required to be given if a Default or an Event of Default under Section 9.05 shall have occurred and be continuing, in which case the Unpaid Drawing shall be due and payable immediately without presentment, demand, protest or notice of any kind (all of which are hereby waived by the Borrower)), with interest on the amount so paid or disbursed by such Issuing Lenderthe Letter of Credit Issuer, to the extent not reimbursed prior to 12:00 Noon 1:00 P.M. (New York time) on the date of such payment pay ment or disbursement, from and including the date paid or disbursed to but excluding not including the date such Issuing Lender was the Letter of Credit Issuer is reimbursed by the Borrower therefor at a rate per annum which shall be the Applicable Base Rate Margin plus the Base Rate as in effect from time to time (plus the Applicable Margin for Revolving Loans maintained as Base Rate Loans; provided, however, to the extent such amounts are an additional 2% per annum if not reimbursed prior to 12:00 Noon (New York time) on by the third Business Day following after the date of such notice of such payment or disbursementdisbursement or following the occurrence of a Default or an Event of Default under Section 9.05), such interest shall thereafter accrue on the amounts so paid or disbursed by such Issuing Lender (and until reimbursed by the Borrower) at a rate per annum which shall be the Base Rate in effect from time to time plus the Applicable Margin for Revolving Loans maintained as Base Rate Loans plus 2%, in each such case, with interest also to be payable on demand. The respective Issuing Lender shall give the Borrower prompt notice of each Drawing under any Letter of Credit, provided that the failure to give any such notice shall in no way affect, impair or diminish the Borrower’s obligations hereunder.

Agreement to Repay Letter of Credit Drawings. (ai) The Borrower hereby agrees to reimburse the respective Issuing Lender, by making payment to the Administrative Agent in immediately available funds at the Payment Officefunds, for any payment or disbursement drawing (each, a "Drawing") made by it under any Letter of Credit (each such amount, so paid Drawing until reimbursed, an “"Unpaid Drawing”"), no later than three two (2) Business Days after the date on which the Issuing Lender gives notice to the Borrower of such payment or disbursementDrawing, with interest on the amount so paid or disbursed by of such Issuing LenderDrawing, to the extent not reimbursed prior to 12:00 Noon (New York Boston time) on the date of such payment or disbursementDrawing, from and including the date paid or disbursed of such Drawing to but excluding the date such Issuing Lender was reimbursed by the Borrower therefor at a rate per annum which shall be the Base Rate in effect from time to time plus the Applicable Margin for Revolving Loans maintained as Base Rate LoansPrime Rate; provided, however, to the extent such amounts are not reimbursed prior to 12:00 Noon (New York Boston time) on the seventh (7th) Business Day following notice of such payment or disbursementDrawing, interest shall thereafter accrue on the amounts so paid or disbursed by such Issuing Lender amount (and until reimbursed by the Borrower) at a rate per annum which shall be the Base Prime Rate in effect from time to time plus the Applicable Margin for Revolving Loans maintained as Base Rate Loans plus 24%, in each such case, with interest to be payable on demand. The respective Issuing Lender shall give the Borrower prompt written notice of each Drawing under any Letter of Credit, provided that the failure to give any such notice shall in no way affect, impair or diminish the Borrower’s 's obligations hereunder.

Agreement to Repay Letter of Credit Drawings. (a) The Borrower hereby agrees to reimburse the respective Issuing LenderBank, by making payment to the Administrative Agent in immediately available funds at the Payment Office, for any payment or disbursement made by it under any Letter of Credit (each such amount, so paid until reimbursed, an “"Unpaid Drawing”"), no later than three Business Days after the date on which the Issuing Lender gives notice to the Borrower of such payment or disbursement, with interest on the amount so paid or disbursed by such Issuing LenderBank, to the extent not reimbursed prior to 12:00 Noon (New York time) on the date of such payment or disbursement, from and including the date paid or disbursed to but excluding the date such Issuing Lender Bank was reimbursed by the Borrower therefor at a rate per annum which shall be the Base Rate in effect from time to time plus the Applicable Margin for Revolving Loans maintained as Base Rate Loans; provided, howeverPROVIDED, HOWEVER, to the extent such amounts are not reimbursed prior to 12:00 Noon (New York time) on the fifth Business Day following receipt of notice of such payment or disbursement, interest shall thereafter accrue on the amounts so paid or disbursed by such Issuing Lender Bank (and until reimbursed by the Borrower) at a rate per annum which shall be the Base Rate in effect from time to time plus the Applicable Margin for Revolving Loans maintained as Base Rate Loans plus 2%, in each such case, with interest to be payable on demand. The respective Issuing Lender Bank shall give the Borrower prompt notice of each Drawing under any Letter of Credit, provided PROVIDED that the failure to give any such notice shall in no way affect, impair or diminish the Borrower’s 's obligations hereunder.

Agreement to Repay Letter of Credit Drawings. (a) The Borrower hereby agrees to reimburse the respective Issuing LenderBank, by making payment to the Administrative Agent in immediately available funds at the Payment Office, for any payment or disbursement made by it such Issuing Bank under any Letter of Credit (each such amount, so paid until reimbursed, an “"Unpaid Drawing”"), no later than three by 1.00 P.M. (New York time) on the Business Days after Day immediately succeeding the date on which the Issuing Lender gives notice to the Borrower of such payment or disbursement, with interest on the amount so paid or disbursed by such Issuing LenderBank, to the extent not reimbursed prior to 12:00 Noon (New York time) on the date of such payment or disbursement, from and including the date paid or disbursed to but excluding the date such Issuing Lender Bank was reimbursed by the Borrower therefor at a rate per annum which shall be the Base Rate in effect from time to time plus the Applicable Margin for Revolving Loans maintained as Base Rate LoansLoans as in effect from time to time, such interest to be payable on demand; provided, however, to the extent such amounts are not reimbursed prior to 12:00 Noon (New York time) on the third Business Day following receipt of notice of such payment or disbursement, interest shall thereafter accrue on the amounts so paid or disbursed by such Issuing Lender Bank (and until reimbursed by the Borrower) at a rate per annum which shall be the Base Rate in effect from time to time plus the Applicable Margin for Revolving Loans maintained as Base Rate Loans as in effect from time to time plus 2%, in each such case, with interest to be payable on demand. The respective Issuing Lender Bank shall give the Borrower prompt notice of each Drawing under any Letter of CreditCredit issued by it, provided that the failure to give of, or delay in, giving any such notice shall in no way affect, impair or diminish the Borrower’s 's obligations hereunder.

Agreement to Repay Letter of Credit Drawings. (a) The Borrower hereby agrees to reimburse the respective Issuing Lender, Letter of Credit Issuer by making payment in Dollars to the Administrative Agent for the account of the Letter of Credit Issuer in immediately available funds at the Payment Officefunds, for any payment or disbursement made by it the Letter of Credit Issuer under any Letter of Credit issued by it (each such amount, amount so paid until reimbursed, an “Unpaid Drawing”), no later than three ) (i) within one Business Days after Day of the date on which the Issuing Lender gives notice to the Borrower of such payment or disbursementdisbursement if the Borrower receives notice from the Letter of Credit Issuer of such payment or disbursement prior to 11:00 a.m. (Dallas, Texas time) on such next succeeding Business Day (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, on such Business Day (the “Reimbursement Date”)), with interest on the amount so paid or disbursed by such Issuing Lenderthe Letter of Credit Issuer, to the extent not reimbursed prior to 12:00 Noon (New York time) on from and including the date of such payment or disbursement, from and including the date paid or disbursed disbursement to but excluding the date such Issuing Lender was reimbursed by Reimbursement Date, at the 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, (A) unless the Borrower therefor at shall have notified the Administrative Agent and the Letter of Credit Issuer prior to 11:00 a.m. (Dallas, Texas time) on the Reimbursement Date that the Borrower intends to reimburse the Letter of Credit Issuer for the amount of such drawing with funds other than the proceeds of Loans, the Borrower shall be deemed to have given a rate per annum Notice of Borrowing requesting that the Lenders make Loans (which shall be ABR Loans) on the Base Rate Reimbursement Date in effect an amount equal to the amount at such drawing, and (B) the Administrative Agent shall promptly notify each L/C Participant of such drawing and the amount of its Loan to be made in respect thereof, and each L/C Participant shall be irrevocably obligated to make a Loan to the Borrower in the manner deemed to have been requested in the amount of its Commitment Percentage of the applicable Unpaid Drawing by 12:00 noon (Dallas, Texas time) on such Reimbursement Date by making the amount of such Loan available to the Administrative Agent. Such Loans made in respect of such Unpaid Drawing on such Reimbursement Date shall be made without regard to the 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 Loans solely for purpose of reimbursing the Letter of Credit Issuer for the related Unpaid Drawing. In the event that the Borrower fails to Cash Collateralize any Letter of Credit that is outstanding on the Maturity Date, the full amount of the Letters of Credit Outstanding in respect of such Letter of Credit shall be deemed to be an Unpaid Drawing subject to the provisions of this Section 3.4 except that the Letter of Credit Issuer shall hold the proceeds received from time the Lenders as contemplated above as cash collateral for such Letter of Credit to time plus 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 Applicable Margin for Revolving Loans maintained as Base Rate Loans; providedL/C Maturity Date, howeversecond, to the extent such amounts are Letter of Credit expires or is returned undrawn while any such cash collateral remains, to the repayment of obligations in respect of any Loans that have not reimbursed prior paid at such time and third, to 12:00 Noon (New York time) on the Business Day following notice 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 Borrower) at a rate per annum which shall be the Base Rate in effect from time to time plus the Applicable Margin for Revolving Loans maintained as Base Rate Loans plus 2%, in each such case, with interest to be payable on demand. The respective Issuing Lender shall give the Borrower prompt notice or as otherwise directed by a court of each Drawing under any Letter of Credit, provided that the failure to give any such notice competent jurisdiction. Nothing in this Section 3.4(a) shall in no way affect, impair or diminish affect the Borrower’s obligations hereunderobligation to repay all outstanding Loans when due in accordance with the terms of this Agreement.

