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

Agreement to Repay Letter of Credit Payments. (a) The Borrower hereby agrees to reimburse the Letter of Credit Issuer, by making payment directly to the Letter of Credit Issuer in immediately available funds, for any payment or disbursement made by the Letter of Credit Issuer under any Letter of Credit issued by it (each such amount so paid or disbursed until reimbursed, an "Unpaid Drawing") no later than one Business Day following the date that the Borrower receives notice from the Letter of Credit Issuer of such payment or disbursement, with interest on the amount so paid or disbursed by the Letter of Credit Issuer to the extent not reimbursed prior to 1:00 P.M. (New York time) on the date of such payment or disbursement, from and including the date paid or disbursed to but not including the date the Letter of Credit Issuer is reimbursed therefor at a rate per annum which shall be the Applicable Margin plus the Base Rate as in effect from time to time for Revolving Loans (plus an additional 2% per annum if not reimbursed by the third Business Day after the date the Borrower receives notice from the Letter of Credit Issuer of such payment or disbursement), such interest also to be payable on demand, provided that the notice referred to above in this clause (a) shall 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 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 each Credit Party) and shall bear interest at a rate per annum which shall be the Base Rate plus the Applicable Margin for Revolving Loans (plus an additional 2% on and after the third Business Day following the respective Drawing). (b) The Borrower's obligation under this Section 2.03 to reimburse the Letter of Credit Issuer with respect to Unpaid Drawings (including, in each case, interest thereon) shall be absolute and unconditional under any and all circumstances and irrespective of any setoff, counterclaim or defense to payment which the Borrower may have or have had against the Letter of Credit Issuer, the Administrative Agent or any Bank, including, without limitation, any defense based upon the failure of any drawing under a Letter of Credit issued by it to substantially conform to the terms of the Letter of Credit or any non-application or misapplication by the beneficiary of the proceeds of such drawing; provided, however, that the Borrower shall not be obligated to reimburse the Letter of Credit Issuer for any wrongful payment made by the Letter of Credit Issuer under a Letter of Credit issued by it as a result of acts or omissions constituting willful misconduct or gross negligence on the part of the Letter of Credit Issuer.

Agreement to Repay Letter of Credit Payments. (ai) The Borrower Company hereby agrees to reimburse the Letter of Credit Issuerrespective Facing Agent, by making payment directly to the Letter of Credit Issuer Administrative Agent in immediately available fundsfunds in Dollars at the Payment Office, for any payment or disbursement made by the Letter of Credit Issuer such Facing Agent under and in accordance with any Letter of Credit issued by it (each such amount so paid or disbursed until reimbursed, an "“Unpaid Drawing") ”), no later than one Business Day following after the date that the Borrower on which Company receives notice from the Letter of Credit Issuer of such payment or disbursementdisbursement (if such Unpaid Drawing was in an Alternative Currency, then in the Dollar Equivalent amount of such Unpaid Drawing), with interest on the amount so paid or disbursed by the Letter of Credit Issuer such Facing Agent, to the extent not reimbursed prior to 1:00 P.M. 12:00 Noon (New York City time) on the date of such payment or disbursement, from and including the date paid or disbursed to but not including excluding the date the Letter of Credit Issuer such Facing Agent is reimbursed therefor at a rate per annum which shall be the Applicable Margin plus the Base Rate as in effect from time to time for Revolving Loans (plus an additional 2% per annum if not reimbursed by the third Business Day after the date the Borrower receives notice from the Letter of Credit Issuer of such payment or disbursement), such interest also to be payable on demand, provided that the notice referred to above in this clause (a) shall 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 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 each Credit Party) and shall bear interest Company at a rate per annum which shall be the Base Rate in effect from time to time plus the Applicable Margin Base Rate Margin; provided, however, that anything contained in this Agreement to the contrary notwithstanding, (i) unless Company shall have notified Administrative Agent and the applicable Facing Agent prior to 10:00 a.m. (New York City time) on the Business Day following receipt of such notice that the applicable Facing Agent will be reimbursed for the amount of such Unpaid Drawing with funds other than the proceeds of Multicurrency Revolving Loans, Company shall be deemed to have timely given a Notice of Borrowing to Administrative Agent requesting each Multicurrency Revolving Lender to make Multicurrency Revolving Loans which are Base Rate Loans on the date on which such Unpaid Drawing is honored in an amount equal to the Dollar Equivalent of the amount of such Unpaid Drawing and Administrative Agent shall, if such Notice of Borrowing is deemed given, promptly notify the Lenders thereof and (ii) unless any of the events described in Section 10.1(e) or 10.1(f) shall have occurred (in which event the procedures of Section 2.10(e) shall apply), each such Multicurrency Revolving Lender shall, on the date such drawing is honored, make Multicurrency Revolving Loans which are Base Rate Loans in the amount of its Multicurrency Revolver Pro Rata Share of the Dollar Equivalent of such Unpaid Drawing, the proceeds of which shall be applied directly by Administrative Agent to reimburse the applicable Facing Agent for the amount of such Unpaid Drawing; and provided, further, that if for any reason, proceeds of Multicurrency Revolving Loans are not received by the applicable Facing Agent on such date in an amount equal to the amount of the Dollar Equivalent of such drawing, Company shall reimburse the applicable Facing Agent, on the Business Day immediately following the date such drawing is honored, in an amount in Same Day Funds equal to the excess of the amount of the Dollar Equivalent of such drawing over the Dollar Equivalent of the amount of such Multicurrency Revolving Loans, if any, which are so received, plus accrued interest on such amount at the rate set forth in Section 3.1(a); provided, however, that to the extent such amounts are not reimbursed prior to 12:00 Noon (New York City time) on the fifth Business Day following such payment or disbursement, interest shall thereafter accrue on the amounts so paid or disbursed by such Facing Agent (and until reimbursed by Company) at a rate per annum which shall be the Base Rate in effect from time to time plus the Applicable Base Rate Margin plus an additional 2% per annum, such interest also to be payable on and after demand. The respective Facing Agent shall give Company prompt notice of each Drawing under any Letter of Credit, provided that the third Business Day following the respective Drawing)failure to give any such notice shall in no way affect, impair or diminish Company’s obligations hereunder. (bii) The Borrower's obligation Obligations of Company under this Section 2.03 2.10(d) to reimburse the Letter of Credit Issuer respective Facing Agent with respect to Unpaid Drawings drawings on Letters of Credit (each, a “Drawing”) (including, in each case, interest thereon) shall be absolute and unconditional under any and all circumstances and irrespective of any setoff, counterclaim or defense to payment which the Borrower Company may have or have had against the Letter of Credit Issuerany Facing Agent, the Administrative Agent or any Bank, including, without limitation, any defense based upon the failure of any drawing under a Letter of Credit issued by it to substantially conform to the terms Lender (including in its capacity as issuer of the Letter of Credit or as LC Participant), or any non-application or misapplication by the beneficiary of the proceeds of such drawing; providedDrawing, however, the respective Facing Agent’s only obligation to Company being to confirm that the Borrower shall not any documents required to be obligated to reimburse the delivered under such Letter of Credit Issuer for appear to have been delivered and that they appear to comply on their face with the requirements of such Letter of Credit. Any action taken or omitted to be taken by any wrongful payment made by the Facing Agent under or in connection with any Letter of Credit Issuer under if taken or omitted in the absence of a Letter bad faith breach of Credit issued by it as a result of acts its material obligations hereunder, gross negligence or omissions constituting willful misconduct or gross negligence on the part as determined by a final and non-appealable judgment rendered by a court of the Letter of Credit Issuercompetent jurisdiction, shall not create for such Facing Agent any resulting liability to Company.

Agreement to Repay Letter of Credit Payments. (ai) The applicable Borrower hereby agrees to reimburse the Letter of Credit Issuerrespective Issuing Lender, by making payment directly to the Letter of Credit Issuer Administrative Agent in immediately available fundsfunds in Dollars at the Payment Office, for the Dollar Equivalent of any payment or disbursement made by the Letter of Credit Issuer such Issuing Lender under and in accordance with any Letter of Credit issued by it (each such amount so paid or disbursed until reimbursed, an "“Unpaid Drawing") ”), no later than one Business Day following after the date that the on which such Borrower receives notice from the Letter of Credit Issuer of such payment or disbursementdisbursement (if such Unpaid Drawing was in an Alternative Currency, then in the Dollar Equivalent amount of such Unpaid Drawing), with interest on the amount so paid or disbursed by the Letter of Credit Issuer such Issuing Lender, to the extent not reimbursed prior to 1:00 P.M. 12:00 Noon (New York City time) on the date of such payment or disbursement, from and including the date paid or disbursed to but not including excluding the date the Letter of Credit Issuer such Issuing Lender is reimbursed therefor at a rate per annum which shall be the Applicable Margin plus the Base Rate as in effect from time to time for Revolving Loans (plus an additional 2% per annum if not reimbursed by the third Business Day after the date the such Borrower receives notice from the Letter of Credit Issuer of such payment or disbursement), such interest also to be payable on demand, provided that the notice referred to above in this clause (a) shall 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 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 each Credit Party) and 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 with respect to Multicurrency Letters of Credit in Dollars, provided, however, that, anything contained in this Agreement to the contrary notwithstanding, (i) unless such Borrower shall have notified Administrative Agent and the applicable Issuing Lender prior to 10:00 a.m. (New York City time) on the Business Day following receipt of such notice that the applicable Issuing Lender will be reimbursed for the amount of such Unpaid Drawing with funds other than the proceeds of Revolving Loans such Borrower shall be deemed to have timely given a Notice of Borrowing to Administrative Agent requesting each Multicurrency Revolving Lender or Dollar Revolving Lender, as applicable, to make Multicurrency Revolving Loans or Dollar Revolving Loans, as applicable, which are Base Rate Loans, on the date on which such Unpaid Drawing is honored in an amount equal to the Dollar Equivalent of the amount of such Unpaid Drawing and Administrative Agent shall, if such Notice of Borrowing is deemed given, promptly notify the applicable Lenders thereof and (ii) unless any of the events described in Section 10.1(i) shall have occurred (in which event the procedures of Section 2.11(e) shall apply), each such Multicurrency Revolving Lender or Dollar Revolving Lender, as applicable, shall, on the date such drawing is honored, make Multicurrency Revolving Loans or Dollar Revolving Loans, as applicable, which are Base Rate Loans in the amount of its Multicurrency Revolver Pro Rata Share or Dollar Revolver Pro Rata Share of the Dollar Equivalent of such Unpaid Drawing, the proceeds of which shall be applied directly by Administrative Agent to reimburse the applicable Issuing Lender for the amount of such Unpaid Drawing; and provided, further, that, if for any reason, proceeds of Multicurrency Revolving Loans or Dollar Revolving Loans are not received by the applicable Issuing Lender on such date in an amount equal to the amount of the Dollar Equivalent of such drawing, the applicable Borrower shall reimburse the applicable Issuing Lender, on the Business Day immediately following the date such drawing is honored, in an amount in same day funds equal to the excess of the amount of the Dollar Equivalent of such drawing over the Dollar Equivalent of the amount of such Multicurrency Revolving Loans or Dollar Revolving Loans, if any, which are so received, plus accrued interest on such amount at the rate set forth in Section 3.1(a) or (g), as applicable; provided, however, to the extent such amounts are not reimbursed prior to 12:00 Noon (New York City time) on the fifth Business Day following such payment or disbursement, interest shall thereafter accrue on the amounts so paid or disbursed by such Issuing Lender (and until reimbursed by the applicable Borrower) at a rate per annum which shall be the Base Rate in effect from time to time plus the Applicable Base Rate Margin (plus an additional 2% per annum), such interest also to be payable on and after demand. The respective Issuing Lender shall give the third Business Day following applicable Borrower prompt notice of each Drawing under any Letter of Credit, provided that the respective Drawing)failure to give any such notice shall in no way affect, impair or diminish any Loan Party’s obligations hereunder. (bii) The Borrower's obligation obligations of each Borrower under this Section 2.03 2.11(d) to reimburse the Letter of Credit Issuer respective Issuing Lender with respect to Unpaid Drawings drawings on Letters of Credit (each, a “Drawing”) (including, in each case, interest thereon) shall be absolute and unconditional under any and all circumstances and irrespective of any setoff, counterclaim or defense to payment which the such Borrower may have or have had against the Letter of Credit Issuerany Issuing Lender, the Administrative Agent or any Bank, including, without limitation, any defense based upon the failure of any drawing under a Letter of Credit issued by it to substantially conform to the terms Lender (including in its capacity as issuer of the Letter of Credit or as LC Participant), or any non-application or misapplication by the beneficiary of the proceeds of such drawing; providedDrawing, however, the respective Issuing Lender’s only obligation to Borrowers being to confirm that the Borrower shall not any documents required to be obligated to reimburse the delivered under such Letter of Credit Issuer for appear to have been delivered and that they appear to comply on their face with the requirements of such Letter of Credit. Any action taken or omitted to be taken by any wrongful payment made by the Issuing Lender under or in connection with any Letter of Credit Issuer under a Letter if taken or omitted in the absence of Credit issued by it as a result of acts gross negligence or omissions constituting willful misconduct as determined by a final and non-appealable judgment rendered by a court of competent jurisdiction, shall not create for such Issuing Lender any resulting liability to any Borrower or gross negligence on the part of the Letter of Credit Issuerany other Loan Party.

Agreement to Repay Letter of Credit Payments. (ai) The U.S. Borrower, European Borrower or Canadian Borrower, as the case may be, hereby agrees to reimburse (or to cause the Letter of Credit Issuerapplicable Subsidiary Borrower to reimburse) the respective Facing Agent, by making payment directly to Administrative Agent or the Letter of Credit Issuer Canadian Administrative Agent, as the case may be, in immediately available fundsfunds in Dollars or Canadian Dollars, as the case may be at the Payment Office, for the Dollar Equivalent (or Canadian Dollar amount with respect to Canadian Dollar Letters of Credit) of any payment or disbursement made by the Letter of Credit Issuer such Facing Agent under and in accordance with any Letter of Credit issued by it (each such amount so paid or disbursed until reimbursed, an "“Unpaid Drawing") ”), no later than one Business Day following after the date that the on which such Borrower receives notice from the Letter of Credit Issuer of such payment or disbursementdisbursement (if such Unpaid Drawing was in an Alternative Currency other than Canadian Dollars, then in the Dollar Equivalent amount of such Unpaid Drawing), with interest on the amount so paid or disbursed by the Letter of Credit Issuer such Facing Agent, to the extent not reimbursed prior to 1:00 P.M. 12:00 Noon (New York City time) on the date of such payment or disbursement, from and including the date paid or disbursed to but not including excluding the date the Letter of Credit Issuer such Facing Agent is reimbursed therefor by such Borrower at a rate per annum which shall be the Applicable Margin plus the (A) Base Rate as in effect from time to time plus the Applicable Base Rate Margin for Revolving Loans with respect to Multicurrency Letters of Credit in Dollars and (B) the Canadian Prime Rate plus the Applicable Canadian Prime Rate Margin for Canadian Letters of Credit, provided, however, that, anything contained in this Agreement to the contrary notwithstanding, (i) unless such Borrower shall have notified Administrative Agent or the Canadian Administrative Agent, as the case may be and the applicable Facing Agent prior to 10:00 a.m. (New York City time) on the Business Day following receipt of such notice that the applicable Facing Agent will be reimbursed for the amount of such Unpaid Drawing with funds other than the proceeds of Revolving Loans or Canadian Revolving Loans, as the case may be, such Borrower shall be deemed to have timely given a Notice of Borrowing or Notice of Canadian Borrowing, as the case may be, to Administrative Agent or the Canadian Administrative Agent, as the case may be, requesting each Multicurrency Revolving Lender or Canadian Revolving Lender, as applicable, to make Revolving Loans or Canadian Revolving Loans, as applicable, which are Base Rate Loans or Canadian Prime Rate Loans, as the case may be on the date on which such Unpaid Drawing is honored in an additional 2% per annum amount equal to the Dollar Equivalent of the amount of such Unpaid Drawing and Administrative Agent or the Canadian Administrative Agent, as the case may be, shall, if such Notice of Borrowing is deemed given, promptly notify the Lenders thereof and (ii) unless any of the events described in Section 10.1(i) shall have occurred (in which event the procedures of Section 2.10(e) shall apply), each such Multicurrency Revolving Lender or Canadian Revolving Lender, as applicable, shall, on the date such drawing is honored, make Multicurrency Revolving Loans or Canadian Revolving Loans, as applicable, which are Base Rate Loans or Canadian Prime Rate Loans in the amount of its Multicurrency Revolver Pro Rata Share or Canadian Revolver Pro Rata Share of the Dollar Equivalent of such Unpaid Drawing, the proceeds of which shall be applied directly by Administrative Agent or the Canadian Administrative Agent, as the case may be, to reimburse the applicable Facing Agent for the amount of such Unpaid Drawing; and provided, further, that, if for any reason, proceeds of Multicurrency Revolving Loans or Canadian Revolving Loans are not received by the applicable Facing Agent on such date in an amount equal to the amount of the Dollar Equivalent of such drawing, the applicable Borrower shall reimburse the applicable Facing Agent, on the Business Day immediately following the date such drawing is honored, in an amount in same day funds equal to the excess of the amount of the Dollar Equivalent of such drawing over the Dollar Equivalent of the amount of such Multicurrency Revolving Loans or Canadian Revolving Loans, if any, which are so received, plus accrued interest on such amount at the rate set forth in Section 3.1(a) or (c), as applicable; provided, however, to the extent such amounts are not reimbursed by prior to 12:00 Noon (New York City time) on the third fifth Business Day after the date the Borrower receives notice from the Letter of Credit Issuer of following such payment or disbursement), interest shall thereafter accrue on the amounts so paid or disbursed by such interest also to be payable on demand, provided that Facing Agent (and until reimbursed by the notice referred to above in this clause (aapplicable Borrower) shall 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 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 each Credit Party) and 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 for Multicurrency Letters of Credit, and the Canadian Prime Rate plus the Applicable Canadian Prime Rate Margin for Canadian Letters of Credit (in each case, plus an additional 2% per annum), such interest also to be payable on and after demand. The respective Facing Agent shall give the third Business Day following applicable Borrower prompt notice of each Drawing under any Letter of Credit, provided that the respective Drawing)failure to give any such notice shall in no way affect, impair or diminish any Credit Party’s obligations hereunder. (bii) The Borrower's obligation obligations of each Borrower under this Section 2.03 2.10(d) to reimburse the Letter of Credit Issuer respective Facing Agent with respect to Unpaid Drawings drawings on Letters of Credit (each, a “Drawing”) (including, in each case, interest thereon) shall be absolute and unconditional under any and all circumstances and irrespective of any setoff, counterclaim or defense to payment which the such Borrower may have or have had against the Letter of Credit Issuerany Facing Agent, the Administrative Agent or any Bank, including, without limitation, any defense based upon the failure of any drawing under a Letter of Credit issued by it to substantially conform to the terms Lender (including in its capacity as issuer of the Letter of Credit or as LC Participant), or any non-application or misapplication by the beneficiary of the proceeds of such drawing; providedDrawing, however, the respective Facing Agent’s only obligation to Borrowers being to confirm that the Borrower shall not any documents required to be obligated to reimburse the delivered under such Letter of Credit Issuer for appear to have been delivered and that they appear to comply on their face with the requirements of such Letter of Credit. Any action taken or omitted to be taken by any wrongful payment made by the Facing Agent under or in connection with any Letter of Credit Issuer under a Letter if taken or omitted in the absence of Credit issued by it as a result of acts gross negligence or omissions constituting willful misconduct or gross negligence on the part as determined by a final and non-appealable judgment rendered by a court of the Letter of Credit Issuercompetent jurisdiction, shall not create for such Facing Agent any resulting liability to any Borrower.

Agreement to Repay Letter of Credit Payments. (a) The Borrower -------------------------------------------- hereby agrees to reimburse the respective Letter of Credit Issuer, by making payment directly to the Letter of Credit Issuer Agent in immediately available fundsfunds at the Payment Office, for any payment or disbursement made by the such Letter of Credit Issuer under any Letter of Credit issued by it (each such amount so paid or disbursed until reimbursed, an "Unpaid Drawing") no later than one Business Day following the date that the Borrower receives notice from the Letter of Credit Issuer of such payment or disbursement, with interest on the amount so paid or disbursed by the such Letter of Credit Issuer Issuer, to the extent not reimbursed prior to 1:00 P.M. (New York time) on the date of such payment or disbursement, from and including the date paid or disbursed to but not including the date the such Letter of Credit Issuer is reimbursed 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 for Revolving Loans (plus an additional 2% per annum if not reimbursed by the third Business Day after the date the Borrower receives notice from the Letter of Credit Issuer of such payment or disbursement), such interest also to be payable on demand, provided that . Each Letter of Credit Issuer shall provide the notice referred to above in this clause (a) shall 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 such Unpaid Drawings shall be due and payable immediately without presentment, demand, protest or Borrower prompt notice of any kind (all payment or disbursement made by it under any Letter of which are hereby waived Credit issued by each Credit Partyit, although the failure of, or delay in, giving any such notice shall not release or diminish the obligations of the Borrower under this Section 2.03(a) and shall bear interest at a rate per annum which shall be the Base Rate plus the Applicable Margin for Revolving Loans (plus an additional 2% on and after the third Business Day following the respective Drawing)or under any other Section of this Agreement. (b) The Borrower's obligation under this Section 2.03 to reimburse the respective Letter of Credit Issuer with respect to Unpaid Drawings (including, in each case, interest thereon) shall be absolute and unconditional under any and all circumstances and irrespective of any setoff, counterclaim or defense to payment which the Borrower may have or have had against the such Letter of Credit Issuer, the Administrative Agent or any Bank, including, without limitation, any defense based upon the failure of any drawing under a Letter of Credit issued by it to substantially conform to the terms of the Letter of Credit or any non-non- application or misapplication by the beneficiary of the proceeds of such drawing; provided, however, that the Borrower shall not be obligated to -------- ------- reimburse the such Letter of Credit Issuer for any wrongful payment made by the such Letter of Credit Issuer under a Letter of Credit issued by it as a result of acts or omissions constituting willful misconduct or gross negligence on the part of the such Letter of Credit Issuer.

