Common use of Payment by Lenders Clause in Contracts

Payment by Lenders. In the event that Company shall fail for any reason to reimburse any Issuing Lender as provided in subsection 3.3B in an amount equal to the amount of any honored drawing or payment made by such Issuing Lender under a Letter of Credit issued by it, such Issuing Lender shall promptly notify each other Lender of the unreimbursed amount of such honored drawing or payment and of such other Lender's respective participation therein based on such Lender's Pro Rata Share of the Revolving Loan Commitments. Each Lender shall make available to such Issuing Lender an amount equal to its respective participation, in same day funds, at the office of such Issuing Lender specified in such notice, not later than 12:00 Noon (New York time) on the first business day (under the laws of the jurisdiction in which such office of such Issuing Lender is located) after the date notified by such Issuing Lender. In the event that any Lender fails to make available to such Issuing Lender on such business day the amount of such Lender's participation in such Letter of Credit as provided in this subsection 3.3C, such Issuing Lender shall be entitled to recover such amount on demand from such Lender together with interest thereon at the rate customarily used by such Issuing Lender for the correction of errors among banks for three Business Days and thereafter at the Base Rate. Nothing in this subsection 3.3C shall be deemed to prejudice the right of any Lender to recover from any Issuing Lender any amounts made available by such Lender to such Issuing Lender pursuant to this subsection 3.3C in the event that it is determined by the final judgment of a court of competent jurisdiction that the payment with respect to a Letter of Credit by such Issuing Lender in respect of which payment was made by such Lender constituted gross negligence or willful misconduct on the part of such Issuing Lender.

Payment by Lenders. In the event that Company shall fail for any ------------------ reason to reimburse any Issuing Lender as provided in subsection 3.3B in an amount (calculated, in the case of a drawing under a Letter of Credit denominated in a currency other than Dollars, by reference to the applicable Exchange Rate) equal to the amount of any drawing honored drawing or payment made by such Issuing Lender under a Letter of Credit issued by it, such Issuing Lender shall promptly notify each other Lender of the unreimbursed amount of such honored drawing or payment and of such other Lender's respective participation therein based on such Lender's Pro Rata Share of the Revolving Loan Commitments. Each Lender shall make available to such Issuing Lender an amount equal to its respective participation, in Dollars and in same day funds, at the office of such Issuing Lender specified in such notice, not later than 12:00 Noon (New York City time) on the first business day (under the laws of the jurisdiction in which such office of such Issuing Lender is located) after the date notified by such Issuing Lender. In the event that any Lender fails to make available to such Issuing Lender on such business day the amount of such Lender's participation in such Letter of Credit as provided in this subsection 3.3C, such Issuing Lender shall be entitled to recover such amount on demand from such Lender together with interest thereon at the rate customarily used by such Issuing Lender for the correction of errors among banks for three Business Days and thereafter at the Base Rate. Nothing in this subsection 3.3C shall be deemed to prejudice the right of any Lender to recover from any Issuing Lender any amounts made available by such Lender to such Issuing Lender pursuant to this subsection 3.3C in the event that it is determined by the final judgment of a court of competent jurisdiction that the payment with respect to a Letter of Credit by such Issuing Lender in respect of which payment was made by such Lender constituted gross negligence or willful misconduct on the part of such Issuing Lender.

Payment by Lenders. In the event that Company shall fail for any reason to reimburse any Issuing Lender as provided in subsection 3.3B in an amount (calculated, in the case of a drawing under a Letter of Credit denominated in a currency other than Dollars, by reference to the applicable Exchange Rate) equal to the amount of any drawing honored drawing or payment made by such Issuing Lender under a Letter of Credit issued by it, such Issuing Lender shall promptly notify each other Lender of the unreimbursed amount of such honored drawing or payment and of such other Lender's respective participation therein based on such Lender's Pro Rata Share of the Revolving Loan CommitmentsShare. Each Lender shall make available to such Issuing Lender an amount equal to its respective participation, in Dollars and in same day funds, at the office of such Issuing Lender specified in such notice, not later than 12:00 Noon (New York City time) on the first business day (under the laws of the jurisdiction in which such office of such Issuing Lender is located) after the date notified by such Issuing Lender. In the event that any Lender fails to make available to such Issuing Lender on such business day the amount of such Lender's participation in such Letter of Credit as provided in this subsection 3.3C, such Issuing Lender shall be entitled to recover such amount on demand from such Lender together with interest thereon at the rate customarily used by such Issuing Lender for the correction of errors among banks Federal Funds Effective Rate for three Business Days and thereafter at the Base Rate. Nothing in this subsection 3.3C shall be deemed to prejudice the right of any Lender to recover from any Issuing Lender any amounts made available by such Lender to such Issuing Lender pursuant to this subsection 3.3C in the event that it is determined by the final judgment of a court of competent jurisdiction that the payment with respect to a Letter of Credit by such Issuing Lender in respect of which payment was made by such Lender constituted gross negligence or willful misconduct on the part of such Issuing Lender.

Payment by Lenders. In the event that Company the Borrowers shall fail for any reason to reimburse any Issuing Lender as provided in subsection 3.3B in an amount equal to the amount of any drawing honored drawing or payment made by such Issuing Lender under a Letter of Credit issued by it, such Issuing Lender shall promptly notify each other Lender of the unreimbursed amount of such honored drawing or payment and of such other Lender's respective participation therein based on such Lender's Pro Rata Share of the Revolving Loan CommitmentsShare. Each Lender shall make available to such Issuing Lender an amount equal to its respective participation, in Dollars and in same day funds, at the office of such Issuing Lender specified in such notice, not later than 12:00 Noon (New York City time) on the first business day (under the laws of the jurisdiction in which such office of such Issuing Lender is located) after the date notified by such Issuing Lender. In the event that any Lender fails to make available to such Issuing Lender on such business day the amount of such Lender's participation in such Letter of Credit as provided in this subsection 3.3C, such Issuing Lender shall be entitled to recover such amount on demand from such Lender together with interest thereon at the rate customarily used by such Issuing Lender for the correction of errors among banks for three Business Days and thereafter at the Base Rate. Nothing in this subsection 3.3C shall be deemed to prejudice the right of any Lender to recover from any Issuing Lender any amounts made available by such Lender to such Issuing Lender pursuant to this subsection 3.3C in the event that it is determined by the final judgment of a court of competent jurisdiction that the payment with respect to a Letter of Credit by such Issuing Lender in respect of which payment was made by such Lender constituted gross negligence or willful misconduct on the part of such Issuing Lender.

Payment by Lenders. In the event that Company If Borrower shall fail for any reason to reimburse any Issuing Lender (or Administrative Agent) as provided in subsection 3.3B in an amount equal to the amount of any drawing honored drawing or payment made by such Issuing Lender under a Letter of Credit issued by it, such Issuing Lender Administrative Agent shall promptly notify each other Revolving Lender of the unreimbursed amount of such honored drawing or payment and of such other Revolving Lender's respective participation therein based on such Revolving Lender's Pro Rata Share of the Revolving Loan CommitmentsCommitment by telefacsimile or by telephone promptly confirmed by telefacsimile. Each Revolving Lender shall make available to Administrative Agent for the account of such Issuing Lender an amount equal to its respective participation, in Dollars and in same day funds, at the office of such Issuing Lender specified in such noticeAdministrative Agent's office, not later than 12:00 Noon 2:00 P.M. (New York City time) on the first business day (under the laws of the jurisdiction in which such office of such Issuing Lender is located) after the date Business Day notified by such Issuing LenderAdministrative Agent. In the event that If any Revolving Lender fails to make available to Administrative Agent for the account of such Issuing Lender on such business day Business Day the amount of such Revolving Lender's participation in such Letter of Credit as provided in this subsection 3.3C, Administrative Agent and/or such Issuing Lender shall be entitled to recover such amount on demand from such Revolving Lender together with interest thereon at the rate customarily used by such Issuing Lender for the correction of errors among banks for three Business Days and thereafter at the Base Rate. Nothing in this subsection 3.3C shall be deemed to prejudice the right of any Revolving Lender to recover from any Issuing Lender any amounts made available by such Revolving Lender to such Issuing Lender pursuant to this subsection 3.3C in the event that if it is determined by the final judgment of a court of competent jurisdiction that the payment with respect to a Letter of Credit by such Issuing Lender in respect of which payment was made by such Issuing Lender constituted gross negligence or willful misconduct on the part of such Issuing Lender.

Payment by Lenders. In the event that Company shall fail for any reason to reimburse any Issuing Lender as provided in subsection 3.3B in an amount equal to the amount of any honored drawing or payment made by such Issuing Lender under a Letter of Credit issued by it, such Issuing Lender shall promptly notify Administrative Agent, who shall promptly notify each other Lender of the unreimbursed amount of such honored drawing or payment and of such other Lender's ’s respective participation therein based on such Lender's ’s Pro Rata Share (after giving effect to any Revolving Loans made by such Lender under subsection 3.3B in respect of the Revolving Loan Commitmentssuch drawing). Each Lender (other than such Issuing Lender) shall make available to Administrative Agent an amount equal to its respective participation, in Dollars, in same day funds, at the Funding and Payment Office, not later than 1:00 P.M. (Minneapolis time) on the first Business Day after the date notified by Administrative Agent, and Administrative Agent shall make available to such Issuing Lender an amount equal to its respective participationin Dollars, in same day funds, at the office of such Issuing Lender specified in on such notice, not later than 12:00 Noon (New York time) on Business Day the first business day (under the laws aggregate amount of the jurisdiction in which such office of such Issuing Lender is located) after the date notified payments so received by such Issuing LenderAdministrative Agent. In the event that any Lender fails to make available to such Issuing Lender Administrative Agent on such business day Business Day the amount of such Lender's ’s participation in such Letter of Credit as provided in this subsection 3.3C, such Issuing Lender shall be entitled to recover such amount on demand from such Lender together with interest thereon at the rate customarily used by such Issuing Lender for the correction of errors among banks for three Business Days and thereafter at the Base Rate. Nothing in this subsection 3.3C shall be deemed to prejudice the right of any Lender Administrative Agent to recover recover, for the benefit of Lenders, from any Issuing Lender any amounts made available by such Lender to such Issuing Lender pursuant to this subsection 3.3C in the event that it is determined by the final judgment of a court of competent jurisdiction that the payment with respect to a Letter of Credit by such Issuing Lender in respect of which payment was payments were made by such Lender Lenders constituted gross negligence or willful misconduct on the part of such Issuing Lender.

Payment by Lenders. In the event that Company Borrowers shall fail for any reason to reimburse any Issuing Lender as provided in subsection 3.3B in an amount equal to the amount of any honored drawing or payment made by such Issuing Lender under a Letter of Credit issued by it, such Issuing Lender shall promptly notify each other Lender Administrative Agent of the unreimbursed amount of such honored drawing or payment and upon receipt of such notice, Administrative Agent shall promptly notify each Lender (other than such Issuing Lender) of such unreimbursed amount and of such other Lender's respective participation therein based on such Lender's Pro Rata Share; provided that no Lender's funding of its participation in any such drawing shall exceed its Pro Rata Share of the Revolving Loan Commitmentsamount of such drawing, and the aggregate principal amount of all participations funded by a Lender with respect to Letters of Credit shall in no event exceed the amount of such Lender's Letter of Credit Commitment. Each Lender shall make available to such Issuing Lender an amount equal to its respective participation, in Dollars and in same day funds, at the office of such Issuing Lender specified in such notice, not later than 12:00 Noon (New York City time) on the first business day Business Day (under the laws of the jurisdiction in which such office of such Issuing Lender is located) after the date notified by such Issuing LenderAdministrative Agent. In the event that any Lender fails to make available to such Issuing Lender on such business day Business Day the amount of such Lender's participation in such Letter of Credit as provided in this subsection 3.3C, such Issuing Lender shall be entitled to recover such amount on demand from such Lender together with interest thereon at the rate customarily used by such Issuing Lender for the correction of errors among banks for three Business Days and thereafter at the Base Rate. Nothing in this subsection 3.3C shall be deemed to prejudice the right of any Lender to recover from any Issuing Lender any amounts made available by such Lender to such Issuing Lender pursuant to this subsection 3.3C in the event that it is determined by the final judgment of a court of competent jurisdiction that the payment with respect to a Letter of Credit by such Issuing Lender in respect of which payment was made by such Lender constituted gross negligence or willful misconduct on the part of such Issuing Lender.

Payment by Lenders. (a) In the event that the Company shall fail to reimburse the Issuer as provided in Section 2.03, or if the Issuer must for any reason to reimburse any Issuing Lender as provided in subsection 3.3B in an amount equal to return or disgorge such reimbursement from the amount of any honored drawing or payment made by such Issuing Lender under a Letter of Credit issued by itCompany, such Issuing Lender the Issuer shall promptly notify each other Lender and the Administrative Agent of the unreimbursed amount of such honored drawing or payment and of such other Lender's respective participation therein based on such Lender's Pro Rata Share of the Revolving Loan Commitments. therein. (b) Each Lender (including the Issuer) shall make available to such Issuing Lender fund the unreimbursed amount of all Reimbursement Obligations by making advances in an amount equal to its respective participationPercentage of the unreimbursed amount of the Reimbursement Obligations ("L/C Advances") that are payable on demand and shall be Obligations hereunder, bearing interest by reference to the Base Rate plus the Base Rate Margin plus an additional margin of 2%. (c) Each Lender's L/C Advance shall be made available to the Issuer in same day Dollars and in immediately available funds, at the office of such Issuing Lender the Issuer specified in such notice, a notice provided pursuant to Section 2.04(a) not later than 12:00 Noon 1:00 PM (New York Atlanta, Georgia time) on the first business day (under the laws of the jurisdiction in which such office of such Issuing Lender is located) Business Day after the date notified by the Issuer. Each Lender's obligation to make such Issuing LenderL/C Advance pursuant to this Section 2.04 shall be absolute and unconditional and shall not be affected by any circumstance, including (i) any set-off, counterclaim, recoupment, defense or other right which such Lender may have against the Issuer, the Company or any Person for any reason whatsoever; (ii) the occurrence or continuance of any Default; (iii) any adverse change in the condition (financial or otherwise) of the Company; (iv) the acceleration or maturity of any Obligations or the termination of any Commitment after the issuance of any Letter of Credit; (v) any breach of any Credit Document by any Person; or (vi) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing. In the event that any such Lender fails to make available to such Issuing Lender on such business day the amount of such Lender's participation in such Letter of Credit as provided in this subsection 3.3CIssuer the required L/C Advance, such Issuing Lender the Issuer shall be entitled to recover such amount on demand from such Lender together with interest thereon at the rate customarily used by such Issuing Lender for the correction of errors among banks for three Business Days and thereafter at the Base Federal Funds Rate. Nothing in The Issuer shall distribute to each Lender which has paid all amounts payable under this subsection 3.3C shall be deemed to prejudice the right of any Lender to recover from any Issuing Lender any amounts made available by such Lender to such Issuing Lender pursuant to this subsection 3.3C in the event that it is determined by the final judgment of a court of competent jurisdiction that the payment Section with respect to a any Letter of Credit, such Lender's Percentage of all payments received by the Issuer from the Company in reimbursement of drawings honored by the Issuer under such Letter of Credit by when such Issuing Lender payments are received. (d) Each Lender's obligation to make L/C Advances in respect the amount of which payment was made by such Lender constituted gross negligence its Percentage of any unreimbursed amounts of Reimbursement Obligations is several, and not joint or willful misconduct on the part of such Issuing Lenderjoint and several.