Agreement to Repay Letter of Credit Drawings. (a) The Borrower hereby agrees to reimburse the respective Issuing LenderBank, by making payment to the Administrative Agent in immediately available funds at the Payment Office, for any payment or disbursement made by it the Issuing Bank under any Letter of Credit (each such amount, so paid until reimbursed, an “"Unpaid Drawing”"), no not later than three one Business Days after the date on which the Issuing Lender gives notice to Day following receipt by the Borrower of notice of such payment or disbursementdisbursement (provided that no such notice 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 the Unpaid Drawing shall be due and payable immediately without presentment, demand, protest or notice of any kind (all of which are hereby waived by the Borrower)), with interest on the amount so paid or disbursed by such the Issuing LenderBank, to the extent not reimbursed prior to 12:00 Noon (New York time) on the date of such payment or disbursement, from and including the date paid or disbursed to but excluding the date such the Issuing Lender Bank was reimbursed by the Borrower therefor at a rate per annum which shall be the Base Rate in effect from time to time plus the Applicable Base Rate Margin for Revolving Loans maintained as Base Rate Loans; provided, however, to the extent such amounts are not reimbursed prior to 12:00 Noon (New York time) on the third Business Day following the receipt by the Borrower of notice of such payment or disbursementdisbursement or following 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 the Issuing Lender Bank (and until reimbursed by the Borrower) at a rate per annum which shall be the Base Rate in effect from time to time plus the Applicable Base Rate Margin for Revolving Loans maintained as Base Rate Loans plus 2%, in each such case, with interest to be payable on demand. The respective Issuing Lender Bank shall give the Borrower prompt written notice of each Drawing under any Letter of Credit, provided that the failure to give any such notice shall in no way affect, impair or diminish the Borrower’s 's obligations hereunder.

Agreement to Repay Letter of Credit Drawings. (a) The Borrower -------------------------------------------- hereby agrees to reimburse the respective Issuing Lendereach Letter of Credit Issuer, by making payment to the Administrative Agent in U.S. Dollars and in immediately available funds at the Payment Office, for any payment or disbursement made by it such Letter of Credit Issuer under any Letter of Credit issued by it (each such amount, amount so paid or disbursed until reimbursed, an “"Unpaid Drawing”") immediately after, and in any event on the date of (or, if not notified by the respective Letter of Credit Issuer prior to 1:00 P.M. (New York time) on the date of such payment or disbursement, on the Business Day following), no later than three Business Days after the date on which the Issuing Lender gives notice to the Borrower of such payment or disbursement, with interest on the amount so paid or disbursed by such Issuing LenderLetter of Credit Issuer, to the extent not reimbursed prior to 12:00 Noon 2:00 P.M. (New York time) on Schedule I the date of such payment or disbursement, on the Business Day following), such payment or disbursement, with interest on the amount so paid or disbursed by such Letter of Credit Issuer, to the extent not reimbursed prior to 2:00 P.M. (New York time) on the date of such payment or disbursement, from and including the date paid or disbursed to but excluding not including the date such Issuing Lender was Letter of Credit Issuer is reimbursed by the Borrower therefor at a rate per annum which shall be the Base Rate in effect from time to time plus the then Applicable Margin for Revolving Loans maintained as Base Rate Loans; providedLoans plus the ---- Base Rate, however, each as in effect from time to the extent such amounts are time (plus an additional 2% per annum if not reimbursed prior to 12:00 Noon (New York time) on by the third Business Day following notice after the date of such payment or disbursement), such interest also to be payable on demand; provided, that it is -------- understood and agreed, however, that the notices referred to above in this clause (a) shall thereafter accrue on not be required to be given if a Default or an Event of Default under such Section 10.05 shall have occurred and be continuing, in which case the amounts so paid Unpaid Drawings shall be due and payable immediately without presentment, demand, protest or disbursed notice of any kind (all of which are hereby waived by such Issuing Lender (each Credit Party) and until reimbursed by the Borrower) shall bear interest at a rate per annum which shall be (x) until the Base Rate in effect from time to time plus third Business Day following the respective Drawing, the Applicable Margin for Revolving Loans maintained as Base Rate Loans plus the Base Rate, each as in effect from time to time, and (y) at all times on and after the third Business Day following the respective Drawing, the rate per annum specified in preceding clause (x) plus 2%, in each such case, with interest to be payable on demand. The respective Issuing Lender Each Letter of Credit Issuer shall give provide the ---- Borrower prompt notice of each Drawing any payment or disbursement made by it under any Letter of CreditCredit issued by it, provided that although the failure to give of, or delay in, giving any such notice shall in no way affect, impair not release or diminish the Borrower’s obligations hereunderof the Borrower under this Section 2.04(a) or under any other Section of this Agreement.

Agreement to Repay Letter of Credit Drawings. (a) The US Borrower hereby agrees to reimburse the respective Issuing Lendereach Letter of Credit Issuer, by making payment to the Administrative Agent in immediately available funds at the Payment Office, for any payment or disbursement made by it such Letter of Credit Issuer under any Letter of Credit issued by it (each such amount, amount so paid or disbursed until reimbursed, an “"Unpaid Drawing”), ") no later than three one Business Days after Day following the date on which the Issuing Lender gives notice to the Borrower of such payment or disbursement, with interest on the amount so paid or disbursed by such Issuing LenderLetter of Credit Issuer, to the extent not reimbursed prior to 12:00 Noon 1:00 P.M. (New York time) on the date of such payment or disbursement, from and including the date paid or disbursed to but excluding not including the date such Issuing Lender was Letter of Credit Issuer is reimbursed by the Borrower therefor at a rate per annum which shall be the Base Rate plus the Applicable Base Rate Margin for Revolving Loans as in effect from time to time (plus the Applicable Margin for Revolving Loans maintained as Base Rate Loans; provided, however, to the extent such amounts are an additional 2% per annum if not reimbursed prior to 12:00 Noon (New York time) on by the third Business Day following notice after the date of such payment or disbursement), such interest also to be payable on demand; PROVIDED, that it is understood and agreed, however, that the notices referred to below in this clause (a) shall thereafter accrue on 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 amounts so paid Unpaid Drawings shall be due and payable immediately without presentment, demand, protest or disbursed notice of any kind (all of which are hereby waived by such Issuing Lender (each Credit Party) and until reimbursed by the Borrower) shall bear interest at a rate per annum which shall be the Base Rate in effect from time to time plus the Applicable Margin for Revolving Loans maintained as Base Rate Loans plus 2%, in each such case, with interest to be payable % on demandand after the third Business Day following the respective Drawing). The respective Issuing Lender Each Letter of Credit Issuer shall give provide the US Borrower prompt notice of each Drawing any payment or disbursement made by it under any Letter of CreditCredit issued by it, provided that although the failure to give of, or delay in, giving any such notice shall in no way affect, impair not release or diminish the Borrower’s obligations hereunderof the US Borrower under this Section 2.04(a) or under any other Section of this Agreement.

Agreement to Repay Letter of Credit Drawings. (a) The Borrower hereby agrees to reimburse the respective Issuing Lender, by making payment in Dollars (or in the case of Letters of Credit with Stated Amounts denominated in Euros, in Euros) to the Administrative Agent Lender in immediately available funds at the Payment Office, Office for any payment or disbursement made by it the Lender under any Letter of Credit issued by it (each such amount, amount so paid until reimbursed, an “"Unpaid Drawing”"), no not later than three the first Business Days Day after the date on which the Issuing Lender gives notice to notifies the Borrower of such payment or disbursement, with interest on the amount so paid or disbursed by such Issuing the Lender, to the extent not reimbursed prior to 12:00 Noon 2:00 P.M. (New York time) ), on the date of such payment or disbursement, from and including the date paid or disbursed to but excluding the date such Issuing the Lender was is reimbursed by the Borrower therefor at a rate per annum which shall be (x) the Base Eurodollar Rate for the Interest Period in effect from time to time plus the Applicable Margin for Revolving Loans maintained as Base Rate Loans; Margin, provided, however, to the extent such amounts are not reimbursed prior to 12:00 Noon 2:00 P.M. (New York time) on the first Business Day following notice to the Borrower by the Lender of such payment or disbursement, interest shall thereafter accrue on the amounts so paid or disbursed by such Issuing the Lender (and until reimbursed by the Borrower) Borrower at a rate per annum which shall be 2% in excess of the Base Rate in effect from time rate then applicable to time plus the Applicable Margin for Revolving Loans maintained as Base Rate Loans plus 2%, in each such case, with interest to be payable on demand. The respective Issuing Lender shall give the Borrower prompt notice of each Drawing under any Letter of Credit; provided further, provided that it is understood and agreed, however, that the failure notices referred to give 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 of the type set forth in 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 such notice kind (all of which are hereby waived by each Credit Party) and shall bear interest at the rate provided in no way affect, impair or diminish the Borrower’s obligations hereunderforegoing proviso on and after the first Business Day following the respective Drawing).