Agreement to Repay Letter of Credit Payments. (ai) The U.S. Borrower or European Borrower, as the case may be, hereby agrees to reimburse (or to cause the Letter of Credit Issuerapplicable Subsidiary Borrower to reimburse) the respective Facing Agent, by making payment directly to the Letter of Credit Issuer Administrative Agent in immediately available fundsfunds in Dollars at the Payment Office, for the Dollar Equivalent of any payment or disbursement made by the Letter of Credit Issuer such Facing Agent under and in accordance with any Letter of Credit issued by it (each such amount so paid or disbursed until reimbursed, an "“Unpaid Drawing") ”), no later than one Business Day following after the date that the on which such Borrower receives notice from the Letter of Credit Issuer of such payment or disbursementdisbursement (if such Unpaid Drawing was in an Alternative Currency, then in the Dollar Equivalent amount of such Unpaid Drawing), with interest on the amount so paid or disbursed by the Letter of Credit Issuer such Facing Agent, to the extent not reimbursed prior to 1:00 P.M. 12:00 Noon (New York City time) on the date of such payment or disbursement, from and including the date paid or disbursed to but not including excluding the date the Letter of Credit Issuer such Facing Agent is reimbursed therefor at a rate per annum which shall be the Applicable Margin plus the Base Rate as in effect from time to time for Revolving Loans (plus an additional 2% per annum if not reimbursed by the third Business Day after the date the such Borrower receives notice from the Letter of Credit Issuer of such payment or disbursement), such interest also to be payable on demand, provided that the notice referred to above in this clause (a) shall 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 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 each Credit Party) and 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, provided, however, that, anything contained in this Agreement to the contrary notwithstanding, (i) unless such Borrower shall have notified Administrative Agent and the applicable Facing Agent prior to 10:00 a.m. (New York City time) on the Business Day following receipt of such notice that the applicable Facing Agent will be reimbursed for the amount of such Unpaid Drawing with funds other than the proceeds of Revolving Loans, such Borrower shall be deemed to have timely given a Notice of Borrowing to Administrative Agent requesting each Dollar Revolving Lender to make Dollar Revolving Loans in the case of Unpaid Drawing related to a Dollar Letter of Credit or an Euro Revolving Lender to make Euro Revolving Loans in the case of Unpaid Drawing related to a Euro Letter of Credit, in each case, which are Base Rate Loans on the date on which such Unpaid Drawing is honored in an amount equal to the Dollar Equivalent of the amount of such Unpaid Drawing and Administrative Agent shall, if such Notice of Borrowing is deemed given, promptly notify the Lenders thereof and (ii) unless any of the events described in Section 10.1(i) shall have occurred (in which event the procedures of Section 2.10(e) shall apply), each such Revolving Lender shall, on the date such drawing is honored, make Dollar Revolving Loans or Euro Revolving Loans, as the case may be, which are Base Rate Loans in the amount of its Revolver Pro Rata Share of the Dollar Equivalent of such Unpaid Drawing, the proceeds of which shall be applied directly by Administrative Agent to reimburse the applicable Facing Agent for the amount of such Unpaid Drawing; and provided, further, that, if for any reason, proceeds of Revolving Loans are not received by the applicable Facing Agent on such date in an amount equal to the amount of the Dollar Equivalent of such drawing, the applicable Borrower shall reimburse the applicable Facing Agent, on the Business Day immediately following the date such drawing is honored, in an amount in same day funds equal to the excess of the amount of the Dollar Equivalent of such drawing over the Dollar Equivalent of the amount of such Revolving Loans, if any, which are so received, plus accrued interest on such amount at the rate set forth in Section 3.1(a); provided, however, to the extent such amounts are not reimbursed prior to 12:00 Noon (New York City time) on the fifth Business Day following such payment or disbursement, interest shall thereafter accrue on the amounts so paid or disbursed by such Facing Agent (and until reimbursed by the applicable 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 (plus an additional 2% per annum), such interest also to be payable on and after demand. The respective Facing Agent shall give the third Business Day following applicable Borrower prompt notice of each Drawing under any Letter of Credit, provided that the respective Drawing)failure to give any such notice shall in no way affect, impair or diminish any Credit Party’s obligations hereunder. (bii) The Borrower's obligation obligations of each Borrower under this Section 2.03 2.10(d) to reimburse the Letter of Credit Issuer respective Facing Agent with respect to Unpaid Drawings drawings on Letters of Credit (each, a “Drawing”) (including, in each case, interest thereon) shall be absolute and unconditional under any and all circumstances and irrespective of any setoff, counterclaim or defense to payment which the such Borrower may have or have had against the Letter of Credit Issuerany Facing Agent, the Administrative Agent or any Bank, including, without limitation, any defense based upon the failure of any drawing under a Letter of Credit issued by it to substantially conform to the terms Lender (including in its capacity as issuer of the Letter of Credit or as LC Participant), or any non-application or misapplication by the beneficiary of the proceeds of such drawing; providedDrawing, however, the respective Facing Agent’s only obligation to Borrowers being to confirm that the Borrower shall not any documents required to be obligated to reimburse the delivered under such Letter of Credit Issuer for appear to have been delivered and that they appear to comply on their face with the requirements of such Letter of Credit. Any action taken or omitted to be taken by any wrongful payment made by the Facing Agent under or in connection with any Letter of Credit Issuer under a Letter if taken or omitted in the absence of Credit issued by it as a result of acts gross negligence or omissions constituting willful misconduct or gross negligence on the part as determined by a final and non-appealable judgment rendered by a court of the Letter of Credit Issuercompetent jurisdiction, shall not create for such Facing Agent any resulting liability to any Borrower.

Agreement to Repay Letter of Credit Payments. (a) The Borrower hereby agrees to reimburse the Letter of Credit Issuer, by making payment directly to the Letter of Credit Issuer Agent in immediately available fundsfunds at the Payment Office, for any payment or disbursement made by the Letter of Credit Issuer under any Letter of Credit issued by it (each such amount so paid or disbursed until reimbursed, an "Unpaid Drawing") no later than one Business Day following the date that the Borrower receives notice from the Letter of Credit Issuer of such payment or disbursement, with interest on the amount so paid or disbursed by the Letter of Credit Issuer Issuer, to the extent not reimbursed prior to 1:00 P.M. (New York time) on the date of such payment or disbursement, from and including the date paid or disbursed to but not including the date the Letter of Credit Issuer is reimbursed 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 for Revolving Loans (plus an additional 2% per annum if not reimbursed by the third Business Day after the date the Borrower receives notice from the Letter of Credit Issuer of such payment or disbursement), such interest also to be payable on demand, provided that . The Letter of Credit Issuer shall provide the notice referred to above in this clause (a) shall 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 such Unpaid Drawings shall be due and payable immediately without presentment, demand, protest or Borrower prompt notice of any kind (all payment or disbursement made by it under any Letter of which are hereby waived by each Credit PartyCredit, although the failure of, or delay in, giving any such notice shall not release or diminish the obligations of the Borrower under this Section 2.03(a) and shall bear interest at a rate per annum which shall be the Base Rate plus the Applicable Margin for Revolving Loans (plus an additional 2% on and after the third Business Day following the respective Drawing)or under any other Section of this Agreement. (b) The Borrower's obligation under this Section 2.03 to reimburse the Letter of Credit Issuer with respect to Unpaid Drawings (including, in each case, interest thereon) shall be absolute and unconditional under any and all circumstances and irrespective of any setoff, counterclaim or defense to payment which the Borrower or any of its Subsidiaries may have or have had against the Letter of Credit Issuer, the Administrative Agent or any Bank, including, without limitation, any defense based upon the failure of any drawing under a Letter of Credit issued by it to substantially conform to the terms of the Letter of Credit or any non-non- application or misapplication by the beneficiary of the proceeds of such drawing; provided, however, that the Borrower shall not be obligated to reimburse the Letter of Credit Issuer for any wrongful payment made by the Letter of Credit Issuer under a Letter of Credit issued by it as a result of acts or omissions constituting willful misconduct or gross negligence as determined by a court of competent jurisdiction on the part of the Letter of Credit Issuer.

Agreement to Repay Letter of Credit Payments. (ai) The Borrower Company hereby agrees to reimburse (or cause the Letter of Credit Issuerapplicable Borrower to reimburse) the respective Facing Agent, by making payment directly to the Letter of Credit Issuer Administrative Agent in immediately available fundsfunds in Dollars at the Payment Office, for any payment or disbursement made by the Letter of Credit Issuer such Facing Agent under and in accordance with any Letter of Credit issued by it (each such amount so paid or disbursed until reimbursed, an "“Unpaid Drawing") ”), no later than one Business Day following after the date that the Borrower on which Company receives notice from the Letter of Credit Issuer of such payment or disbursementdisbursement (if such Unpaid Drawing was in an Alternative Currency, then in the Dollar Equivalent amount of such Unpaid Drawing), with interest on the amount so paid or disbursed by the Letter of Credit Issuer such Facing Agent, to the extent not reimbursed prior to 1:00 P.M. 12:00 Noon (New York City time) on the date of such payment or disbursement, from and including the date paid or disbursed to but not including excluding the date the Letter of Credit Issuer such Facing Agent is reimbursed therefor at a rate per annum which shall be the Applicable Margin plus the Base Rate as in effect from time to time for Revolving Loans (plus an additional 2% per annum if not reimbursed by the third Business Day after the date the Borrower receives notice from the Letter of Credit Issuer of such payment or disbursement), such interest also to be payable on demand, provided that the notice referred to above in this clause (a) shall 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 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 each Credit Party) and shall bear interest Company at a rate per annum which shall be the Base Rate in effect from time to time plus the Applicable Margin Base Rate Margin; provided, however, that, anything contained in this Agreement to the contrary notwithstanding, (i) unless Company shall have notified Administrative Agent and the applicable Facing Agent prior to 10:00 a.m. (New York City time) on the Business Day following receipt of such notice that the applicable Facing Agent will be reimbursed for the amount of such Unpaid Drawing with funds other than the proceeds of Multicurrency Revolving Loans, Company shall be deemed to have timely given a Notice of Borrowing to Administrative Agent requesting each Multicurrency Revolving Lender to make Multicurrency Revolving Loans which are Base Rate Loans on the date on which such Unpaid Drawing is honored in an amount equal to the Dollar Equivalent of the amount of such Unpaid Drawing and Administrative Agent shall, if such Notice of Borrowing is deemed given, promptly notify the Lenders thereof and (ii) unless any of the events described in Section 10.1(e) or 10.1(f) shall have occurred (in which event the procedures of Section 2.10(e) shall apply), each such Multicurrency Revolving Lender shall, on the date such drawing is honored, make Multicurrency Revolving Loans which are Base Rate Loans in the amount of its Multicurrency Revolver Pro Rata Share of the Dollar Equivalent of such Unpaid Drawing, the proceeds of which shall be applied directly by Administrative Agent to reimburse the applicable Facing Agent for the amount of such Unpaid Drawing; and provided, further, that, if for any reason, proceeds of Multicurrency Revolving Loans are not received by the applicable Facing Agent on such date in an amount equal to the amount of the Dollar Equivalent of such drawing, the applicable Borrower shall reimburse the applicable Facing Agent, on the Business Day immediately following the date such drawing is honored, in an amount in same day funds equal to the excess of the amount of the Dollar Equivalent of such drawing over the Dollar Equivalent of the amount of such Multicurrency Revolving Loans, if any, which are so received, plus accrued interest on such amount at the rate set forth in Section 3.1(a); provided, however, to the extent such amounts are not reimbursed prior to 12:00 Noon (New York City time) on the fifth Business Day following such payment or disbursement, interest shall thereafter accrue on the amounts so paid or disbursed by such Facing Agent (and until reimbursed by Company) at a rate per annum which shall be the Base Rate in effect from time to time plus the Applicable Base Rate Margin plus an additional 2% per annum, such interest also to be payable on and after demand. The respective Facing Agent shall give Company prompt notice of each Drawing under any Letter of Credit, provided that, the third Business Day following the respective Drawing)failure to give any such notice shall in no way affect, impair or diminish Company’s obligations hereunder. (bii) The Borrower's obligation Obligations of Company under this Section 2.03 2.10(d) to reimburse the Letter of Credit Issuer respective Facing Agent with respect to Unpaid Drawings drawings on Letters of Credit (each, a “Drawing”) (including, in each case, interest thereon) shall be absolute and unconditional under any and all circumstances and irrespective of any setoff, counterclaim or defense to payment which the any Borrower may have or have had against the Letter of Credit Issuerany Facing Agent, the Administrative Agent or any Bank, including, without limitation, any defense based upon the failure of any drawing under a Letter of Credit issued by it to substantially conform to the terms Lender (including in its capacity as issuer of the Letter of Credit or as LC Participant), or any non-application or misapplication by the beneficiary of the proceeds of such drawing; providedDrawing, however, the respective Facing Agent’s only obligation to Borrowers being to confirm that the Borrower shall not any documents required to be obligated to reimburse the delivered under such Letter of Credit Issuer for appear to have been delivered and that they appear to comply on their face with the requirements of such Letter of Credit. Any action taken or omitted to be taken by any wrongful payment made by the Facing Agent under or in connection with any Letter of Credit Issuer under if taken or omitted in the absence of a Letter bad faith breach of Credit issued by it as a result of acts its material obligations hereunder, gross negligence or omissions constituting willful misconduct or gross negligence on the part as determined by a final and non-appealable judgment rendered by a court of the Letter of Credit Issuercompetent jurisdiction, shall not create for such Facing Agent any resulting liability to any Borrower.

Agreement to Repay Letter of Credit Payments. (a) The Borrower hereby agrees to reimburse the each Letter of Credit Issuer, by making payment directly to the Letter of Credit Issuer in immediately available fundsAdministrative Agent at the Payment Office, for any payment or disbursement made by the such Letter of Credit Issuer under any Letter of Credit issued by it (each such amount so paid or disbursed until reimbursed, an "Unpaid Drawing") no later than within one Business Day following of the date that the on which Borrower receives notice from the is notified by such Letter of Credit Issuer of such payment or disbursement, disbursement with interest on the amount so paid or disbursed by the such Letter of Credit Issuer Issuer, to the extent not reimbursed prior to 1:00 P.M. (New York time) on the date of such payment or disbursement, from and including the date paid or disbursed to but not including the date the such Letter of Credit Issuer is reimbursed therefor at a rate per annum which shall be equal to the Applicable Margin plus sum of the Base Rate as in effect from time to time for Revolving Loans plus the Applicable Base Rate Margin (plus an additional 2% per annum if not reimbursed by the third fourth Business Day after the date the Borrower receives notice from the Letter of Credit Issuer of such notice of payment or disbursement), such interest also to be payable on demand, provided that the notice referred to above in this clause (a) shall 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 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 each Credit Party) and shall bear interest at a rate per annum which shall be the Base Rate plus the Applicable Margin for Revolving Loans (plus an additional 2% on and after the third Business Day following the respective Drawing). (b) The Borrower's obligation under this Section 2.03 2.04 to reimburse the respective Letter of Credit Issuer with respect to Unpaid Drawings (including, in each case, interest thereon) shall be absolute and unconditional under any and all circumstances and irrespective of any setoff, counterclaim or defense to payment which the Borrower may have or have had against the such Letter of Credit Issuer, the Administrative Agent or any Bank, including, without limitation, any defense based upon the failure of any drawing under a Letter of Credit issued by it to substantially conform to the terms of the Letter of Credit (other than the failure of the respective Letter of Credit Issuer to determine that any documents required to be delivered under such Letter of Credit have been delivered and that they substantially comply on their face with the requirements of such Letter of Credit) or any non-application or misapplication by the beneficiary of the proceeds of such drawing; provided, however, that the Borrower shall not be obligated to reimburse the any Letter of Credit Issuer for any wrongful payment made by the such Letter of Credit Issuer under a Letter of Credit issued by it as a result of acts or omissions constituting willful misconduct or gross negligence on the part of the such Letter of Credit IssuerIssuer as determined by a court of competent jurisdiction.

Agreement to Repay Letter of Credit Payments. (a) The Borrower -------------------------------------------- hereby agrees to reimburse the Letter of Credit Issuerrespective Issuing Bank, by making payment directly to the Letter of Credit Issuer Administrative Agent in immediately available fundsfunds at the Payment Office, for any payment or disbursement made by the Letter of Credit Issuer it under any Letter of Credit issued by it (each such amount amount, so paid or disbursed until reimbursed, an "Unpaid Drawing") ), no later than one -------------- Business Day following after the date that the Borrower receives notice from the Letter of Credit Issuer of such payment or disbursement, with interest on the amount so paid or disbursed by the Letter of Credit Issuer such Issuing Bank, to the extent not reimbursed prior to 1:00 P.M. 12:00 Noon (New York time) on the date of such payment or disbursement, from and including the date paid or disbursed to but not including excluding the date the Letter of Credit Issuer is reimbursed therefor at a rate per annum which shall be the Applicable Margin plus the Base Rate as in effect from time to time for Revolving Loans (plus an additional 2% per annum if not such Issuing Bank was reimbursed by the third Business Day after the date the Borrower receives notice from the Letter of Credit Issuer of such payment or disbursement), such interest also to be payable on demand, provided that the notice referred to above in this clause (a) shall 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 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 each Credit Party) and shall bear interest 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 Base Rate Loans; provided, -------- however, to the extent such amounts are not reimbursed prior to 12:00 Noon (plus an additional 2% New ------- York time) on and after the third Business Day following such payment or disbursement, interest shall thereafter accrue on the amounts so paid or disbursed by such Issuing 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 plus 2%, in each such case, with interest to be payable on demand. The respective Drawing)Issuing 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 obligations hereunder. (b) The Borrower's obligation obligations of the Borrower under this Section 2.03 2.04 to reimburse the Letter of Credit Issuer respective Issuing Bank with respect to Unpaid Drawings drawings on Letters of Credit (each, a "Drawing") (including, in each case, interest thereon) shall be ------- absolute and unconditional under any and all circumstances and irrespective of any setoffset-off, counterclaim or defense to payment which the Borrower may have or have had against the Letter of Credit Issuer, the Administrative Agent or any Bank, including, without limitation, any defense based upon the failure of any drawing under a Letter of Credit issued by it to substantially conform to the terms Bank (including in its capacity as issuer of the Letter of Credit or as Participant), or any non-application nonapplication or misapplication by the beneficiary of the proceeds of such drawing; providedDrawing, however, that the respective Issuing Bank's only obligation to the Borrower shall not being to confirm that any documents required to be obligated to reimburse the delivered under such Letter of Credit Issuer for appear to have been delivered and that they appear to comply on their face with the requirements of such Letter of Credit. Any action taken or omitted to be taken by any wrongful payment made by the Issuing Bank under or in connection with any Letter of Credit Issuer under a Letter if taken or omitted in the absence of Credit issued by it as a result of acts or omissions constituting willful misconduct or gross negligence on or willful misconduct, shall not create for such Issuing Bank any resulting liability to the part of the Letter of Credit IssuerBorrower.

Agreement to Repay Letter of Credit Payments. (a) The Borrower -------------------------------------------- hereby agrees to reimburse the respective Letter of Credit Issuer, by making payment directly to the Letter of Credit Issuer Agent in immediately available fundsfunds at the Payment Office, for any payment or disbursement made by the such Letter of Credit Issuer under any Letter of Credit issued by it (each such amount so paid or disbursed until reimbursed, an "Unpaid Drawing") no later than one Business Day following the date that the Borrower receives notice from the Letter of Credit Issuer of such payment or disbursement, with interest on the amount so paid or disbursed by the such Letter of Credit Issuer Issuer, to the extent not reimbursed prior to 1:00 P.M. (New York time) on the date of such payment or disbursement, from and including the date paid or disbursed to but not including the date the such Letter of Credit Issuer is reimbursed 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 for Revolving Loans (plus an additional 2% per annum if not reimbursed by the third Business Day after the date the Borrower receives notice from the Letter of Credit Issuer of such payment or disbursement), such interest also to be payable on demand, provided that . Each Letter of Credit Issuer shall provide the notice referred to above in this clause (a) shall 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 such Unpaid Drawings shall be due and payable immediately without presentment, demand, protest or Borrower prompt notice of any kind (all payment or disbursement made by it under any Letter of which are hereby waived Credit issued by each Credit Partyit, although the failure of, or delay in, giving any such notice shall not release or diminish the obligations of the Borrower under this Section 2.03(a) and shall bear interest at a rate per annum which shall be the Base Rate plus the Applicable Margin for Revolving Loans (plus an additional 2% on and after the third Business Day following the respective Drawing)or under any other Section of this Agreement. (b) The Borrower's obligation under this Section 2.03 to reimburse the respective Letter of Credit Issuer with respect to Unpaid Drawings (including, in each case, interest thereon) shall be absolute and unconditional under any and all circumstances and irrespective of any setoff, counterclaim or defense to payment which the Borrower may have or have had against the such Letter of Credit Issuer, the Administrative Agent or any Bank, including, without limitation, any defense based upon the failure of any drawing under a Letter of Credit issued by it to substantially conform to the terms of the Letter of Credit or any non-application nonapplication or misapplication by the beneficiary of the proceeds of such drawing; provided, however, that the Borrower shall not be obligated to -------- ------- reimburse the such Letter of Credit Issuer for any wrongful payment made by the such Letter of Credit Issuer under a Letter of Credit issued by it as a result of acts or omissions constituting willful misconduct or gross negligence on the part of the such Letter of Credit Issuer.