Payment by Lenders. In the event that Company Borrower shall fail for any reason to reimburse any Issuing Lender as provided in subsection 3.3B in an amount equal to the amount of any drawing honored drawing or payment made by such Issuing Lender under a Letter of Credit issued by it, such Issuing Lender shall promptly notify each other Lender of the unreimbursed amount of such honored drawing or payment and of such other Lender's respective participation therein based on such Lender's Pro Rata Share of the Revolving Loan CommitmentsShare. Each Lender shall make available to such Issuing Lender an amount equal to its respective participation, in Dollars and in same day funds, at the office of such Issuing Lender specified in such notice, not later than 12:00 Noon (New York City time) on the first business day (under the laws of the jurisdiction in which such office of such Issuing Lender is located) after the date notified by such Issuing Lender. In the event that any Lender fails to make available to such Issuing Lender on such business day the amount of such Lender's participation in such Letter of Credit as provided in this subsection 3.3C, such Issuing Lender shall be entitled to recover such amount on demand from such Lender together with interest thereon at the rate customarily used by such Issuing Lender for the correction of errors among banks for three Business Days and thereafter at the Base Rate. Nothing in this subsection 3.3C shall be deemed to prejudice the right of any Lender to recover from any Issuing Lender any amounts made available by such Lender to such Issuing Lender pursuant to this subsection 3.3C in the event that it is determined by the final judgment of a court of competent jurisdiction that the payment with respect to a Letter of Credit by such Issuing Lender in respect of which payment was made by such Lender constituted gross negligence or willful misconduct on the part of such Issuing Lender.

Payment by Lenders. In the event that Company shall fail for any reason to reimburse any Issuing Lender as provided in subsection 3.3B in an amount equal to the amount of any honored drawing or payment made by such Issuing Lender under a Letter of Credit issued by it, such Issuing Lender shall promptly notify each other Lender of the unreimbursed amount of such honored drawing or payment and of such other Lender's respective participation therein based on such Lender's Pro Rata Share of the Revolving Loan Commitments. Each Lender shall make available to such Issuing Lender an amount equal to its respective participation, in same day funds, at the office of such Issuing Lender specified in such notice, not later than 12:00 Noon (New York time) on the first business day Business Day (under the laws of the jurisdiction in which such office of such Issuing Lender is located) after the date notified by such Issuing Lender. In the event that any Lender fails to make available to such Issuing Lender on such business day Business Day the amount of such Lender's participation in such Letter of Credit as provided in this subsection 3.3C, such Issuing Lender shall be entitled to recover such amount on demand from such Lender together with interest thereon at the rate customarily used by such Issuing Lender for the correction of errors among banks for three Business Days and thereafter at the Base Rate. Nothing in this subsection 3.3C shall be deemed to prejudice the right of any Lender to recover from any Issuing Lender any amounts made available by such Lender to such Issuing Lender pursuant to this subsection 3.3C in the event that it is determined by the final judgment of a court of competent jurisdiction that the payment with respect to a Letter of Credit by such Issuing Lender in respect of which payment was made by such Lender constituted gross negligence or willful misconduct on the part of such Issuing Lender.

Payment by Lenders. In the event that Company shall fail for any ------------------ reason to reimburse any Issuing Lender Bank as provided in subsection 3.3B in an amount equal to the amount of any honored drawing or payment made by such Issuing Lender Bank under a Letter of Credit issued by it, such Issuing Lender Bank shall promptly notify each other Lender of the unreimbursed amount of such honored drawing or payment and of such other Lender's respective participation therein based on such Lender's Pro Rata Share of the Revolving Loan Commitments. Each Lender shall make available to such Issuing Lender Bank an amount equal to its respective participation, in same day funds, at the office of such Issuing Lender Bank specified in such notice, not later than 12:00 Noon 2:00 P.M. (New York time) on the first business day (under the laws of the jurisdiction in which such office of such Issuing Lender Bank is located) after the date notified by such Issuing LenderBank. In the event that any Lender fails to make available to such Issuing Lender Bank on such business day the amount of such Lender's participation in such Letter of Credit as provided in this subsection 3.3C, such Issuing Lender Bank shall be entitled to recover such amount on demand from such Lender together with interest thereon at the rate customarily used by such Issuing Lender Bank for the correction of errors among banks for three Business Days and thereafter at the Base Rate. Nothing in this subsection 3.3C shall be deemed to prejudice the right of any Lender to recover from any Issuing Lender Bank any amounts made available by such Lender to such Issuing Lender Bank pursuant to this subsection 3.3C in the event that it is determined by the final judgment of a court of competent jurisdiction that the payment with respect to a Letter of Credit by such Issuing Lender Bank in respect of which payment was made by such Lender constituted gross negligence or willful misconduct on the part of such Issuing LenderBank.

Payment by Lenders. In the event that Company shall fail for any reason to reimburse any Issuing Lender as provided in subsection 3.3B in an amount equal to the amount of any honored drawing or payment made by such Issuing Lender under a Letter of Credit issued by it, such Issuing Lender shall promptly notify Administrative Agent, who shall promptly notify each other Lender of the unreimbursed amount of such honored drawing or payment and of such other Lender's ’s respective participation therein based on such Lender's ’s Pro Rata Share (after giving effect to any Revolving Loans made by such Lender under subsection 3.3B in respect of the Revolving Loan Commitmentssuch drawing). Each Lender (other than such Issuing Lender) shall make available to Administrative Agent an amount equal to its respective participation, in Dollars, in same day funds, at the Funding and Payment Office, not later than 1:00 P.M. (Minneapolis time) on the first Business Day after the date notified by Administrative Agent, and Administrative Agent shall make available to such Issuing Lender an amount equal to its respective participationin Dollars, in same day funds, at the office of such Issuing Lender specified in on such notice, not later than 12:00 Noon (New York time) on Business Day the first business day (under the laws aggregate amount of the jurisdiction in which such office of such Issuing Lender is located) after the date notified payments so received by such Issuing LenderAdministrative Agent. In the event that any Lender fails to make available to such Issuing Lender Administrative Agent on such business day Business Day the amount of such Lender's ’s participation in such Letter of Credit as provided in this subsection 3.3C, such Issuing Lender shall be entitled to recover such amount on demand from such Lender together with interest thereon at the rate customarily used by such Issuing Lender for the correction of errors among banks for three Business Days and thereafter at the Base Rate. Nothing in this subsection 3.3C shall be deemed to prejudice the right of any Lender Administrative Agent to recover recover, for the benefit of Lenders, from any Issuing Lender any amounts made available by such Lender to such Issuing Lender pursuant to this subsection 3.3C in the event that it is determined by the final judgment of a court of competent jurisdiction that the payment with respect to a Letter of Credit by such Issuing Lender in respect of which payment was made by such Lender constituted gross negligence or willful misconduct on the part of such Issuing Lender.subsection

Payment by Lenders. In the event that Company Borrowers shall fail for any reason to reimburse any Issuing Lender as provided in subsection 3.3B in an amount equal to the amount of any honored drawing or payment made by such Issuing Lender under a Letter of Credit issued by it, such Issuing Lender shall promptly notify each other Lender Administrative Agent of the unreimbursed amount of such honored drawing or payment and upon receipt of such notice, Administrative Agent shall promptly notify each Lender (other than Issuing Lender) of such unreimbursed amount and of such other Lender's respective participation therein based on such Lender's Pro Rata Share; provided, that no Lender's funding of its participation in any such drawing shall exceed its Pro Rata Share of the Revolving Loan Commitmentsamount of such drawing, and the aggregate principal amount of all participations funded by a Lender with respect to Letters of Credit shall in no event exceed the amount of such Lender's Letter of Credit Commitment. Each Lender shall make available to such Issuing Lender an amount equal to its respective participation, in Dollars and in same day funds, at the office of such Issuing Lender specified in such notice, not later than 12:00 Noon (New York Chicago time) on the first business day Business Day (under the laws of the jurisdiction in which such office of such Issuing Lender is located) after the date notified by such Issuing LenderAdministrative Agent. In the event that any Lender fails to make available to such Issuing Lender on such business day Business Day the amount of such Lender's participation in such Letter of Credit as provided in this subsection 3.3C, such Issuing Lender shall be entitled to recover such amount on demand from such Lender together with interest thereon at the rate customarily used by such Issuing Lender for the correction of errors among banks for three 3 Business Days and thereafter at the Base Rate. Nothing in this subsection 3.3C shall be deemed to prejudice the right of any Lender to recover from any Issuing Lender any amounts made available by such Lender to such Issuing Lender pursuant to this subsection 3.3C in the event that it is determined by the final judgment of a court of competent jurisdiction that the payment with respect to a Letter of Credit by such Issuing Lender in respect of which payment was made by such Lender constituted gross negligence or willful misconduct on the part of such Issuing Lender.

Payment by Lenders. In the event that Company Borrower shall fail for any reason to reimburse any Issuing Lender as provided in subsection 3.3B Section 2.18 in an amount equal to the amount of any drawing honored drawing or payment made by such Issuing Lender under a Letter of Credit issued by it, such Issuing Lender shall promptly notify each other Lender of the unreimbursed amount of such honored drawing or payment and of such other Lender's respective participation therein based on such Lender's Pro Rata Share of the Revolving Loan CommitmentsShare. Each Lender shall make available to such Issuing Lender an amount equal to its respective participation, in Dollars and in same day funds, at the office of such Issuing Lender specified in such notice, not later than 12:00 Noon (New York City time) on the first business day (under the laws of the jurisdiction in which such office of such Issuing Lender is located) after the date notified by such Issuing Lender. In the event that any Lender fails to make available to such Issuing Lender on such business day the amount of such Lender's participation in such Letter of Credit as provided in this subsection 3.3CSection 2.19, such Issuing Lender shall be entitled to recover such amount on demand from such Lender together with interest thereon at the rate customarily used by such Issuing Lender for the correction of errors among banks for three Business Days and thereafter at the Base Rate. Nothing in this subsection 3.3C Section 2.19 shall be deemed to prejudice the right of any Lender to recover from any Issuing Lender any amounts made available by such Lender to such Issuing Lender pursuant to this subsection 3.3C Section 2.19 in the event that it is determined by the final judgment of a court of competent jurisdiction that the payment with respect to a Letter of Credit by such Issuing Lender in respect of which payment was made by such Lender constituted gross negligence or willful misconduct on the part of such Issuing Lender.

Payment by Lenders. In the event that Company shall fail for any reason to reimburse any Issuing Lender as provided in subsection 3.3B in an amount (calculated, in the case of any drawing under a Letter of Credit denominated in a currency other than Dollars, by reference to the applicable Exchange Rate) equal to the amount of any drawing honored drawing or payment made by such Issuing Lender under a Letter of Credit issued by it, such Issuing Lender shall promptly notify each other Lender of the unreimbursed amount of such honored drawing or payment and of such other Lender's respective participation therein based on such Lender's Pro Rata Share of the Revolving Loan CommitmentsShare. Each Lender shall make available to such Issuing Lender an amount equal to its respective participation, in Dollars and in same day funds, at the office of such Issuing Lender specified in such notice, not later than 12:00 Noon (New York City time) on the first business day (under the laws of the jurisdiction in which such office of such Issuing Lender is located) after the date notified by such Issuing Lender. In the event that any Lender fails to make available to such Issuing Lender on such business day the amount of such Lender's participation in such Letter of Credit as provided in this subsection 3.3C, such Issuing Lender shall be entitled to recover such amount on demand from such Lender together with interest thereon at the rate customarily used by such Issuing Lender for the correction of errors among banks Federal Funds Effective Rate for three Business Days and thereafter at the Base Rate. Nothing in this subsection 3.3C shall be deemed to prejudice the right of any Lender to recover from any Issuing Lender any amounts made available by such Lender to such Issuing Lender pursuant to this subsection 3.3C in the event that it is determined by the final judgment of a court of competent jurisdiction that the payment with respect to a Letter of Credit by such Issuing Lender in respect of which payment was made by such Lender constituted gross negligence or willful misconduct on the part of such Issuing Lender.

Payment by Lenders. In the event that Company Borrower shall fail for any reason to reimburse any Issuing Lender as provided in subsection 3.3B in an amount equal to the amount of any drawing honored drawing or payment made by such Issuing Lender under a Letter of Credit issued by it, such Issuing Lender shall promptly notify each other Lender of the unreimbursed amount of such honored drawing or payment and of such other Lender's respective participation therein based on such Lender's Pro Rata Share of the Revolving Loan CommitmentsShare. Each Lender shall make available to such Issuing Lender an amount equal to its respective participation, in Dollars and in same day funds, at the office of such Issuing Lender specified in such notice, not later than 12:00 Noon (New York Boston, Massachusetts time) on the first business day Business Day (under the laws of the jurisdiction in which such office of such Issuing Lender is located) after the date notified by such Issuing Lender. In Anything contained herein to the event that any Lender fails contrary notwithstanding, each Lender's obligation to make available to such Issuing Lender on such business day Business Day the amount of such Lender's participation in pursuant to the immediately preceding sentence shall be absolute and unconditional and shall not be affected by any circumstance, including (a) any set-off, counterclaim, recoupment, defense or other right which such Letter of Credit as provided in this subsection 3.3C, Lender may have against such Issuing Lender shall be entitled Lender, Borrower or any other Person for any reason whatsoever; (b) the occurrence or continuation of an Event of Default or a Potential Event of Default; (c) any adverse change in the business, operations, properties, assets, condition (financial or otherwise) or prospects of Borrower or any of its Subsidiaries; (d) any breach of this Agreement or any other Loan Document by any party thereto; or (e) any other circumstance, happening or event whatsoever, whether or not similar to recover such amount on demand from such Lender together with interest thereon at any of the rate customarily used by such Issuing Lender for the correction of errors among banks for three Business Days and thereafter at the Base Rate. Nothing foregoing; PROVIDED that nothing in this subsection 3.3C shall be deemed to prejudice the right of any Lender to recover from any Issuing Lender any amounts made available by such Lender to such Issuing Lender pursuant to this subsection 3.3C in the event that it is determined by the final judgment of a court of competent jurisdiction that the payment with respect to a Letter of Credit by such Issuing Lender in respect of which payment was made by such Lender constituted gross negligence or willful misconduct on the part of such Issuing Lender. In the event that any Lender fails to make available to such Issuing Lender on such Business Day the amount of such Lender's participation in such Letter of Credit as provided in this subsection 3.3C, such Issuing Lender shall be entitled to recover such amount on demand from such Lender together with interest thereon at the Federal Funds Effective Rate for three Business Days and thereafter at the Base Rate.