Agreement to Repay Letter of Credit Drawings. (a) The Borrower hereby agrees to reimburse the respective Issuing LenderBank, by making payment in U.S. dollars and in immediately available funds directly to the Administrative Agent in immediately available funds at its address specified pursuant to Article XIII for the Payment Officebenefit of such Issuing Bank, for any payment or disbursement made by it such Issuing Bank under any Letter of Credit issued by it (with each such amountamount so paid, so paid until reimbursed, an “"Unpaid Drawing”"), no not later than three the Business Days Day after the date on which the Administrative Agent or such Issuing Lender gives notice to the Bank notifies Borrower of such payment or disbursement, with interest on the amount so paid or disbursed by such Issuing LenderBank, to the extent not reimbursed prior to 12:00 Noon 2:00 P.M. (New York time) ), on the date of such payment or disbursement, from and including the date paid or disbursed to but excluding the date such Issuing Lender was Bank is reimbursed by the Borrower therefor at a rate per annum which shall be the Base Floating Rate in effect from time to time plus the Applicable Margin for Revolving Loans maintained as Base Rate Loans; time, 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 Borrower from the Administrative Agent or the respective Issuing Bank of such payment or disbursementdisbursement or upon the occurrence of a Default under Sections 7.6 or 7.7, interest shall thereafter accrue on the amounts so paid or disbursed by such Issuing Lender Bank (and until reimbursed by the Borrower) at a rate per annum which shall be the Base Floating Rate as in effect from time to time plus the Applicable Margin for Revolving Loans maintained as Base Rate Loans plus 2%300 basis points, 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) shall not be required to be given if a Default under Sections 7.6 or 7.7 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 Borrower) and shall bear interest at the rate provided in the foregoing proviso). The respective Issuing Lender Bank shall give Borrower and the Borrower Administrative Agent (if not the Issuing Bank under the respective Letter of Credit) prompt written notice of each Drawing under any Letter of Credit, provided that the failure to give any such notice shall in no way affect, impair or diminish the Borrower’s 's obligations hereunder.

Agreement to Repay Letter of Credit Drawings. (a) The Borrower hereby agrees to reimburse the respective Issuing LenderLetter of Credit Issuer, by making payment to the Administrative Agent in immediately available funds at the Payment OfficeOffice of the Agent, for any payment or disbursement made by it the Letter of Credit Issuer under any Letter of Credit (each such amount, so paid until reimbursed, an “"Unpaid Drawing”"), no later than three Business Days after immediately after, and in any event on the date on which the Issuing Lender gives notice to the Borrower of such payment or disbursement, with interest on the amount so paid or disbursed by such Issuing Lenderthe Letter of Credit Issuer, to the extent not reimbursed prior to 12:00 Noon (New York time) on the date of such payment or disbursement, from and including the date paid or disbursed to but excluding the date such Issuing Lender the Letter of Credit Issuer was reimbursed by the Borrower therefor at a rate per annum which shall be the Applicable Base Rate Margin plus the Base Rate as in effect from time to time plus the Applicable Margin for Revolving Loans maintained as Base Rate Loans; provided, however, to the extent such amounts are not reimbursed prior to 12:00 Noon (New York time) on the third Business Day following notice of such payment or disbursement, interest shall thereafter accrue on the amounts so paid or disbursed by such Issuing Lender the Letter of Credit Issuer (and until reimbursed by the Borrower) at a rate per annum which shall be the Applicable Base Rate Margin plus the Base Rate as in effect from time to time plus the Applicable Margin for Revolving Loans maintained as Base Rate Loans plus 2%, in each % and with such case, with interest to be payable on demand. The respective Issuing Lender Letter of Credit Issuer shall give the Borrower prompt notice of each Drawing under any Letter of Credit, provided that the failure to give any such notice shall in no way affect, impair or diminish the Borrower’s 's obligations hereunder.

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 is denominated in an Alternative Currency, in an amount equal to the Dollar Equivalent of the respective payment or disbursement, as determined by the Administrative Agent on the date of such payment or disbursement) to the Administrative Agent in immediately available funds at the Payment OfficeOffice (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 it such Issuing Lender under any Letter of Credit issued by it (each such amount, amount so paid until reimbursed, an “Unpaid Drawing”), no not later than three the third Business Days Day after the date on which Administrative Agent or the Issuing Lender gives notice to notifies the Borrower respective Account Party of such payment or disbursementdisbursement (provided that no such notice 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 Unpaid Drawings shall be due and payable immediately without presentment, demand, protest or notice of any kind (all of which are hereby waived by the respective Account Party)), with interest on the amount so paid or disbursed by such Issuing Lender, to the extent not reimbursed prior to 12:00 Noon 1:00 P.M. (New York time) on the date of such payment or disbursement, from and including the date paid or disbursed to but excluding the date such Issuing Lender was is reimbursed by the Borrower respective Account Party therefor at a rate per annum which shall be equal to the Base Rate in effect from time to time plus the Applicable Margin for Revolving Tranche B-1 Term Loans maintained as Base Rate Loans, as in effect from time to time; provided, however, to the extent such amounts are not reimbursed prior to 12:00 Noon 1:00 P.M. (New York time) on the third Business Day following the receipt by the Account Party of notice to the respective Account Party by the Administrative Agent or the respective Issuing Lender of such payment or disbursementdisbursement (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 Borrowerrespective Account Party) at a rate per annum which shall be is 2% in excess of the Base Rate in effect from time rate otherwise applicable to time plus the Applicable Margin for Revolving Loans maintained respective Unpaid Drawing as Base Rate Loans plus 2%, in each such caseprovided above, with all such interest payable pursuant to this Section 2A.05 to be payable on demand. The respective Issuing Lender shall give the Borrower respective Account Party prompt notice of each Drawing under any Letter of Credit, provided that the failure to give give, or any delay in giving, any such notice shall in no way affect, impair or diminish the Borrowerrespective Account Party’s obligations hereunderunder this Agreement. The obligations of the respective Account Party to repay Unpaid Drawings as required above shall not be reduced, or satisfied, in any respect by payments made to the Issuing Lender with any amounts on deposit in the Credit-Linked Deposit Account or as otherwise provided in Section 2A.04(c).

Agreement to Repay Letter of Credit Drawings. (a) (i) The Borrower hereby agrees to reimburse the respective each Issuing Lender, by making payment to the Administrative Agent (including, but not limited to, a payment made with the proceeds of a Revolving Loan) in immediately available funds at the Payment Office, for any payment or disbursement made by it such Issuing Lender under any Letter of Credit issued by it (each such amount, so paid until reimbursedreimbursed by the Borrower, an “"Unpaid Drawing”"), no not later than three one Business Days after the date on which the Issuing Lender gives notice to Day following receipt by the Borrower of notice of such payment or disbursementdisbursement (provided that no such notice 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 the Unpaid Drawing shall be due and payable immediately without presentment, demand, protest or notice of any kind (all of which are hereby waived by the Borrower)), with interest on the amount so paid or disbursed by such Issuing Lender, to the extent not reimbursed prior to 12:00 Noon (New York time) on the date of such payment or disbursement, from and including the date paid or disbursed to but excluding the date such Issuing Lender was reimbursed by the Borrower therefor at a rate per annum which shall be equal to (i) in the case of RL Unpaid Drawings, the Base Rate in effect from time to time plus the Applicable Margin as in effect from time to time for Revolving Loans that are maintained as Base Rate Loans, or (ii) in the case of the CL Unpaid Drawings, the Base Rate in effect from time to time plus the Applicable CL Margin then in effect less 1.00%; provided, however, to the extent such amounts are not reimbursed prior to 12:00 Noon (New York time) on the third Business Day following the receipt by the Borrower of notice of such payment or disbursementdisbursement or following 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 Lender (and until reimbursed by the Borrower) at a rate per annum which shall be equal to the Base Rate rate otherwise applicable to the respective Unpaid Drawing as provided in effect from time to time sub-clause (i) or (ii) above, as the case may be, plus the Applicable Margin for Revolving Loans maintained as Base Rate Loans plus (in either case) 2%, in each with such case, with interest to be payable on demand. The respective Each Issuing Lender shall give the Borrower and the Administrative Agent prompt written notice of each Drawing under any Letter of CreditCredit issued by it, provided that the failure to give any such notice shall in no way affect, impair or diminish the Borrower’s 's obligations hereunder.