Agreement to Repay Letter of Credit Payments. (a) The Borrower hereby agrees to reimburse the Letter of Credit Issuerrespective Issuing Bank, by making payment directly to the Letter of Credit Issuer Administrative Agent in immediately available fundsfunds at the Payment Office, for any payment or disbursement made by the Letter of Credit Issuer it under any Letter of Credit issued by it (each such amount amount, so paid or disbursed until reimbursed, an "Unpaid Drawing") ), no later than one Business Day following after the date that the Borrower receives notice from the Letter of Credit Issuer of such payment or disbursement, with interest on the amount so paid or disbursed by the Letter of Credit Issuer such Issuing Bank, to the extent not reimbursed prior to 1:00 P.M. 12:00 Noon (New York time) on the date of such payment or disbursement, from and including the date paid or disbursed to but not including excluding the date the Letter of Credit Issuer is reimbursed therefor at a rate per annum which shall be the Applicable Margin plus the Base Rate as in effect from time to time for Revolving Loans (plus an additional 2% per annum if not such Issuing Bank was reimbursed by the third Business Day after the date the Borrower receives notice from the Letter of Credit Issuer of such payment or disbursement), such interest also to be payable on demand, provided that the notice referred to above in this clause (a) shall 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 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 each Credit Party) and shall bear interest 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 Loans; provided, however, to the extent such amounts are not reimbursed prior to 12:00 Noon (plus an additional 2% New York time) on and after the third Business Day following such payment or disbursement, interest shall thereafter accrue on the amounts so paid or disbursed by such Issuing 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 plus 2%, in each such case, with interest to be payable on demand. The respective Drawing)Issuing 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 obligations hereunder. (b) The Borrower's obligation obligations of the Borrower under this Section 2.03 2.04 to reimburse the Letter of Credit Issuer respective Issuing Bank with respect to Unpaid Drawings drawings on Letters of Credit (each, a "Drawing") (including, in each case, interest thereon) shall be absolute and unconditional under any and all circumstances and irrespective of any setoffset-off, counterclaim or defense to payment which the Borrower may have or have had against the Letter of Credit Issuer, the Administrative Agent or any Bank, including, without limitation, any defense based upon the failure of any drawing under a Letter of Credit issued by it to substantially conform to the terms Bank (including in its capacity as issuer of the Letter of Credit or as Participant), or any non-application nonapplication or misapplication by the beneficiary of the proceeds of such drawing; providedDrawing, however, that the respective Issuing Bank's only obligation to the Borrower shall not being to confirm that any documents required to be obligated to reimburse the delivered under such Letter of Credit Issuer for appear to have been delivered and that they appear to comply on their face with the requirements of such Letter of Credit. Any action taken or omitted to be taken by any wrongful payment made by the Issuing Bank under or in connection with any Letter of Credit Issuer under a Letter if taken or omitted in the absence of Credit issued by it as a result of acts or omissions constituting willful misconduct or gross negligence on or willful misconduct, as determined by a court of competent jurisdiction, shall not create for such Issuing Bank any resulting liability to the part of the Letter of Credit IssuerBorrower.

Agreement to Repay Letter of Credit Payments. (ai) The applicable Borrower hereby agrees to reimburse the Letter of Credit Issuerrespective Facing Agent, by making payment directly to the Letter of Credit Issuer Administrative Agent in immediately available fundsfunds in Dollars (or if such Unpaid Drawing was in an Alternative Currency, then in such Alternative Currency or, at the option of such Borrower, the Dollar Equivalent amount of such Unpaid Drawing in Dollars) at the Notice Address, for any payment or disbursement made by the Letter of Credit Issuer such Facing Agent under and in accordance with any Letter of Credit issued by it (each such amount so paid or disbursed until reimbursed, an "“Unpaid Drawing") ”), no later than one 1 Business Day following after the date that on which Company and the applicable Borrower receives notice from the Letter of Credit Issuer of such payment or disbursementdisbursement (the “Honor Date”), together with interest on the amount so paid or disbursed by the Letter of Credit Issuer such Facing Agent, to the extent not reimbursed prior to 1:00 P.M. 12:00 Noon (New York City time) on the date of such payment or disbursement, from and including the date paid or disbursed by such Facing Agent to but not including excluding the date the Letter of Credit Issuer such Facing Agent is reimbursed therefor at a rate per annum which shall be the Applicable Margin plus the Base Rate as in effect from time to time for Revolving Loans (plus an additional 2% per annum if not reimbursed by the third Business Day after the date the applicable Borrower receives notice from the Letter of Credit Issuer of such payment or disbursement), such interest also to be payable on demand, provided that the notice referred to above in this clause (a) shall 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 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 each Credit Party) and shall bear interest at a rate per annum which shall be the Base Rate in effect from time to time plus the Applicable Margin Base Rate Margin; provided, however, that anything contained in this Agreement to the contrary notwithstanding, (i) unless Company or the applicable Borrower shall have notified the Administrative Agent and the applicable Facing Agent prior to 10:00 a.m. (New York City time) on the Honor Date that the applicable Facing Agent will be reimbursed for the amount of such Unpaid Drawing with funds other than the proceeds of Multicurrency Revolving Loans, the applicable Borrower shall be deemed to have timely given a Notice of Borrowing to the Administrative Agent requesting each Multicurrency Revolving Lender to make Multicurrency Revolving Loans which are Base Rate Loans on the Honor Date in an amount equal to the Dollar Equivalent of the amount of such Unpaid Drawing and the Administrative Agent shall, if such Notice of Borrowing is deemed given, promptly notify the Lenders thereof and (ii) unless any of the events described in Section 10.1(e) or 10.1(f) shall have occurred and be continuing (in which event the procedures of Section 2.10(e) shall apply), each such Multicurrency Revolving Lender shall, on the Honor Date, make Multicurrency Revolving Loans which are Base Rate Loans in the amount of its Multicurrency Revolver Pro Rata Share of the Dollar Equivalent of such Unpaid Drawing, the proceeds of which shall be applied directly by the Administrative Agent to reimburse the applicable Facing Agent for the amount of such Unpaid Drawing; and provided, further, that if for any reason, proceeds of Multicurrency Revolving Loans are not received by the applicable Facing Agent on the Honor Date in an amount equal to the amount of the Dollar Equivalent of such Unpaid Drawing, the applicable Borrower shall reimburse the applicable Facing Agent, on the Business Day immediately following the Honor Date, in an amount in Same Day Funds equal to the excess of the amount of the Dollar Equivalent of such Unpaid Drawing over the Dollar Equivalent of the amount of such Multicurrency Revolving Loans, if any, which were so received, plus accrued interest on such amount at the rate set forth in Section 3.1(a); provided, however, that to the extent such amounts are not reimbursed prior to 12:00 Noon (New York City time) on the fifth Business Day following the date of payment or disbursement by the applicable Facing Agent, interest shall thereafter accrue on the amounts so paid or disbursed by such Facing Agent (and until reimbursed by the applicable Borrower) at a rate per annum which shall be the Base Rate in effect from time to time plus the Applicable Base Rate Margin plus an additional 2% per annum, such interest also to be payable on demand. The respective Facing Agent shall give Company and after the third Business Day following applicable Borrower prompt written notice of each Drawing under any Letter of Credit; provided that the respective Drawing)failure to give any such notice shall in no way affect, impair or diminish Company’s or any other Borrower’s obligations hereunder. (bii) The Borrower's obligation Obligations of the applicable Borrower under this Section 2.03 2.10(d) to reimburse the Letter of Credit Issuer respective Facing Agent with respect to Unpaid Drawings drawings on Letters of Credit (each, a “Drawing”) (including, in each case, interest thereon) shall be absolute and unconditional under any and all circumstances and (including irrespective of: (A) any lack of validity or enforceability of this Agreement or any of the other Loan Documents; (B) the existence of any claim, setoff, counterclaim defense or other defense to payment which the any Borrower may have or have had at any time against the a beneficiary named in a Letter of Credit, any transferee of any Letter of Credit Issuer(or any Person for whom any such transferee may be acting), the Administrative Agent Agent, the Collateral Agent, the Facing Agent, any LC Participant, or any Bankother Person, including, without limitationwhether in connection with this Agreement, any defense based upon the failure of any drawing under a Letter of Credit issued by it to substantially conform to Credit, the terms of transactions contemplated herein or any unrelated transactions (including any underlying transaction between any Borrower and the beneficiary named in any such Letter of Credit or Credit); (C) any non-application or misapplication mis-application by the beneficiary of the proceeds of such drawing; providedDrawing; (D) any draft, however, that the Borrower shall not be obligated to reimburse the certificate or any other document presented under any Letter of Credit Issuer proving to be forged, fraudulent, invalid or insufficient in any respect to any statement therein being untrue or inaccurate in any respect; or (E) the surrender or impairment of any security for the performance or observance of any wrongful payment made by of the terms of any of the Loan Documents, the respective Facing Agent’s only obligation to such Borrower being to confirm that any documents required to be delivered under such Letter of Credit Issuer appear to have been delivered and that they appear to comply on their face with the requirements of such Letter of Credit. Any action taken or omitted to be taken by any Facing Agent under a or in connection with any Letter of Credit issued by it as if taken or omitted in the absence of a result bad faith breach of acts its material obligations hereunder, gross negligence or omissions constituting willful misconduct as determined by a final and non-appealable judgment rendered by a court of competent jurisdiction, shall not create for such Facing Agent any resulting liability to Company or gross negligence on the part of the Letter of Credit Issuerany Lender.

Agreement to Repay Letter of Credit Payments. (ai) The Borrower Company hereby agrees to reimburse the Letter of Credit Issuerrespective Facing Agent, by making payment directly to the Letter of Credit Issuer Facing Agent in immediately available fundsfunds at the Payment Office, for any payment or disbursement made by the Letter of Credit Issuer such Facing Agent under any Letter of Credit issued by it (each such amount so paid or disbursed until reimbursed, an "Unpaid Drawing") ), no later than one the Business Day following the date that the Borrower receives notice from the Letter of Credit Issuer of such payment or disbursement, with interest on the amount so paid or disbursed by the Letter of Credit Issuer such Facing Agent, to the extent not reimbursed prior to 1:00 P.M. 12:00 Noon (New York City time) on the date of such payment or disbursement, from and including the date paid or disbursed to but not including excluding the date the Letter of Credit Issuer such Facing Agent is reimbursed therefor at a rate per annum which shall be the Applicable Margin plus the Base Rate as in effect from time to time for Revolving Loans (plus an additional 2% per annum if not reimbursed by the third Business Day after the date the Borrower receives notice from the Letter of Credit Issuer of such payment or disbursement), such interest also to be payable on demand, provided that the notice referred to above in this clause (a) shall 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 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 each Credit Party) and shall bear interest Company at a rate per annum which shall be the Base Rate plus in effect from time to time, provided, however, to the Applicable Margin for Revolving Loans extent such amounts are not reimbursed prior to 12:00 Noon (plus an additional 2% New York City time) on and after the third first Business Day following such payment or disbursement, interest shall thereafter accrue on the amounts so paid or disbursed by such Facing Agent (and until reimbursed by the Company) at a rate per annum which shall be the Base Rate in effect from time to time plus 2% per annum, such interest also to be payable on demand. The respective Drawing)Facing Agent shall give the 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 Company's obligations hereunder. (bii) The Borrower's obligation Obligations of the Company under this Section 2.03 2.10(d) to reimburse the Letter of Credit Issuer respective Facing Agent with respect to Unpaid Drawings drawings on Letters of Credit (each, a "Drawing") (including, in each case, interest thereon) shall be absolute and unconditional under any and all circumstances and irrespective of any setoff, counterclaim or defense to payment which the Borrower Company may have or have had against the Letter of Credit Issuerany Facing Agent, the Administrative Agent or any Bank, including, without limitation, any defense based upon the failure of any drawing under a Letter of Credit issued by it to substantially conform to the terms Lender (including in its capacity as issuer of the Letter of Credit or as an LC Participant), or any non-application nonapplication or misapplication by the beneficiary of the proceeds of such drawing; providedDrawing, however, the respective Facing Agent's only obligation to the Company being to confirm that the Borrower shall not any documents required to be obligated to reimburse the delivered under such Letter of Credit Issuer for appear to have been delivered and that they appear to substantially comply on their face with the requirements of such Letter of Credit. Any action taken or omitted to be taken by any wrongful payment made by the Facing Agent under or in connection with any Letter of Credit Issuer under a Letter if taken or omitted in the absence of Credit issued by it as a result of acts gross negligence or omissions constituting willful misconduct or gross negligence on as determined by a court of competent jurisdiction, shall not create for such Facing Agent any resulting liability to the part of the Letter of Credit IssuerCompany.

Agreement to Repay Letter of Credit Payments. (ai) The Borrower Company hereby agrees to reimburse (or cause the Letter of Credit Issuerapplicable Borrower to reimburse) the respective Facing Agent, by making payment directly to the Letter of Credit Issuer Administrative Agent in immediately available fundsfunds in Dollars at the Payment Office, for any payment or disbursement made by the Letter of Credit Issuer such Facing Agent under and in accordance with any Letter of Credit issued by it (each such amount so paid or disbursed until reimbursed, an "“Unpaid Drawing") ”), no later than one Business Day following after the date that the Borrower on which Company receives notice from the Letter of Credit Issuer of such payment or disbursementdisbursement (if such Unpaid Drawing was in an Alternative Currency, then in the Dollar Equivalent amount of such Unpaid Drawing), with interest on the amount so paid or disbursed by the Letter of Credit Issuer such Facing Agent, to the extent not reimbursed prior to 1:00 P.M. 12:00 Noon (New York City time) on the date of such payment or disbursement, from and including the date paid or disbursed to but not including excluding the date the Letter of Credit Issuer such Facing Agent is reimbursed therefor at a rate per annum which shall be the Applicable Margin plus the Base Rate as in effect from time to time for Revolving Loans (plus an additional 2% per annum if not reimbursed by the third Business Day after the date the Borrower receives notice from the Letter of Credit Issuer of such payment or disbursement), such interest also to be payable on demand, provided that the notice referred to above in this clause (a) shall 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 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 each Credit Party) and shall bear interest Company at a rate per annum which shall be the Base Rate in effect from time to time plus the Applicable Margin Base Rate Margin; provided, however, that, anything contained in this Agreement to the contrary notwithstanding, (i) unless Company shall have notified Administrative Agent and the applicable Facing Agent prior to 10:00 a.m. (New York City time) on the Business Day following receipt of such notice that the applicable Facing Agent will be reimbursed for the amount of such Unpaid Drawing with funds other than the proceeds of Multicurrency Revolving Loans, Company shall be deemed to have timely given a Notice of Borrowing to Administrative Agent requesting each Multicurrency Revolving Lender to make Multicurrency Revolving Loans which are Base Rate Loans on the date on which such Unpaid Drawing is honored in an amount equal to the Dollar Equivalent of the amount of such Unpaid Drawing and Administrative Agent shall, if such Notice of Borrowing is deemed given, promptly notify the Lenders thereof and (ii) unless any of the events described in Section 10.1(e) or 10.1(f) shall have occurred (in which event the procedures of Section 2.10(e) shall apply), each such Multicurrency Revolving Lender shall, on the date such drawing is honored, make Multicurrency Revolving Loans which are Base Rate Loans in the amount of its Multicurrency Revolver Pro Rata Share of the Dollar Equivalent of such Unpaid Drawing, the proceeds of which shall be applied directly by Administrative Agent to reimburse the applicable Facing Agent for the amount of such Unpaid Drawing; and provided, further, that, if for any reason, proceeds of Multicurrency Revolving Loans are not received by the applicable Facing Agent on such date in an amount equal to the amount of the Dollar Equivalent of such drawing, the applicable Borrower shall reimburse the applicable Facing Agent, on the Business Day immediately following the date such drawing is honored, in an amount in same day funds equal to the excess of the amount of the Dollar Equivalent of such drawing over the Dollar Equivalent of the amount of such Multicurrency Revolving Loans, if any, which are so received, plus accrued interest on such amount at the rate set forth in Section 3.1(a); provided, however, to the extent such amounts are not reimbursed prior to 12:00 Noon (New York City time) on the fifth Business Day following such payment or disbursement, interest shall thereafter accrue on the amounts so paid or disbursed by such Facing Agent (and until reimbursed by Company) at a rate per annum which shall be the Base Rate in effect from time to time plus the Applicable Base Rate Margin plus an additional 2% per annum, such interest also to be payable on and after demand. The respective Facing Agent shall give Company prompt notice of each Drawing under any Letter of Credit, provided that, the third Business Day following the respective Drawing)failure to give any such notice shall in no way affect, impair or diminish Company’s obligations hereunder. (bii) The Borrower's obligation Obligations of Company under this Section 2.03 2.10(d) to reimburse the Letter of Credit Issuer respective Facing Agent with respect to Unpaid Drawings drawings on Letters of Credit (each, a “Drawing”) (including, in each case, interest thereon) shall be absolute and unconditional under any and all circumstances and irrespective of any setoff, counterclaim or defense to payment which the any Borrower may have or have had against the Letter of Credit Issuerany Facing Agent, the Administrative Agent or any Bank, including, without limitation, any defense based upon the failure of any drawing under a Letter of Credit issued by it to substantially conform to the terms Lender (including in its capacity as issuer of the Letter of Credit or as LC Participant), or any non-application or misapplication by the beneficiary of the proceeds of such drawing; providedDrawing, however, the respective Facing Agent’s only obligation to Borrowers being to confirm that the Borrower shall not any documents required to be obligated to reimburse the delivered under such Letter of Credit Issuer for appear to have been delivered and that they appear to comply on their face with the requirements of such Letter of Credit. Any action taken or omitted to be taken by any wrongful payment made by the Facing Agent under or in connection with any Letter of Credit Issuer under a Letter if taken or omitted in the absence of Credit issued by it as a result of acts gross negligence or omissions constituting willful misconduct or gross negligence on the part as determined by a final and non-appealable judgment rendered by a court of the Letter of Credit Issuercompetent jurisdiction, shall not create for such Facing Agent any resulting liability to any Borrower.

Agreement to Repay Letter of Credit Payments. (a) The Borrower hereby agrees to reimburse the Letter of Credit Issuer, by making payment directly to the Letter of Credit Issuer in immediately available fundsAdministrative Agent at the Payment Office, for any payment or disbursement made by the Letter of Credit Issuer under any Letter of Credit, which amount, in the case of any Letter of Credit issued denominated in a currency other than Dollars, shall be the Dollar Equivalent of any such payment calculated as of the date of such payment or disbursement by it the respective Letter of Credit Issuer (or, if greater, the date of such payment to the Administrative Agent) (each such amount so paid or disbursed until reimbursed, an "Unpaid Drawing") no later than one Business Day following promptly on the date that on which the Borrower receives notice from is notified by the Letter of Credit Issuer of such payment or disbursement, with interest on the amount so paid or disbursed by the Letter of Credit Issuer Issuer, to the extent not reimbursed prior to 1:00 P.M. (New York time) on the date of such payment or disbursement, from and including the date paid or disbursed to but not including the date the Letter of Credit Issuer is reimbursed therefor at a rate per annum which shall be the Applicable Margin plus the Base Rate as in effect from time to time for Revolving Loans (plus an additional 2% per annum if not reimbursed by the third Business Day after the date the Borrower receives notice from the Letter of Credit Issuer of such notice of payment or disbursement), such interest also to be payable on demand. Upon any draft or other demand for payment under any Letter of Credit, provided that the respective Letter of Credit Issuer shall promptly provide notice referred thereof to above in this clause (a) the Administrative Agent, whereupon the Borrower shall not be required automatically deemed to have requested a Borrowing of Base Rate Loans to be given if made on the later of (i) the first date upon which a Default or an Event of Default under Borrowing may be made in accordance with Section 9.05 shall have occurred and be continuing, in which case such Unpaid Drawings shall be due and payable immediately without presentment, demand, protest or notice of any kind 1.03 (all of which are hereby waived by each Credit Party) and shall bear interest at a rate per annum which shall be with the Base Rate plus the Applicable Margin for Revolving Loans (plus an additional 2% on and after the third Business Day following the respective Drawing).giving of (b) The Borrower's obligation under this Section 2.03 2.04 to reimburse the Letter of Credit Issuer with respect to Unpaid Drawings (including, in each case, interest thereon) shall be absolute and unconditional under any and all circumstances and irrespective of any setoff, counterclaim or defense to payment which the Borrower may have or have had against the Letter of Credit Issuer, the Administrative Agent or any BankLender, including, without limitation, any defense based upon the failure of any drawing under a Letter of Credit issued by it to substantially conform to the terms of the Letter of Credit (other than the failure of the Letter of Credit Issuer to determine that any documents required to be delivered under such Letter of Credit have been delivered and that they substantially comply on their face with the requirements of the Letter of Credit) or any non-application or misapplication by the beneficiary of the proceeds of such drawing; provided, however, that the Borrower shall not be obligated to reimburse the Letter of Credit Issuer for any wrongful payment made by the Letter of Credit Issuer under a Letter of Credit issued by it as a result of acts or omissions constituting willful misconduct or gross negligence on the part of the Letter of Credit Issuer.