Payment by Lenders. In the event that Company shall fail for any reason to reimburse any Issuing Lender as provided in subsection 3.3B If Revolving Loans are not made in an amount equal sufficient to reimburse the Issuing Bank in full for the amount of any honored drawing or payment made by such Issuing Lender under a Letter of Credit issued by itdraw, such Issuing Lender the Agent shall promptly notify each other Lender of the unreimbursed amount of such honored drawing or payment and of such other Lender's respective participation therein based on such Lender's Pro Rata Share of the Revolving Loan Commitmentstherein. Each Lender shall make available to such the Agent for the benefit of the Issuing Lender Bank an amount equal to its such Lender's respective participation, participation in same day immediately available funds, at the office of such Issuing Lender specified in such notice, not later than 12:00 Noon (1:00 P.M. New York time) City time on the first business day Business Day (under the laws of the jurisdiction in which such office of such the Issuing Lender is locatedBank) after the date notified by the Agent. In addition, in the event that any Lender fails to make available to the Agent the amount of any such Issuing Lender's participation in such Letter of Credit Obligations as provided in this Section 3.6, the Agent may, but shall not be obligated to, fund the amount of such Defaulting Lender's participation in such Letter of Credit and recover such amount on demand from such Defaulting Lender in accordance with Section 2.5 hereof. In the event that any Lender fails to make available to such Issuing Lender on such business day the Agent the amount of such Lender's participation in such Letter of Credit as provided in this subsection 3.3CSection 3.6, and the Agent does not elect to fund to the Issuing Bank such Defaulting Lender's participation in such letter of Credit, the Issuing Lender Bank shall be entitled to recover such amount on demand from such Lender together with interest thereon at the rate customarily used by such Issuing Lender Federal Funds Rate for the correction of errors among banks for first three Business Days while such amount remains unpaid and thereafter at the Base Prime Lending Rate. Nothing in The Agent shall distribute to each other Lender which has paid all amounts payable by it under this subsection 3.3C shall be deemed to prejudice the right of any Lender to recover from any Issuing Lender any amounts made available by such Lender to such Issuing Lender pursuant to this subsection 3.3C in the event that it is determined by the final judgment of a court of competent jurisdiction that the payment Section 3.6 with respect to a any Letter of Credit issued by the Issuing Bank such other Lender's Proportionate Share of all payments subsequently received by the Agent from the Borrower in reimbursement of drawings honored by the Issuing Lender in respect Bank under such Letter of which payment was made by Credit when such Lender constituted gross negligence or willful misconduct on the part of such Issuing Lenderpayments are received.

Payment by Lenders. In the event that Company shall fail for any reason to reimburse any the Issuing Lender as provided in subsection 3.3B in an amount (calculated, in the case of a drawing under a Letter of Credit denominated in a currency other than Dollars, by reference to the applicable Exchange Rate) equal to the amount of any drawing honored drawing or payment made by such the Issuing Lender under a Letter of Credit issued by it, such the Issuing Lender shall promptly notify each other Lender of the unreimbursed amount of such honored drawing or payment and of such other Lender's respective participation therein based on such Lender's Pro Rata Share of the Revolving Loan CommitmentsShare. Each Lender shall make available to such the Issuing Lender an amount equal to its respective participation, in Dollars and in same day funds, at the office of such the Issuing Lender specified in such notice, not later than 12:00 Noon (New York Los Angeles time) on the first business day (under the laws of the jurisdiction in which such office of such the Issuing Lender is located) after the date notified by such the Issuing Lender. In the event that any Lender fails to make available to such the Issuing Lender on such business day the amount of such Lender's participation in such Letter of Credit as provided in this subsection 3.3C, such the Issuing Lender shall be entitled to recover such amount on demand from such Lender together with interest thereon at the rate customarily used by such the Issuing Lender for the correction of errors among banks for three Business Days and thereafter at the Base Rate. Nothing in this subsection 3.3C shall be deemed to prejudice the right of any Lender to recover from any the Issuing Lender any amounts made available by such Lender to such the Issuing Lender pursuant to this subsection 3.3C in the event that it is determined by the final judgment of a court of competent jurisdiction that the payment with respect to a Letter of Credit by such the Issuing Lender in respect of which payment was made by such Lender constituted gross negligence or willful misconduct on the part of such the Issuing Lender.

Payment by Lenders. In the event that Company Borrower shall fail for any reason to reimburse any Issuing Lender as provided in subsection 3.3B in an amount equal to the amount of any drawing honored drawing or payment made by such Issuing Lender under a Letter of Credit issued by it, such Issuing Lender shall promptly notify each other Lender with a Revolving Loan Commitment of the unreimbursed amount of such honored drawing or payment and of such other Lender's respective participation therein based on such Lender's Pro Rata Share of the Revolving Loan CommitmentsCommitment by telefacsimile or electronic mail or by telephone promptly confirmed by telefacsimile or electronic mail. Each Lender with a Revolving Loan Commitment shall make available to such Issuing Lender an amount equal to its respective participation, in Dollars and in same day funds, at the office of such Issuing Lender specified in such notice, not later than 12:00 Noon 2:00 P.M. (New York City time) on the first business day Business Day (under the laws of the jurisdiction in which such office of such Issuing Lender is located) after the date notified by such Issuing Lender. In the event that any Lender with a Revolving Loan Commitment fails to make available to such Issuing Lender on such business day Business Day the amount of such Lender's participation in such Letter of Credit as provided in this subsection 3.3C, such Issuing Lender shall be entitled to recover such amount on demand from such Lender together with interest thereon at the rate customarily used by such Issuing Lender for the correction of errors among banks for three Business Days and thereafter at the Base Rate. Nothing in this subsection 3.3C shall be deemed to prejudice the right of any Lender to recover from any Issuing Lender any amounts made available by such Lender to such Issuing Lender pursuant to this subsection 3.3C in the event that it is determined by the final judgment of a court of competent jurisdiction that the payment with respect to a Letter of Credit by such Issuing Lender in respect of which payment was made by such Lender constituted gross negligence or willful misconduct on the part of such Issuing Lender.

Payment by Lenders. In the event that If Company shall fail to reimburse the Issuing Lender, for any reason to reimburse any Issuing Lender reason, as provided in subsection 3.3B 2.9C in an amount equal to the amount of any drawing honored drawing or payment made by such the Issuing Lender under a Letter of Credit issued by it, such the Issuing Lender shall promptly notify each other Lender of the unreimbursed amount of such honored drawing or payment and of such other Lender's respective participation therein based on such Lender's Pro Rata Share of the Revolving Loan CommitmentsShare. Each Lender shall make available to such the Issuing Lender an amount equal to its respective participation, in same day funds, at the office of such the Issuing Lender specified in such notice, not later than 12:00 Noon 1:00 P.M. (New York time) on the first business day (under the laws of the jurisdiction in which such office of such Issuing Lender is located) Business Day after the date notified by such the Issuing Lender. In the event that If any Lender fails to make available to such the Issuing Lender on such business day the amount of such Lender's participation in such Letter of Credit as provided in this subsection 3.3C2.9D, such the Issuing Lender shall be entitled to recover such amount on demand from such Lender together with interest thereon at the customary rate customarily used set by such the Issuing Lender for the correction of errors among banks for three one (1) Business Days Day and thereafter at the Base Rate. Nothing in this subsection 3.3C shall be deemed to prejudice the right of any Lender to recover from any the Issuing Lender any amounts made available by such Lender to such the Issuing Lender pursuant to this subsection 3.3C in the event that if it is determined by the in a final judgment of by a court of competent jurisdiction that the payment with respect to a Letter of Credit by such the Issuing Lender in respect of which payment was made by such Lender constituted gross negligence or willful misconduct on the part of such the Issuing Lender. The Issuing Lender shall distribute to each other Lender which has paid all amounts payable by it under this subsection with respect to any Letter of Credit issued by the Issuing Lender such other Lender's Pro Rata Share of all payments received by the Issuing Lender from Company or pursuant to the last paragraph of subsection 2.9A in reimbursement of drawings honored by the Issuing Lender under such Letter of Credit when such payments are received.

Payment by Lenders. In the event that Company Borrowers shall fail for any reason to reimburse any Issuing Lender as provided in subsection 3.3B in an amount equal to the amount of any drawing honored drawing or payment made by such Issuing Lender under a Letter of Credit issued by it, such Issuing Lender shall promptly notify each other Lender of the unreimbursed amount of such honored drawing or payment and of such other Lender's respective participation therein based on such Lender's Pro Rata Share of the Revolving Loan CommitmentsShare. Each Lender shall make available to such Issuing Lender an amount equal to its respective participation, in Dollars and in same day funds, at the office of such Issuing Lender specified in such notice, not later than 12:00 Noon (New York City time) on the first business day (under the laws of the jurisdiction in which such office of such Issuing Lender is located) after the date notified by such Issuing Lender. In the event that any Lender fails to make available to such Issuing Lender on such business day the amount of such Lender's participation in such Letter of Credit as provided in this subsection 3.3C, such Issuing Lender shall be entitled to recover such amount on demand from such Lender together with interest thereon at the rate customarily used by such Issuing Lender for the correction of errors among banks for three Business Days and thereafter at the Base Rate. Nothing in this subsection 3.3C shall be deemed to prejudice the right of any Lender to recover from any Issuing Lender any amounts made available by such Lender to such Issuing Lender pursuant to this subsection 3.3C in the event that it is determined by the final judgment of a court of competent jurisdiction that the payment with respect to a Letter of Credit by such Issuing Lender in respect of which payment was made by such Lender constituted gross negligence or willful misconduct on the part of such Issuing Lender.

Payment by Lenders. In the event that Company shall fail for any reason to reimburse any Issuing Lender as provided in subsection 3.3B in an amount (calculated, in the case of a drawing under a Letter of Credit denominated in a currency other than Dollars, by reference to the applicable Exchange Rate) equal to the amount of any drawing honored drawing or payment made by such Issuing Lender under a Letter of Credit issued by it, such Issuing Lender shall promptly notify each other Lender of the unreimbursed amount of such honored drawing or payment and of such other Lender's respective participation therein based on such Lender's Pro Rata Share of the Revolving Loan CommitmentsShare. Each Lender shall make available to such Issuing Lender an amount equal to its respective participation, in Dollars and in same day funds, at the office of such Issuing Lender specified in such notice, not later than 12:00 Noon 3:00 P.M. (New York time) on the first business day (under the laws of the jurisdiction in which such office of such Issuing Lender is located) after the date notified by such Issuing Lender. In the event that any Lender fails to make available to such Issuing Lender on such business day the amount of such Lender's participation in such Letter of Credit as provided in this subsection 3.3C, such Issuing Lender shall be entitled to recover such amount on demand from such Lender together with interest thereon at the rate customarily used by such Issuing Lender for the correction of errors among banks for three Business Days and thereafter at the Base Rate. Nothing in this subsection 3.3C shall be deemed to prejudice the right of any Lender to recover from any Issuing Lender any amounts made available by such Lender to such Issuing Lender pursuant to this subsection 3.3C in the event that it is determined by the final judgment of a court of competent jurisdiction that the payment with respect to a Letter of Credit by such Issuing Lender in respect of which payment was made by such Lender constituted gross negligence or willful misconduct on the part of such Issuing Lender.

Payment by Lenders. In the event that Company shall fail for any ------------------ reason to reimburse any Issuing Lender as provided in subsection 3.3B in an amount (calculated, in the case of a drawing under a Letter of Credit denominated in a currency other than Dollars, by reference to the applicable Exchange Rate) equal to the amount of any drawing honored drawing or payment made by such Issuing Lender under a Letter of Credit issued by it, such Issuing Lender shall promptly notify each other Lender of the unreimbursed amount of such honored drawing or payment and of such other Lender's respective participation therein based on such Lender's Pro Rata Share of the Revolving Loan CommitmentsShare. Each Lender shall make available to such Issuing Lender an amount equal to its respective participation, in Dollars and in same day funds, at the office of such Issuing Lender specified in such notice, not later than 12:00 Noon (New York Los Angeles time) on the first business day (under the laws of the jurisdiction in which such office of such Issuing Lender is located) after the date notified by such Issuing Lender. In the event that any Lender fails to make available to such Issuing Lender on such business day the amount of such Lender's participation in such Letter of Credit as provided in this subsection 3.3C, such Issuing Lender shall be entitled to recover such amount on demand from such Lender together with interest thereon at the rate customarily used by such Issuing Lender for the correction of errors among banks Federal Funds Effective Rate for three Business Days and thereafter at the Base Rate. Nothing in this subsection 3.3C shall be deemed to prejudice the right of any Lender to recover from any Issuing Lender any amounts made available by such Lender to such Issuing Lender pursuant to this subsection 3.3C in the event that it is determined by the final judgment of a court of competent jurisdiction that the payment with respect to a Letter of Credit by such Issuing Lender in respect of which payment was made by such Lender constituted gross negligence or willful misconduct on the part of such Issuing Lender.