Agreement to Repay Letter of Credit Drawings. (a) The Borrower hereby agrees to reimburse the respective each Issuing Lender, by making payment to the Administrative Agent in immediately available funds at the Payment Office, for any payment or disbursement made by it such Issuing Lender under any Letter of Credit issued by it (each such amount, so paid until reimbursed, an “Unpaid Drawing”), no not later than three one Business Days after the date on which the Issuing Lender gives notice to Day following receipt by the Borrower of notice of such payment or disbursementdisbursement (provided that, no such notice 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 the Unpaid Drawing shall be due and payable immediately without presentment, demand, protest or notice of any kind (all of which are hereby waived by the Borrower)), with interest on the amount so paid or disbursed by such Issuing Lender, to the extent not reimbursed prior to 12:00 Noon (New York time) on the date of such payment or disbursement, from and including the date paid or disbursed to but excluding the date such Issuing Lender was reimbursed by the Borrower therefor at a rate per annum which shall be equal to the Base Rate Rate, as in effect from time to time, plus the Applicable Margin as in effect from time to time plus the Applicable Margin for Revolving Loans maintained as Base Rate Loansminus 1%; provided, however, to the extent such amounts are not reimbursed prior to 12:00 Noon (New York time) on the third Business Day following the receipt by the Borrower of notice of such payment or disbursementdisbursement or following 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 Lender (and until reimbursed by the Borrower) at a rate per annum which shall be equal to the Base Rate in effect from time to time plus the Applicable Margin for Revolving Loans maintained as Base Rate Loans in effect from time to time plus 21%, in each with such case, with interest to be payable on demand. The respective Each Issuing Lender shall give the Borrower prompt written notice of each Drawing under any Letter of CreditCredit issued by it, provided that that, the failure to give any such notice shall in no way affect, impair or diminish the Borrower’s obligations hereunder.

Agreement to Repay Letter of Credit Drawings. (a) The U.S. -------------------------------------------- Borrower hereby agrees to reimburse the respective Issuing Lendereach Letter of Credit Issuer, by making payment to the Administrative Agent in U.S. Dollars and in immediately available funds at the Payment Office, for any payment or disbursement made by it such Letter of Credit Issuer under any Letter of Credit issued by it (each such amount, amount so paid or disbursed until reimbursed, an “"Unpaid Drawing”)") immediately after, no later than three Business Days after and in any event on the date on which the Issuing Lender gives notice to the Borrower of such payment or disbursement, with interest on the amount so paid or disbursed by such Issuing LenderLetter of Credit Issuer, to the extent not reimbursed prior to 12:00 Noon 2:00 P.M. (New York time) on the date of such payment or disbursement, from and including the date paid or disbursed to but excluding not including the date such Issuing Lender was Letter of Credit Issuer is reimbursed by the Borrower therefor at a rate per annum which shall be the Base Rate in effect from time to time plus the Applicable Margin for Revolving Loans maintained as Base Rate Loans; provided, however, to the extent such amounts are not reimbursed prior to 12:00 Noon (New York time) on the Business Day following notice 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 Borrower) at a rate per annum which shall be 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 (plus an additional 2%% per annum if not reimbursed by the third Business Day after the date of such payment or disbursement), in each such case, with interest also to be payable pay able on demand. The respective Issuing Lender Each Letter of Credit Issuer shall give provide the U.S. Borrower prompt notice of each Drawing any payment or disbursement made by it under any Letter of CreditCredit issued by it; provided, provided that -------- (i) the notices referred to above shall not be required to be given if a Default or an Event of Default under such 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 the U.S. Borrower) and (ii) the failure to give of, or delay in, giving any such notice shall in no way affect, impair not release or diminish the Borrower’s obligations hereunderof the U.S. Borrower under this Section 2.04(a) or under any other Section of this Agreement.

Agreement to Repay Letter of Credit Drawings. (a) The Borrower Company hereby agrees to reimburse the respective Issuing LenderAgent, by making payment to the Administrative Agent in immediately available funds at the Payment OfficeOffice of the Administrative Agent, for any payment or disbursement made by it the Issuing Agent under any Letter of Credit (each such amount, so paid until reimbursed, an “Unpaid Drawing”"UNPAID DRAWING"), no later than three Business Days after (i) on the date on which the Issuing Lender gives notice to the Borrower of such payment or disbursement, if the Issuing Agent provides notice to the Company by 12:00 Noon (New York time) that it has made a payment or disbursement of such amount with respect to a Letter of Credit or (ii) by 12:00 Noon (New York time) on the next Business Day, if the Issuing Agent provides notice to the Borrower after 12:00 Noon (New York time) that it has made a payment or disbursement of such amount with respect to a Letter of Credit, in each case together with interest on the amount so paid or disbursed by such the Issuing LenderAgent, to the extent not reimbursed prior to 12:00 Noon (New York time) on the date of such payment or disbursement, from and including the date paid or disbursed to but excluding the date such the Issuing Lender Agent was reimbursed by the Borrower Company therefor at a rate per annum which shall be the Base Rate in effect from time to time plus the Applicable Margin for Revolving Loans maintained as Base Rate Loanstime; providedPROVIDED, howeverHOWEVER, to the extent such amounts are not reimbursed prior to 12:00 Noon (New York time) on the third Business Day following notice of such payment or disbursement, interest shall thereafter accrue on the amounts so paid or disbursed by such the Issuing Lender Agent (and until reimbursed by the BorrowerCompany) at a rate per annum which shall be the Base Rate in effect from time to time plus the Applicable Margin for Revolving Loans maintained as Base Rate Loans plus 2%, in each % and with such case, with interest to be payable on demand. The respective Issuing Lender Agent shall give the Borrower Company prompt notice of each Drawing under any Letter of Credit, provided PROVIDED that the failure to give any such notice shall in no way affect, impair or diminish the Borrower’s Company's obligations hereunder.

Agreement to Repay Letter of Credit Drawings. (a) The Borrower hereby agrees to reimburse the respective Issuing Lendereach Letter of Credit Issuer, by making payment to the Administrative Agent in immediately available funds at the Payment Office, for any payment or disbursement made by it such Letter of Credit Issuer under any Letter of Credit issued by it for the account of Borrower (each such amount, amount so paid or disbursed until reimbursed, an “"Unpaid Drawing”), ") no later than three one Business Days after Day following the date on which the Issuing Lender gives notice to the Borrower of such payment or disbursement, with interest on the amount so paid or disbursed by such Issuing LenderLetter of Credit Issuer, to the extent not reimbursed prior to 12:00 Noon 1:00 P.M. (New York time) on the date the Letter of Credit Issuer provides notice to the Borrower of such payment or disbursement, from and including the date paid or disbursed to but excluding not including the date such Issuing Lender was Letter of Credit Issuer is reimbursed by the Borrower therefor at a rate per annum which shall be the Base Rate as in effect from time to time plus the Applicable Margin for Revolving Loans maintained as constituting Base Rate Loans; provided, however, Loans (plus an additional 2% per annum if not reimbursed by the third Business Day after the date the Letter of Credit Issuer provides notice to the extent such amounts are not reimbursed prior to 12:00 Noon (New York time) on the Business Day following notice Borrower of such payment or disbursement), such interest also to be payable on demand; provided however, that the notices referred to above in this clause (a) shall thereafter accrue on not be required to be given if a Default or an Event of Default under Section 9.05 shall have occurred and be continuing, in which case the amounts so paid Unpaid Drawings shall be due and payable promptly without presentment, demand, protest or disbursed notice of any kind (all of which are hereby waived by such Issuing Lender (each Credit Party) and until reimbursed by the Borrower) shall bear interest at a rate per annum which shall be the Base Rate as in effect from time to time plus the Applicable Margin for Revolving Loans maintained as Base Rate Loans plus 2%, in each such case, with interest to be payable % on demandand after the third Business Day following the date of any payment or disbursement. The respective Issuing Lender Each Letter of Credit Issuer shall give provide the Borrower prompt notice of each Drawing any payment or disbursement made by it under any Letter of CreditCredit issued by it, provided that although the failure to give of, or delay in, giving any such notice shall in no way affect, impair not release or diminish the Borrower’s obligations hereunderof the Borrower under this Section 2.03(a) or under any other Section of this Agreement.

Agreement to Repay Letter of Credit Drawings. (a) The Borrower hereby agrees to reimburse the respective Issuing Lendereach Letter of Credit Issuer, by making payment to the Administrative Agent in immediately available funds at the Payment Office, for any payment or disbursement made by it such Letter of Credit Issuer under any Letter of Credit issued by it (each such amount, amount so paid or disbursed until reimbursed, an “"Unpaid Drawing”), ") no later than three one Business Days after Day following the date on which the Issuing Lender gives notice to the Borrower of such payment or disbursement, with interest on the amount so paid or disbursed by such Issuing LenderLetter of Credit Issuer, to the extent not reimbursed prior to 12:00 Noon 1:00 P.M. (New York time) on the date of such payment or disbursement, from and including the date paid or disbursed to but excluding not including the date such Issuing Lender was Letter of Credit Issuer is reimbursed by the Borrower therefor at a rate per annum which shall be the Base Rate plus the Applicable Base Rate Margin for Revolving Loans as in effect from time to time (plus the Applicable Margin for Revolving Loans maintained as Base Rate Loans; provided, however, to the extent such amounts are an additional 2% per annum if not reimbursed prior to 12:00 Noon (New York time) on by the third Business Day following notice after the date of such payment or disbursement), such interest also to be payable on demand; provided that it is understood and agreed, however, that the notices referred to below in this clause (a) shall thereafter accrue on 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 amounts so paid Unpaid Drawings shall be due and payable immediately without presentment, demand, protest or disbursed notice of any kind (all of which are hereby waived by such Issuing Lender (each Credit Party) and until reimbursed by the Borrower) shall bear interest at a rate per annum which shall be the Base Rate in effect from time to time plus the Applicable Base Rate Margin for Revolving Loans maintained as Base Rate Loans plus 2%, in each such case, with interest to be payable % on demandand after the third Business Day following the respective Drawing). The respective Issuing Lender Each Letter of Credit Issuer shall give provide the Borrower prompt notice of each Drawing any payment or disbursement made by it under any Letter of CreditCredit issued by it, provided that although the failure to give of, or delay in, giving any such notice shall in no way affect, impair not release or diminish the Borrower’s obligations hereunderof the Borrower under this Section 2.04(a) or under any other Section of this Agreement.