Agreement to Repay Letter of Credit Payments. (a) The Borrower hereby agrees to reimburse the Letter of Credit Issuer, by making payment directly to the Letter of Credit Issuer in immediately available fundsAdministrative Agent at the Payment Office, for any payment or disbursement made by the Letter of Credit Issuer under any Letter of Credit issued by it (each such amount so paid or disbursed until reimbursed, an "Unpaid Drawing") no later than one Business Day following promptly on the date that on which the Borrower receives notice from is notified by the Letter of Credit Issuer of such payment or disbursement, with interest on the amount so paid or disbursed by the Letter of Credit Issuer Issuer, to the extent not reimbursed prior to 1:00 P.M. (New York time) on the date of such payment or disbursement, from and including the date paid or disbursed to but not including the date the Letter of Credit Issuer is reimbursed therefor at a rate per annum which shall be the Applicable Margin plus the Base Rate as in effect from time to time for Revolving Loans (plus an additional 2% per annum if not reimbursed by the third Business Day after the date the Borrower receives notice from the Letter of Credit Issuer of such notice of payment or disbursement), such interest also to be payable on demand, provided that the notice referred to above in this clause (a) shall 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 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 each Credit Party) and shall bear interest at a rate per annum which shall be the Base Rate plus the Applicable Margin for Revolving Loans (plus an additional 2% on and after the third Business Day following the respective Drawing). (b) The Borrower's obligation under this Section 2.03 2.04 to reimburse the Letter of Credit Issuer with respect to Unpaid Drawings (including, in each case, interest thereon) shall be absolute and unconditional under any and all circumstances and irrespective of any setoff, counterclaim or defense to payment which the Borrower may have or have had against the Letter of Credit Issuer, the Administrative Agent or any Bank, including, without limitation, any defense based upon the failure of any drawing under a Letter of Credit issued by it to substantially conform to the terms of the Letter of Credit (other than the failure of the Letter of Credit Issuer to determine that any documents required to be delivered under such Letter of Credit have been delivered and that they substantially comply on their face with the requirements of the Letter of Credit) or any non-application or misapplication by the beneficiary of the proceeds of such drawing; provided, however, that the Borrower shall not be obligated to reimburse the Letter of Credit Issuer for any wrongful payment made by the Letter of Credit Issuer under a Letter of Credit issued by it as a result of acts or omissions constituting willful misconduct or gross negligence on the part of the Letter of Credit Issuer.

Agreement to Repay Letter of Credit Payments. (a) The -------------------------------------------- Borrower hereby agrees to reimburse the Letter of Credit Issuerrespective Issuing Bank, by making payment directly to the Letter of Credit Issuer Administrative Agent in immediately available fundsfunds at the Payment Office, for any payment or disbursement made by the Letter of Credit Issuer it under any Letter of Credit issued by it (each such amount amount, so paid or disbursed until reimbursed, an "Unpaid Drawing") ), no -------------- later than one Business Day following after the date that the Borrower receives notice from the Letter of Credit Issuer of such payment or disbursement, with interest on the amount so paid or disbursed by the Letter of Credit Issuer such Issuing Bank, to the extent not reimbursed prior to 1:00 P.M. 12:00 Noon (New York time) on the date of such payment or disbursement, from and including the date paid or disbursed to but not including excluding the date the Letter of Credit Issuer is reimbursed therefor at a rate per annum which shall be the Applicable Margin plus the Base Rate as in effect from time to time for Revolving Loans (plus an additional 2% per annum if not such Issuing Bank was reimbursed by the third Business Day after the date the Borrower receives notice from the Letter of Credit Issuer of such payment or disbursement), such interest also to be payable on demand, provided that the notice referred to above in this clause (a) shall 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 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 each Credit Party) and shall bear interest 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 Base Rate Loans; provided, however, to the extent such -------- ------- amounts are not reimbursed prior to 12:00 Noon (plus an additional 2% New York time) on and after the third Business Day following such payment or disbursement, interest shall thereafter accrue on the amounts so paid or disbursed by such Issuing 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 plus 2%, in each such case, with interest to be payable on demand. The respective Drawing)Issuing 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 obligations hereunder. (b) The Borrower's obligation obligations of the Borrower under this Section 2.03 2.04 to reimburse the Letter of Credit Issuer respective Issuing Bank with respect to Unpaid Drawings drawings on Letters of Credit (each, a "Drawing") (including, in each case, interest thereon) shall be ------- absolute and unconditional under any and all circumstances and irrespective of any setoffset-off, counterclaim or defense to payment which the Borrower may have or have had against the Letter of Credit Issuer, the Administrative Agent or any Bank, including, without limitation, any defense based upon the failure of any drawing under a Letter of Credit issued by it to substantially conform to the terms Bank (including in its capacity as issuer of the Letter of Credit or as Participant), or any non-application nonapplication or misapplication by the beneficiary of the proceeds of such drawing; providedDrawing, however, that the respective Issuing Bank's only obligation to the Borrower shall not being to confirm that any documents required to be obligated to reimburse the delivered under such Letter of Credit Issuer for appear to have been delivered and that they appear to comply on their face with the requirements of such Letter of Credit. Any action taken or omitted to be taken by any wrongful payment made by the Issuing Bank under or in connection with any Letter of Credit Issuer under a Letter if taken or omitted in the absence of Credit issued by it as a result of acts or omissions constituting willful misconduct or gross negligence on or willful misconduct, as determined by a court of competent jurisdiction, shall not create for such Issuing Bank any resulting liability to the part of the Letter of Credit IssuerBorrower.

Agreement to Repay Letter of Credit Payments. (ai) The Borrower hereby agrees to reimburse the Letter of Credit Issuerrespective Facing Agent, by making payment directly to the Letter of Credit Issuer Agent in immediately available fundsfunds at the Payment Office, for any payment or disbursement made by the Letter of Credit Issuer such Facing Agent under any Letter of Credit issued by it (each such amount so paid or disbursed until reimbursed, an "Unpaid Drawing") ), no later than one Business Day following after the date that the Borrower receives notice from the Letter of Credit Issuer of such payment or disbursement, with interest on the amount so paid or disbursed by the Letter of Credit Issuer such Facing Agent, to the extent not reimbursed prior to 1:00 P.M. 12:00 Noon (New York City time) on the date of such payment or disbursement, from and including the date paid or disbursed to but not including excluding the date the Letter of Credit Issuer such Facing Agent is reimbursed therefor by Borrower at a rate per annum which shall be the Applicable Margin plus the Base Rate as in effect from time to time plus the Applicable Margin for Base Rate Loans, provided, however, to the extent such amounts are not reimbursed prior to 12:00 Noon (New York City time) on the fifth Business Day following such payment or disbursement, interest shall thereafter accrue on the amounts so paid or disbursed by such Facing Agent (and until reimbursed by 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 an additional 2% per annum if not reimbursed by the third Business Day after the date the Borrower receives notice from the Letter of Credit Issuer of such payment or disbursement), such interest also to be payable on demand. The respective Facing Agent shall give Borrower prompt notice of each Drawing under any Letter of Credit, provided that the failure to give any such notice referred to above shall in this clause (a) shall not be required to be given if a Default no way affect, impair or an Event of Default under Section 9.05 shall have occurred and be continuing, in which case 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 each Credit Party) and shall bear interest at a rate per annum which shall be the Base Rate plus the Applicable Margin for Revolving Loans (plus an additional 2% on and after the third Business Day following the respective Drawing)diminish Borrower's obligations hereunder. (bii) The Borrower's obligation Obligations of Borrower under this Section 2.03 2.9(d) to reimburse the Letter of Credit Issuer respective Facing Agent with respect to Unpaid Drawings drawings on Letters of Credit (each, a "Drawing") (including, in each case, interest thereon) shall be absolute and unconditional under any and all circumstances and irrespective of any setoff, counterclaim or defense to payment which the Borrower may have or have had against the Letter of Credit Issuerany Facing Agent, the Administrative Agent or any Bank, including, without limitation, any defense based upon the failure of any drawing under a Letter of Credit issued by it to substantially conform to the terms Lender (including in its capacity as issuer of the Letter of Credit or as LC Participant), or any non-application nonapplication or misapplication by the beneficiary of the proceeds of such drawing; providedDrawing, however, the respective Facing Agent's only obligation to Borrower being to confirm that the Borrower shall not any documents required to be obligated to reimburse the delivered under such Letter of Credit Issuer for appear to have been delivered and that they appear to comply on their face with the requirements of such Letter of Credit. Any action taken or omitted to be taken by any wrongful payment made by the Facing Agent under or in connection with any Letter of Credit Issuer under a Letter if taken or omitted in the absence of Credit issued by it as a result of acts or omissions constituting willful misconduct or gross negligence on the part of the Letter of Credit Issueror willful misconduct, shall not create for such Facing Agent any resulting liability to Borrower.

Agreement to Repay Letter of Credit Payments. (a) The Borrower Borrowers hereby agrees jointly and severally agree to reimburse the Letter of Credit Issuer, Issuer by making payment directly to the Letter Agent by wire transfer to The Bank of Credit Issuer in immediately available fundsNew York, New York, New York (ABA No. 021000018) for credit to the account of Christiania Bank, Xxx Xxxx, New York (Account No. 8026120277) or to such other place as the Agent may direct, for the account of the Lenders, for any payment or disbursement made by the Letter of Credit Issuer under pursuant to a demand received in substantial compliance with any Standby Letter of Credit issued by it (each such amount so paid or disbursed until reimbursed, an "Unpaid Drawing" and the joint and several obligation of the Borrowers to pay the Unpaid Drawings, the "Reimbursement Obligations") no later than one Business Day following immediately after, and in any event on the date that on which the Borrower receives notice from Borrowers are notified by the Letter of Credit Issuer of such payment or disbursement, with interest on the amount so paid or disbursed by the Letter of Credit Issuer Issuer, to the extent not reimbursed prior to 1:00 P.M. (New York time) on the date of such payment or disbursement, from and including the date paid or disbursed to but not including the date the Letter of Credit Issuer is reimbursed therefor therefor, at a rate per annum which shall be the Applicable Margin plus one half of one percent (1/2 of 1%) in excess of the Base Rate as in effect from time to time for Revolving Loans (plus an additional 2% per annum if not reimbursed by the third Business Day business day after the date the Borrower receives notice from the Letter of Credit Issuer of such notice of payment or disbursement), such interest also to be payable on demand, provided that . The Reimbursement Obligations of the notice referred Borrowers (and their obligations to above in this clause (a) shall 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 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 each Credit Party) and shall bear interest at a rate per annum which shall be the Base Rate plus the Applicable Margin for Revolving Loans (plus an additional 2% on and after the third Business Day following the respective Drawing). (b) The Borrower's obligation under this Section 2.03 to reimburse the Letter of Credit Issuer with respect to Unpaid Drawings (including, in each case, pay interest thereon) shall be absolute and unconditional under any and all circumstances and irrespective of any setoff, counterclaim or defense to payment which the Borrower Borrowers may have or have had against the Letter of Credit Issuer, the Administrative Agent or any BankLender, including, without limitation, any defense based upon the failure of any drawing under a Standby Letter of Credit issued by it to substantially conform to the terms of the Standby Letter of Credit (except as provided in Clause 10.02(b)) or any non-application or misapplication by the beneficiary Beneficiary of the proceeds of such drawing; provided. Upon the occurrence of an Event of Default, howeverthe Borrowers agree, that jointly and severally, to deliver to the Borrower shall not be obligated Agent cash collateral in an amount equal to reimburse the Letter aggregate amount of the Standby Letters of Credit Issuer for any wrongful payment made by then outstanding, which cash collateral shall be held in a deposit in the Letter of Credit Issuer under a Letter of Credit issued by it as a result of acts or omissions constituting willful misconduct or gross negligence on the part name of the Letter Agent for application to the reimbursement of Credit Issuerany Unpaid Drawing.

Agreement to Repay Letter of Credit Payments. (a) The Borrower hereby agrees to reimburse the respective Letter of Credit Issuer, by making payment directly to the Letter of Credit Issuer Administrative Agent in immediately available fundsfunds at the Payment Office, for any payment or disbursement made by the such Letter of Credit Issuer under any Letter of Credit issued by it (each such amount so paid or disbursed until reimbursed, an "“Unpaid Drawing"”) no later than one Business Day following the date that the Borrower receives notice from the Letter of Credit Issuer of such payment or disbursement, with interest on the amount so paid or disbursed by the such Letter of Credit Issuer Issuer, to the extent not reimbursed prior to 1:00 P.M. (New York time) on the date of such payment or disbursement, from and including the date paid or disbursed to but not including the date the such Letter of Credit Issuer is reimbursed 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 for Revolving Loans (plus an additional 2% per annum if on all such amounts not reimbursed by the third Business Day after the date the Borrower receives notice from the Letter of Credit Issuer of such payment or disbursement), such interest also to be payable on demand, provided that . Each Letter of Credit Issuer shall provide the notice referred to above in this clause (a) shall 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 such Unpaid Drawings shall be due and payable immediately without presentment, demand, protest or Borrower prompt notice of any kind (all payment or disbursement made by it under any Letter of which are hereby waived Credit issued by each Credit Partyit, although the failure of, or delay in, giving any such notice shall not release or diminish the obligations of the Borrower under this Section 2.03(a) and shall bear interest at a rate per annum which shall be the Base Rate plus the Applicable Margin for Revolving Loans (plus an additional 2% on and after the third Business Day following the respective Drawing)or under any other Section of this Agreement. (b) The Borrower's ’s obligation under this Section 2.03 to reimburse the respective Letter of Credit Issuer with respect to Unpaid Drawings (including, in each case, interest thereon) shall be absolute and unconditional under any and all circumstances and irrespective of any setoff, counterclaim or defense to payment which the Borrower may have or have had against the such Letter of Credit Issuer, the Administrative Agent or any Bank, including, without limitation, including any defense based upon the failure of any drawing under a Letter of Credit issued by it to substantially conform to the terms of the Letter of Credit or any non-application or misapplication by the beneficiary of the proceeds of such drawing; provided, however, that the Borrower shall not be obligated to reimburse the such Letter of Credit Issuer for any wrongful payment made by the such Letter of Credit Issuer under a Letter of Credit issued by it as a result of acts or omissions constituting bad faith, willful misconduct or gross negligence (as finally determined by a court of competent jurisdiction) on the part of the such Letter of Credit Issuer.

Agreement to Repay Letter of Credit Payments. (ai) The U.S. Borrower, European Borrower or Canadian Borrower, as the case may be, hereby agrees to reimburse (or to cause the Letter of Credit Issuerapplicable Subsidiary Borrower to reimburse) the respective Facing Agent, by making payment directly to Administrative Agent or the Letter of Credit Issuer Canadian Administrative Agent, as the case may be, in immediately available fundsfunds in Dollars or Canadian Dollars, as the case may be at the Payment Office, for the Dollar Equivalent (or Canadian Dollar amount with respect to Canadian Dollar Letters of Credit) of any payment or disbursement made by the Letter of Credit Issuer such Facing Agent under and in accordance with any Letter of Credit issued by it (each such amount so paid or disbursed until reimbursed, an "“Unpaid Drawing") ”), no later than one Business Day following after the date that the on which such Borrower receives notice from the Letter of Credit Issuer of such payment or disbursementdisbursement (if such Unpaid Drawing was in an Alternative Currency other than Canadian Dollars, then in the Dollar Equivalent amount of such Unpaid Drawing), with interest on the amount so paid or disbursed by the Letter of Credit Issuer such Facing Agent, to the extent not reimbursed prior to 1:00 P.M. 12:00 Noon (New York City time) on the date of such payment or disbursement, from and including the date paid or disbursed to but not including excluding the date the Letter of Credit Issuer such Facing Agent is reimbursed therefor by such Borrower at a rate per annum which shall be the Applicable Margin plus the (A) Base Rate as in effect from time to time plus the Applicable Base Rate Margin for Revolving Loans with respect to Multicurrency Letters of Credit in Dollars and (B) the Canadian Prime Rate plus the Applicable Canadian Prime Rate Margin for Canadian Letters of Credit, provided, however, that, anything contained in this Agreement to the contrary notwithstanding, (i) unless such Borrower shall have notified Administrative Agent or the Canadian Administrative Agent, as the case may be and the applicable Facing Agent prior to 10:00 a.m. (New York City time) on the Business Day following receipt of such notice that the applicable Facing Agent will be reimbursed for the amount of such Unpaid Drawing with funds other than the proceeds of Revolving Loans or Canadian Revolving Loans, as the case may be, such Borrower shall be deemed to have timely given a Notice of Borrowing or Notice of Canadian Borrowing, as the case may be, to Administrative Agent or the Canadian Administrative Agent, as the case may be, requesting each Multicurrency Revolving Lender or Canadian Revolving Lender, as applicable, to make Revolving Loans or Canadian Revolving Loans, as applicable, which are Base Rate Loans or Canadian Prime Rate Loans, as the case may be on the date on which such Unpaid Drawing is honored in an additional 2% per annum amount equal to the Dollar Equivalent of the amount of such Unpaid Drawing and Administrative Agent or the Canadian Administrative Agent, as the case may be, shall, if such Notice of Borrowing is deemed given, promptly notify the Lenders thereof and (ii) unless any of the events described in Section 10.1 shall have occurred (in which event the procedures of Section 2.10(e) shall apply), each such Multicurrency Revolving Lender or Canadian Revolving Lender, as applicable, shall, on the date such drawing is honored, make Multicurrency Revolving Loans or Canadian Revolving Loans, as applicable, which are Base Rate Loans or Canadian Prime Rate Loans in the amount of its Multicurrency Revolver Pro Rata Share or Canadian Revolver Pro Rata Share of the Dollar Equivalent of such Unpaid Drawing, the proceeds of which shall be applied directly by Administrative Agent or the Canadian Administrative Agent, as the case may be, to reimburse the applicable Facing Agent for the amount of such Unpaid Drawing; and provided, further, that, if for any reason, proceeds of Multicurrency Revolving Loans or Canadian Revolving Loans are not received by the applicable Facing Agent on such date in an amount equal to the amount of the Dollar Equivalent of such drawing, the applicable Borrower shall reimburse the applicable Facing Agent, on the Business Day immediately following the date such drawing is honored, in an amount in same day funds equal to the excess of the amount of the Dollar Equivalent of such drawing over the Dollar Equivalent of the amount of such Multicurrency Revolving Loans or Canadian Revolving Loans, if any, which are so received, plus accrued interest on such amount at the rate set forth in Section 3.1(a) or (c), as applicable; provided, however, to the extent such amounts are not reimbursed by prior to 12:00 Noon (New York City time) on the third fifth Business Day after the date the Borrower receives notice from the Letter of Credit Issuer of following such payment or disbursement), interest shall thereafter accrue on the amounts so paid or disbursed by such interest also to be payable on demand, provided that Facing Agent (and until reimbursed by the notice referred to above in this clause (aapplicable Borrower) shall 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 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 each Credit Party) and 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 for Multicurrency Letters of Credit, and the Canadian Prime Rate plus the Applicable Canadian Prime Rate Margin for Canadian Letters of Credit (in each case, plus an additional 2% per annum), such interest also to be payable on and after demand. The respective Facing Agent shall give the third Business Day following applicable Borrower prompt notice of each Drawing under any Letter of Credit, provided that the respective Drawing)failure to give any such notice shall in no way affect, impair or diminish any Credit Party’s obligations hereunder. (bii) The Borrower's obligation obligations of each Borrower under this Section 2.03 2.10(d) to reimburse the Letter of Credit Issuer respective Facing Agent with respect to Unpaid Drawings drawings on Letters of Credit (each, a “Drawing”) (including, in each case, interest thereon) shall be absolute and unconditional under any and all circumstances and irrespective of any setoff, counterclaim or defense to payment which the such Borrower may have or have had against the Letter of Credit Issuerany Facing Agent, the Administrative Agent or any Bank, including, without limitation, any defense based upon the failure of any drawing under a Letter of Credit issued by it to substantially conform to the terms Lender (including in its capacity as issuer of the Letter of Credit or as LC Participant), or any non-application or misapplication by the beneficiary of the proceeds of such drawing; providedDrawing, however, the respective Facing Agent’s only obligation to Borrowers being to confirm that the Borrower shall not any documents required to be obligated to reimburse the delivered under such Letter of Credit Issuer for appear to have been delivered and that they appear to comply on their face with the requirements of such Letter of Credit. Any action taken or omitted to be taken by any wrongful payment made by the Facing Agent under or in connection with any Letter of Credit Issuer under a Letter if taken or omitted in the absence of Credit issued by it as a result of acts gross negligence or omissions constituting willful misconduct or gross negligence on the part as determined by a final and non-appealable judgment rendered by a court of the Letter of Credit Issuercompetent jurisdiction, shall not create for such Facing Agent any resulting liability to any Borrower.