Payment by Lenders. In the event that Company shall fail for any ------------------ reason to reimburse any Issuing Lender as provided in subsection 3.3B in an amount equal to the amount of any drawing honored drawing or payment made by such Issuing Lender under a Letter of Credit issued by it, such Issuing Lender shall promptly notify each other Lender having a Revolving Loan Commitment of the unreimbursed amount of such honored drawing or payment and of such other Lender's respective participation therein based on such Lender's Pro Rata Share of the Revolving Loan CommitmentsShare. Each Lender shall make available to such Issuing Lender an amount equal to its respective participation, in Dollars and in same day funds, at the office of such Issuing Lender specified in such notice, not later than 12:00 Noon 1:00 P.M. (New York time) on the first business day (under the laws of the jurisdiction in which such office of such Issuing Lender is located) after the date notified by such Issuing Lender. In the event that any Lender fails to make available to such Issuing Lender on such business day the amount of such Lender's participation in such Letter of Credit as provided in this subsection 3.3C, such Issuing Lender shall be entitled to recover such amount on demand from such Lender together with interest thereon at the rate customarily used by such Issuing Lender for the correction of errors among banks for three Business Days and thereafter at the Base Rate. Nothing in this subsection 3.3C shall be deemed to prejudice the right of any Lender to recover from any Issuing Lender any amounts made available by such Lender to such Issuing Lender pursuant to this subsection 3.3C in the event that it is determined by the final judgment of a court of competent jurisdiction that the payment with respect to a Letter of Credit by such Issuing Lender in respect of which payment was made by such Lender constituted gross negligence or willful misconduct on the part of such Issuing Lender.

Payment by Lenders. In the event that Company Borrower shall fail for any reason to reimburse any Issuing Lender as provided in subsection 3.3B in an amount equal to the amount of any drawing honored drawing or payment made by such Issuing Lender under a Letter of Credit issued by it, such Issuing Lender shall promptly notify each other Lender of the unreimbursed amount of such honored drawing or payment and of such other Lender's respective participation therein based on such Lender's Pro Rata Share of the Revolving Loan Commitments. Each Lender shall make available to such Issuing Lender an amount equal to its respective participation, in Dollars and in same day funds, at the office of such Issuing Lender specified in such notice, not later than 12:00 Noon (New York City time) on the first business day (under the laws of the jurisdiction in which such office of such Issuing Lender is located) after the date notified by such Issuing Lender. In the event that any Lender fails to make available to such Issuing Lender on such business day the amount of such Lender's participation in such Letter of Credit as provided in this subsection 3.3C, such Issuing Lender shall be entitled to recover such amount on demand from such Lender together with interest thereon at the rate customarily used by such Issuing Lender for the correction of errors among banks for three Business Days and thereafter at the Base Rate. Nothing in this subsection 3.3C 3.3 shall be deemed to prejudice the right of any Lender to recover from any Issuing Lender any amounts made available by such Lender to such Issuing Lender pursuant to this subsection 3.3C 3.3 in the event that it is determined by the final judgment of a court of competent jurisdiction that the payment with respect to a Letter of Credit by such Issuing Lender in respect of which payment was made by such Lender constituted gross negligence or willful misconduct on the part of such Issuing Lender.

Payment by Lenders. In the event that If Company shall fail to reimburse an Issuing Lender, for any reason to reimburse any Issuing Lender reason, as provided in subsection 3.3B 2.4.C (including, without limitation, by means of the making of Revolving Loans by Lenders pursuant to the terms of subsection 2.4.C) in an amount equal to the amount of any drawing honored drawing or payment made by such Issuing Lender under a Letter of Credit issued by itCredit, such Issuing Lender shall promptly notify each other Lender of the unreimbursed amount of such honored drawing or payment and of such other Lender's Lender s respective participation therein based on such Lender's Lender s Pro Rata Share of the Revolving Loan CommitmentsShare. Each Lender shall make available to such Issuing Lender an amount equal to its respective participation, in same day funds, at the office of such Issuing Lender specified in such notice, not later than 12:00 Noon 1:00 P.M. (New York time) on the first business day (under the laws of the jurisdiction in which such office of such Issuing Lender is located) Business Day after the date notified by such Issuing Lender. In the event that If any Lender fails to make available to such Issuing Lender on such business day the amount of such Lender's Lender s participation in such Letter of Credit as provided in this subsection 3.3C2.4.D, such Issuing Lender shall be entitled to recover such amount on demand from such Lender together with interest thereon at the customary rate customarily used set by such Issuing Lender Agent for the correction of errors among banks for three one Business Days Day and thereafter at the Base Rate. Nothing in this subsection 3.3C 2.4.D shall be deemed to prejudice the right of any Lender to recover from any such Issuing Lender any amounts made available by such Lender to such Issuing Lender pursuant to this subsection 3.3C in the event that 2.4.D if it is determined by the final judgment of a court of competent jurisdiction that the payment with respect to a such Letter of Credit by such Issuing Lender in respect of which payment was made by such Lender constituted gross negligence or willful misconduct on the part of such Issuing Lender. Each Issuing Lender shall distribute to each other Lender which has paid all amounts payable by it under this subsection 2.4.D with respect to any Letter of Credit, such other Lender s Pro Rata Share of all payments received by such Issuing Lender from Company in reimbursement of drawings honored by such Issuing Lender under such Letter of Credit when such payments are received.

Payment by Lenders. In the event that Company Borrower shall fail for any reason to reimburse any Issuing Lender as provided in subsection 3.3B in an amount equal to the amount of any drawing honored drawing or payment made by such Issuing Lender under a Letter of Credit issued by it, such Issuing Lender shall promptly notify each other Lender with a Revolving Loan Commitment of the unreimbursed amount of such honored drawing or payment and of such other Lender's respective participation therein based on such Lender's Pro Rata Share of the Revolving Loan CommitmentsShare. Each Lender with a Revolving Loan Commitment shall make available to such Issuing Lender an amount equal to its respective participation, in Dollars and in same day funds, at the office of such Issuing Lender specified in such notice, not later than 12:00 Noon (New York City time) on the first business day (under the laws of the jurisdiction in which such office of such Issuing Lender is located) after the date notified by such Issuing Lender. In the event that any Lender with a Revolving Loan Commitment fails to make available to such Issuing Lender on such business day the amount of such Lender's participation in such Letter of Credit as provided in this subsection 3.3C, such Issuing Lender shall be entitled to recover such amount on demand from such Lender together with interest thereon at the rate customarily used by such Issuing Lender for the correction of errors among banks for three Business Days and thereafter at the Base Rate. Nothing in this subsection 3.3C shall be deemed to prejudice the right of any Lender with a Revolving Loan Commitment to recover from any Issuing Lender any amounts made available by such Lender to such Issuing Lender pursuant to this subsection 3.3C in the event that it is determined by the final judgment of a court of competent jurisdiction that the payment with respect to a Letter of Credit by such Issuing Lender in respect of which payment was made by such Lender constituted gross negligence or willful misconduct on the part of such Issuing Lender.

Payment by Lenders. In the event that Company shall fail for any ------------------ reason to reimburse any Issuing Lender as provided in subsection 3.3B in an amount equal to the amount of any drawing honored drawing or payment made by such Issuing Lender under a Letter of Credit issued by it, such Issuing Lender shall promptly notify each other Lender of the unreimbursed amount of such honored drawing or payment and of such other Lender's respective participation therein based on such Lender's Pro Rata Share of the Revolving Loan CommitmentsShare. Each Lender shall make available to such Issuing Lender an amount equal to its respective participation, in Dollars and in same day funds, at the office of such Issuing Lender specified in such notice, not later than 12:00 Noon (New York Chicago time) on the first business day (under the laws of the jurisdiction in which such office of such Issuing Lender is located) after the date notified by such Issuing Lender. In the event that any Lender fails to make available to such Issuing Lender on such business day the amount of such Lender's participation in such Letter of Credit as provided in this subsection 3.3C, such Issuing Lender shall be entitled to recover such amount on demand from such Lender together with interest thereon at the rate customarily used by such Issuing Lender for the correction of errors among banks Federal Funds Effective Rate for three Business Days and thereafter at the Base Rate. Nothing in this subsection 3.3C shall be deemed to prejudice the right of any Lender to recover from any Issuing Lender any amounts made available by such Lender to such Issuing Lender pursuant to this subsection 3.3C in the event that it is determined by the final judgment of a court of competent jurisdiction that the payment with respect to a Letter of Credit by such Issuing Lender in respect of which payment was made by such Lender constituted gross negligence or willful misconduct on the part of such Issuing Lender.

Payment by Lenders. In the event that Company Borrowers shall fail for any reason to reimburse any Issuing Lender as provided in subsection subsections 3.3B and 3.3C in an amount (calculated, in the case of a payment under an Offshore Letter of Credit denominated an Offshore Currency, by reference to the applicable Spot Rate) equal to the amount of any honored drawing or payment made by such Issuing Lender under a Letter of Credit issued by it, such Issuing Lender shall promptly notify each other Revolving Lender in the case of a Domestic Letter of Credit and each Offshore Revolving Lender in the case of an Offshore Letter of Credit of the unreimbursed amount of such honored drawing or payment and of such other Lender's ’s respective participation therein based on such Lender's ’s applicable Pro Rata Share Share. In the case of the Revolving Loan Commitments. Each a Domestic Letter of Credit, each Domestic Lender shall make available to such Issuing Lender an amount equal to its respective participation, in Dollars and in same day funds, at the office of such Issuing Lender specified in such notice, not later than 12:00 Noon (New York City time) on the first business day (under the laws of the jurisdiction in which such office of such Issuing Lender is located) after the date notified by Issuing Lender. In the case of an Offshore Letter of Credit, each Offshore Revolving Lender shall make available to Issuing Lender an amount equal to its respective participation, in Dollars and in same day funds, at the office of Issuing Lender specified in such notice, not later than 12:00 Noon (London time) on the first business day (under the laws of the jurisdiction in which such office of Issuing Lender is located) after the date notified by Issuing Lender. In the event that any such Lender fails to make available to such Issuing Lender on such business day the amount of such Lender's ’s participation in such Letter of Credit as provided in this subsection 3.3C3.3D, such Issuing Lender shall be entitled to recover such amount on demand from such Lender together with interest thereon at the rate customarily used by such Issuing Lender for the correction of errors among banks for three Business Days and thereafter at the Base RateRate in the case of a Domestic Letter of Credit and an Offshore Letter of Credit, as applicable. Subject to the immediately succeeding sentence, the obligations of each Lender to reimburse the Issuing Lender under this subsection 3.3D shall be unconditional, continuing, irrevocable and absolute. Nothing in this subsection 3.3C 3.3D shall be deemed to prejudice the right of any Lender to recover from any Issuing Lender any amounts made available by such Lender to such Issuing Lender pursuant to this subsection 3.3C 3.3D in the event that it is determined by the final judgment of a court of competent jurisdiction that the payment with respect to a Letter of Credit by such Issuing Lender in respect of which payment was made by such Lender constituted gross negligence or willful misconduct on the part of such Issuing Lender.

Payment by Lenders. In the event that Company Borrower shall fail for any reason to reimburse any Issuing Lender as provided in subsection Section 3.3B in an amount equal to the amount of any drawing honored drawing or payment made by such Issuing Lender under a Letter of Credit issued by it, such Issuing Lender shall promptly notify each other Lender of the unreimbursed amount of such honored drawing or payment and of such other Lender's ’s respective participation therein based on such Lender's ’s Pro Rata Share of the Revolving Loan CommitmentsShare. Each Lender shall make available to such Issuing Lender an amount equal to its respective pro rata participation, in Dollars and in same day funds, at the office of such Issuing Lender specified in such notice, not later than 12:00 Noon 1:30 P.M. (New York Pacific time) on the first business day (under the laws of the jurisdiction in which such office of such Issuing Lender is located) after the date notified by such Issuing Lender. In the event that any Lender fails to make available to such Issuing Lender on such business day the amount of such Lender's ’s participation in such Letter of Credit as provided in this subsection Section 3.3C, such Issuing Lender shall be entitled to recover such amount on demand from such Lender together with interest thereon at the rate customarily used by such Issuing Lender for the correction of errors among banks Federal Funds Effective Rate for three Business Days and thereafter at the Base Rate. Nothing in this subsection Section 3.3C shall be deemed to prejudice the right of any Lender to recover from any Issuing Lender any amounts made available by such Lender to such Issuing Lender pursuant to this subsection Section 3.3C in the event that it is determined by the final judgment of a court of competent jurisdiction that the payment with respect to a Letter of Credit by such Issuing Lender in respect of which payment was made by such Lender constituted gross negligence or willful misconduct on the part of such Issuing Lender.

Payment by Lenders. In the event that Company shall fail for any reason to reimburse any Issuing Lender as provided in subsection 3.3B in an amount equal to the amount of any drawing honored drawing or payment made by such Issuing Lender under a Letter of Credit issued by it, such Issuing Lender shall promptly notify each other Lender of the unreimbursed amount of such honored drawing or payment and of such other Lender's respective participation therein based on such Lender's Pro Rata Share of the Revolving Loan CommitmentsShare. Each Lender shall make available to such Issuing Lender an amount equal to its respective participation, in Dollars and in same day funds, at the office of such Issuing Lender specified in such notice, not later than 12:00 Noon (New York City time) on the first business day (under the laws of the jurisdiction in which such office of such Issuing Lender is located) after the date notified by such Issuing Lender. In the event that any Lender fails to make available to such Issuing Lender on such business day the amount of such Lender's participation in such Letter of Credit as provided in this subsection 3.3C, such Issuing Lender shall be entitled to recover such amount on demand from such Lender together with interest thereon at the rate customarily used by such Issuing Lender for the correction of errors among banks for three Business Days and thereafter at the Base Rate. Nothing in this subsection 3.3C shall be deemed to prejudice the right of any Lender to recover from any Issuing Lender any amounts made available by such Lender to such Issuing Lender pursuant to this subsection 3.3C in the event that it is determined by the final judgment of a court of competent jurisdiction that the payment with respect to a Letter of Credit by such Issuing Lender in respect of which payment was made by such Lender constituted gross negligence or willful misconduct on the part of such Issuing Lender.