Agreement to Repay Letter of Credit Drawings. (a) The Borrower hereby agrees to reimburse the respective Issuing LenderBank, by making payment to the Administrative Agent in immediately available funds at the Payment OfficeOffice (or by making the payment directly to the respective Issuing Bank at such location as may otherwise have been agreed upon by the Borrower and such Issuing Bank), for any payment or disbursement made by it under any Letter of Credit issued by it (each such amount, so paid until reimbursed, an “"Unpaid Drawing”"), no later than three Business Days after on the day immediately succeeding the date on which the Issuing Lender gives notice to the Borrower is notified of such payment or disbursementdisbursement to the extent the Borrower is notified prior to or by 2:00 p.m. (New York time) (or by 12:00 Noon on the second immediately succeeding Business Day to the extent the Borrower is notified after 2:00 p.m. (New York time)), with interest on the amount so paid or disbursed by such Issuing Lender, to the extent not reimbursed prior to 12:00 Noon (New York time) on Bank accruing from the date of such payment or disbursementdisbursement to, from and including but excluding, the date paid or disbursed to but excluding the date such Issuing Lender Agent was reimbursed by the Borrower therefor at a rate per annum which shall be the Base Rate in effect from time to time plus the Applicable Margin for Revolving Loans maintained as Base Rate Loans; Margin, provided, however, to the extent such amounts are not reimbursed prior to 12:00 Noon (New York time) on the third Business Day following notice to the Borrower by the Agent or the respective Issuing Bank of such payment or disbursement, interest shall thereafter accrue on the amounts so paid or disbursed by such Issuing Lender Bank (and until reimbursed by the Borrower) at a rate per annum which shall be the Base Rate in effect from time to time plus the Applicable Margin for Revolving Loans maintained as Base Rate Loans Margin plus 2%, in each such case, with interest to be payable on demand, it being understood and agreed, however, that the notice referred to in the immediately preceding proviso shall not be required to be given if a Default or an Event of Default under Section 10.05 shall have occurred and be continuing and, in such case, interest shall accrue on and after the third Business Day after the respective Drawing at the rate provided in the immediately preceding proviso. The respective Issuing Lender Bank shall give the Borrower prompt notice of each Drawing under any Letter of CreditCredit issued by it, provided that the failure to give any such notice shall in no way affect, impair or diminish the Borrower’s 's obligations hereunder.

Agreement to Repay Letter of Credit Drawings. (a) The Borrower hereby agrees to reimburse the respective Issuing Lender, by making payment to the Administrative Agent in immediately available funds at accordance with the Payment Officeterms of the first sentence of Section 2.14, for any payment or disbursement drawing (each, a "Drawing") made by it under any Letter of Credit (each such amount, so paid Drawing until reimbursed, an “"Unpaid Drawing”"), no later than three five (5) Business Days after the date on which the Issuing Lender gives notice to the Borrower of such payment or disbursementDrawing, with interest on the amount so paid or disbursed by of such Issuing LenderDrawing, to the extent not reimbursed prior to 12:00 Noon 11:00 A.M. (New York time) on the date of such payment or disbursementDrawing, from and including the date paid or disbursed of such Drawing to but excluding the date such the Issuing Lender was reimbursed by the Borrower therefor at a rate per annum which shall be the Base Rate in effect from time to time plus the Applicable Margin for Revolving Loans maintained as Base Rate Loans; , provided, however, to the extent such amounts are not reimbursed prior to 12:00 Noon 11:00 A.M. (New York time) on the sixth Business Day following notice of such payment or disbursementDrawing, interest shall thereafter accrue on the amounts so paid or disbursed by such Issuing Lender amount (and until reimbursed by the Borrower) at a rate per annum which shall be the Base Rate in effect from time to time plus the Applicable Margin for Revolving Loans maintained as Base Rate Loans plus 24%, in each such case, with interest to be payable on demand. The respective Issuing Lender shall give the Borrower prompt written notice of each Drawing under any Letter of Credit, provided that the failure to give any such notice shall in no way affect, impair or diminish the Borrower’s 's obligations hereunder.

Agreement to Repay Letter of Credit Drawings. (a) The Borrower hereby agrees to reimburse the respective Issuing Lendereach Letter of Credit Issuer, by making payment to the Administrative Agent in immediately available funds at the Payment Office, for any payment or disbursement made by it such Letter of Credit Issuer under any Letter of Credit issued by it (each such amount, amount so paid or disbursed until reimbursed, an “"Unpaid Drawing”), ") no later than three one Business Days after Day following the date on which the Issuing Lender gives notice to the Borrower of such payment or disbursement, with interest on the amount so paid or disbursed by such Issuing LenderLetter of Credit Issuer, to the extent not reimbursed prior to 12:00 Noon 1:00 P.M. (New York time) on the date of such payment or disbursement, from and including the date paid or disbursed to but excluding not including the date such Issuing Lender was Letter of Credit Issuer is reimbursed by the Borrower therefor at a rate per annum which shall be the Base Rate in effect from time to time plus the Applicable Margin for Revolving Loans that are maintained as Base Rate Loans; provided, however, Loans as in effect from time to the extent such amounts are time (plus an additional 2% per annum if not reimbursed prior to 12:00 Noon (New York time) on by the third Business Day following notice after the date of such payment or disbursement), such interest also to be payable on demand; PROVIDED that it is understood and agreed, however, that the notices referred to below in this clause (a) shall thereafter accrue on 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 amounts so paid Unpaid Drawings shall be due and payable immediately without presentment, demand, protest or disbursed notice of any kind (all of which are hereby waived by such Issuing Lender (each Credit Party) and until reimbursed by the Borrower) shall bear interest at a rate per annum which shall be the Base Rate plus the Applicable Margin for Revolving Loans that are maintained as Base Rate Loans as in effect from time to time plus 2% on and after the Applicable Margin for Revolving Loans maintained as Base Rate Loans plus 2%, in each such case, with interest to be payable on demandthird Business Day following the respective Drawing). The respective Issuing Lender Each Letter of Credit Issuer shall give provide the Borrower prompt notice of each Drawing any payment or disbursement made by it under any Letter of CreditCredit issued by it, provided that although the failure to give of, or delay in, giving any such notice shall in no way affect, impair not release or diminish the Borrower’s obligations hereunderof the Borrower under this Section 2.04(a) or under any other Section of this Agreement.

Agreement to Repay Letter of Credit Drawings. (a) The Borrower hereby agrees to reimburse the respective Issuing Lendereach Letter of Credit Issuer, by making payment to the Administrative Agent in U.S. Dollars and in immediately available funds at the Payment Office, for any payment or disbursement made by it such Letter of Credit Issuer under any Letter of Credit issued by it (each such amount, amount so paid or disbursed until reimbursed, an “"Unpaid Drawing”") immediately after, and in any event on the date of (or, if not notified by the respective Letter of Credit Issuer prior to 1:00 P.M. (New York time) on the date of such payment or disbursement, on the Business Day following), no later than three Business Days after the date on which the Issuing Lender gives notice to the Borrower of such payment or disbursement, with interest on the amount so paid or disbursed by such Issuing LenderLetter of Credit Issuer, to the extent not reimbursed prior to 12:00 Noon 2:00 P.M. (New York time) on the date of such payment or disbursement, from and including the date paid or disbursed to but excluding not including the date such Issuing Lender was Letter of Credit Issuer is reimbursed by the Borrower therefor at a rate per annum which shall be the Base Rate in effect from time to time plus the then Applicable Margin for Revolving Loans maintained as Base Rate Loans; providedLoans plus the Base Rate, however, each as in effect from time to the extent such amounts are time (plus an additional 2% per annum if not reimbursed prior to 12:00 Noon (New York time) on by the third Business Day following notice after the date of such payment or disbursement), such interest also to be payable on demand; provided, that it is understood and agreed, however, that the notices referred to above in this clause (a) shall thereafter accrue on not be required to be given if a Default or an Event of Default under such Section 10.05 shall have occurred and be continuing, in which case the amounts so paid Unpaid Drawings shall be due and payable immediately without presentment, demand, protest or disbursed notice of any kind (all of which are hereby waived by such Issuing Lender (each Credit Party) and until reimbursed by the Borrower) shall bear interest at a rate per annum which shall be (x) until the Base Rate in effect from time to time plus third Business Day following the respective Drawing, the Applicable Margin for Revolving Loans maintained as Base Rate Loans plus the Base Rate, each as in effect from time to time, and (y) at all times on and after the third Business Day following the respective Drawing, the rate per annum specified in preceding clause (x) plus 2%, in each such case, with interest to be payable on demand. The respective Issuing Lender Each Letter of Credit Issuer shall give provide the Borrower prompt notice of each Drawing any payment or disbursement made by it under any Letter of CreditCredit issued by it, provided that although the failure to give of, or delay in, giving any such notice shall in no way affect, impair not release or diminish the Borrower’s obligations hereunderof the Borrower under this Section 2.04(a) or under any other Section of this Agreement.