Agreement to Repay Letter of Credit Payments. (a) The Borrower hereby agrees to reimburse the Letter of Credit Issuer, by making payment directly to the Letter of Credit Issuer Agent in immediately available fundsfunds at the Payment Office, for any payment or disbursement made by the Letter of Credit Issuer under any Letter of Credit issued by it (each such amount so paid or disbursed until reimbursed, an "Unpaid Drawing") no later than one Business Day following the date that the Borrower receives notice from the Letter of Credit Issuer of such payment or disbursement, with interest on the amount so paid or disbursed by the Letter of Credit Issuer Issuer, to the extent not reimbursed prior to 1:00 P.M. (New York time) on the date of such payment or disbursement, from and including the date paid or disbursed to but not including the date the Letter of Credit Issuer is reimbursed therefor there for at a rate per annum which shall be the Applicable Base Rate Margin plus the Base Rate as in effect from time to time for Revolving Loans (plus an additional 2% per annum if not reimbursed by the third Business Day after the date the Borrower receives notice from the Letter of Credit Issuer of such payment or disbursement), such interest also to be payable on demand, provided that . The Letter of Credit Issuer shall provide the notice referred to above in this clause (a) shall 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 such Unpaid Drawings shall be due and payable immediately without presentment, demand, protest or Borrower prompt notice of any kind (all payment or disbursement made by it under any Letter of which are hereby waived by each Credit PartyCredit, although the failure of, or delay in, giving any such notice shall not release or diminish the obligations of the Borrower under this Section 2.03(a) and shall bear interest at a rate per annum which shall be the Base Rate plus the Applicable Margin for Revolving Loans (plus an additional 2% on and after the third Business Day following the respective Drawing)or under any other Section of this Agreement. (b) The Borrower's obligation under this Section 2.03 to reimburse the Letter of Credit Issuer with respect to Unpaid Drawings (including, in each case, interest thereon) shall be absolute and unconditional under any and all circumstances and irrespective of any setoff, counterclaim or defense to payment which the Borrower or any of its Subsidiaries may have or have had against the Letter of Credit Issuer, the Administrative Agent or any Bank, including, without limitation, any defense based upon the failure of any drawing under a Letter of Credit issued by it to substantially conform to the terms of the Letter of Credit or any non-application or misapplication by the beneficiary of the proceeds of such drawing; provided, however, that the Borrower shall not be obligated to reimburse the Letter of Credit Issuer for any wrongful payment made by the Letter of Credit Issuer under a Letter of Credit issued by it as a result of acts or omissions constituting willful misconduct or gross negligence as determined by a court of competent jurisdiction on the part of the Letter of Credit Issuer.

Agreement to Repay Letter of Credit Payments. (a) The Borrower hereby agrees to reimburse the each Letter of Credit Issuer, by making payment directly to the Letter of Credit Issuer in immediately available fundsAdministrative Agent at the Payment Office, for any payment or disbursement made by the such Letter of Credit Issuer under any Letter of Credit issued by it (each such amount so paid or disbursed until reimbursed, an "Unpaid DrawingUNPAID DRAWING") no later than within one Business Day following of the date that the on which Borrower receives notice from the is notified by such Letter of Credit Issuer of such payment or disbursement, disbursement with interest on the amount so paid or disbursed by the such Letter of Credit Issuer Issuer, to the extent not reimbursed prior to 1:00 P.M. (New York time) on the date of such payment or disbursement, from and including the date paid or disbursed to but not including the date the such Letter of Credit Issuer is reimbursed therefor at a rate per annum PER ANNUM which shall be equal to the Applicable Margin plus sum of the Base Rate as in effect from time to time for Revolving Loans plus the Applicable Base Rate Margin (plus an additional 2% per annum PER ANNUM if not reimbursed by the third fourth Business Day after the date the Borrower receives notice from the Letter of Credit Issuer of such notice of payment or disbursement), such interest also to be payable on demand, provided that the notice referred to above in this clause (a) shall 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 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 each Credit Party) and shall bear interest at a rate per annum which shall be the Base Rate plus the Applicable Margin for Revolving Loans (plus an additional 2% on and after the third Business Day following the respective Drawing). (b) The Borrower's obligation under this Section 2.03 2.04 to reimburse the respective Letter of Credit Issuer with respect to Unpaid Drawings (including, in each case, interest thereon) shall be absolute and unconditional under any and all circumstances and irrespective of any setoff, counterclaim or defense to payment which the Borrower may have or have had against the such Letter of Credit Issuer, the Administrative Agent or any Bank, including, without limitation, any defense based upon the failure of any drawing under a Letter of Credit issued by it to substantially conform to the terms of the Letter of Credit (other than the failure of the respective Letter of Credit Issuer to determine that any documents required to be delivered under such Letter of Credit have been delivered and that they substantially comply on their face with the requirements of such Letter of Credit) or any non-application or misapplication by the beneficiary of the proceeds of such drawing; providedPROVIDED, howeverHOWEVER, that the Borrower shall not be obligated to reimburse the any Letter of Credit Issuer for any wrongful payment made by the such Letter of Credit Issuer under a Letter of Credit issued by it as a result of acts or omissions constituting willful misconduct or gross negligence on the part of the such Letter of Credit IssuerIssuer as determined by a court of competent jurisdiction.

Agreement to Repay Letter of Credit Payments. (ai) The Borrower Company hereby agrees to reimburse (or to cause the Letter of Credit Issuerapplicable European Subsidiary Borrower to reimburse) the respective Facing Agent, by making payment directly to the Letter of Credit Issuer Administrative Agent in immediately available fundsfunds in Dollars at the Payment Office, for the Dollar Equivalent of any payment or disbursement made by the Letter of Credit Issuer such Facing Agent under and in accordance with any Letter of Credit issued by it (each such amount so paid or disbursed until reimbursed, an "“Unpaid Drawing") ”), no later than one Business Day following after the date that the on which Borrower receives notice from the Letter of Credit Issuer of such payment or disbursement, with interest on the amount so paid or disbursed by the Letter of Credit Issuer such Facing Agent, to the extent not reimbursed prior to 1:00 P.M. 12:00 Noon (New York City time) on the date of such payment or disbursement, from and including the date paid or disbursed to but not including excluding the date the Letter of Credit Issuer such Facing Agent is reimbursed therefor at a rate per annum which shall be the Applicable Margin plus the Base Rate as in effect from time to time for Revolving Loans (plus an additional 2% per annum if not reimbursed by the third Business Day after the date the Borrower receives notice from the Letter of Credit Issuer of such payment or disbursement), such interest also to be payable on demand, provided that the notice referred to above in this clause (a) shall 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 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 each Credit Party) and shall bear interest Company at a rate per annum which shall be the Base Rate in effect from time to time plus the Applicable Eurocurrency Margin for Multicurrency Revolving Loans, provided, however, that, anything contained in this Agreement to the contrary notwithstanding, (i) unless Company shall have notified Administrative Agent and the applicable Facing Agent prior to 10:00 a.m. (New York City time) on the Business Day following receipt of such notice that the applicable Facing Agent will be reimbursed for the amount of such Unpaid Drawing with funds other than the proceeds of Multicurrency Revolving Loans, Company shall be deemed to have timely given a Notice of Borrowing to Administrative Agent requesting each Multicurrency Revolving Lender to make Multicurrency Revolving Loans which are Base Rate Loans on the date on which such Unpaid Drawing is honored in an amount equal to the Dollar Equivalent of the amount of such Unpaid Drawing and Administrative Agent shall, if such Notice of Borrowing is deemed given, promptly notify the Lenders thereof and (ii) unless any of the events described in Section 10.1(e) or 10.1(f) shall have occurred (in which event the procedures of Section 2.10(e) shall apply), each such Multicurrency Revolving Lender shall, on the date such drawing is honored, make Multicurrency Revolving Loans which are Base Rate Loans in the amount of its Multicurrency Revolver Pro Rata Share of the Dollar Equivalent of such Unpaid Drawing, the proceeds of which shall be applied directly by Administrative Agent to reimburse the applicable Facing Agent for the amount of such Unpaid Drawing; and provided, further, that, if for any reason, proceeds of Multicurrency Revolving Loans are not received by the applicable Facing Agent on such date in an amount equal to the amount of the Dollar Equivalent of such drawing, the applicable Borrower shall reimburse the applicable Facing Agent, on the Business Day immediately following the date such drawing is honored, in an amount in same day funds equal to the excess of the amount of the Dollar Equivalent of such drawing over the Dollar Equivalent of the amount of such Multicurrency Revolving Loans, if any, which are so received, plus accrued interest on such amount at the rate set forth in Section 3.1(a); provided, however, to the extent such amounts are not reimbursed prior to 12:00 Noon (New York City time) on the fifth Business Day following such payment or disbursement, interest shall thereafter accrue on the amounts so paid or disbursed by such Facing Agent (and until reimbursed by Company) at a rate per annum which shall be the Base Rate in effect from time to time plus the Applicable Base Rate Margin for Multicurrency Revolving Loans (plus an additional 2% per annum), such interest also to be payable on and after demand. The respective Facing Agent shall give Company prompt notice of each Drawing under any Letter of Credit, provided that the third Business Day following the respective Drawing)failure to give any such notice shall in no way affect, impair or diminish Company’s obligations hereunder. (bii) The Borrower's obligation obligations of Company under this Section 2.03 2.10(d) to reimburse the Letter of Credit Issuer respective Facing Agent with respect to Unpaid Drawings drawings on Letters of Credit (each, a “Drawing”) (including, in each case, interest thereon) shall be absolute and unconditional under any and all circumstances and irrespective of any setoff, counterclaim or defense to payment which the Borrower Company may have or have had against the Letter of Credit Issuerany Facing Agent, the Administrative Agent or any Bank, including, without limitation, any defense based upon the failure of any drawing under a Letter of Credit issued by it to substantially conform to the terms Lender (including in its capacity as issuer of the Letter of Credit or as LC Participant), or any non-application or misapplication by the beneficiary of the proceeds of such drawing; providedDrawing, however, the respective Facing Agent’s only obligation to Company being to confirm that the Borrower shall not any documents required to be obligated to reimburse the delivered under such Letter of Credit Issuer for appear to have been delivered and that they appear to comply on their face with the requirements of such Letter of Credit. Any action taken or omitted to be taken by any wrongful payment made by the Facing Agent under or in connection with any Letter of Credit Issuer under a Letter if taken or omitted in the absence of Credit issued by it as a result of acts gross negligence or omissions constituting willful misconduct or gross negligence on the part as determined by a final and non-appealable judgment rendered by a court of the Letter of Credit Issuercompetent jurisdiction, shall not create for such Facing Agent any resulting liability to Company.

Agreement to Repay Letter of Credit Payments. (ai) The applicable Borrower hereby agrees to reimburse the Letter of Credit Issuerrespective Facing Agent, by making payment directly to the Letter of Credit Issuer Administrative Agent in immediately available fundsfunds in Dollars (or if such Unpaid Drawing was in an Alternative Currency, then ​ ​ ​ in such Alternative Currency or, at the option of such Borrower, the Dollar Equivalent amount of such Unpaid Drawing in Dollars) at the Notice Address, for any payment or disbursement made by the Letter of Credit Issuer such Facing Agent under and in accordance with any Letter of Credit issued by it (each such amount so paid or disbursed until reimbursed, an "“Unpaid Drawing") ”), no later than one 1 Business Day following after the date that on which Company and the applicable Borrower receives notice from the Letter of Credit Issuer of such payment or disbursementdisbursement (the “Honor Date”), together with interest on the amount so paid or disbursed by the Letter of Credit Issuer such Facing Agent, to the extent not reimbursed prior to 1:00 P.M. 12:00 Noon (New York City time) on the date of such payment or disbursement, from and including the date paid or disbursed by such Facing Agent to but not including excluding the date the Letter of Credit Issuer such Facing Agent is reimbursed therefor by or on behalf of the applicable Borrower at a rate per annum which shall be, (xw) in the case of Letters of Credit denominated in Dollars, the Base Rate in effect from time to time plus the Applicable Base Rate Margin, (yx) in the case of Letters of Credit denominated in an Alternative CurrencyEuro, at a rate per annum which shall be the Applicable Margin plus the Base Eurocurrency Rate as applicable to Loans denominated in such Alternate Currency in effect from time to time plus the Applicable Eurocurrency Margin and, (zy) in the case of Letters of Credit denominated in Sterling, at a rate per annum which shall be the Daily Simple XXXXX in effect from time to time plus the Applicable RFR Margin and (z) in the case of Letters of Credit denominated in any other Alternative Currency, at a rate per annum which shall be the benchmark rate agreed for such Alternative Currency pursuant to Section 2.8(c) plus the Applicable RFR Margin; provided, however, that anything contained in this Agreement to the contrary notwithstanding, (i) unless Company or the applicable Borrower shall have notified the Administrative Agent and the applicable Facing Agent prior to 10:00 a.m. (New York City time) on the Honor Date that the applicable Facing Agent will be reimbursed for the amount of such Unpaid Drawing with funds other than the proceeds of Revolving Loans (plus an additional 2% per annum if not reimbursed by under the third Business Day after the date the Borrower receives notice from the Revolving Facility under which such Letter of Credit Issuer was issued, the applicable Borrower shall be deemed to have timely given a Notice of Borrowing to the Administrative Agent requesting each Revolving Lender under such Revolving Facility to make Revolving Loans under such Revolving Facility which are, (xw) in the case of Letters of Credit denominated in Dollars, Base Rate Loans, (x) in the case of Letters of Credit denominated in Euro, Eurocurrency Loans, (y) in the case of Letters of Credit denominated in an Alternative Currency (other than Sterling), EurocurrencyRFR Loans, or and (z) in the case of Letters of Credit denominated in Sterling, RFR Loansany other Alternative Rate, Loans bearing interest based on the benchmark rate agreed for such Alternative Currency pursuant to Section 2.8(c), in each case on the Honor Date in an amount equal to the Dollar Equivalent of the amount of such payment Unpaid Drawing and the Administrative Agent shall, if such Notice of Borrowing is deemed given, promptly notify the Revolving Lenders under such Revolving Facility thereof and (ii) unless any of the events described in Section 10.1(e) or disbursement), such interest also to be payable on demand, provided that the notice referred to above in this clause (a10.1(f) shall not be required to be given if a Default or an Event of Default under Section 9.05 shall have occurred and be continuingcontinuing (in which event the procedures of Section 2.10(e) shall apply), each such Revolving Lender under such Revolving Facility shall, on the Honor Date, make Revolving Loans which are, (xw) in the case of Letters of Credit denominated in Dollars, Base RateSOFR Loans or (x) in the case of Letters of Credit denominated in Euro, Eurocurrency Loans, (y) in the case of Letters of Credit denominated ​ ​ ​ in an Alternative Currency (other than Sterling), EurocurrencyRFR Loans, or and (z) in the case of Letters of Credit denominated in Sterling, RFR Loansany other Alternative Rate, Loans bearing interest based on the benchmark rate agreed for such Alternative Currency pursuant to Section 2.8(c), in which each case in the amount of its Multicurrency Revolver Pro Rata Share (in the case of a Letter of Credit issued under the Multicurrency Revolving Facility) or USD Revolver Pro Rata Share (in the case of a Letter of Credit issued under the USD Revolving Facility) of the Dollar Equivalent of such Unpaid Drawings Drawing, the proceeds of which shall be due applied directly by the Administrative Agent to reimburse the applicable Facing Agent for the amount of such Unpaid Drawing; and payable provided, further, that if for any reason, proceeds of Revolving Loans under such Revolving Facility are not received by the applicable Facing Agent on the Honor Date in an amount equal to the amount of the Dollar Equivalent of such Unpaid Drawing, the applicable Borrower shall reimburse or cause to be reimbursed the applicable Facing Agent, on the Business Day immediately without presentmentfollowing the Honor Date, demandin an amount in Same Day Funds equal to the excess of the amount of the Dollar Equivalent of such Unpaid Drawing over the Dollar Equivalent of the amount of such Revolving Loans under such Revolving Facility, protest if any, which were so received, plus accrued interest on such amount at the rate set forth in Section 3.1(a); provided, however, that to the extent such amounts are not reimbursed prior to 12:00 Noon (New York City time) on the fifth Business Day following the date of payment or notice disbursement by the applicable Facing Agent, interest shall thereafter accrue on the amounts so paid or disbursed by such Facing Agent (and until reimbursed by or on behalf of any kind (all of which are hereby waived by each Credit Partythe applicable Borrower) and 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 (plus an additional 2% per annum, such interest also to be payable on demand. The respective Facing Agent shall give Company and after the third Business Day following applicable Borrower prompt written notice of each Drawing under any Letter of Credit; provided that the respective Drawing)failure to give any such notice shall in no way affect, impair or diminish Company’s or any other Borrower’s obligations hereunder. (bii) The Borrower's obligation Obligations of the applicable Borrower under this Section 2.03 2.10(d) to reimburse or cause to be reimbursed the Letter of Credit Issuer respective Facing Agent with respect to Unpaid Drawings drawings on Letters of Credit issued for such Borrower’s account (each, a “Drawing”) (including, in each case, interest thereon) shall be absolute and unconditional under any and all circumstances and (including irrespective of: (A) any lack of validity or enforceability of this Agreement or any of the other Loan Documents; (B) the existence of any claim, setoff, counterclaim defense or other defense to payment which the any Borrower may have or have had at any time against the a beneficiary named in a Letter of Credit, any transferee of any Letter of Credit Issuer(or any Person for whom any such transferee may be acting), the Administrative Agent Agent, the Collateral ​ ​ ​ Agent, the Facing Agent, any LC Participant, or any Bankother Person, including, without limitationwhether in connection with this Agreement, any defense based upon the failure of any drawing under a Letter of Credit issued by it to substantially conform to Credit, the terms of transactions contemplated herein or any unrelated transactions (including any underlying transaction between any Borrower and the beneficiary named in any such Letter of Credit or Credit); (C) any non-application or misapplication mis-application by the beneficiary of the proceeds of such drawing; providedDrawing; (D) any draft, however, that the Borrower shall not be obligated to reimburse the certificate or any other document presented under any Letter of Credit Issuer proving to be forged, fraudulent, invalid or insufficient in any respect to any statement therein being untrue or inaccurate in any respect; or (E) the surrender or impairment of any security for the performance or observance of any wrongful payment made by of the terms of any of the Loan Documents, the respective Facing Agent’s only obligation to such Borrower being to confirm that any documents required to be delivered under such Letter of Credit Issuer appear to have been delivered and that they appear to comply on their face with the requirements of such Letter of Credit. Any action taken or omitted to be taken by any Facing Agent under a or in connection with any Letter of Credit issued by it as if taken or omitted in the absence of a result bad faith breach of acts its material obligations hereunder, gross negligence or omissions constituting willful misconduct as determined by a final and non-appealable judgment rendered by a court of competent jurisdiction, shall not create for such Facing Agent any resulting liability to Company or gross negligence on the part of the Letter of Credit Issuerany Lender.

Agreement to Repay Letter of Credit Payments. (ai) The Borrower Company hereby agrees to reimburse the Letter of Credit Issuerrespective Facing Agent, by making payment directly to the Letter of Credit Issuer Facing Agent in immediately available fundsfunds at the Payment Office, for any payment or disbursement made by the Letter of Credit Issuer such Facing Agent under any Letter of Credit issued by it (each such amount so paid or disbursed until reimbursed, an "Unpaid Drawing") ), no later than one the Business Day following the date that the Borrower receives notice from the Letter of Credit Issuer of such payment or disbursement, with interest on the amount so paid or disbursed by the Letter of Credit Issuer such Facing Agent, to the extent not reimbursed prior to 1:00 P.M. 12:00 Noon (New York City time) on the date of such payment or disbursement, from and including the date paid or disbursed to but not including excluding the date the Letter of Credit Issuer such Facing Agent is reimbursed therefor at a rate per annum which shall be the Applicable Margin plus the Base Rate as in effect from time to time for Revolving Loans (plus an additional 2% per annum if not reimbursed by the third Business Day after the date the Borrower receives notice from the Letter of Credit Issuer of such payment or disbursement), such interest also to be payable on demand, provided that the notice referred to above in this clause (a) shall 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 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 each Credit Party) and shall bear interest Company at a rate per annum which shall be the Base Rate plus in effect from time to time, provided, however, to the Applicable Margin for Revolving Loans extent such amounts are not reimbursed prior to 12:00 Noon (plus an additional 2% New York City time) on and after the third first Business Day following such payment or disbursement, interest shall thereafter accrue on the amounts so paid or disbursed by such Facing Agent (and until reimbursed by the Company) at a rate per annum which shall be the Base Rate in effect from time to time plus 2% per annum, such interest also to be payable on demand. The respective Drawing)Facing Agent shall give the 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 Company's obligations hereunder. (bii) The Borrower's obligation Obligations of the Company under this Section 2.03 2.10(d) to reimburse the Letter of Credit Issuer respective Facing Agent with respect to Unpaid Drawings drawings on Letters of Credit (each, a "Drawing") (including, in each case, interest thereon) shall be absolute and unconditional under any and all circumstances and irrespective of any setoff, counterclaim or defense to payment which the Borrower Company may have or have had against the Letter of Credit Issuerany Facing Agent, the Administrative Agent or any Bank, including, without limitation, any defense based upon the failure of any drawing under a Letter of Credit issued by it to substantially conform to the terms Lender (including in its capacity as issuer of the Letter of Credit or as an LC Participant), or any non-application nonapplication or misapplication by the beneficiary of the proceeds of such drawing; providedDrawing, however, the respective Facing Agent's only obligation to the Company being to confirm that the Borrower shall not any documents required to be obligated to reimburse the delivered under such Letter of Credit Issuer for any wrongful payment made by appear to have been delivered and that they appear to substantially comply on their face with the requirements of such Letter of Credit Issuer Credit. Any action taken or omitted to be taken by any Facing Agent under a Letter of Credit issued by it as a result of acts or omissions constituting willful misconduct or gross negligence on the part of the Letter of Credit Issuer.in