Payment by Lenders. In the event that Company the Borrower shall fail for any reason to reimburse any Issuing Lender as provided in subsection 3.3B in an amount (calculated in the case of a drawing under a Letter of Credit denominated in a currency other than Dollars, by reference to the applicable Exchange Rate) equal to the amount of any drawing honored drawing or payment made by such Issuing Lender under a Letter of Credit issued by it, such Issuing Lender shall promptly notify each other Lender having a Revolving Loan Commitment of such Type, of the unreimbursed amount of such honored drawing or payment and having a Revolving Loan Commitment of such Type, of such other Lender's respective participation therein based on such Lender's Pro Rata Share of the Revolving Loan CommitmentsShare. Each such Lender shall make available to such Issuing Lender an amount equal to its respective participation, participation in same day fundsfunds in Dollars, at the office of such Issuing Lender specified in such notice, not later than 12:00 Noon (New York timeLocal Time) on the first business day (under the laws of the jurisdiction in which such office of such Issuing Lender is located) after the date notified by such Issuing Lender. In the event that any such Lender fails to make available to such Issuing Lender on such business day the amount of such Lender's participation in such Letter of Credit or the amount of the unreimbursed drawing regarding such Letter of Credit as provided in this subsection 3.3C, such Issuing Lender shall be entitled to recover such amount on demand from such Lender together with interest thereon at the rate customarily used by such Issuing Lender for the correction of errors among banks for three Business Days and thereafter at the Base Rate. Nothing in this subsection 3.3C shall be deemed to prejudice the right of any such Lender to recover from any Issuing Lender any amounts made available by such Lender to such Issuing Lender pursuant to this subsection 3.3C in the event that it is determined by the final judgment of a court of competent jurisdiction that the payment with respect to a Letter of Credit by such Issuing Lender in respect of which payment was made by such Lender constituted gross negligence or willful misconduct on the part of such Issuing Lender.

Payment by Lenders. In the event that Company Borrowers shall fail for any reason to reimburse any Issuing Lender as provided in subsection 3.3B in an amount equal to the amount of any drawing honored drawing or payment made by such Issuing Lender under a Letter of Credit issued by it, such Issuing Lender shall promptly notify each other Lender of the unreimbursed amount of such honored drawing or payment and of such other Lender's respective participation therein based on such Lender's Pro Rata Share of the Revolving Loan CommitmentsShare. Each Lender shall make available to such Issuing Lender an amount equal to its respective participation, in Dollars and in same day funds, at the office of such Issuing Lender specified in such 77 notice, not later than 12:00 Noon (New York City time) on the first business day (under the laws of the jurisdiction in which such office of such Issuing Lender is located) after the date notified by such Issuing Lender. In the event that any Lender fails to make available to such Issuing Lender on such business day the amount of such Lender's participation in such Letter of Credit as provided in this subsection 3.3C, such Issuing Lender shall be entitled to recover such amount on demand from such Lender together with interest thereon at the rate customarily used by such Issuing Lender for the correction of errors among banks for three Business Days and thereafter at the Base Rate. Nothing in this subsection 3.3C shall be deemed to prejudice the right of any Lender to recover from any Issuing Lender any amounts made available by such Lender to such Issuing Lender pursuant to this subsection 3.3C in the event that it is determined by the final judgment of a court of competent jurisdiction that the payment with respect to a Letter of Credit by such Issuing Lender in respect of which payment was made by such Lender constituted gross negligence or willful misconduct on the part of such Issuing Lender.

Payment by Lenders. In the event that the Company shall fail for any reason to reimburse any Issuing Lender Bank as provided in subsection 3.3B in an amount equal to the amount of any honored drawing or payment made by such Issuing Lender Bank under a Letter of Credit issued by it, such Issuing Lender Bank shall promptly notify the Administrative Agent who shall then notify each other Lender of the unreimbursed amount of such honored drawing or payment and of such other Lender's ’s respective participation therein based on such Lender's ’s Pro Rata Share of the Revolving Loan Commitments. Each Lender shall make available to such Issuing Lender Bank an amount equal to its respective participation, in same day funds, at the office of such Issuing Lender specified in such noticethe Administrative Agent, not later than 12:00 Noon 2:00 p.m. (New York time) on the first business day (under the laws of the jurisdiction in which such office of such Issuing Lender the Administrative Agent is located) after the date notified by the Administrative Agent for such Issuing LenderBank. In the event that any Lender fails to make available to such Issuing Lender Bank on such business day the amount of such Lender's ’s participation in such Letter of Credit as provided in this subsection 3.3C, such Issuing Lender Bank shall be entitled to recover such amount on demand from such Lender together with interest thereon at the rate customarily used by such Issuing Lender Bank for the correction of errors among banks for three Business Days and thereafter at the Base Rate. Nothing in this subsection 3.3C shall be deemed to prejudice the right of any Lender to recover from any Issuing Lender Bank any amounts made available by such Lender to such Issuing Lender Bank pursuant to this subsection 3.3C in the event that it is determined by the final judgment of a court of competent jurisdiction that the payment with respect to a Letter of Credit by such Issuing Lender Bank in respect of which payment was made by such Lender constituted gross negligence or willful misconduct on the part of such Issuing Lender.Bank

Payment by Lenders. In the event that Company shall fail ------------------ for any reason to reimburse any Issuing Lender as provided in subsection 3.3B in an amount equal to the amount of any drawing honored drawing or payment made by such Issuing Lender under a Letter of Credit issued by it, such Issuing Lender shall promptly notify each other Lender of the unreimbursed amount of such honored drawing or payment and of such other Lender's respective participation therein based on such Lender's Pro Rata Share of the Revolving Loan CommitmentsShare. Each Lender shall make available to such Issuing Lender an amount equal to its respective participation, in Dollars and in same day funds, at the office of such Issuing Lender specified in such notice, not later than 12:00 Noon (New York City time) on the first business day (under the laws of the jurisdiction in which such office of such Issuing Lender is located) after the date notified by such Issuing Lender. In the event that any Lender fails to make available to such Issuing Lender on such business day the amount of such Lender's participation in such Letter of Credit as provided in this subsection 3.3C, such Issuing Lender shall be entitled to recover such amount on demand from such Lender together with interest thereon at the rate customarily used by such Issuing Lender for the correction of errors among banks for three Business Days and thereafter at the Base Rate. Nothing in this subsection 3.3C shall be deemed to prejudice the right of any Lender to recover from any Issuing Lender any amounts made available by such Lender to such Issuing Lender pursuant to this subsection 3.3C in the event that it is determined by the final judgment of a court of competent jurisdiction that the payment with respect to a Letter of Credit by such Issuing Lender in respect of which payment was made by such Lender constituted gross negligence or willful misconduct on the part of such Issuing Lender.

Payment by Lenders. In the event that Company the Borrower shall fail for any reason to reimburse any Issuing Lender as provided in subsection 3.3B in an amount equal to the Dollar Equivalent of the amount of any drawing honored drawing or payment made by such Issuing Lender under a Letter of Credit issued by it, such Issuing Lender shall promptly notify each other Revolving Loan Lender of the unreimbursed amount of such honored drawing or payment and of such other Revolving Loan Lender's ’s respective participation therein based on such Revolving Loan Lender's ’s Pro Rata Share of the Share. Each Revolving Loan Commitments. Each Lender shall make available to such Issuing Lender an amount equal to its respective participation, in Dollars and in same day funds, at the office of such Issuing Lender specified in such notice, not later than 12:00 Noon 12:00p.m. (New York local time) on the first business day (under the laws of the jurisdiction in which such office of such Issuing Lender is located) after the date notified by such Issuing Lender. In the event that any Revolving Loan Lender fails to make available to such Issuing Lender on such business day the amount of such Lender's ’s participation in such Letter of Credit as provided in this subsection 3.3C, such Issuing Lender shall be entitled to recover such amount on demand from such Lender together with interest thereon at the rate customarily used by such Issuing Lender for the correction of errors among banks for three Business Days and thereafter at the Base Rate. Nothing in this subsection 3.3C shall be deemed to prejudice the right of any Lender to recover from any Issuing Lender any amounts made available by such Lender to such Issuing Lender pursuant to this subsection 3.3C in the event that it is determined by the final judgment of a court of competent jurisdiction that the payment with respect to a Letter of Credit by such Issuing Lender in respect of which payment was made by such Lender constituted gross negligence or willful misconduct on the part of such Issuing Lender.

Payment by Lenders. In the event that Company Borrower shall fail for any reason to reimburse any Issuing Lender Fronting Bank as provided in subsection 3.3B 2.1D in an amount equal to the amount of any drawing honored drawing or payment made by such Issuing Lender Fronting Bank under a Letter of Credit issued by it, such Issuing Lender Fronting Bank shall promptly notify each other Lender of the unreimbursed amount of such honored drawing or payment and of such other Lender's respective participation therein based on such Lender's Pro Rata Share of the Revolving Loan Commitmentstherein. Each Lender shall make available to such Issuing Lender Fronting Bank, in Dollars, an amount equal to its respective participationPro Rata Share of (i) each Letter of Credit disbursement made by Fronting Bank in Dollars and (ii) the Dollar equivalent of each Letter of Credit disbursement made by Fronting Bank denominated in a Freely Available Foreign Currency, as applicable, and, in each case, not reimbursed by Borrower on the date due as provided in subsection 2.1D, or of any reimbursement payment required to be refunded to Borrower for any reason in same day funds, at the office of such Issuing Lender Fronting Bank specified in such notice, not later than 12:00 Noon 1:00 P.M. (New York time) on the first business day (under the laws of the jurisdiction in which such office of such Issuing Lender is locatedFronting Bank) after the date notified by such Issuing LenderFronting Bank. In the event that any Lender fails to make available to such Issuing Lender on such business day Fronting Bank the amount of such Lender's participation in such drawing under such Letter of Credit as provided in this subsection 3.3C2.1E, such Issuing Lender Fronting Bank shall be entitled to recover such amount on demand from such Lender together with interest thereon at the rate customarily used by such Issuing Lender for the correction of errors among banks for three Business Days and thereafter at the Alternate Base Rate. Nothing in this subsection 3.3C 2.1E shall be deemed to prejudice the right of any Lender to recover from any Issuing Lender Fronting Bank any amounts made available by such Lender to such Issuing Lender Fronting Bank pursuant to this subsection 3.3C 2.1E in the event that it is determined by the final judgment of a court of competent jurisdiction that the payment with respect to a Letter of Credit by such Issuing Lender Fronting Bank in respect of which payment was made by such Lender constituted gross negligence or willful misconduct on the part of Fronting Bank. Fronting Bank shall distribute to each other Lender which has paid all amounts payable by it under this subsection 2.1E with respect to any Letter of Credit issued by Fronting Bank such Issuing other Lender's Pro Rata Share of all payments received by Fronting Bank from Borrower in reimbursement of drawings honored by Fronting Bank under such Letter of Credit when such payments are received, plus accrued interest on such amount received pursuant subsection 2.1F(1)(ii).

Payment by Lenders. In the event that Company shall fail for any reason to reimburse any the Issuing Lender as provided in subsection 3.3B in an amount equal to the amount of any drawing honored drawing or payment made by such the Issuing Lender under a Letter of Credit issued by it, such the Issuing Lender shall promptly notify each other Lender of the unreimbursed amount of such honored drawing or payment and of such other Lender's respective participation therein based on such Lender's Pro Rata Share of the Revolving Loan CommitmentsShare. Each Lender shall make available to such the Issuing Lender an amount equal to its respective participation, in Dollars and in same day funds, at the office of such the Issuing Lender specified in such notice, not later than 12:00 Noon 1:30 P.M. (New York Pacific time) on the first business day (under the laws of the jurisdiction in which such office of such the Issuing Lender is located) after the date notified by such the Issuing Lender. In the event that any Lender fails to make available to such Issuing Lender Administrative Agent on such business day the amount of such Lender's participation in such Letter of Credit as provided in this subsection 3.3C, such the Issuing Lender shall be entitled to recover such amount on demand from such Lender together with interest thereon at the rate customarily used by such the Issuing Lender for the correction of errors among banks for three Business Days and thereafter at the Base Rate. Nothing in this subsection 3.3C shall be deemed to prejudice the right of any Lender to recover from any the Issuing Lender any amounts made available by such Lender to such the Issuing Lender pursuant to this subsection 3.3C in the event that it is determined by the final judgment of a court of competent jurisdiction that the payment with respect to a Letter of Credit by such the Issuing Lender in respect of which payment was made by such Lender constituted gross negligence or willful misconduct on the part of such the Issuing Lender.

Payment by Lenders. In the event that Company shall fail for ------------------ any reason to reimburse any Issuing Lender as provided in subsection 3.3B in an amount equal to the amount of any drawing honored drawing or payment made by such Issuing Lender under a Letter of Credit issued by it, such Issuing Lender shall promptly notify each other Lender of the unreimbursed amount of such honored drawing or payment and of such other Lender's respective participation therein based on such Lender's Pro Rata Share of the Revolving Loan CommitmentsShare. Each Lender shall make available to such Issuing Lender an amount equal to its respective participation, in Dollars and in same day funds, at the office of such Issuing Lender specified in such notice, not later than 12:00 Noon (New York City time) on the first business day (under the laws of the jurisdiction in which such office of such Issuing Lender is located) after the date notified by such Issuing Lender. In the event that any Lender fails to make available to such Issuing Lender on such business day the amount of such Lender's participation in such Letter of Credit as provided in this subsection 3.3C, such Issuing Lender shall be entitled to recover such amount on demand from such Lender together with interest thereon at the rate customarily used by such Issuing Lender for the correction of errors among banks for three Business Days and thereafter at the Base Rate. Nothing in this subsection 3.3C shall be deemed to prejudice the right of any Lender to recover from any Issuing Lender any amounts made available by such Lender to such Issuing Lender pursuant to this subsection 3.3C in the event that it is determined by the final judgment of a court of competent jurisdiction that the payment with respect to a Letter of Credit by such Issuing Lender in respect of which payment was made by such Lender constituted gross negligence or willful misconduct on the part of such Issuing Lender.