Agreement to Repay Letter of Credit Drawings. (a) The Subject to Section 3.05(b), (i) the U.S. Borrowers hereby jointly and severally agree (with respect to the U.S. Letters of Credit), (ii) the Canadian Borrowers jointly and severally agree (with respect to the Canadian Letters of Credit) and (iii) the European Borrower hereby agrees (with respect to the European Letters of Credit) to reimburse the respective each Issuing Lender, Lender by making payment to the Administrative Agent in the relevant Available Currency in immediately available funds at the Payment Office, Office for any payment or disbursement made by it such Issuing Lender under any Letter of Credit issued by it (each such amount, so paid until reimbursedreimbursed by the applicable Account Party, an “Unpaid Drawing”), no not later than three one Business Days after Day following receipt by the date on which the Issuing Lender gives applicable Account Party of notice to the Borrower of such payment or disbursementdisbursement (provided that no such notice shall be required to be given if a Default or an Event of Default under Section 11.05 shall have occurred and be continuing, in which case the Unpaid Drawing shall be due and payable immediately without presentment, demand, protest or notice of any kind (all of which are hereby waived by the Borrowers)), with interest on the amount so paid or disbursed by such Issuing Lender, to the extent not reimbursed prior to 12:00 Noon noon (New York time) on the date of such payment or disbursement, from and including the date paid or disbursed to but excluding the date such Issuing Lender was reimbursed by the Borrower respective Account Parties therefor at a rate per annum which shall be equal to the Base Rate in effect from time to time plus the Applicable Margin as in effect from time to time for Revolving Loans that are maintained as Base Rate Loans; provided, however, to the extent such amounts are not reimbursed prior to 12:00 Noon noon (New York time) on the third Business Day following the receipt by the respective Account Parties of notice of such payment or disbursementdisbursement 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 Borrowerrespective Account Party) at a rate per annum which shall be equal to the Base Rate in effect from time rate otherwise applicable to time plus the Applicable Margin for Revolving Loans maintained respective Unpaid Drawing as Base Rate Loans provided above, plus 2%, in each with all such case, with interest payable pursuant to this Section 3.05 to be payable on demand. The respective 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 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 resulting Revolving Loan or Swingline Loan. Each Issuing Lender shall give the Borrower respective Account Parties and the Administrative Agent prompt written notice of each Drawing under any Letter of CreditCredit issued by it, provided that the failure to give any such notice shall in no way affect, impair or diminish the Borrower’s Borrowers’ obligations hereunder.

Agreement to Repay Letter of Credit Drawings. (a) The Borrower Borrowers hereby agrees jointly and severally agree to reimburse the respective Issuing Lender(or cause any Letter of Credit Obligor for whose account a Letter of Credit was issued to reimburse) each Letter of Credit Issuer, by making payment directly to the Administrative Agent such Letter of Credit Issuer in immediately available funds at the Payment Officepayment office of such Letter of Credit Issuer, for any payment or disbursement made by it such Letter of Credit Issuer under any Letter of Credit (each such amount, amount so paid or disbursed until reimbursed, an “"Unpaid Drawing”)") immediately after, no later than three Business Days after and in any event on the date on which, such Letter of Credit Issuer notifies the Borrower Representative (or any such other Letter of Credit Obligor for whose account such Letter of Credit was issued) of such payment or disbursement (which the Issuing Lender gives notice to the Borrower Representative (or such other Letter of Credit Obligor) shall be delivered reasonably promptly after any such payment or disbursement), such payment to be made in Dollars, with interest on the amount so paid or disbursed by such Issuing LenderLetter of Credit Issuer, to the extent not reimbursed prior to 12:00 Noon 1:00 P.M. (New York timelocal time at the payment office of the Letter of Credit Issuer) on the date of such payment or disbursement, from and including the date paid or disbursed to but excluding not including the date such Issuing Lender was Letter of Credit Issuer is reimbursed by the Borrower therefor at a rate per annum which that shall be the rate then applicable to Loans that are Base Rate Loans (plus an additional 2% per annum as described in effect from time to time plus the Applicable Margin for Revolving Loans maintained as Base Rate Loans; provided, however, to the extent such amounts are Section 2.5(c) if not reimbursed prior to 12:00 Noon (New York time) on the Business Day following notice date of such payment or disbursement), any such interest shall thereafter accrue on the amounts so paid or disbursed by such Issuing Lender (and until reimbursed by the Borrower) at a rate per annum which shall be the Base Rate in effect from time to time plus the Applicable Margin for Revolving Loans maintained as Base Rate Loans plus 2%, in each such case, with interest also to be payable on demand. The respective Issuing Lender If by 11:00 A.M. on the Business Day immediately following notice to it of its obligation to make reimbursement in respect of an Unpaid Drawing, the Borrowers have not made such reimbursement out of its available cash on hand or a contemporaneous Borrowing hereunder, (x) the Borrowers will be deemed to have given a Notice of Borrowing for Base Rate Loans in an aggregate principal amount sufficient to reimburse such Unpaid Drawing (and the Administrative Agent shall promptly give notice to the Borrower prompt notice Lenders of each Drawing such deemed Notice of Borrowing), (y) the Lenders shall, unless they are legally prohibited from doing so, make the Loans contemplated by such deemed Notice of Borrowing (which Loans shall be considered made under any Section 2.1 hereof), and (z) the proceeds of such Base Rate Loans shall be disbursed directly to the applicable Letter of CreditCredit Issuer to the extent necessary to effect such reimbursement, provided that with any excess proceeds to be made available to the failure to give any such notice shall Borrowers in no way affect, impair or diminish accordance with the Borrower’s obligations hereunderapplicable provisions of this Agreement.

Agreement to Repay Letter of Credit Drawings. (a) The Borrower Borrowers hereby agrees jointly and severally agree to reimburse the respective each Issuing Lender, by making payment to the Administrative Agent in immediately available funds at the Payment Office, for any payment or disbursement made by it such Issuing Lender under any Letter of Credit issued by it (each such amount, so paid until reimbursed, an “Unpaid Drawing”), no not later than three the Business Days after Day following receipt by the date on which the Issuing Lender gives Borrowers of notice to the Borrower of such payment or disbursementdisbursement from the Issuing Lender, the Administrative Agent or any other Lender (provided that no such notice 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 the Unpaid Drawing shall be due and payable immediately without presentment, demand, protest or notice of any kind (all of which are hereby waived by the Borrowers)), with interest on the amount so paid or disbursed by such Issuing Lender, to the extent not reimbursed prior to 12:00 Noon (New York time) on the date of such payment or disbursement, from and including the date paid or disbursed to but excluding the date such Issuing Lender was reimbursed by the Borrower Borrowers therefor at a rate per annum which shall be equal to the Base Rate Overnight Euro Dollar Offer Rate, as in effect from time to time time, plus the Applicable Margin for Revolving Loans maintained as Base Rate LoansMargin; provided, however, to the extent such amounts are not reimbursed prior to 12:00 Noon (New York time) on the third Business Day following notice 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 Borrower) at a rate per annum which Borrowers shall be the Base Rate in effect from time deemed to time plus the Applicable Margin for have requested a borrowing of Dollar Revolving Loans maintained as Base Rate Loans plus 2%, provided in each such case, with interest to be payable on demandSection 1.01(d). The respective Each Issuing Lender shall give the Borrower Borrowers prompt written notice of each Drawing under any Letter of CreditCredit issued by it, provided that the failure to give any such notice shall in no way affect, impair or diminish the Borrower’s Borrowers’ obligations hereunder.

Agreement to Repay Letter of Credit Drawings. (a) The Borrower hereby agrees to reimburse the respective Issuing LenderBTCo, by making payment to the Administrative Agent BTCo in immediately available funds at the Payment Office, for any payment or disbursement made by it BTCo under any Letter of Credit (each such amount, so paid until reimbursed, an “"Unpaid Drawing”"), no later than three Business Days after upon receipt of notice by BTCo of such payment or disbursement prior to 11:00 A.M. (New York time) on the date on which the Issuing Lender gives notice to the Borrower of of, such payment or disbursement, with interest on the amount so paid or disbursed by such Issuing LenderBTCo, to the extent not reimbursed prior to 12:00 Noon (New York time) on the date of such payment or disbursement, from and including the date paid or disbursed to but excluding the date such Issuing Lender BTCo was reimbursed by the Borrower therefor at a rate per annum which shall be the Base Rate in effect from time to time plus the Applicable Base Rate Margin for Revolving Loans maintained as Base Rate Loans; , provided, however, to the extent such amounts are not reimbursed prior to 12:00 Noon (New York time) on the third Business Day following the receipt by the Borrower of notice of such payment or disbursementdisbursement or the occurrence of a Default under Section 10.05, interest shall thereafter accrue on the amounts so paid or disbursed by such Issuing Lender BTCo (and until reimbursed by the Borrower) at a rate per annum which shall be the Base Rate in effect from time to time plus the Applicable Base Rate Margin for Revolving Loans maintained as Base Rate Loans plus 2%, in each such case, with interest to be payable on demand. The respective Issuing Lender BTCo shall give the Borrower prompt written notice of each Drawing under any Letter of Credit, provided that the failure to give any such notice shall in no way affect, impair or diminish the Borrower’s 's obligations hereunder.