Agreement to Repay Letter of Credit Payments. (ai) The applicable Borrower hereby agrees to reimburse the Letter of Credit Issuerrespective Issuing Lender, by making payment directly to the Letter of Credit Issuer Administrative Agent in immediately available fundsfunds in Dollars at the Payment Office, for the Dollar Equivalent of any payment or disbursement made by the Letter of Credit Issuer such Issuing Lender under and in accordance with any Letter of Credit issued by it (each such amount so paid or disbursed until reimbursed, an "“Unpaid Drawing") ”), no later than one Business Day following after the date that the on which such Borrower receives notice from the Letter of Credit Issuer of such payment or disbursementdisbursement (if such Unpaid Drawing was in an Alternative Currency, then in the Dollar Equivalent amount of such Unpaid Drawing), with interest on the amount so paid or disbursed by the Letter of Credit Issuer such Issuing Lender, to the extent not reimbursed prior to 1:00 P.M. 12:00 Noon (New York City time) on the date of such payment or disbursement, from and including the date paid or disbursed to but not including excluding the date the Letter of Credit Issuer such Issuing Lender is reimbursed therefor at a rate per annum which shall be the Applicable Margin plus the Base Rate as in effect from time to time for Revolving Loans (plus an additional 2% per annum if not reimbursed by the third Business Day after the date the such Borrower receives notice from the Letter of Credit Issuer of such payment or disbursement), such interest also to be payable on demand, provided that the notice referred to above in this clause (a) shall 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 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 each Credit Party) and 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 with respect to Multicurrency Letters of Credit in Dollars, provided, however, that, anything contained in this Agreement to the contrary notwithstanding, (i) unless such Borrower shall have notified Administrative Agent and the applicable Issuing Lender prior to 10:00 a.m. (New York City time) on the Business Day following receipt of such notice that the applicable Issuing Lender will be reimbursed for the amount of such Unpaid Drawing with funds other than the proceeds of Revolving Loans such Borrower shall be deemed to have timely given a Notice of Borrowing to Administrative Agent requesting each Multicurrency Revolving Lender or Dollar Revolving Lender, as applicable, to make Multicurrency Revolving Loans or Dollar Revolving Loans, as applicable, which are Base Rate Loans, on the date on which such Unpaid Drawing is honored in an amount equal to the Dollar Equivalent of the amount of such Unpaid Drawing and Administrative Agent shall, if such Notice of Borrowing is deemed given, promptly notify the Lenders thereof and (ii) unless any of the events described in Section 10.1(i) shall have occurred (in which event the procedures of Section 2.10(e) shall apply), each such Multicurrency Revolving Lender or Dollar Revolving Lender, as applicable, shall, on the date such drawing is honored, make Multicurrency Revolving Loans or Dollar Revolving Loans, as applicable, which are Base Rate Loans in the amount of its Multicurrency Revolver Pro Rata Share or Dollar Revolver Pro Rata Share of the Dollar Equivalent of such Unpaid Drawing, the proceeds of which shall be applied directly by Administrative Agent to reimburse the applicable Issuing Lender for the amount of such Unpaid Drawing; and provided, further, that, if for any reason, proceeds of Multicurrency Revolving Loans or Dollar Revolving Loans are not received by the applicable Issuing Lender on such date in an amount equal to the amount of the Dollar Equivalent of such drawing, the applicable Borrower shall reimburse the applicable Issuing Lender, on the Business Day immediately following the date such drawing is honored, in an amount in same day funds equal to the excess of the amount of the Dollar Equivalent of such drawing over the Dollar Equivalent of the amount of such Multicurrency Revolving Loans or Dollar Revolving Loans, if any, which are so received, plus accrued interest on such amount at the rate set forth in Section 3.1(a) or (g), as applicable; provided, however, to the extent such amounts are not reimbursed prior to 12:00 Noon (New York City time) on the fifth Business Day following such payment or disbursement, interest shall thereafter accrue on the amounts so paid or disbursed by such Issuing Lender (and until reimbursed by the applicable Borrower) at a rate per annum which shall be the Base Rate in effect from time to time plus the Applicable Base Rate Margin (plus an additional 2% per annum), such interest also to be payable on and after demand. The respective Issuing Lender shall give the third Business Day following applicable Borrower prompt notice of each Drawing under any Letter of Credit, provided that the respective Drawing)failure to give any such notice shall in no way affect, impair or diminish any Loan Party’s obligations hereunder. (bii) The Borrower's obligation obligations of each Borrower under this Section 2.03 2.10(d) to reimburse the Letter of Credit Issuer respective Issuing Lender with respect to Unpaid Drawings drawings on Letters of Credit (each, a “Drawing”) (including, in each case, interest thereon) shall be absolute and unconditional under any and all circumstances and irrespective of any setoff, counterclaim or defense to payment which the such Borrower may have or have had against the Letter of Credit Issuerany Issuing Lender, the Administrative Agent or any Bank, including, without limitation, any defense based upon the failure of any drawing under a Letter of Credit issued by it to substantially conform to the terms Lender (including in its capacity as issuer of the Letter of Credit or as LC Participant), or any non-application or misapplication by the beneficiary of the proceeds of such drawing; providedDrawing, however, the respective Issuing Lender’s only obligation to Borrowers being to confirm that the Borrower shall not any documents required to be obligated to reimburse the delivered under such Letter of Credit Issuer for appear to have been delivered and that they appear to comply on their face with the requirements of such Letter of Credit. Any action taken or omitted to be taken by any wrongful payment made by the Issuing Lender under or in connection with any Letter of Credit Issuer under a Letter if taken or omitted in the absence of Credit issued by it as a result of acts gross negligence or omissions constituting willful misconduct or gross negligence on the part as determined by a final and non- appealable judgment rendered by a court of the Letter of Credit Issuercompetent jurisdiction, shall not create for such Issuing Lender any resulting liability to any Borrower.

Agreement to Repay Letter of Credit Payments. (a) The Borrower hereby agrees to reimburse the Letter of Credit Issuer, by making payment directly to the Letter of Credit Issuer in immediately available fundsAdministrative Agent at the Payment Office, for any payment or disbursement made by the Letter of Credit Issuer under any Letter of Credit issued by it (each such amount so paid or disbursed until reimbursed, an "Unpaid Drawing") no later than one Business Day following immediately after, and in any event on the date that the on which Borrower receives notice from is notified by the Letter of Credit Issuer of such payment or disbursement, disbursement with interest on the amount so paid or disbursed by the Letter of Credit Issuer Issuer, to the extent not reimbursed prior to 1:00 P.M. (New York time) on the date of such payment or disbursement, from and including the date paid or disbursed to but not including the date the Letter of Credit Issuer is reimbursed therefor at a rate per annum which shall be the Applicable Margin plus the Base Rate as in effect from time to time for Revolving Loans on the date of such notice of payment or disbursement (plus an additional 2% per annum if not reimbursed by the third Business Day after the date the Borrower receives notice from the Letter of Credit Issuer of such notice of payment or disbursement), such interest also to be payable on demand. (i) The Letter of Credit Issuer shall not concern itself with the regularity or propriety of any demand made under any Letter of Credit beyond the face thereof, provided that such demand strictly complies with the notice referred terms of such Letter of Credit and (subject to above the provisos contained in this clause Sections 2.03(b)(i) and (aii)) it shall not be required a defense to be given if a Default or an Event claim of Default under the Letter of Credit Issuer made pursuant to Section 9.05 shall 13.01 that the Letter of Credit Issuer could have occurred resisted the payment in respect of which such claim is made. The Borrower will promptly examine all instruments and be continuingdocuments from time to time delivered by the Letter of Credit Issuer to the Borrower and will, within three (3) Business Days of such receipt, notify the Letter of Credit Issuer in which case such Unpaid Drawings shall be due and payable immediately without presentment, demand, protest or notice writing of any kind (all claim of which are hereby non-compliance with the Letter of Credit or the Borrower's instructions to the Letter of Credit Issuer or other irregularity, and the Borrower shall conclusively be deemed to have waived any claim against the Letter of Credit Issuer and its correspondents hereunder unless such notice is given by each Credit Party) and shall bear interest at a rate per annum which shall be the Base Rate plus the Applicable Margin for Revolving Loans (plus an additional 2% on and after the third Business Day following the respective Drawing)Borrower as aforesaid. (bii) The Borrower's obligation under this Section 2.03 to reimburse the Letter of Credit Issuer with respect to Unpaid Drawings (including, in each case, interest thereon) shall be absolute and unconditional under any and all circumstances and irrespective of any setoff, counterclaim or defense to payment which the Borrower may have or have had against the Letter of Credit Issuer, the Administrative Agent Issuer or any Bank, including, without limitation, any defense based upon the failure of any drawing under a Letter of Credit issued by it to substantially conform to the terms of the Letter of Credit (other than the failure of the Letter of Credit Issuer to determine that any documents required to be delivered under such Letter of Credit have been delivered and that they substantially comply on their face with the requirements of such Letter of Credit) or any non-application or misapplication by the beneficiary of the proceeds of such drawing; provided, however, that notwithstanding the terms of Section 2.04(b) (i) Borrower shall not be obligated to reimburse the Letter of Credit Issuer for any wrongful payment made by the Letter of Credit Issuer under a Letter of Credit issued by it as a result of acts or omissions constituting willful misconduct or gross negligence on the part of the Letter of Credit IssuerIssuer as determined in a final, non-appealable judgment, by a court of competent jurisdiction.

Agreement to Repay Letter of Credit Payments. (a) The Borrower hereby agrees to reimburse the respective Letter of Credit Issuer, by making payment directly to the Letter of Credit Issuer Administrative Agent in immediately available fundsfunds at the Payment Office, for any payment or disbursement made by the such Letter of Credit Issuer under any Letter of Credit issued by it (each such amount so paid or disbursed until reimbursed, an "Unpaid Drawing") no later than one Business Day following the date that the Borrower receives notice from the Letter of Credit Issuer of such payment or disbursement, with interest on the amount so paid or disbursed by the such Letter of Credit Issuer Issuer, to the extent not reimbursed prior to 1:00 P.M. (New York time) on the date of such payment or disbursement, from and including the date paid or disbursed to but not including the date the such Letter of Credit Issuer is reimbursed 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 for Revolving Loans (plus an additional 2% per annum if on all such amounts not reimbursed by the third Business Day after the date the Borrower receives notice from the Letter of Credit Issuer of such payment or disbursement), such interest also to be payable on demand, provided that . Each Letter of Credit Issuer shall provide the notice referred to above in this clause (a) shall 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 such Unpaid Drawings shall be due and payable immediately without presentment, demand, protest or Borrower prompt notice of any kind (all payment or disbursement made by it under any Letter of which are hereby waived Credit issued by each Credit Partyit, although the failure of, or delay in, giving any such notice shall not release or diminish the obligations of the Borrower under this Section 2.03(a) and shall bear interest at a rate per annum which shall be the Base Rate plus the Applicable Margin for Revolving Loans (plus an additional 2% on and after the third Business Day following the respective Drawing)or under any other Section of this Agreement. (b) The Borrower's obligation under this Section 2.03 to reimburse the respective Letter of Credit Issuer with respect to Unpaid Drawings (including, in each case, interest thereon) shall be absolute and unconditional under any and all circumstances and irrespective of any setoff, counterclaim or defense to payment which the Borrower may have or have had against the such Letter of Credit Issuer, the Administrative Agent or any Bank, including, without limitation, any defense based upon the failure of any drawing under a Letter of Credit issued by it to substantially conform to the terms of the Letter of Credit or any non-application or misapplication by the beneficiary of the proceeds of such drawing; provided, however, that the Borrower shall not be obligated to reimburse the such Letter of Credit Issuer for any wrongful payment made by the such Letter of Credit Issuer under a Letter of Credit issued by it as a result of acts or omissions constituting bad faith, willful misconduct or gross negligence on the part of the such Letter of Credit Issuer.

Agreement to Repay Letter of Credit Payments. (ai) The Borrower Company hereby agrees to reimburse the Letter of Credit IssuerFacing Agent, by making payment directly to the Letter of Credit Issuer Administrative Agent in immediately available fundsfunds in Dollars at the Payment Office, for any payment or disbursement made by the Letter of Credit Issuer Facing Agent under and in accordance with any Letter of Credit issued by it (each such amount so paid or disbursed until reimbursed, an "Unpaid Drawing") ), no later than one Business Day following after the date that the Borrower on which -------------- Company receives notice from the Letter of Credit Issuer of such payment or disbursement, with interest on the amount so paid or disbursed by the Letter of Credit Issuer Facing Agent, to the extent not reimbursed prior to 1:00 P.M. 12:00 Noon (New York City time) on the date of such payment or disbursement, from and including the date paid or disbursed to but not including excluding the date the Letter of Credit Issuer Facing Agent is reimbursed therefor at a rate per annum which shall be the Applicable Margin plus the Base Rate as in effect from time to time for Revolving Loans (plus an additional 2% per annum if not reimbursed by the third Business Day after the date the Borrower receives notice from the Letter of Credit Issuer of such payment or disbursement), such interest also to be payable on demand, provided that the notice referred to above in this clause (a) shall 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 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 each Credit Party) and shall bear interest Company at a rate per annum which shall be the Base Rate in effect from time to time plus the Applicable Eurocurrency Margin for Revolving Loans, provided, however, that, -------- ------- anything contained in this Agreement to the contrary notwithstanding, (i) unless Company shall have notified Administrative Agent and Facing Agent prior to 11:00 a.m. (New York City time) on the Business Day following receipt of such notice that Facing Agent will be reimbursed for the amount of such Unpaid Drawing with funds other than the proceeds of Revolving Loans, Company shall be deemed to have timely given a Notice of Borrowing to Administrative Agent requesting each Revolving Lender to make Revolving Loans which are Base Rate Loans on the date on which such Unpaid Drawing is honored in an amount equal to the Dollar Equivalent of the amount of such Unpaid Drawing and Administrative Agent shall, if such Notice of Borrowing is deemed given, promptly notify the Lenders thereof and (ii) unless any of the events described in Section 10.1(e) or 10.1(f) shall have occurred (in which event the procedures of Section ---------------- ------- -------- 2.8(e) shall apply), each such Revolving Lender shall, on the date such drawing is honored, make Revolving Loans which are Base Rate ------ Loans in the amount of its Revolver Pro Rata Share of the Dollar Equivalent of such Unpaid Drawing, the proceeds of which shall be applied directly by Administrative Agent to reimburse Facing Agent for the amount of such Unpaid Drawing; and provided, further, -------- ------- that, if for any reason, proceeds of Revolving Loans are not received by Facing Agent on such date in an amount equal to the amount of such drawing, Company shall reimburse Facing Agent, on the Business Day immediately following the date such drawing is honored, in an amount in same day funds equal to the excess of the amount of such drawing over the amount of such Revolving Loans, if any, which are so received, plus accrued interest on such amount at the rate set forth in Section 3.1(a); provided, however, to the extent such -------------- -------- ------- amounts are not reimbursed prior to 12:00 Noon (New York City time) on the fifth Business Day following such payment or disbursement, interest shall thereafter accrue on the amounts so paid or disbursed by Facing Agent (and until reimbursed by Company) 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 (plus an additional 2% per annum), such interest also to be payable on and after demand. Facing Agent shall give Company prompt notice of each Drawing under any Letter of Credit, provided that the third Business Day following the respective Drawing)failure to give any such notice shall in no way affect, impair or diminish Company's obligations hereunder. (bii) The Borrower's obligation obligations of Company under this Section 2.03 2.8(d) to reimburse the Letter of Credit Issuer Facing Agent with respect to Unpaid Drawings drawings on Letters of Credit -------------- (each, a "Drawing") (including, in each case, interest thereon) shall be absolute and unconditional under any and all circumstances ------- and irrespective of any setoff, counterclaim or defense to payment which the Borrower Company may have or have had against the Letter of Credit IssuerFacing Agent, the Administrative Agent or any Bank, including, without limitation, any defense based upon the failure of any drawing under a Letter of Credit issued by it to substantially conform to the terms Lender (including in its capacity as issuer of the Letter of Credit or as LC Participant), or any non-application or misapplication by the beneficiary of the proceeds of such drawing; providedDrawing, however, Facing Agent's only obligation to Company being to confirm that the Borrower shall not any documents required to be obligated to reimburse the delivered under such Letter of Credit Issuer for any wrongful payment made by appear to have been delivered and that they appear to comply on their face with the requirements of such Letter of Credit Issuer under a Letter of Credit issued by it as a result of acts or omissions constituting willful misconduct or gross negligence on the part of the Letter of Credit IssuerCredit.

Agreement to Repay Letter of Credit Payments. (ai) The applicable Borrower hereby agrees to reimburse the Letter of Credit Issuerrespective Facing Agent, by making payment directly to the Letter of Credit Issuer Administrative Agent in immediately available fundsfunds in Dollars (or if such Unpaid Drawing was in an Alternative Currency, then in such Alternative Currency or, at the option of such Borrower, the Dollar Equivalent amount of such Unpaid Drawing in Dollars) at the Notice Address, for any payment or disbursement made by the Letter of Credit Issuer such Facing Agent under and in accordance with any Letter of Credit issued by it (each such amount so paid or disbursed until reimbursed, an "“Unpaid Drawing") ”), no later than one 1 Business Day following after the date that on which Company and the applicable Borrower receives notice from the Letter of Credit Issuer of such payment or disbursementdisbursement (the “Honor Date”), together with interest on the amount so paid or disbursed by the Letter of Credit Issuer such Facing Agent, to the extent not reimbursed prior to 1:00 P.M. 12:00 Noon (New York City time) on the date of such payment or disbursement, from and including the date paid or disbursed by such Facing Agent to but not including excluding the date the Letter of Credit Issuer such Facing Agent is reimbursed therefor by or on behalf of the applicable Borrower at a rate per annum which shall be, (x) in the case of Letters of Credit denominated in Dollars, the Base Rate in effect from time to time plus the Applicable Base Rate Margin and (y) in the case of Letters of Credit denominated in an Alternative Currency, at a rate per annum which shall be the Applicable Margin plus the Base Eurocurrency Rate as applicable to Loans denominated in such Alternate Currency in effect from time to time plus the Applicable Eurocurrency Margin; provided, however, that anything contained in this Agreement to the contrary notwithstanding, (i) unless Company or the applicable Borrower shall have notified the Administrative Agent and the applicable Facing Agent prior to 10:00 a.m. (New York City time) on the Honor Date that the applicable Facing Agent will be reimbursed for the amount of such Unpaid Drawing with funds other than the proceeds of Multicurrency Revolving Loans (plus an additional 2% per annum if not reimbursed by under the third Business Day after the date the Borrower receives notice from the Revolving Facility under which such Letter of Credit Issuer was issued, the applicable Borrower shall be deemed to have timely given a Notice of Borrowing to the Administrative Agent requesting each Multicurrency Revolving Lender under such Revolving Facility to make Multicurrency Revolving Loans under such Revolving Facility which are, (x) in the case of Letters of Credit denominated in Dollars, Base Rate Loans or (y) in the case of Letters of Credit denominated in an Alternative Currency, Eurocurrency Loans, in each case on the Honor Date in an amount equal to the Dollar Equivalent of the amount of such payment Unpaid Drawing and the Administrative Agent shall, if such Notice of Borrowing is deemed given, promptly notify the Revolving Lenders under such Revolving Facility thereof and (ii) unless any of the events described in Section 10.1(e) or disbursement), such interest also to be payable on demand, provided that the notice referred to above in this clause (a10.1(f) shall not be required to be given if a Default or an Event of Default under Section 9.05 shall have occurred and be continuingcontinuing (in which event the procedures of Section 2.10(e) shall apply), each such Multicurrency Revolving Lender under such Revolving Facility shall, on the Honor Date, make Multicurrency Revolving Loans which are, (x) in the case of Letters of Credit denominated in Dollars, Base Rate Loans or (y) in the case of Letters of Credit denominated in Alternative Currency, Eurocurrency Loans, in which each case in the amount of its Multicurrency Revolver Pro Rata Share of(in the case of a Letter of Credit issued under the Multicurrency Revolving Facility) or USD Revolver Pro Rata Share (in the case of a Letter of Credit issued under the USD Revolving Facility) of the Dollar Equivalent of such Unpaid Drawings Drawing, the proceeds of which shall be due applied directly by the Administrative Agent to reimburse the applicable Facing Agent for the amount of such Unpaid Drawing; and payable provided, further, that if for any reason, proceeds of Multicurrency Revolving Loans under such Revolving Facility are not received by the applicable Facing Agent on the Honor Date in an amount equal to the amount of the Dollar Equivalent of such Unpaid Drawing, the applicable Borrower shall reimburse or cause to be reimbursed the applicable Facing Agent, on the Business Day immediately without presentmentfollowing the Honor Date, demandin an amount in Same Day Funds equal to the excess of the amount of the Dollar Equivalent of such Unpaid Drawing over the Dollar Equivalent of the amount of such Multicurrency Revolving Loans under such Revolving Facility, protest if any, which were so received, plus accrued interest on such amount at the rate set forth in Section 3.1(a); provided, however, that to the extent such amounts are not reimbursed prior to 12:00 Noon (New York City time) on the fifth Business Day following the date of payment or notice disbursement by the applicable Facing Agent, interest shall thereafter accrue on the amounts so paid or disbursed by such Facing Agent (and until reimbursed by or on behalf of any kind (all of which are hereby waived by each Credit Partythe applicable Borrower) and 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 (plus an additional 2% per annum, such interest also to be payable on demand. The respective Facing Agent shall give Company and after the third Business Day following applicable Borrower prompt written notice of each Drawing under any Letter of Credit; provided that the respective Drawing)failure to give any such notice shall in no way affect, impair or diminish Company’s or any other Borrower’s obligations hereunder. (bii) The Borrower's obligation Obligations of the applicable Borrower under this Section 2.03 2.10(d) to reimburse or cause to be reimbursed the Letter of Credit Issuer respective Facing Agent with respect to Unpaid Drawings drawings on Letters of Credit issued for such Borrower’s account (each, a “Drawing”) (including, in each case, interest thereon) shall be absolute and unconditional under any and all circumstances and (including irrespective of: (A) any lack of validity or enforceability of this Agreement or any of the other Loan Documents; (B) the existence of any claim, setoff, counterclaim defense or other defense to payment which the any Borrower may have or have had at any time against the a beneficiary named in a Letter of Credit, any transferee of any Letter of Credit Issuer(or any Person for whom any such transferee may be acting), the Administrative Agent Agent, the Collateral Agent, the Facing Agent, any LC Participant, or any Bankother Person, including, without limitationwhether in connection with this Agreement, any defense based upon the failure of any drawing under a Letter of Credit issued by it to substantially conform to Credit, the terms of transactions contemplated herein or any unrelated transactions (including any underlying transaction between any Borrower and the beneficiary named in any such Letter of Credit or Credit); (C) any non-application or misapplication mis-application by the beneficiary of the proceeds of such drawing; providedDrawing; (D) any draft, however, that the Borrower shall not be obligated to reimburse the certificate or any other document presented under any Letter of Credit Issuer proving to be forged, fraudulent, invalid or insufficient in any respect to any statement therein being untrue or inaccurate in any respect; or (E) the surrender or impairment of any security for the performance or observance of any wrongful payment made by of the terms of any of the Loan Documents, the respective Facing Agent’s only obligation to such Borrower being to confirm that any documents required to be delivered under such Letter of Credit Issuer appear to have been delivered and that they appear to comply on their face with the requirements of such Letter of Credit. Any action taken or omitted to be taken by any Facing Agent under a or in connection with any Letter of Credit issued by it as if taken or omitted in the absence of a result bad faith breach of acts its material obligations hereunder, gross negligence or omissions constituting willful misconduct as determined by a final and non-appealable judgment rendered by a court of competent jurisdiction, shall not create for such Facing Agent any resulting liability to Company or gross negligence on the part of the Letter of Credit Issuerany Lender.