Payment by Lenders. In the event that Company If Borrowers shall fail to reimburse the Issuing Lender, for any reason to reimburse any Issuing Lender reason, as provided in subsection 3.3B 2.8C (including, without limitation, by means of the making of Loans by Tranche A Lenders and Tranche B Lenders pursuant to the terms of subsection 2.8C) in an amount equal to the amount of any drawing honored drawing or payment made by such the Issuing Lender under a Letter of Credit issued by it, such the Issuing Lender shall promptly notify each other Tranche A Lender and Tranche B Lender of the unreimbursed amount of such honored drawing or payment and of such other Lender's respective participation therein based on such Lender's Pro Rata Share of the Revolving Loan CommitmentsShare. Each Tranche A and Tranche B Lender shall make available to such the Issuing Lender an amount equal to its respective participation, in same day funds, at the office of such the Issuing Lender specified in such notice, not later than 12:00 Noon noon (New York time) on the first business day (under the laws of the jurisdiction in which such office of such Issuing Lender is located) Business Day after the date notified by such the Issuing Lender. In the event that If any Lender fails to make available to such the Issuing Lender on such business day the amount of such Lender's participation in such Letter of Credit as provided in this subsection 3.3C2.8D, such the Issuing Lender shall be entitled to recover such amount on demand from such Lender together with interest thereon at the rate customarily used by such Issuing Lender Federal Funds Effective Rate for the correction of errors among banks for three one Business Days Day and thereafter at the Base Rate. Nothing in this subsection 3.3C 2.8D shall be deemed to prejudice the right of any Lender to recover from any the Issuing Lender any amounts made available by such Lender to such the Issuing Lender pursuant to this subsection 3.3C in the event that 2.8D if it is determined by the final judgment of a court of competent jurisdiction that the payment with respect to a Letter of Credit by such the Issuing Lender in respect of which payment was made by such Lender constituted gross negligence or willful misconduct on the part of such the Issuing Lender. The Issuing Lender shall distribute to each other Lender which has paid all amounts payable by it under this subsection 2.8D with respect to any Letter of Credit issued by the Issuing Lender such other Lender's proportionate share (based upon the aggregate amount of payments made by the Lender under the Letter of Credit to which such amounts relate to the aggregate amount of all payments made by Lenders thereunder) of all payments received by the Issuing Lender from Borrowers in reimbursement of drawings honored by the Issuing Lender under such Letter of Credit when such payments are received.

Payment by Lenders. In the event that Company shall fail for any reason to reimburse any Issuing Lender as provided in subsection 3.3B in an amount equal to the amount of any drawing honored drawing or payment made by such Issuing Lender under a Letter of Credit issued by it, such Issuing Lender shall promptly notify each other Lender of the unreimbursed amount of such honored drawing or payment and of such other Lender's respective participation therein based on such Lender's Pro Rata Share of the Revolving Loan CommitmentsShare. Each Lender shall make available to such Issuing Lender an amount equal to its respective participation, in Dollars and in same day funds, at the office of such Issuing Lender specified in such notice, not later than 12:00 Noon P.M. (New York time) on the first business day (under the laws of the jurisdiction in which such office of such Issuing Lender is located) after the date notified by such Issuing Lender. In the event that any Lender fails to make available to such Issuing Lender on such business day the amount of such Lender's participation in such Letter of Credit as provided in this subsection 3.3C, such Issuing Lender shall be entitled to recover such amount on demand from such Lender together with interest thereon at the rate customarily used by such Issuing Lender for the correction of errors among banks for three Business Days and thereafter at the Base Rate. Nothing in this subsection 3.3C shall be deemed to prejudice the right of any Lender to recover from any Issuing Lender any amounts made available by such Lender to such Issuing Lender pursuant to this subsection 3.3C in the event that it is determined by the final judgment of a court of competent jurisdiction that the payment with respect to a Letter of Credit by such Issuing Lender in respect of which payment was made by such Lender constituted gross negligence or willful misconduct on the part of such Issuing Lender.

Payment by Lenders. In the event that Company shall fail for any reason to reimburse (including reimbursement with the proceeds of Revolving Loans) any Issuing Lender as provided in subsection 3.3B in an amount equal to the amount of any drawing honored drawing or payment made by such Issuing Lender under a Letter of Credit issued by it, such Issuing Lender shall promptly notify each other Lender of the unreimbursed amount of such honored drawing or payment and of such other Lender's respective participation therein based on such Lender's Pro Rata Share of the Revolving Loan CommitmentsShare. Each Lender shall make available to such Issuing Lender an amount equal to its respective participation, in Dollars and in same day funds, at the office of such Issuing Lender specified in such notice, not later than 12:00 Noon (New York City time) on the first business day (under the laws of the jurisdiction in which such office of such Issuing Lender is located) after the date notified by such Issuing Lender. In the event that any Lender fails to make available to such Issuing Lender on such business day the amount of such Lender's participation in such Letter of Credit as provided in this subsection 3.3C, such Issuing Lender shall be entitled to recover such amount on demand from such Lender together with interest thereon at the rate customarily used by such Issuing Lender for the correction of errors among banks for three Business Days and thereafter at the Base Rate. Nothing in this subsection 3.3C shall be deemed to prejudice the right of any Lender to recover from any Issuing Lender any amounts made available by such Lender to such Issuing Lender pursuant to this subsection 3.3C in the event that it is determined by the final judgment of a court of competent jurisdiction that 111 120 the payment with respect to a Letter of Credit by such Issuing Lender in respect of which payment was made by such Lender constituted gross negligence or willful misconduct on the part of such Issuing Lender.

Payment by Lenders. In the event that Company Borrower shall fail for any reason to reimburse any Issuing Lender as provided in subsection 3.3B in an amount equal to the amount of any drawing honored drawing or payment made by such Issuing Lender under a Letter of Credit issued by itit or under the IRB Reimbursement Agreement, such as applicable, Issuing Lender shall promptly notify each other Lender of the unreimbursed amount of such honored drawing or payment IRB Reimbursement Advance and of such other Lender's respective participation therein based on such Lender's Pro Rata Share (determined in accordance with the parenthetical in subsection 3.1C in the case of the Revolving Loan CommitmentsAcquisition Letter of Credit). Each Lender shall make available to such Issuing Lender an amount equal to its respective participation, in Dollars and in same day funds, at the office of such Issuing Lender specified in such notice, not later than 12:00 Noon 2:00 P.M. (New York Dallas, Texas time) on the first business day (under the laws of the jurisdiction in which such office of such Issuing Lender is located) after the date notified by such Issuing Lender. In the event that any Lender fails to make available to such Issuing Lender on such business day the amount of such Lender's participation in such Letter of Credit or the IRB Reimbursement Agreement, as applicable, as provided in this subsection 3.3C, such Issuing Lender shall be entitled to recover such amount on demand from such Lender together with interest thereon at the rate customarily used by such Issuing Lender for the correction of errors among banks for three Business Days and thereafter at the Base Rate. Nothing in this subsection 3.3C shall be deemed to prejudice the right of any Lender to recover from any Issuing Lender any amounts made available by such Lender to such Issuing Lender pursuant to this subsection 3.3C in the event that it is determined by the final judgment of a court of competent jurisdiction that the payment with respect to a Letter of Credit or the IRB Reimbursement Agreement by such Issuing Lender in respect of which payment was made by such Lender constituted gross negligence or willful misconduct on the part of such Issuing Lender.

Payment by Lenders. In the event that Company Borrowers shall fail for any reason to reimburse any Issuing Lender who issued such Letter of Credit as provided in subsection 3.3B Section 3.3(b) in an amount equal to the amount of any drawing honored drawing or payment made by such Issuing Lender who issued such Letter of Credit under a Letter of Credit issued by it, such Issuing Lender shall promptly notify each other Lender of the unreimbursed amount of such honored drawing or payment and of such other Lender's respective participation therein based on such Lender's Pro Rata Share of the Revolving Loan CommitmentsShare. Each Lender shall make available to such Issuing Lender who issued such Letter of Credit an amount equal to its respective participation, in Dollars and in same day funds, at the office of such Issuing Lender specified in such notice, not later than 12:00 Noon (New York City time) on the first business day (under the laws of the jurisdiction in which such office of such Issuing Lender who issued such Letter of Credit is located) after the date notified by such Issuing Lender. In the event that any Lender fails to make available to such Issuing Lender who issued such Letter of Credit on such business day the amount of such Lender's participation in such Letter of Credit as provided in this subsection 3.3CSection 3.3(c), such Issuing Lender who issued such Letter of Credit shall be entitled to recover such amount on demand from such Lender together with interest thereon at the rate customarily used by such Issuing Lender who issued such Letter of Credit for the correction of errors among banks for three Business Days and thereafter at the Base Rate. Nothing in this subsection 3.3C Section 3.3(c) shall be deemed to prejudice the right of any Lender to recover from any Issuing Lender who issued such Letter of Credit any amounts made available by such Lender to such Issuing Lender who issued such Letter of Credit pursuant to this subsection 3.3C Section 3.3(c) in the event that it is determined by the final judgment of a court of competent jurisdiction that the payment with respect to a Letter of Credit by such Issuing Lender who issued such Letter of Credit in respect of which payment was made by such Lender constituted gross negligence or willful misconduct on the part of such Issuing LenderLender who issued such Letter of Credit .

Payment by Lenders. In the event that the Company shall fail for any reason to reimburse any Issuing Lender as provided in subsection 3.3B in an amount equal to the amount of any drawing honored drawing or payment made by such Issuing Lender under a Letter of Credit issued by it, such Issuing Lender shall promptly notify each other Lender of the unreimbursed amount of such honored drawing or payment and of such other Lender's respective participation therein based on such Lender's Pro Rata Share of the Revolving Loan CommitmentsShare. Each Lender shall make available to such Issuing Lender an amount equal to its respective participation, in Dollars and in same day funds, at the office of such Issuing Lender specified in such notice, not later than 12:00 Noon (New York time) on the first business day (under the laws of the jurisdiction in which such office of such Issuing Lender is located) after the date notified by such Issuing Lender. In the event that any Lender fails to make available to such Issuing Lender on such business day the amount of such Lender's participation in such Letter of Credit as provided in this subsection 3.3C, such Issuing Lender shall be entitled to recover such amount on demand from such Lender together with interest thereon at the rate customarily used by such Issuing Lender for the correction of errors among banks for three Business Days and thereafter at the Base Rate. Nothing in this subsection 3.3C shall be deemed to prejudice the right of any Lender to recover from any Issuing Lender any amounts made available by such Lender to such Issuing Lender pursuant to this subsection 3.3C in the event that it is determined by the final judgment of a court of competent jurisdiction that the payment with respect to a Letter of Credit by such Issuing Lender in respect of which payment was made by such Lender constituted gross negligence or willful misconduct on the part of such Issuing Lender.

Payment by Lenders. In the event that Company shall fail for any reason to reimburse any the Issuing Lender as provided in subsection 3.3B in an amount equal to the amount of any honored drawing or payment made by such the Issuing Lender under a Letter of Credit issued by it, such Issuing Lender shall promptly notify Administrative Agent, who shall promptly notify each other Lender of the unreimbursed amount of such honored drawing or payment and of such other Lender's ’s respective participation therein based on such Lender's ’s Pro Rata Share (after giving effect to any Revolving Loans made by such Lender under subsection 3.3B in respect of the Revolving Loan Commitmentssuch drawing). Each Lender (other than the Issuing Lender) shall make available to such Issuing Lender Administrative Agent an amount equal to its respective participation, in Dollars, in same day funds, at the Funding and Payment Office, not later than 1:00 P.M. (San Francisco time) on the first Business Day after the date notified by Administrative Agent, and Administrative Agent shall make available to the Issuing Lender in Dollars, in same day funds, at the office of such the Issuing Lender specified in on such notice, not later than 12:00 Noon (New York time) on Business Day the first business day (under the laws aggregate amount of the jurisdiction in which such office of such Issuing Lender is located) after the date notified payments so received by such Issuing LenderAdministrative Agent. In the event that any Lender fails to make available to such Issuing Lender Administrative Agent on such business day Business Day the amount of such Lender's ’s participation in such Letter of Credit as provided in this subsection 3.3C, such the Issuing Lender shall be entitled to recover such amount on demand from such Lender together with interest thereon at the rate customarily used by such the Issuing Lender for the correction of errors among banks for three Business Days and thereafter at the Base Rate. Nothing in this subsection 3.3C shall be deemed to prejudice the right of any Lender Administrative Agent to recover recover, for the benefit of Lenders, from any the Issuing Lender any amounts made available by such Lender to such the Issuing Lender pursuant to this subsection 3.3C in the event that it is determined by the final judgment of a court of competent jurisdiction that the payment with respect to a Letter of Credit by such the Issuing Lender in respect of which payment was payments were made by such Lender Lenders constituted gross negligence or willful misconduct on the part of such the Issuing Lender.

Payment by Lenders. In the event that Company If Borrower shall fail for any reason to reimburse any the Issuing Lender Bank as provided in subsection 3.3B in an amount equal to and when required above for the amount of any drawing honored drawing or payment made by such the Issuing Lender Bank under a Letter of Credit issued by it, such the Issuing Lender Bank shall promptly notify each other Lender of the unreimbursed amount of such honored drawing or payment and of such other Lender's respective participation therein based on such Lender's Pro Rata Share of the Revolving Loan Commitmentsthereof. Each Lender shall make available to such the Issuing Lender Bank an amount equal to its respective participationPro Rata Share of such unreimbursed drawing, in same day immediately available funds, at the office of such the Issuing Lender Bank specified in such notice, not later than 12:00 Noon P.M. (New York Cleveland time) on the first business day (under the laws of the jurisdiction in which Business Day after such office Lender's receipt of such notice from the Issuing Lender is located) after the date notified by such Issuing LenderBank. In the event that If any Lender fails so to make available to such the Issuing Lender on such business day Bank the amount of such Lender's participation in Pro Rata Share of such Letter of Credit as provided in this subsection 3.3CCredit, such the Issuing Lender Bank shall be entitled to recover such amount on demand from such Lender Lender, together with interest thereon at the customary rate customarily used set by such the Issuing Lender Bank for the correction of errors among banks for three Business Days and thereafter at the Base Ratebanks. Nothing in this subsection 3.3C provision shall be deemed to prejudice the right of any Lender to recover from any the Issuing Lender Bank any amounts made available by such Lender to such the Issuing Lender Bank pursuant to this subsection 3.3C provision in the event that it is determined by the final judgment of a court of competent jurisdiction that the payment with respect to a Letter of Credit by such the Issuing Lender Bank in respect of which payment was made by such Lender the Issuing Bank constituted gross negligence or willful misconduct on the part of the Issuing Bank. The Issuing Bank shall, or shall cause Agent to, distribute to each other Lender which has paid all amounts payable by it under this SECTION 2.23(f) with respect to any Letter of Credit issued by the Issuing Bank such other Lender's Pro Rata Share of all payments received by the Issuing LenderBank from Borrower in reimbursement of drawings honored by the Issuing Bank under such Letter of Credit when such payments are received.