Agreement to Repay Letter of Credit Drawings. (a) The -------------------------------------------- Borrower hereby agrees to reimburse the respective Issuing LenderLetter of Credit Issuer, by making payment to the Administrative Agent in U.S. Dollars and in immediately available funds at the Payment Office, for any payment or disbursement made by it such Letter of Credit Issuer under any Letter of Credit issued by it (each such amount, amount so paid or disbursed until reimbursed, an “"Unpaid Drawing”)") immediately after, no later than three Business Days after and in any event on the date on which the Issuing Lender gives notice to the Borrower of such payment or disbursement, with interest on the amount so paid or disbursed by such Issuing LenderLetter of Credit Issuer, to the extent not reimbursed prior to 12:00 Noon 2:00 P.M. (New York time) on the date of such payment or disbursement, from and including the date paid or disbursed to but excluding not including the date such Issuing Lender was Letter of Credit Issuer is reimbursed by the Borrower therefor at a rate per annum which shall be the Base Rate in effect from time to time plus the Applicable Margin for Revolving Loans maintained as Base Rate Loans; provided, however, to the extent such amounts are not reimbursed prior to 12:00 Noon (New York time) on the Business Day following notice 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 Borrower) at a rate per annum which shall be the Base Rate in effect from time to time plus the Applicable Margin for Revolving Loans maintained as Base Rate Loans as in effect from time to time (plus an additional 2%% per annum if not reimbursed by the third Business Day after the date of such payment or disbursement), in each such case, with interest also to be payable on demand. The respective Issuing Lender Each Letter of Credit Issuer shall give provide the Borrower prompt notice of each Drawing any payment or disbursement made by it under any Letter of CreditCredit issued by it; provided, provided -------- that (i) the notices referred to above shall not be required to be given if a Default or an Event of Default under such 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 the Borrower) and (ii) the failure to give of, or delay in, giving any such notice shall in no way affect, impair not release or diminish the Borrower’s obligations hereunderof the Borrower under this Section 2.04(a) or under any other Section of this Agreement.

Agreement to Repay Letter of Credit Drawings. (a) The Each Revolving Borrower hereby agrees to reimburse the respective Issuing LenderBTCo, by making payment to the Administrative Agent in immediately available funds at the Payment Office, for any payment or disbursement made by it BTCo under any Letter of Credit issued for such Revolving Borrower's account (each such amount, amount so paid or disbursed until reimbursed, an “"Unpaid Drawing”)") immediately after, no later than three Business Days after and in any event on the date on which the Issuing Lender gives notice to the Borrower of of, such payment or disbursement, disbursement with interest on the amount so paid or disbursed by such Issuing LenderBTCo, to the extent not reimbursed prior to 12:00 Noon (New York time) on the date of such payment or disbursement, from and including the date paid or disbursed to but excluding not including the date such Issuing Lender BTCo was reimbursed by the Borrower therefor at a rate per annum which shall be the Base Rate in effect from time to time plus the Applicable Margin for in respect of Revolving Loans maintained as Base Rate Loans; provided, however, to the extent such amounts are not reimbursed prior to 12:00 Noon (New York time) on the fourth Business Day following notice of such payment or disbursementdisbursement (although no such notice shall be required to be given if a Default or an Event of Default under Section 9.05 shall exist, in which case interest shall accrue on such amounts as hereinafter provided in this proviso), interest shall thereafter accrue on the amounts so paid or disbursed by such Issuing Lender BTCo (and until reimbursed by the such Revolving Borrower) at a rate per annum which shall be the Base Rate in effect from time to time plus the Applicable Margin for in respect of Revolving Loans maintained as Base Rate Loans plus 2%, in each such case, with such interest to be payable on demand. The respective Issuing Lender shall give the Borrower prompt notice of each Drawing under any Letter of Credit, provided that the failure to give any such notice shall in no way affect, impair or diminish the Borrower’s obligations hereunder.

Agreement to Repay Letter of Credit Drawings. (a) The Borrower hereby agrees to reimburse the respective Issuing Lendereach Letter of Credit Issuer, by making payment to the Administrative Agent in immediately available funds at the Payment Office, for any payment or disbursement made by it such Letter of Credit Issuer under any Letter of Credit issued by it (each such amount, amount so paid or disbursed until reimbursed, an “"Unpaid Drawing”)") immediately after, no later than three Business Days after and in any event on the date on which the Issuing Lender gives notice to the Borrower of such payment or disbursement, with interest on the amount so paid or disbursed by such Issuing LenderLetter of Credit Issuer, to the extent not reimbursed prior to 12:00 Noon 1:00 P.M. (New York time) on the date of such payment or disbursement, from and including the date paid or disbursed to but excluding not including the date such Issuing Lender was Letter of Credit Issuer is reimbursed by the Borrower therefor at a rate per annum which shall be the Base Rate in effect from time to time plus the Applicable Margin for Revolving Loans maintained as Base Rate Loans; provided, however, Loans as in effect from time to the extent such amounts are time (plus an additional 2% per annum if not reimbursed prior to 12:00 Noon (New York time) on by the third Business Day following notice after the date of such payment or disbursement), such interest also to be payable on demand; PROVIDED that it is understood and agreed, however, that the notices referred to above in this clause (a) shall thereafter accrue on not be required to be given if a Default or an Event of Default under such Section 10.05 shall have occurred and be continuing (in which case the amounts so paid Unpaid Drawings shall be due and payable immediately without presentment, demand, protest or disbursed notice of any kind (all of which are hereby waived by such Issuing Lender (each Credit Party) and until reimbursed by the Borrower) shall bear interest at a rate per annum which shall be the Base Rate in effect from time to time plus the Applicable Margin for Revolving Loans maintained as Base Rate Loans plus 2%, in each such case, with interest to be payable % on demandand after the third Business Day following the respective Drawing). The respective Issuing Lender Each Letter of Credit Issuer shall give provide the Borrower prompt notice of each Drawing any payment or disbursement made by it under any Letter of CreditCredit issued by it, provided that although the failure to give of, or delay in, giving any such notice shall in no way affect, impair not release or diminish the Borrower’s obligations hereunderof the Borrower under this Section 2.04(a) or under any other Section of this Agreement.

Agreement to Repay Letter of Credit Drawings. (a) The Borrower --------------------------------------------- hereby agrees to reimburse the respective Issuing LenderLetter of Credit Issuer, by making payment to the Administrative Agent in Dollars in immediately available funds at the Payment Administrative Agent's Office, for any payment or disbursement made by it the Letter of Credit Issuer under any Letter of Credit (each such amount, amount so paid until reimbursed, an “"Unpaid Drawing”)") immediately after, no later than three Business Days after and in any event on -------------- the date on which the Issuing Lender gives notice to the Borrower of of, such payment or disbursementpayment, with interest on the amount so paid or disbursed by such Issuing Lenderthe Letter of Credit Issuer, to the extent not reimbursed prior to 12:00 Noon 5:00 P.M. (New York time) on the date of such payment or disbursement, from and including the date paid or disbursed to but excluding the date such Issuing Lender was the Letter of Credit Issuer is reimbursed by the Borrower therefor therefor, at a rate per annum which that shall at all times be the Base Rate ABR as in effect from time to time plus the Applicable Margin for Revolving Loans maintained as Base Rate Loans; providedtime, howeverprovided that, notwithstanding anything -------- contained in this Agreement to the extent such amounts are not reimbursed contrary, (i) unless the Borrower shall have notified the Administrative Agent and the Letter of Credit Issuer prior to 12:00 Noon 10:00 A.M. on the 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 Loans, the Borrower shall be deemed to have given a Notice of Borrowing to the Administrative Agent requesting that the Lenders make Revolving Credit Loans (New York timewhich shall initially be ABR Loans) on the Business Day following notice date on which such drawing is honored in an amount equal to the amount of such payment or disbursementdrawing and (ii) each Lender shall, interest shall thereafter accrue on such date, make Revolving Credit Loans in an amount equal to such Lender's pro rata portion of such Borrowing in accordance with the amounts so paid or disbursed by such Issuing Lender (and until reimbursed by the Borrower) at a rate per annum which shall be the Base Rate in effect from time to time plus the Applicable Margin for Revolving Loans maintained as Base Rate Loans plus 2%, in each such case, with interest to be payable on demand. The respective Issuing Lender shall give the Borrower prompt notice provisions of each Drawing under any Letter of Credit, provided that the failure to give any such notice shall in no way affect, impair or diminish the Borrower’s obligations hereunderSection 2.4.

Agreement to Repay Letter of Credit Drawings. (a) The Borrower hereby agrees to reimburse the respective Issuing LenderBank, by making payment to the Administrative Agent in immediately available funds at the Payment OfficeOffice (or by making the payment directly to 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 it such Issuing Bank under any Letter of Credit issued by it (each such amount, amount so paid until reimbursed, an “"Unpaid Drawing”"), no not later than three the second Business Days Day after the date on which Agent or the Issuing Lender gives notice to Bank notifies the Borrower of such payment or disbursement, with interest on the amount so paid or disbursed by such Issuing LenderBank, to the extent not reimbursed prior to 12:00 Noon (New York time) on the date of such payment or disbursement, from and including the date paid or disbursed to but excluding the date such Issuing Lender was Bank is reimbursed by the Borrower therefor at a rate per annum which shall be the Base Rate in effect from time to time plus the Applicable Margin for Revolving Loans maintained as Base Rate Loans; , provided, however, to the extent such amounts are not reimbursed prior to 12:00 Noon (New York time) on the third Business Day following notice to the Borrower by the Agent or the respective Issuing Bank of such payment or disbursement, interest shall thereafter accrue on the amounts so paid or disbursed by such Issuing Lender Bank (and until reimbursed by the Borrower) at a rate per annum which shall be the Base Rate in effect from time to time plus the Applicable Margin for Revolving Loans maintained as Base Rate Loans 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 rate provided in the foregoing proviso on and after the third Business Day following the respective Drawing). The respective Issuing Lender Bank shall give the Borrower prompt notice of each Drawing under any Letter of Credit, provided that the failure to give any such notice shall in no way affect, impair or diminish the Borrower’s 's obligations hereunder.