Agreement to Repay Letter of Credit Payments. (a) The Borrower hereby agrees to reimburse the each Letter of Credit Issuer, by making payment directly to the Letter of Credit Issuer in immediately available fundsAdministrative Agent at the Payment Office, for any payment or disbursement made by the such Letter of Credit Issuer under any Letter of Credit issued by it (each such amount so paid or disbursed until reimbursed, an "Unpaid Drawing") no later than one Business Day following immediately after, and in any event on the date that on which the Borrower receives notice from the is notified by such Letter of Credit Issuer of such payment or disbursement, disbursement with interest on the amount so paid or disbursed by the such Letter of Credit Issuer Issuer, to the extent not reimbursed prior to 1:00 P.M. (New York time) on the date of such payment or disbursement, from and including the date paid or disbursed to but not including the date the such Letter of Credit Issuer is reimbursed therefor at a rate per annum which shall be the Applicable Margin plus the Base Rate as in effect from time to time for Revolving Loans (plus an additional 2% per annum if not reimbursed by the third Business Day after the date the Borrower receives notice from the Letter of Credit Issuer of such notice of payment or disbursement), such interest also to be payable on demand, provided that the notice referred to above in this clause (a) shall 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 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 each Credit Party) and shall bear interest at a rate per annum which shall be the Base Rate plus the Applicable Margin for Revolving Loans (plus an additional 2% on and after the third Business Day following the respective Drawing). (b) The Borrower's obligation under this Section 2.03 2.04 to reimburse the respective Letter of Credit Issuer with respect to Unpaid Drawings (including, in each case, interest thereon) shall be absolute and unconditional under any and all circumstances and irrespective of any setoff, counterclaim or defense to payment which the Borrower may have or have had against the such Letter of Credit Issuer, the Administrative Agent or any Bank, including, without limitation, any defense based upon the failure of any drawing 0000DSZS.W51 under a Letter of Credit issued by it to substantially conform to the terms of the Letter of Credit (other than the failure of the respective Letter of Credit Issuer to determine that any documents required to be delivered under such Letter of Credit have been delivered and that they substantially comply on their face with the requirements of such Letter of Credit) or any non-application or misapplication by the beneficiary of the proceeds of such drawing; provided, however, that the Borrower shall not be obligated to reimburse the any Letter of Credit Issuer for any wrongful payment made by the such Letter of Credit Issuer under a Letter of Credit issued by it as a result of acts or omissions constituting willful misconduct or gross negligence on the part of the such Letter of Credit Issuer.

Agreement to Repay Letter of Credit Payments. (ai) The Borrower hereby agrees to reimburse the Letter of Credit IssuerFacing Agent, by making payment directly to the Letter of Credit Issuer Administrative Agent in immediately available fundsfunds at the Payment Office, for any payment or disbursement made by the Letter of Credit Issuer Facing Agent under any Letter of Credit issued by it (each such amount so paid or disbursed until reimbursed, an "Unpaid Drawing") ), no later than one Business Day following after the date that the Borrower receives notice from the Letter of Credit Issuer of such payment or disbursement, with interest at the rate set forth in Section 2.9(g)(i)(A) on the amount so paid or disbursed by the Letter of Credit Issuer Facing Agent, to the extent not reimbursed prior to 1:00 P.M. 12:00 Noon (New York City time) on the date of such payment or disbursement, from and including the date paid or disbursed to but not including excluding the date the Letter of Credit Issuer Facing Agent is reimbursed therefor at a rate per annum which shall be the Applicable Margin plus the Base Rate as in effect from time to time for Revolving Loans (plus an additional 2% per annum if not reimbursed by the third Business Day after the date the Borrower receives notice from the Letter of Credit Issuer of such payment or disbursement)Borrower, such interest also to be payable on demand. The Facing Agent shall give Borrower prompt notice of each Drawing under any Letter of Credit, provided that the failure to give any such notice referred to above shall in this clause (a) shall not be required to be given if a Default no way affect, impair or an Event of Default under Section 9.05 shall have occurred and be continuing, in which case 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 each Credit Party) and shall bear interest at a rate per annum which shall be the Base Rate plus the Applicable Margin for Revolving Loans (plus an additional 2% on and after the third Business Day following the respective Drawing)diminish Borrower's obligations hereunder. (bii) The Borrower's obligation Obligations of Borrower under this Section 2.03 2.9(d) to reimburse the Letter of Credit Issuer Facing Agent with respect to Unpaid Drawings drawings on Letters of Credit (each, a "Drawing") (including, in each case, interest thereon) shall be absolute and unconditional under any and all circumstances and irrespective of any setoff, counterclaim or defense to payment which the Borrower may have or have had against the Letter of Credit IssuerFacing Agent, the Administrative Agent or any Bank, including, without limitation, any defense based upon the failure of any drawing under a Letter of Credit issued by it to substantially conform to the terms Lender (including in its capacity as issuer of the Letter of Credit or as LC Participant), or any non-application nonapplication or misapplication by the beneficiary of the proceeds of such drawing; providedDrawing, however, the Facing Agent's only obligation to Borrower being to confirm that the Borrower shall not any documents required to be obligated to reimburse the delivered under such Letter of Credit Issuer for any wrongful payment made appear to have been delivered and that they appear to comply on their face with the requirements of such Letter of Credit. Any action taken or omitted to be taken by the Facing Agent under or in connection with any Letter of Credit Issuer under a Letter if taken or omitted in the absence of Credit issued by it as a result of acts or omissions constituting willful misconduct or gross negligence on the part of the Letter of Credit Issueror willful misconduct, shall not create for such Facing Agent any resulting liability to Borrower.

Agreement to Repay Letter of Credit Payments. (a) The Borrower hereby agrees to reimburse the Letter of Credit Issuerrespective Issuing Bank, by making payment directly to the Letter of Credit Issuer Administrative Agent in immediately available fundsfunds at the Payment Office, for any payment or disbursement made by the Letter of Credit Issuer it under any Letter of Credit issued by it (each such amount amount, so paid or disbursed until reimbursed, an "“Unpaid Drawing") ”), no later than one Business Day following after the date that the Borrower receives notice from the Letter of Credit Issuer of such payment or disbursement, with interest on the amount so paid or disbursed by the Letter of Credit Issuer such Issuing Bank, to the extent not reimbursed prior to 1:00 P.M. 12:00 Noon (New York time) on the date of such payment or disbursement, from and including the date paid or disbursed to but not including excluding the date the Letter of Credit Issuer is reimbursed therefor at a rate per annum which shall be the Applicable Margin plus the Base Rate as in effect from time to time for Revolving Loans (plus an additional 2% per annum if not such Issuing Bank was reimbursed by the third Business Day after the date the Borrower receives notice from the Letter of Credit Issuer of such payment or disbursement), such interest also to be payable on demand, provided that the notice referred to above in this clause (a) shall 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 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 each Credit Party) and shall bear interest 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 Loans; provided, however, to the extent such amounts are not reimbursed prior to 12:00 Noon (plus an additional 2% New York time) on and after the third Business Day following such payment or disbursement, interest shall thereafter accrue on the amounts so paid or disbursed by such Issuing 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 plus 2%, in each such case, with interest to be payable on demand. The respective Drawing)Issuing 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 obligations hereunder. (b) The Borrower's obligation obligations of the Borrower under this Section 2.03 2.04 to reimburse the Letter of Credit Issuer respective Issuing Bank with respect to Unpaid Drawings drawings on Letters of Credit (each, a “Drawing”) (including, in each case, interest thereon) shall be absolute and unconditional under any and all circumstances and irrespective of any setoffset-off, counterclaim or defense to payment which the Borrower may have or have had against the Letter of Credit Issuer, the Administrative Agent or any Bank, including, without limitation, any defense based upon the failure of any drawing under a Letter of Credit issued by it to substantially conform to the terms Bank (including in its capacity as issuer of the Letter of Credit or as Participant), or any non-application nonapplication or misapplication by the beneficiary of the proceeds of such drawing; providedDrawing, however, that the respective Issuing Bank’s only obligation to the Borrower shall not being to confirm that any documents required to be obligated to reimburse the delivered under such Letter of Credit Issuer for appear to have been delivered and that they appear to comply on their face with the requirements of such Letter of Credit. Any action taken or omitted to be taken by any wrongful payment made by the Issuing Bank under or in connection with any Letter of Credit Issuer under a Letter if taken or omitted in the absence of Credit issued by it as a result of acts or omissions constituting willful misconduct or gross negligence on or willful misconduct, as determined by a court of competent jurisdiction, shall not create for such Issuing Bank any resulting liability to the part of the Letter of Credit IssuerBorrower.

Agreement to Repay Letter of Credit Payments. (ai) The Borrower Company hereby agrees to reimburse (or cause the Letter of Credit Issuerapplicable Borrower to reimburse) the respective Facing Agent, by making payment directly to the Letter of Credit Issuer Administrative Agent in immediately available fundsfunds in Dollars at the Payment Office, for any payment or disbursement made by the Letter of Credit Issuer such Facing Agent under and in accordance with any Letter of Credit issued by it (each such amount so paid or disbursed until reimbursed, an "Unpaid Drawing") ), no later than one Business Day following after the date that the Borrower on which Company receives notice from the Letter of Credit Issuer of such payment or disbursementdisbursement (if such Unpaid Drawing was in an Alternative Currency, then in the Dollar Equivalent amount of such Unpaid Drawing), with interest on the amount so paid or disbursed by the Letter of Credit Issuer such Facing Agent, to the extent not reimbursed prior to 1:00 P.M. 12:00 Noon (New York City time) on the date of such payment or disbursement, from and including the date paid or disbursed to but not including excluding the date the Letter of Credit Issuer such Facing Agent is reimbursed therefor at a rate per annum which shall be the Applicable Margin plus the Base Rate as in effect from time to time for Revolving Loans (plus an additional 2% per annum if not reimbursed by the third Business Day after the date the Borrower receives notice from the Letter of Credit Issuer of such payment or disbursement), such interest also to be payable on demand, provided that the notice referred to above in this clause (a) shall 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 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 each Credit Party) and shall bear interest Company at a rate per annum which shall be the Base Rate in effect from time to time plus the Applicable Margin Base Rate Margin; provided, however, that, anything contained in this Agreement to the contrary notwithstanding, (i) unless Company shall have notified Administrative Agent and the applicable Facing Agent prior to 10:00 a.m. (New York City time) on the Business Day following receipt of such notice that the applicable Facing Agent will be reimbursed for the amount of such Unpaid Drawing with funds other than the proceeds of Multicurrency Revolving Loans, Company shall be deemed to have timely given a Notice of Borrowing to Administrative Agent requesting each Multicurrency Revolving Lender to make Multicurrency Revolving Loans which are Base Rate Loans on the date on which such Unpaid Drawing is honored in an amount equal to the Dollar Equivalent of the amount of such Unpaid Drawing and Administrative Agent shall, if such Notice of Borrowing is deemed given, promptly notify the Lenders thereof and (ii) unless any of the events described in Section 10.1(e) or 10.1(f) shall have occurred (in which event the procedures of Section 2.10(e) shall apply), each such Multicurrency Revolving Lender shall, on the date such drawing is honored, make Multicurrency Revolving Loans which are Base Rate Loans in the amount of its Multicurrency Revolver Pro Rata Share of the Dollar Equivalent of such Unpaid Drawing, the proceeds of which shall be applied directly by Administrative Agent to reimburse the applicable Facing Agent for the amount of such Unpaid Drawing; and provided, further, that, if for any reason, proceeds of Multicurrency Revolving Loans are not received by the applicable Facing Agent on such date in an amount equal to the amount of the Dollar Equivalent of such drawing, the applicable Borrower shall reimburse the applicable Facing Agent, on the Business Day immediately following the date such drawing is honored, in an amount in same day funds equal to the excess of the amount of the Dollar Equivalent of such drawing over the Dollar Equivalent of the amount of such Multicurrency Revolving Loans, if any, which are so received, plus accrued interest on such amount at the rate set forth in Section 3.1(a); provided, however, to the extent such amounts are not reimbursed prior to 12:00 Noon (New York City time) on the fifth Business Day following such payment or disbursement, interest shall thereafter accrue on the amounts so paid or disbursed by such Facing Agent (and until reimbursed by Company) at a rate per annum which shall be the Base Rate in effect from time to time plus the Applicable Base Rate Margin plus an additional 2% per annum, such interest also to be payable on and after demand. The respective Facing Agent shall give Company prompt notice of each Drawing under any Letter of Credit, provided that, the third Business Day following the respective Drawing)failure to give any such notice shall in no way affect, impair or diminish Company's obligations hereunder. (bii) The Borrower's obligation Obligations of Company under this Section 2.03 2.10(d) to reimburse the Letter of Credit Issuer respective Facing Agent with respect to Unpaid Drawings drawings on Letters of Credit (each, a "Drawing") (including, in each case, interest thereon) shall be absolute and unconditional under any and all circumstances and irrespective of any setoff, counterclaim or defense to payment which the any Borrower may have or have had against the Letter of Credit Issuerany Facing Agent, the Administrative Agent or any Bank, including, without limitation, any defense based upon the failure of any drawing under a Letter of Credit issued by it to substantially conform to the terms Lender (including in its capacity as issuer of the Letter of Credit or as LC Participant), or any non-application or misapplication by the beneficiary of the proceeds of such drawing; providedDrawing, however, the respective Facing Agent's only obligation to Borrowers being to confirm that the Borrower shall not any documents required to be obligated to reimburse the delivered under such Letter of Credit Issuer for appear to have been delivered and that they appear to comply on their face with the requirements of such Letter of Credit. Any action taken or omitted to be taken by any wrongful payment made by the Facing Agent under or in connection with any Letter of Credit Issuer under a Letter if taken or omitted in the absence of Credit issued by it as a result of acts gross negligence or omissions constituting willful misconduct or gross negligence on the part as determined by a final and non-appealable judgment rendered by a court of the Letter of Credit Issuercompetent jurisdiction, shall not create for such Facing Agent any resulting liability to any Borrower.

Agreement to Repay Letter of Credit Payments. (ai) The Borrower Company hereby agrees to reimburse (or to cause the Letter of Credit Issuerapplicable Subsidiary Borrower to reimburse) the respective Facing Agent, by making payment directly to the Letter of Credit Issuer Administrative Agent in immediately available fundsfunds in Dollars at the Payment Office, for the Dollar Equivalent of any payment or disbursement made by the Letter of Credit Issuer such Facing Agent under and in accordance with any Letter of Credit issued by it (each such amount so paid or disbursed until reimbursed, an "Unpaid Drawing") ), no later than one Business Day following after the date that on which the Borrower Company receives notice from the Letter of Credit Issuer of such payment or disbursementdisbursement (if such Unpaid Drawing was in an Alternative Currency, then the Dollar Equivalent of such Unpaid Drawing), with interest on the amount so paid or disbursed by the Letter of Credit Issuer such Facing Agent, to the extent not reimbursed prior to 1:00 P.M. 12:00 Noon (New York City time) on the date of such payment or disbursement, from and including the date paid or disbursed to but not including excluding the date the Letter of Credit Issuer such Facing Agent is reimbursed therefor at a rate per annum which shall be the Applicable Margin plus the Base Rate as in effect from time to time for Revolving Loans (plus an additional 2% per annum if not reimbursed by the third Business Day after the date the Borrower receives notice from the Letter of Credit Issuer of such payment or disbursement), such interest also to be payable on demand, provided that the notice referred to above in this clause (a) shall 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 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 each Credit Party) and shall bear interest Company at a rate per annum which shall be the Base Rate in effect from time to time plus the Applicable Margin Eurocurrency Margin, provided, however, that, anything contained in this Agreement to the contrary notwithstanding, (i) unless the Company shall have notified Administrative Agent and the applicable Facing Agent prior to 10:00 a.m. (New York City time) on the Business Day following receipt of such notice that the applicable Facing Agent will be reimbursed for the amount of such Unpaid Drawing with funds other than the proceeds of Revolving Loans, the Company shall be deemed to have timely given a Notice of Borrowing to Administrative Agent requesting each Revolving Lender to make Revolving Loans which are Base Rate Loans on the date on which such Unpaid Drawing is honored in an amount equal to the Dollar Equivalent of the amount of such Unpaid Drawing and Administrative Agent shall, if such Notice of Borrowing is deemed given, promptly notify the Lenders thereof and (ii) unless any of the events described in Section 10.1(e) or 10.1(f) shall have occurred (in which event the procedures of Section 2.9(e) shall apply), each such Revolving Lender shall, on the date such drawing is honored, make Revolving Loans which are Base Rate Loans in the amount of its Revolver Pro Rata Share of the Dollar Equivalent of such Unpaid Drawing, the proceeds of which shall be applied directly by Administrative Agent to reimburse the applicable Facing Agent for the amount of such Unpaid Drawing; and provided, further, that, if for any reason, proceeds of Revolving Loans are not received by the applicable Facing Agent on such date in an amount equal to the amount of the Dollar Equivalent of such drawing, the Company shall reimburse the applicable Facing Agent, on the Business Day immediately following the date such drawing is honored, in an amount in same day funds equal to the excess of the amount of the Dollar Equivalent of such drawing over the Dollar Equivalent of the amount of such Revolving Loans, if any, which are so received, plus accrued interest on such amount at the rate set forth in Section 3.1(a); provided, however, to the extent such amounts are not reimbursed prior to 12:00 Noon (New York City time) on the fifth Business Day following such payment or disbursement, interest shall thereafter accrue on the amounts so paid or disbursed by such Facing Agent (and until reimbursed by the Company) at a rate per annum which shall be the Base Rate in effect from time to time plus the Applicable Base Rate Margin (plus an additional 2% per annum), such interest also to be payable on and after demand. The respective Facing Agent shall give the third Business Day following Company prompt notice of each Drawing under any Letter of Credit, provided that the respective Drawing)failure to give any such notice shall in no way affect, impair or diminish the Company's obligations hereunder. (bii) The Borrower's obligation Obligations of the Company under this Section 2.03 2.9(d) to reimburse the Letter of Credit Issuer respective Facing Agent with respect to Unpaid Drawings drawings on Letters of Credit (each, a "Drawing") (including, in each case, interest thereon) shall be absolute and unconditional under any and all circumstances and irrespective of any setoff, counterclaim or defense to payment which the Borrower Company may have or have had against the Letter of Credit Issuerany Facing Agent, the Administrative Agent or any Bank, including, without limitation, any defense based upon the failure of any drawing under a Letter of Credit issued by it to substantially conform to the terms Lender (including in its capacity as issuer of the Letter of Credit or as LC Participant), or any non-application or misapplication by the beneficiary of the proceeds of such drawing; providedDrawing, however, the respective Facing Agent's only obligation to the Company being to confirm that the Borrower shall not any documents required to be obligated to reimburse the delivered under such Letter of Credit Issuer for appear to have been delivered and that they appear to comply on their face with the requirements of such Letter of Credit. Any action taken or omitted to be taken by any wrongful payment made by the Facing Agent under or in connection with any Letter of Credit Issuer under a Letter if taken or omitted in the absence of Credit issued by it as a result of acts gross negligence or omissions constituting willful misconduct or gross negligence on as determined by a final and non-appealable judgment rendered by a court of competent jurisdiction, shall not create for such Facing Agent any resulting liability to the part of the Letter of Credit IssuerCompany.