Payment by Lenders. In the event that If Company shall fail to reimburse the Issuing Lender, for any reason to reimburse any Issuing Lender reason, as provided in subsection 3.3B 2.8C in an amount equal to the amount of any drawing honored drawing or payment made by such the Issuing Lender under a Letter of Credit issued by it, such the Issuing Lender shall promptly notify each other Lender of the unreimbursed amount of such honored drawing or payment and of such other Lender's respective participation therein based on such Lender's Pro Rata Share of the Revolving Loan Credit Commitments. Each Lender shall make available to such the Issuing Lender an amount equal to its respective participation, in same day funds, at the office of such the Issuing Lender specified in such notice, not later than 12:00 Noon noon (New York Dallas time) on the first business day (under the laws of the jurisdiction in which such office of such Issuing Lender is located) Business Day after the date notified by such the Issuing Lender. In the event that If any Lender fails to make available to such the Issuing Lender on such business day the amount of such Lender's participation in such Letter of Credit as provided in this subsection 3.3C2.8D, such the Issuing Lender shall be entitled to recover such amount on demand from such Lender together with interest thereon at the customary rate customarily used set by such the Issuing Lender for the correction of errors among banks for three one Business Days Day and thereafter at the Base Rate. Nothing in this subsection 3.3C 2.8 shall be deemed to prejudice the right of any Lender to recover from any the Issuing Lender any amounts made available by such Lender to such the Issuing Lender pursuant to this subsection 3.3C in the event that 2.8D, or any rights of Company, if it is determined by the in a final judgment of by a court of competent jurisdiction that the payment with respect to a Letter of Credit by such the Issuing Lender in respect of which payment was made by such Lender constituted gross negligence or willful misconduct on the part of such the Issuing Lender. The Issuing Lender shall distribute to each other Lender which has paid all amounts payable by it under this subsection 2.8D with respect to any Letter of Credit issued by the Issuing Lender such other Lender's Pro Rata Share of the Revolving Credit Commitments of all payments received by the Issuing Lender from Company or pursuant to the last paragraph of subsection 2.8A in reimbursement of drawings honored by the Issuing Lender under such Letter of Credit when such payments are received.

Payment by Lenders. In the event that Company the Borrower shall fail for any reason to reimburse any Issuing Lender as provided in subsection 3.3B in an amount (calculated in the case of a drawing under a Letter of Credit denominated in an Offshore Currency, by reference to the applicable Exchange Rate) equal to the amount of any drawing honored drawing or payment made by such Issuing Lender under a Letter of Credit issued by it, such Issuing Lender shall promptly notify each other Lender having a Revolving Loan Commitment of such Type, of the unreimbursed amount of such honored drawing or payment and having a Revolving Loan Commitment of such Type, of such other Lender's respective participation therein based on such Lender's Pro Rata Share of the Revolving Loan CommitmentsShare. Each such Lender shall make available to such Issuing Lender an amount equal to its respective participation, participation in same day fundsfunds in Dollars, at the office of such Issuing Lender specified in such notice, not later than 12:00 Noon (New York time) on the first business day (under the laws of the jurisdiction in which such office of such Issuing Lender is located) after the date notified by such Issuing Lender. In the event that any such Lender fails to make available to such Issuing Lender on such business day the amount of such Lender's participation in such Letter of Credit or the amount of the unreimbursed drawing regarding such Letter of Credit as provided in this subsection 3.3C, such Issuing Lender shall be entitled to recover such amount on demand from such Lender together with interest thereon at the rate customarily used by such Issuing Lender for the correction of errors among banks for three Business Days and thereafter at the Base Rate. Nothing in this subsection 3.3C shall be deemed to prejudice the right of any such Lender to recover from any Issuing Lender any amounts made available by such Lender to such Issuing Lender pursuant to this subsection 3.3C in the event that it is determined by the final judgment of a court of competent jurisdiction that the payment with respect to a Letter of Credit by such Issuing Lender in respect of which payment was made by such Lender constituted gross negligence or willful misconduct (as determined by a final judgment of a court of competent jurisdiction) on the part of such Issuing Lender.

Payment by Lenders. In the event that Company shall fail for any reason to reimburse any Issuing Lender as provided in subsection 3.3B in an amount (calculated, in the case of a drawing under a Letter of Credit denominated in a currency other than Dollars, by reference to the applicable Exchange Rate) equal to the amount of any drawing honored drawing or payment made by such Issuing Lender under a Letter of Credit issued by it, such Issuing Lender shall promptly notify each other Lender of the unreimbursed amount of such honored drawing or payment and of such other Lender's respective participation therein based on such Lender's Pro Rata Share of the Revolving Loan CommitmentsShare. Each Lender shall make available to tob such Issuing Lender an amount equal to its respective participation, in Dollars and in same day funds, at the office of such Issuing Lender specified in such notice, not later than 12:00 Noon (New BNew York City time) on the first business day (under the laws of the jurisdiction in which such office of such Issuing Lender is located) after the date notified by such Issuing Lender. In the event that any Lender fails to make available to such Issuing Lender on such business day the amount of such Lender's participation in such Letter of Credit as provided in this subsection 3.3C, such Issuing Lender shall be entitled to recover such amount on demand from such Lender together with interest thereon at the rate customarily used by such Issuing Lender for the correction of errors ettors among banks for three Business Days and thereafter at the Base Rate. Nothing in this subsection 3.3C shall be deemed to prejudice the right of any Lender to recover from any Issuing Lender any amounts made available by such Lender to such Issuing Lender pursuant to this subsection 3.3C in the event that it is determined by the final judgment of a court of competent jurisdiction that the payment with respect to a Letter of Credit by such Issuing Lender in respect of which payment was made by such Lender constituted gross negligence or willful misconduct on the part of such Issuing Lender.

Payment by Lenders. In the event that the Company shall fail for any reason to reimburse any an Issuing Lender as provided in subsection 3.3B Section 2.14(d) in an amount equal to the amount of any drawing honored drawing or payment made by such Issuing Lender under a Letter of Credit issued by it, such Issuing Lender shall promptly notify the Agent and the Agent shall promptly notify each other Lender of the unreimbursed amount of such drawing so honored drawing or payment and of such other Lender's respective participation therein based on such Lender's Pro Rata Share of the Revolving Loan Commitmentstherein. Each Lender shall make available to such Issuing Lender the Agent an amount equal to its respective participation, Pro Rata Share of the aggregate participation in same day such Letter of Credit in immediately available funds, at the office of such Issuing Lender the Agent specified in such notice, not later than 12:00 Noon 1:00 P.M. (New York time) on the first Business Day (which shall be a business day (under the laws of the jurisdiction in which such office of such Issuing Lender is locatedLender) after the date notified by such Issuing Lenderthe Agent. In the event that any Lender fails to make available to such Issuing Lender on such business day the Agent the amount of such Lender's participation in such Letter of Credit as provided in this subsection 3.3CSection 2.14(e), such an Issuing Lender shall be entitled to recover such amount on demand from such Lender together with interest thereon at the customary rate customarily used set by such Issuing Lender the Agent for the correction of errors among banks for three Business Days and thereafter at the Base Rate. Each Issuing Lender shall distribute to each Lender which has paid all amounts payable by it under this Section 2.14(e) with respect to any Letter of Credit issued by such Issuing Lender such Lender's Pro Rata Share of all payments received by such Issuing Lender from the Company in reimbursement of drawings honored by such Issuing Lender under such Letter of Credit when such payments are received. Nothing in this subsection 3.3C Section 2.14(e) shall be deemed to relieve any Lender from its obligation to pay all amounts payable by it under this Section 2.14(e) with respect to any Letter of Credit issued by an Issuing Lender or to prejudice any rights that the right Company, the Agent, the Issuing Lender or any other Lender may have against a Lender as a result of any Lender to recover from any Issuing Lender any amounts made available default by such Lender to such Issuing Lender pursuant to this subsection 3.3C in the event that it is determined by the final judgment of a court of competent jurisdiction that the payment with respect to a Letter of Credit by such Issuing Lender in respect of which payment was made by such Lender constituted gross negligence or willful misconduct on the part of such Issuing Lenderhereunder.

Payment by Lenders. In the event that Company the Borrower shall fail for any reason to reimburse any Issuing Lender as provided in subsection 3.3B in an amount equal to the Dollar Equivalent of the amount of any drawing honored drawing or payment made by such Issuing Lender under a Letter of Credit issued by it, such Issuing Lender shall promptly notify each other Revolving Loan Lender of the unreimbursed amount of such honored drawing or payment and of such other Revolving Loan Lender's ’s respective participation therein based on such Revolving Loan Lender's ’s Pro Rata Share of the Share. Each Revolving Loan Commitments. Each Lender shall make available to such Issuing Lender an amount equal to its respective participation, in Dollars and in same day funds, at the office of such Issuing Lender specified in such notice, not later than 12:00 Noon (New York Eastern time) on the first business day (under the laws of the jurisdiction in which such office of such Issuing Lender is located) after the date notified by such Issuing Lender. In the event that any Revolving Loan Lender fails to make available to such Issuing Lender on such business day the amount of such Lender's ’s participation in such Letter of Credit as provided in this subsection 3.3C, such Issuing Lender shall be entitled to recover such amount on demand from such Lender together with interest thereon at the rate customarily used by such Issuing Lender for the correction of errors among banks for three Business Days and thereafter at the Base Rate. Nothing in this subsection 3.3C shall be deemed to prejudice the right of any Lender to recover from any Issuing Lender any amounts made available by such Lender to such Issuing Lender pursuant to this subsection 3.3C in the event that it is determined by the final judgment of a court of competent jurisdiction that the payment with respect to a Letter of Credit by such Issuing Lender in respect of which payment was made by such Lender constituted gross negligence or willful misconduct on the part of such Issuing Lender.

Payment by Lenders. In the event that Company shall fail for any reason to reimburse any Issuing Lender as provided in subsection 3.3B in an amount equal to the amount of any drawing honored drawing or payment made by such Issuing Lender under a Letter of Credit issued by it, such Issuing Lender shall promptly notify each other Lender of the unreimbursed amount of such honored drawing or payment and of such other Lender's respective participation therein based on such Lender's Pro Rata Share of the Revolving Loan Commitments. Each Lender shall make available to such Issuing Lender an amount equal to its respective participation, in Dollars and in same day funds, at the office of such Issuing Lender specified in such notice, not later than 12:00 Noon (New York City time) on the first business day (under the laws of the jurisdiction in which such office of such Issuing Lender is located) after the date notified by such Issuing Lender. In the event that any Lender fails to make available to such Issuing Lender on such business day the amount of such Lender's participation in such Letter of Credit as provided in this subsection 3.3C, such Issuing Lender shall be entitled to recover such amount on demand from such Lender together with interest thereon at the rate customarily used by such Issuing Lender for the correction of errors among banks for three Business Days and thereafter at the Base Rate. Nothing in this subsection 3.3C shall be deemed to prejudice the right of any Lender to recover from any Issuing Lender any amounts made available by such Lender to such Issuing Lender pursuant to this subsection 3.3C in the event that it is determined by the final judgment of a court of competent jurisdiction that the payment with respect to a Letter of Credit by such Issuing Lender in respect of which payment was made by such Lender constituted gross negligence or willful misconduct on the part of such Issuing Lender.in

Payment by Lenders. In the event that Company shall fail for any reason to reimburse any the Issuing Lender as provided in subsection 3.3B in an amount equal to the amount of any honored drawing or payment made by such the Issuing Lender under a Letter of Credit issued by it, such the Issuing Lender shall promptly notify Administrative Agent, who shall promptly notify each other Lender of the unreimbursed amount of such honored drawing or payment and of such other Lender's respective participation therein based on such Lender's Pro Rata Share (after giving effect to any Revolving Loans made by such Lender under subsection 3.3B in respect of the Revolving Loan Commitmentssuch drawing). Each Lender (other than the Issuing Lender) shall make available to such Issuing Lender Administrative Agent an amount equal to its respective participation, in same day fundsDollars, in Same Day Funds, at the office of such Issuing Lender specified in such noticeFunding and Payment Office, not later than 12:00 Noon 1:00 P.M. (New York time) on the first business day (under the laws of the jurisdiction in which such office of such Issuing Lender is located) Business Day after the date notified by Administrative Agent, and Administrative Agent shall make available to the Issuing Lender in Dollars, in Same Day Funds, at the office of the Issuing Lender on such Issuing LenderBusiness Day the aggregate amount of the payments so received by Administrative Agent. In the event that any Lender fails to make available to such Issuing Lender Administrative Agent on such business day Business Day the amount of such Lender's participation in such Letter of Credit as provided in this subsection 3.3C, such the Issuing Lender shall be entitled to recover such amount on demand from such Lender together with interest thereon at the rate customarily used by such the Issuing Lender for the correction of errors among banks for three Business Days and thereafter at the Base Rate. Nothing in this subsection 3.3C shall be deemed to prejudice the right of any Lender Administrative Agent to recover recover, for the benefit of Lenders, from any the Issuing Lender any amounts made available by such Lender to such the Issuing Lender pursuant to this subsection 3.3C in the event that it is determined by the final judgment of a court of competent jurisdiction that the payment with respect to a Letter of Credit by such the Issuing Lender in respect of which payment was payments were made by such Lender Lenders constituted gross negligence or willful misconduct on the part of such the Issuing Lender.

Payment by Lenders. In the event that Company shall fail for any ------------------ reason to reimburse any the Issuing Lender as provided in subsection 3.3B in an amount (calculated, in the case of a drawing under a Letter of Credit denominated in a currency other than Dollars, by reference to the applicable Exchange Rate) equal to the amount of any drawing honored drawing or payment made by such the Issuing Lender under a Letter of Credit issued by it, such the Issuing Lender shall promptly notify each other Lender of the unreimbursed amount of such honored drawing or payment and of such other Lender's respective participation therein based on such Lender's Pro Rata Share of the Revolving Loan CommitmentsShare. Each Lender shall make available to such the Issuing Lender an amount equal to its respective participation, in Dollars and in same day funds, at the office of such the Issuing Lender specified in such notice, not later than 12:00 Noon 11:00 A.M. (New York San Francisco time) on the first business day (under the laws of the jurisdiction in which such office of such the Issuing Lender is located) after the date notified by such the Issuing Lender. In the event that any Lender fails to make available to such the Issuing Lender on such business day the amount of such Lender's participation in such Letter of Credit as provided in this subsection 3.3C, such the Issuing Lender shall be entitled to recover such amount on demand from such the Lender together with interest thereon at the rate customarily used by such the Issuing Lender for the correction of errors among banks for three Business Days and thereafter at the Dollar Base Rate. Nothing in this subsection 3.3C shall be deemed to prejudice the right of any Lender to recover from any the Issuing Lender any amounts made available by such Lender to such the Issuing Lender pursuant to this subsection 3.3C in the event that it is determined by the final judgment of a court of competent jurisdiction that the payment with respect to a Letter of Credit by such the Issuing Lender in respect of which payment was made by such Lender constituted gross negligence or willful misconduct on the part of such the Issuing Lender.