Agreement to Repay Letter of Credit Drawings. (a) The Subject to Section 3.05(b), (i) the U.S. Borrowers hereby jointly and severally agree (with respect to the U.S. Letters of Credit), (ii) the Canadian Borrowers jointly and severally agree (with respect to the Canadian Letters of Credit) and (iii) the European Borrower hereby agrees (with respect to the European Letters of Credit) to reimburse the respective each Issuing Lender, Lender by making payment to the Administrative Agent in the relevant Available Currency in immediately available funds at the Payment Office, Office for any payment or disbursement made by it such Issuing Lender under any Letter of Credit issued by it (each such amount, so paid until reimbursedreimbursed by the respective Account Party, an “Unpaid Drawing”), no not later than three one Business Days after Day following receipt by the date on which the Issuing Lender gives respective Account Party of notice to the Borrower of such payment or disbursementdisbursement (provided that no such notice shall be required to be given if a Default or an Event of Default under Section 11.05 shall have occurred and be continuing, in which case the Unpaid Drawing shall be due and payable immediately without presentment, demand, protest or notice of any kind (all of which are hereby waived by the Borrowers)), with interest on the amount so paid or disbursed by such Issuing Lender, to the extent not reimbursed prior to 12:00 Noon (New York time) on the date of such payment or disbursement, from and including the date paid or disbursed to but excluding the date such Issuing Lender was reimbursed by the Borrower respective Account Parties therefor at a rate per annum which shall be equal to the Base Rate in effect from time to time plus the Applicable Margin as in effect from time to time for Revolving Loans that are maintained as Base Rate Loans; 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 disbursementdisbursement 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 Borrowerrespective Account Party) at a rate per annum which shall be equal to the Base Rate in effect from time rate otherwise applicable to time plus the Applicable Margin for Revolving Loans maintained respective Unpaid Drawing as Base Rate Loans provided above, plus 2%, in each with all such case, with interest payable pursuant to this Section 3.05 to be payable on demand. The respective Each Issuing Lender shall give the Borrower respective Account Parties and the Administrative Agent prompt written notice of each Drawing under any Letter of CreditCredit issued by it, provided that the failure to give any such notice shall in no way affect, impair or diminish the Borrower’s Borrowers’ obligations hereunder.

Agreement to Repay Letter of Credit Drawings. (a) The U.S. Borrower hereby agrees agrees, in the case of all U.S. Letters of Credit, and the German Borrowers hereby jointly and severally agree, in the case of all German Letters of Credit, to reimburse the respective Issuing LenderBank, by making payment in Dollars directly to the Administrative Agent in immediately available funds at for the Payment Officebenefit of such Issuing Bank, for any payment or disbursement (or, in the case of payments or disbursements made in any currency other than Dollars, the Dollar Equivalent thereof) made by it such Issuing Bank under any Letter of Credit issued for the account of the respective Account Party (with each such amountamount so paid, so paid until reimbursed, an “"Unpaid Drawing”"), no later than three Business Days after immediately after, and in any event on the date on which the Issuing Lender gives notice to the Borrower of of, such payment or disbursement, with interest on the amount so paid or disbursed by such Issuing LenderBank, to the extent not reimbursed prior to 12:00 Noon 2:00 P.M. (New York time or, in the case of German Letters of Credit, Frankfurt time) on the date of such payment or disbursement, from and including the date paid or disbursed to but excluding the date such Issuing Lender Bank was reimbursed by the U.S. Borrower or the respective German Borrower, as the case may be, therefor at a rate per annum which shall be the Base Rate in effect from time to time plus the Applicable Margin for Revolving Loans maintained as Base Rate Loans; provided, however, to the extent such amounts are not reimbursed prior to 12:00 Noon (New York time or, in the case of German Letters of Credit, Frankfurt time) on the third Business Day following the receipt by the respective Account Party of notice of such payment or disbursementdisbursement 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 Lender Bank (and until reimbursed by the Borrower) respective Account Party at a rate per annum which shall be the Base Rate in effect from time to time plus the Applicable Margin for Revolving Loans maintained as Base Rate Loans plus 2%, in each such case, with interest to be payable on demand. The respective Issuing Lender Bank shall give the Borrower respective Account Party prompt written notice of each Drawing under any Letter of Credit, provided that the failure to give any such notice shall in no way affect, impair or diminish the Borrower’s respective Account Party's obligations hereunder.

Agreement to Repay Letter of Credit Drawings. (a) The Borrower -------------------------------------------- hereby agrees to reimburse the respective Issuing Lendereach Letter of Credit Issuer, by making payment to the Administrative Agent in immediately available funds at the Payment Office, for any payment or disbursement made by it such Letter of Credit Issuer under any Letter of Credit issued by it (each such amount, amount so paid or disbursed until reimbursed, an “"Unpaid Drawing”)") immediately after, no later than three Business Days after and in any event on the date on which the Issuing Lender gives notice to the Borrower of such payment or disbursement, with interest on the amount so paid or disbursed by such Issuing LenderLetter of Credit Issuer, to the extent not reimbursed prior to 12:00 Noon 2:00 P.M. (New York time) on the date of such payment or disbursement, from and including the date paid or disbursed to but excluding not including the date such Issuing Lender was Letter of Credit Issuer is reimbursed by the Borrower therefor at a rate per annum which shall be the Base Rate in effect from time to time plus the then Applicable Margin for Revolving Loans maintained as Base Rate Loans; providedLoans plus the Base Rate, however, each as in effect from time to the extent such amounts are time (plus an additional 2% per annum if not reimbursed prior to 12:00 Noon (New York time) on by the third Business Day following notice after the date of such payment or disbursement), such interest also to be payable on demand; provided, that it -------- is understood and agreed, however, that the notices referred to above in this clause (a) shall thereafter accrue on not be required to be given if a Default or an Event of Default under such Section 10.05 shall have occurred and be continuing (in which case the amounts so paid Unpaid Drawings shall be due and payable immediately without presentment, demand, protest or disbursed notice of any kind (all of which are hereby waived by such Issuing Lender (each Credit Party) and until reimbursed by the Borrower) shall bear interest at a rate per annum which shall be (x) until the Base Rate in effect from time to time plus third Business Day following the respective Drawing, the Applicable Margin for Revolving Loans maintained as Base Rate Loans plus the Base Rate, each as in effect from time to time, and (y) at all times on and after the third Business Day following the respective Drawing, the rate per annum specified in preceding clause (x) plus 2%, in each such case, with interest to be payable on demand). The respective Issuing Lender Each Letter of Credit Issuer shall give provide the Borrower prompt notice of each Drawing any payment or disbursement made by it under any Letter of CreditCredit issued by it, provided that although the failure to give of, or delay in, giving any such notice shall in no way affect, impair not release or diminish the Borrower’s obligations hereunderof the Borrower under this Section 2.04(a) or under any other Section of this Agreement.

Agreement to Repay Letter of Credit Drawings. (a) The Borrower hereby agrees to reimburse the respective Issuing LenderLetter of Credit Issuer, by making payment (whether from the proceeds of Loans or otherwise) to the Administrative Agent in Dollars and in immediately available funds at the Payment Office, for any payment or disbursement made by it such Letter of Credit Issuer under any Letter of Credit issued by it (each such amount, amount so paid or disbursed until reimbursed, an “"Unpaid Drawing”)") immediately after, no later than three Business Days after and in any event on the date on which the Issuing Lender gives notice to the Borrower of of, such payment or disbursement, with interest on the amount so paid or disbursed by such Issuing LenderLetter of Credit Issuer, to the extent not reimbursed prior to 12:00 Noon 2:00 P.M. (New York time) on the date of such payment or disbursement, from and including the date paid or disbursed to but excluding not including the date such Issuing Lender was Letter of Credit Issuer is reimbursed by the Borrower therefor at a rate per annum which shall be the Applicable Margin for Loans maintained as Base Rate Loans as in effect from time to time (plus the Applicable Margin for Revolving Loans maintained as Base Rate Loans; provided, however, to the extent such amounts are an additional 2% per annum if not reimbursed prior to 12:00 Noon (New York time) on by the third Business Day following notice after the date of such payment or disbursement), such interest shall thereafter accrue on the amounts so paid or disbursed by such Issuing Lender (and until reimbursed by the Borrower) at a rate per annum which shall be the Base Rate in effect from time to time plus the Applicable Margin for Revolving Loans maintained as Base Rate Loans plus 2%, in each such case, with interest also to be payable on demand. The respective Issuing Lender Each Letter of Credit Issuer shall give provide the Borrower prompt notice of each Drawing any payment or disbursement made by it under any Letter of CreditCredit issued by it, provided that (i) the notices referred to above shall not be required to be given if a Default or an Event of Default under clause (f) of Section 10.01 of the Common Security Agreement 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 the Borrower) and (ii) the failure to give of, or delay in, giving any such notice shall in no way affect, impair not release or diminish the Borrower’s obligations hereunderof the Borrower under this clause or under any other section of this Agreement.