Agreement to Repay Letter of Credit Payments. (a) The Borrower Account Party hereby agrees to reimburse the Letter of Credit Issuereach L/C Bank, by making payment directly to the Letter of Credit Issuer each L/C Bank in immediately available funds, for any payment or disbursement made by the Letter of Credit Issuer such L/C Bank under any Letter of Credit issued by it (each such amount so paid or disbursed until reimbursed, an "Unpaid Drawing") no later than one Business Day following the date that the Borrower receives notice in writing or by telephone (promptly confirmed in writing) from the Letter of Credit Issuer Issuing Agent of such payment or disbursement, with interest on the amount so paid or disbursed by the Letter of Credit Issuer such L/C Bank to the extent not reimbursed prior to 1:00 P.M. (New York time) on the date of such payment or disbursement, from and including the date paid or disbursed to but not including the date the Letter of Credit Issuer that such L/C Bank is reimbursed therefor at a rate per annum which shall be the Applicable Margin plus the Base Rate as in effect from time to time for Revolving Loans (plus an additional 2% per annum if not reimbursed by the third Business Day after the date the Borrower receives notice from the Letter of Credit Issuer such L/C Bank of such payment or disbursement), such interest also to be payable on demand, provided that the notice referred to above in this clause (a) shall 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 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 each Credit the Account Party) and shall bear interest at a rate per annum which shall be the Base Rate plus the Applicable Margin for Revolving Loans (plus an additional 2% on and after the third Business Day following the respective Drawingdrawing). (b) The BorrowerAccount Party's obligation under this Section 2.03 to reimburse the Letter of Credit Issuer each L/C Bank with respect to Unpaid Drawings (including, in each case, interest thereon) shall be absolute and unconditional under any and all circumstances and irrespective of any setoff, counterclaim or defense to payment which the Borrower Account Party may have or have had against such L/C Bank or the Letter of Credit Issuer, the Administrative Agent or any BankIssuing Agent, including, without limitation, any defense based upon the failure of any drawing under a any Letter of Credit issued by it to substantially conform to the terms of the such Letter of Credit or any non-application or misapplication by the beneficiary of the proceeds of such drawing; provided, however, that the Borrower Account Party shall not be obligated to reimburse the Letter of Credit Issuer any L/C Bank for any wrongful payment made by the Letter of Credit Issuer such L/C Bank under a Letter of Credit issued by it as a result of acts or omissions constituting willful misconduct or gross negligence on the part of the Letter of Credit Issuersuch L/C Bank.

Agreement to Repay Letter of Credit Payments. (ai) The Borrower hereby agrees to reimburse the Letter of Credit Issuerrespective Facing Agent, by making payment directly to the Letter of Credit Issuer Administrative Agent in immediately available fundsfunds at the Payment Office, for any payment or disbursement made by the Letter of Credit Issuer such Facing Agent under and in accordance with any Letter of Credit issued by it (each such amount so paid or disbursed until reimbursed, an "Unpaid DrawingUNPAID DRAWING") ), no later than one Business Day following after the date that the on which Borrower receives notice from the Letter of Credit Issuer of such payment or disbursement, with interest on the amount so paid or disbursed by the Letter of Credit Issuer such Facing Agent, to the extent not reimbursed prior to 1:00 P.M. 12:00 Noon (New York City time) on the date of such payment or disbursement, from and including the date paid or disbursed to but not including excluding the date the Letter of Credit Issuer such Facing Agent is reimbursed therefor at a rate per annum which shall be the Applicable Margin plus the Base Rate as in effect from time to time for Revolving Loans (plus an additional 2% per annum if not reimbursed by the third Business Day after the date the Borrower receives notice from the Letter of Credit Issuer of such payment or disbursement), such interest also to be payable on demand, provided that the notice referred to above in this clause (a) shall 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 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 each Credit Party) and 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 Base Rate Loans, PROVIDED, HOWEVER, to the extent such amounts are not reimbursed prior to 12:00 Noon (New York City time) on the fifth Business Day following such payment or disbursement, interest shall thereafter accrue on the amounts so paid or disbursed by such Facing Agent (and until reimbursed by Borrower) at a rate per annum which shall be the Base Rate in effect from time to time plus the Applicable Margin for Domestic Revolving Loans (maintained as Base Rate Loans plus an additional 2% per annum, such interest also to be payable on and after demand. The respective Facing Agent shall give Borrower prompt notice of each Drawing under any Letter of Credit, provided that the third Business Day following the respective Drawing)failure to give any such notice shall in no way affect, impair or diminish Borrower's obligations hereunder. (bii) The Borrower's obligation Obligations of Borrower under this Section 2.03 SECTION 2.9(D) to reimburse the Letter of Credit Issuer respective Facing Agent with respect to Unpaid Drawings drawings on Letters of Credit (each, a "DRAWING") (including, in each case, interest thereon) shall be absolute and unconditional under any and all circumstances and irrespective of any setoff, counterclaim or defense to payment which the Borrower may have or have had against the Letter of Credit Issuerany Facing Agent, the Administrative Agent or any Bank, including, without limitation, any defense based upon the failure of any drawing under a Letter of Credit issued by it to substantially conform to the terms Lender (including in its capacity as issuer of the Letter of Credit or as LC Participant), or any non-application or misapplication by the beneficiary of the proceeds of such drawing; providedDrawing, however, the respective Facing Agent's only obligation to Borrower being to confirm that the Borrower shall not any documents required to be obligated to reimburse the delivered under such Letter of Credit Issuer for appear to have been delivered and that they appear to comply on their face with the requirements of such Letter of Credit. Any action taken or omitted to be taken by any wrongful payment made by the Facing Agent under or in connection with any Letter of Credit Issuer under a Letter if taken or omitted in the absence of Credit issued by it as a result of acts gross negligence or omissions constituting willful misconduct or gross negligence on the part as determined by a final and non appealable decision rendered by a court of the Letter of Credit Issuercompetent jurisdiction, shall not create for such Facing Agent any resulting liability to Borrower.

Agreement to Repay Letter of Credit Payments. (a) The Borrower hereby agrees to reimburse the Letter of Credit Issuer, by making payment directly to at the Letter of Credit Issuer in immediately available fundsPayment Office, for any payment or disbursement made by the Letter of Credit Issuer under any Letter of Credit issued by it (each such amount so paid or disbursed until reimbursed, an "Unpaid Drawing") no later than one Business Day following immediately after, and in any event on the date that on which the Borrower receives notice from is notified by the Letter of Credit Issuer of such payment or disbursement, disbursement with interest on the amount so paid or disbursed by the Letter of Credit Issuer Issuer, to the extent not reimbursed prior to 1:00 P.M. (New York time) on the date of such payment or disbursement, from and including the date paid or disbursed to but not including the date the Letter of Credit Issuer is reimbursed therefor at a rate per annum which shall be the Applicable Margin plus the Base Rate as in effect from time to time for Revolving Loans on the date of such notice of payment or disbursements (plus an additional 2% per annum if not reimbursed by the third Business Day after the date the Borrower receives notice from the Letter of Credit Issuer of such notice of payment or disbursement), such interest also to be payable on demand, provided that the notice referred to above in this clause (a) shall 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 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 each Credit Party) and shall bear interest at a rate per annum which shall be the Base Rate plus the Applicable Margin for Revolving Loans (plus an additional 2% on and after the third Business Day following the respective Drawing). (b) The Borrower's obligation under this Section 2.03 to reimburse the Letter of Credit Issuer with respect to Unpaid Drawings (including, in each case, interest thereon) shall be absolute and unconditional under any and all circumstances and irrespective of any setoff, counterclaim or defense to payment which the Borrower may have or have had against the Letter of Credit Issuer, the Administrative Agent Issuer or any Bank, including, without limitation, any defense based upon the failure of any drawing under a Letter of Credit issued by it to substantially conform to the terms of the Letter of Credit (other than the failure of the Letter of Credit Issuer to determine that any documents required to be delivered under such Letter of Credit have been delivered and that they substantially comply on their face with the requirements of such Letter of Credit) or any non-application or misapplication by the beneficiary of the proceeds of such drawing; provided, however, that the Borrower shall not be obligated to reimburse the Letter of Credit Issuer for any wrongful payment made by the Letter of Credit Issuer under a Letter of Credit issued by it as a result of acts or omissions constituting willful misconduct or gross negligence on the part of the Letter of Credit Issuer.

Agreement to Repay Letter of Credit Payments. (a) The Borrower hereby agrees to reimburse the respective Letter of Credit Issuer, by making payment directly to the Letter of Credit Issuer Administrative Agent in immediately available fundsfunds at the Payment Office, for any payment or disbursement made by the such Letter of Credit Issuer under any Letter of Credit issued by it (each such amount so paid or disbursed until reimbursed, an "“Unpaid Drawing"”) no later than one Business Day following the date that the Borrower receives notice from the Letter of Credit Issuer of such payment or disbursement, with interest on the amount so paid or disbursed by the such Letter of Credit Issuer Issuer, to the extent not reimbursed prior to 1:00 P.M. (New York time) on the date of such payment or disbursement, from and including the date paid or disbursed to but not including the date the such Letter of Credit Issuer is reimbursed 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 for Revolving Loans (plus an additional 2% per annum if on all such amounts not reimbursed by the third Business Day after the date the Borrower receives notice from the Letter of Credit Issuer of such payment or disbursement), such interest also to be payable on demand, provided that . Each Letter of Credit Issuer shall provide the notice referred to above in this clause (a) shall 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 such Unpaid Drawings shall be due and payable immediately without presentment, demand, protest or Borrower prompt notice of any kind (all payment or disbursement made by it under any Letter of which are hereby waived Credit issued by each Credit Partyit, although the failure of, or delay in, giving any such notice shall not release or diminish the obligations of the Borrower under this Section 2.03(a) and shall bear interest at a rate per annum which shall be the Base Rate plus the Applicable Margin for Revolving Loans (plus an additional 2% on and after the third Business Day following the respective Drawing)or under any other Section of this Agreement. (b) The Borrower's ’s obligation under this Section 2.03 to reimburse the respective Letter of Credit Issuer with respect to Unpaid Drawings (including, in each case, interest thereon) shall be absolute and unconditional under any and all circumstances and irrespective of any setoff, counterclaim or defense to payment which the Borrower may have or have had against the such Letter of Credit Issuer, the Administrative Agent or any Bank, including, without limitation, including any defense based upon the failure of any drawing under a Letter of Credit issued by it to substantially conform to the terms of the Letter of Credit or any non-application or misapplication by the beneficiary of the proceeds of such drawing; provided, however, that the Borrower shall not be obligated to reimburse the such Letter of Credit Issuer for any wrongful payment made by the such Letter of Credit Issuer under a Letter of Credit issued by it as a result of acts or omissions constituting bad faith, willful misconduct or gross negligence on the part of the such Letter of Credit Issuer.

Agreement to Repay Letter of Credit Payments. (a) The Borrower hereby agrees to reimburse the Letter of Credit Issuer, by making payment directly to the Letter of Credit Issuer in immediately available fundsAdministrative Agent at the Payment Office, for any payment or disbursement made by the Letter of Credit Issuer under any Letter of Credit, which amount, in the case of any Letter of Credit issued denominated in a currency other than Dollars, shall be the Dollar Equivalent of any such payment calculated as of the date of such payment or disbursement by it the respective Letter of Credit Issuer (or, if greater, the date of such payment to the Administrative Agent) (each such amount so paid or disbursed until reimbursed, an "Unpaid Drawing") no later than one Business Day following promptly on the date that on which the Borrower receives notice from is notified by the Letter of Credit Issuer of such payment or disbursement, with interest on the amount so paid or disbursed by the Letter of Credit Issuer Issuer, to the extent not reimbursed prior to 1:00 P.M. (New York time) on the date of such payment or disbursement, from and including the date paid or disbursed to but not including the date the Letter of Credit Issuer is reimbursed therefor at a rate per annum which shall be the Applicable Margin plus the Base Rate as in effect from time to time for Revolving Loans (plus an additional 2% per annum if not reimbursed by the third Business Day after the date the Borrower receives notice from the Letter of Credit Issuer of such notice of payment or disbursement), such interest also to be payable on demand. Upon any draft or other demand for payment under any Letter of Credit, provided that the respective Letter of Credit Issuer shall promptly provide notice referred thereof to above in this clause (a) the Administrative Agent, whereupon the Borrower shall not be required automatically deemed to have requested a Borrowing of Base Rate Loans to be given if made on the later of (i) the first date upon which a Default Borrowing may be made in accordance with Section 1.03 (with the giving of notice to the Administrative Agent by the respective Letter of Credit Issuer being deemed for this purpose to be a Notice of Borrowing of Base Rate Loans) and (ii) the date such draft or demand is to be paid by the respective Letter of Credit Issuer, with such Borrowing to be in an Event of Default under Section 9.05 shall have occurred and be continuingamount equal to such draft or demand (with such amount, in the case of Letters of Credit denominated in a currency other than Dollars, to be determined in accordance with the foregoing provisions of this Section 2.04(a)). If all conditions precedent to such Borrowing are satisfied as of the date on which case such Borrowing is to be made in accordance with the preceding sentence, the Lenders shall make available to the Administrative Agent their respective portions of such Borrowing in accordance with Section 1.04 on such date, and the proceeds of such Loans shall promptly thereafter be distributed by the Administrative Agent to the respective Letter of Credit Issuer to be applied to the extent of the proceeds thereof to reimburse 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 each Credit Party) and shall bear interest at a rate per annum which shall be the Base Rate plus the Applicable Margin for Revolving Loans (plus an additional 2% on and after the third Business Day following the respective Drawing). (b) The Borrower's obligation under this Section 2.03 2.04 to reimburse the Letter of Credit Issuer with respect to Unpaid Drawings (including, in each case, interest thereon) shall be absolute and unconditional under any and all circumstances and irrespective of any setoff, counterclaim or defense to payment which the Borrower may have or have had against the Letter of Credit Issuer, the Administrative Agent or any BankLender, including, without limitation, any defense based upon the failure of any drawing under a Letter of Credit issued by it to substantially conform to the terms of the Letter of Credit (other than the failure of the Letter of Credit Issuer to determine that any documents required to be delivered under such Letter of Credit have been delivered and that they substantially comply on their face with the requirements of the Letter of Credit) or any non-application or misapplication by the beneficiary of the proceeds of such drawing; provided, however, that the Borrower shall not be obligated to reimburse the Letter of Credit Issuer for any wrongful payment made by the Letter of Credit Issuer under a Letter of Credit issued by it as a result of acts or omissions constituting willful misconduct or gross negligence on the part of the Letter of Credit Issuer.

Agreement to Repay Letter of Credit Payments. (a) The Borrower hereby agrees to reimburse the Letter of Credit Issuereach L/C Bank, by making payment directly to the Letter of Credit Issuer each L/C Bank in immediately available funds, for any payment or disbursement made by the Letter of Credit Issuer such L/C Bank under any Letter of Credit issued by it (each such amount so paid or disbursed until reimbursed, an "Unpaid Drawing") no later than one Business Day following the date that the Borrower receives notice in writing or by telephone (promptly confirmed in writing) from the Letter of Credit Issuer Issuing Agent of such payment or disbursement, with interest on the amount so paid or disbursed by the Letter of Credit Issuer such L/C Bank to the extent not reimbursed prior to 1:00 P.M. (New York time) on the date of such payment or disbursement, from and including the date paid or disbursed to but not including the date the Letter of Credit Issuer that such L/C Bank is reimbursed therefor at a rate per annum which shall be the Applicable Margin plus the Base Rate as in effect from time to time for Revolving Loans (plus an additional 2% per annum if not reimbursed by the third Business Day after the date the Borrower receives notice from the Letter of Credit Issuer such L/C Bank of such payment or disbursement), such interest also to be payable on demand, provided that the notice referred to above in this clause (a) shall 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 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 each Credit Partythe Borrower) and shall bear interest at a rate per annum which shall be the Base Rate plus the Applicable Margin for Revolving Loans (plus an additional 2% on and after the third Business Day following the respective Drawingdrawing). (b) The Borrower's obligation under this Section 2.03 to reimburse the Letter of Credit Issuer each L/C Bank with respect to Unpaid Drawings (including, in each case, interest thereon) shall be absolute and unconditional under any and all circumstances and irrespective of any setoff, counterclaim or defense to payment which the Borrower may have or have had against such L/C Bank or the Letter of Credit Issuer, the Administrative Agent or any BankIssuing Agent, including, without limitation, any defense based upon the failure of any drawing under a any Letter of Credit issued by it to substantially conform to the terms of the such Letter of Credit or any non-application or misapplication by the beneficiary of the proceeds of such drawing; provided, however, that the Borrower shall not be obligated to reimburse the Letter of Credit Issuer any L/C Bank for any wrongful payment made by the Letter of Credit Issuer such L/C Bank under a Letter of Credit issued by it as a result of acts or omissions constituting willful misconduct or gross negligence on the part of the Letter of Credit Issuersuch L/C Bank.

Agreement to Repay Letter of Credit Payments. (ai) The applicable Borrower hereby agrees to reimburse the Letter of Credit Issuerrespective Issuing Lender, by making payment directly to the Letter of Credit Issuer Administrative Agent in immediately available fundsfunds in Dollars at the Payment Office, for the Dollar Equivalent of any payment or disbursement made by the Letter of Credit Issuer such Issuing Lender under and in accordance with any Letter of Credit issued by it (each such amount so paid or disbursed until reimbursed, an "“Unpaid Drawing") ”), no later than one Business Day following after the date that the on which such Borrower receives notice from the Letter of Credit Issuer of such payment or disbursementdisbursement (if such Unpaid Drawing was in an Alternative Currency, then in the Dollar Equivalent amount of such Unpaid Drawing), with interest on the amount so paid or disbursed by the Letter of Credit Issuer such Issuing Lender, to the extent not reimbursed prior to 1:00 P.M. 12:00 Noon (New York City time) on the date of such payment or disbursement, from and including the date paid or disbursed to but not including excluding the date the Letter of Credit Issuer such Issuing Lender is reimbursed therefor at a rate per annum which shall be the Applicable Margin plus the Base Rate as in effect from time to time for Revolving Loans (plus an additional 2% per annum if not reimbursed by the third Business Day after the date the such Borrower receives notice from the Letter of Credit Issuer of such payment or disbursement), such interest also to be payable on demand, provided that the notice referred to above in this clause (a) shall 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 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 each Credit Party) and 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 with respect to Multicurrency Letters of Credit in Dollars, provided, however, that, anything contained in this Agreement to the contrary notwithstanding, (i) unless such Borrower shall have notified Administrative Agent and the applicable Issuing Lender prior to 10:00 a.m. (New York City time) on the Business Day following receipt of such notice that the applicable Issuing Lender will be reimbursed for the amount of such Unpaid Drawing with funds other than the proceeds of Revolving Loans such Borrower shall be deemed to have timely given a Notice of Borrowing to Administrative Agent requesting each Multicurrency Revolving Lender or Dollar Revolving Lender, as applicable, to make Multicurrency Revolving Loans or Dollar Revolving Loans, as applicable, which are Base Rate Loans, on the date on which such Unpaid Drawing is honored in an amount equal to the Dollar Equivalent of the amount of such Unpaid Drawing and Administrative Agent shall, if such Notice of Borrowing is deemed given, promptly notify the Lenders thereof and (ii) unless any of the events described in Section 10.1(i) shall have occurred (in which event the procedures of Section 2.10(e) shall apply), each such Multicurrency Revolving Lender or Dollar Revolving Lender, as applicable, shall, on the date such drawing is honored, make Multicurrency Revolving Loans or Dollar Revolving Loans, as applicable, which are Base Rate Loans in the amount of its Multicurrency Revolver Pro Rata Share or Dollar Revolver Pro Rata Share of the Dollar Equivalent of such Unpaid Drawing, the proceeds of which shall be applied directly by Administrative Agent to reimburse the applicable Issuing Lender for the amount of such Unpaid Drawing; and provided, further, that, if for any reason, proceeds of Multicurrency Revolving Loans or Dollar Revolving Loans are not received by the applicable Issuing Lender on such date in an amount equal to the amount of the Dollar Equivalent of such drawing, the applicable Borrower shall reimburse the applicable Issuing Lender, on the Business Day immediately following the date such drawing is honored, in an amount in same day funds equal to the excess of the amount of the Dollar Equivalent of such drawing over the Dollar Equivalent of the amount of such Multicurrency Revolving Loans or Dollar Revolving Loans, if any, which are so received, plus accrued interest on such amount at the rate set forth in Section 3.1(a) or (g), as applicable; provided, however, to the extent such amounts are not reimbursed prior to 12:00 Noon (New York City time) on the fifth Business Day following such payment or disbursement, interest shall thereafter accrue on the amounts so paid or disbursed by such Issuing Lender (and until reimbursed by the applicable Borrower) at a rate per annum which shall be the Base Rate in effect from time to time plus the Applicable Base Rate Margin (plus an additional 2% per annum), such interest also to be payable on and after demand. The respective Issuing Lender shall give the third Business Day following applicable Borrower prompt notice of each Drawing under any Letter of Credit, provided that the respective Drawing)failure to give any such notice shall in no way affect, impair or diminish any Loan Party’s obligations hereunder. (bii) The Borrower's obligation obligations of each Borrower under this Section 2.03 2.10(d) to reimburse the Letter of Credit Issuer respective Issuing Lender with respect to Unpaid Drawings drawings on Letters of Credit (each, a “Drawing”) (including, in each case, interest thereon) shall be absolute and unconditional under any and all circumstances and irrespective of any setoff, counterclaim or defense to payment which the such Borrower may have or have had against the Letter of Credit Issuerany Issuing Lender, the Administrative Agent or any Bank, including, without limitation, any defense based upon the failure of any drawing under a Letter of Credit issued by it to substantially conform to the terms Lender (including in its capacity as issuer of the Letter of Credit or as LC Participant), or any non-application or misapplication by the beneficiary of the proceeds of such drawing; providedDrawing, however, the respective Issuing Lender’s only obligation to Borrowers being to confirm that the Borrower shall not any documents required to be obligated to reimburse the delivered under such Letter of Credit Issuer for appear to have been delivered and that they appear to comply on their face with the requirements of such Letter of Credit. Any action taken or omitted to be taken by any wrongful payment made by the Issuing Lender under or in connection with any Letter of Credit Issuer under a Letter if taken or omitted in the absence of Credit issued by it as a result of acts gross negligence or omissions constituting willful misconduct or gross negligence on the part as determined by a final and non-appealable judgment rendered by a court of the Letter of Credit Issuercompetent jurisdiction, shall not create for such Issuing Lender any resulting liability to any Borrower.