Payment by Lenders. In the event that Company shall fail for any reason to reimburse any Issuing Lender as provided in subsection 3.3B in an amount equal to the amount of any drawing honored drawing or payment made by such Issuing Lender under a Letter of Credit issued by itCredit, such Issuing Lender Agent shall promptly notify each other Lender of the unreimbursed amount of such honored drawing or payment and of such other Lender's respective participation therein based on such Lender's Pro Rata Share of the Revolving Loan CommitmentsShare. Each Lender shall make available to such Issuing Lender an amount equal to its respective participation, in Dollars and in same day funds, at the office of such Issuing Lender specified in such noticeFunding and Payment Office, not later than 12:00 Noon 10:00 a.m. (New York California time) on the first business day (under the laws of the jurisdiction in which such office of such Issuing Lender is located) Business Day after the date notified by such Issuing LenderAgent. In the event that any Lender fails to make available to such Issuing Lender on such business day the amount of such Lender's participation in such Letter of Credit as provided in this subsection 3.3C, provided that the Issuing Lender shall have timely notified such Lender of such unreimbursed amount of such drawing, Issuing Lender shall be entitled to recover such amount on demand from such Lender together with interest thereon at the rate customarily used by such Issuing Lender for the correction of errors among banks for three Business Days and thereafter at the Base Rate. Nothing in this subsection 3.3C shall be deemed to prejudice the right of any Lender to recover from any Issuing Lender any amounts made available by such Lender to such Issuing Lender pursuant to this subsection 3.3C in the event that it is determined by the final judgment of a court of competent jurisdiction that the payment with respect to a Letter of Credit by such Issuing Lender in respect of which payment was made by such Lender constituted gross negligence or willful misconduct on the part of such Issuing Lender.

Payment by Lenders. In the event that Company Borrowers shall fail for any reason to reimburse any Issuing Lender as provided in subsection 3.3B in an amount equal to the amount of any honored drawing or payment made by such Issuing Lender under a Letter of Credit issued by it, whether from the proceeds of a Tranche A Loan or Tranche B Loan or otherwise, such Issuing Lender shall promptly notify each other Lender Administrative Agent of the unreimbursed amount of such honored drawing or payment and upon receipt of such notice, Administrative Agent shall promptly notify each Lender (other than such Issuing Lender) of such unreimbursed amount and of such other Lender's respective participation therein based on such Lender's Pro Rata Share; provided that no Lender's funding of its participation in any such drawing shall exceed its Pro Rata Share of the Revolving Loan Commitmentsamount of such drawing, and (a) the aggregate principal amount of all participations funded by a Lender with respect to Tranche A Letters of Credit shall in no event exceed the amount of such Lender's Tranche A Commitment minus the principal amount of such Lender's outstanding Tranche A Loans, and (b) the aggregate principal amount of all participations funded by a Lender with respect to Tranche B Letters of Credit shall in no event exceed the amount of such Lender's Tranche B Commitment minus the principal amount of such Lender's outstanding Tranche B Loans. Each Lender shall make available to such Issuing Lender an amount equal to its respective participation, in Dollars and in same day funds, at the office of such Issuing Lender specified in such notice, not later than 12:00 Noon (New York City time) on the first business day Business Day (under the laws of the jurisdiction in which such office of such Issuing Lender is located) after the date notified by such Issuing LenderAdministrative Agent. In the event that any Lender fails to make available to such Issuing Lender on such business day the amount of such Lender's participation in such Letter of Credit as provided in this subsection 3.3C, such Issuing Lender shall be entitled to recover such amount on demand from such Lender together with interest thereon at the rate customarily used by such Issuing Lender for the correction of errors among banks for three Business Days and thereafter at the Base Rate. Nothing in this subsection 3.3C shall be deemed to prejudice the right of any Lender to recover from any Issuing Lender any amounts made available by such Lender to such Issuing Lender pursuant to this subsection 3.3C in the event that it is determined by the final judgment of a court of competent jurisdiction that the payment with respect to a Letter of Credit by such Issuing Lender in respect of which payment was made by such Lender constituted gross negligence or willful misconduct on the part of such Issuing Lender.

Payment by Lenders. In the event that Company shall fail for any reason to reimburse any Issuing Lender as provided in subsection 3.3B in an amount equal to the amount of any drawing honored drawing or payment made by such Issuing Lender under a Letter of Credit issued by it, such Issuing Lender shall promptly notify each other Lender having a Revolving Loan Commitment of the unreimbursed amount of such honored drawing or payment and of such other Lender's respective participation therein based on such Lender's Pro Rata Share of the Revolving Loan CommitmentsShare. Each Lender shall make available to such Issuing Lender an amount equal to its respective participation, in same day fundsthe Applicable Currency and in Same Day Funds, at the office of such Issuing Lender specified in such notice, not later than 12:00 Noon (New York City time) on the first business day (under the laws of the jurisdiction in which such office of such Issuing Lender is located) after the date notified by such Issuing Lender. In the event that any Lender fails to make available to such Issuing Lender on such business day the amount of such Lender's participation in such Letter of Credit as provided in this subsection 3.3C, such Issuing Lender shall be entitled to recover such amount on demand from such Lender together with interest thereon at the rate customarily used by such Issuing Lender for the correction of errors among banks Federal Funds Effective Rate for three Business Days and thereafter at the Base Rate. Nothing in this subsection 3.3C shall be deemed to prejudice the right of any Lender to recover from any Issuing Lender any amounts made available by such Lender to such Issuing Lender pursuant to this subsection 3.3C in the event that it is determined by the final judgment of a court of competent jurisdiction that the payment with respect to a Letter of Credit by such Issuing Lender in respect of which payment was made by such Lender constituted gross negligence or willful misconduct on the part of such Issuing Lender.

Payment by Lenders. In the event that Company Borrower shall fail for any reason to reimburse any Issuing Lender as provided in subsection 3.3B in an amount equal to the amount of any drawing honored drawing or payment made by such Issuing Lender under a Letter of Credit issued by it, such Issuing Lender shall promptly notify each other Lender of the unreimbursed amount of such honored drawing or payment and of such other Lender's respective participation therein based on such Lender's Pro Rata Share of the Revolving Loan CommitmentsShare. Each Lender shall make available to such Issuing Lender an amount equal to its respective participation, in EXECUTION Dollars and in same day funds, at the office of such Issuing Lender specified in such notice, not later than 12:00 Noon (New York City time) on the first business day (under the laws of the jurisdiction in which such office of such Issuing Lender is located) after the date notified by such Issuing Lender. In the event that any Lender fails to make available to such Issuing Lender on such business day the amount of such Lender's participation in such Letter of Credit as provided in this subsection 3.3C, such Issuing Lender shall be entitled to recover such amount on demand from such Lender together with interest thereon at the rate customarily used by such Issuing Lender for the correction of errors among banks for three Business Days and thereafter at the Base Rate. Nothing in this subsection 3.3C shall be deemed to prejudice the right of any Lender to recover from any Issuing Lender any amounts made available by such Lender to such Issuing Lender pursuant to this subsection 3.3C in the event that it is determined by the final judgment of a court of competent jurisdiction that the payment with respect to a Letter of Credit by such Issuing Lender in respect of which payment was made by such Lender constituted gross negligence or willful misconduct on the part of such Issuing Lender.

Payment by Lenders. In the event that Company shall fail for any ------------------ reason to reimburse any Issuing Lender as provided in subsection 3.3B in an amount equal to the amount of any honored drawing or payment made by such Issuing Lender under a Letter of Credit issued by it, such Issuing Lender shall promptly notify each other Lender of the unreimbursed amount of such honored drawing or payment and of such other Lender's respective participation therein based on such Lender's Pro Rata Share of the Revolving Loan Commitments. Each Lender shall make available to such Issuing Lender an amount equal to its respective participation, in same day funds, at the office of such Issuing Lender specified in such notice, not later than 12:00 Noon (New York time) on the first business day Business Day (under the laws of the jurisdiction in which such office of such Issuing Lender is located) after the date notified by such Issuing Lender. In the event that any Lender fails to make available to such Issuing Lender on such business day Business Day the amount of such Lender's participation in such Letter of Credit as provided in this subsection 3.3C, such Issuing Lender shall be entitled to recover such amount on demand from such Lender together with interest thereon at the rate customarily used by such Issuing Lender for the correction of errors among banks for three Business Days and thereafter at the Base Rate. Nothing in this subsection 3.3C shall be deemed to prejudice the right of any Lender to recover from any Issuing Lender any amounts made available by such Lender to such Issuing Lender pursuant to this subsection 3.3C in the event that it is determined by the final judgment of a court of competent jurisdiction that the payment with respect to a Letter of Credit by such Issuing Lender in respect of which payment was made by such Lender constituted gross negligence or willful misconduct on the part of such Issuing Lender.

Payment by Lenders. In the event that the Company shall fail for any reason to reimburse any Issuing Lender Bank as provided in subsection 3.3B in an amount equal to the amount of any honored drawing or payment made by such Issuing Lender Bank under a Letter of Credit issued by it, such Issuing Lender Bank shall promptly notify each other Lender of the unreimbursed amount of such honored drawing or payment and of such other Lender's respective participation therein based on such Lender's Pro Rata Share of the Revolving Loan Commitments. Each Lender shall make available to such Issuing Lender Bank an amount equal to its respective participation, in same day funds, at the office of such Issuing Lender Bank specified in such notice, not later than 12:00 Noon 2:00 P.M. (New York time) on the first business day (under the laws of the jurisdiction in which such office of such Issuing Lender Bank is located) after the date notified by such Issuing LenderBank. In the event that any Lender fails to make available to such Issuing Lender Bank on such business day the amount of such Lender's participation in such Letter of Credit as provided in this subsection 3.3C, such Issuing Lender Bank shall be entitled to recover such amount on demand from such Lender together with interest thereon at the rate customarily used by such Issuing Lender Bank for the correction of errors among banks for three Business Days and thereafter at the Base Rate. Nothing in this subsection 3.3C shall be deemed to prejudice the right of any Lender to recover from any Issuing Lender Bank any amounts made available by such Lender to such Issuing Lender Bank pursuant to this subsection 3.3C in the event that it is determined by the final judgment of a court of competent jurisdiction that the payment with respect to a Letter of Credit by such Issuing Lender Bank in respect of which payment was made by such Lender constituted gross negligence or willful misconduct on the part of such Issuing LenderBank.

Payment by Lenders. In the event that If Company shall fail to reimburse the Issuing Lender, for any reason to reimburse any Issuing Lender reason, as provided in subsection 3.3B 2.7C in an amount equal to the amount of any drawing honored drawing or payment made by such the Issuing Lender under a Letter of Credit issued by it, such the Issuing Lender shall promptly notify each other Lender of the unreimbursed amount of such honored drawing or payment and of such other Lender's respective participation therein based on such Lender's Pro Rata Share of the Revolving Loan Credit Commitments. Each Lender shall make available to such the Issuing Lender an amount equal to its respective participation, in same day funds, at the office of such the Issuing Lender specified in such notice, not later than 12:00 Noon noon (New York Dallas time) on the first business day (under the laws of the jurisdiction in which such office of such Issuing Lender is located) Business Day after the date notified by such the Issuing Lender. In the event that If any Lender fails to make available to such the Issuing Lender on such business day the amount of such Lender's participation in such Letter of Credit as provided in this subsection 3.3C2.7D, such the Issuing Lender shall be entitled to recover such amount on demand from such Lender together with interest thereon at the customary rate customarily used set by such the Issuing Lender for the correction of errors among banks for three one Business Days Day and thereafter at the Base Rate. Nothing in this subsection 3.3C 2.7 shall be deemed to prejudice the right of any Lender to recover from any the Issuing Lender any amounts made available by such Lender to such the Issuing Lender pursuant to this subsection 3.3C in the event that 2.7D, or any rights of Company, if it is determined by the in a final judgment of by a court of competent jurisdiction that the payment with respect to a Letter of Credit by such the Issuing Lender in respect of which payment was made by such Lender constituted gross negligence or willful misconduct on the part of such the Issuing Lender. The Issuing Lender shall distribute to each other Lender which has paid all amounts payable by it under this subsection 2.7D with respect to any Letter of Credit issued by the Issuing Lender such other Lender's Pro Rata Share of the Revolving Credit Commitments of all payments received by the Issuing Lender from Company or pursuant to the last paragraph of subsection 2.7A in reimbursement of drawings honored by the Issuing Lender under such Letter of Credit when such payments are received.

Payment by Lenders. In the event that Company Borrower shall fail for any reason to reimburse any Issuing Lender as provided in subsection 3.3B in an amount equal to the amount of any drawing honored drawing or payment made by such Issuing Lender under a Letter of Credit issued by it, such Issuing Lender shall promptly notify each other Lender with a Revolving Loan Commitment of the unreimbursed amount of such honored drawing or payment and of such other Lender's ’s respective participation therein based on such Lender's ’s Pro Rata Share of the Revolving Loan CommitmentsCommitment. Each Lender with a Revolving Loan Commitment shall make available to such Issuing Lender an amount equal to its respective participation, in Dollars and in same day funds, at the office of such Issuing Lender specified in such notice, not later than 12:00 Noon (New York City time) on the first business day Business Day (under the laws of the jurisdiction in which such office of such Issuing Lender is located) after the date notified by such Issuing Lender. In the event that any Lender with a Revolving Loan Commitment fails to make available to such Issuing Lender on such business day Business Day the amount of such Lender's ’s participation in such Letter of Credit as provided in this subsection 3.3C, such Issuing Lender shall be entitled to recover such amount on demand from such Lender together with interest thereon at the rate customarily used by such Issuing Lender for the correction of errors among banks for three Business Days and thereafter at the Base Rate. Nothing in this subsection 3.3C shall be deemed to prejudice the right of any Lender to recover from any Issuing Lender any amounts made available by such Lender to such Issuing Lender pursuant to this subsection 3.3C in the event that it is determined by the final judgment of a court of competent jurisdiction that the payment with respect to a Letter of Credit by such Issuing Lender in respect of which payment was made by such Lender constituted gross negligence or willful misconduct on the part of such Issuing Lender.

Payment by Lenders. In the event that Company the Borrower shall fail for any reason to reimburse any Issuing Lender as provided in subsection 3.3B in an amount (calculated in the case of a drawing under a Letter of Credit denominated in an Offshore Currency, by reference to the applicable Exchange Rate) equal to the amount of any drawing honored drawing or payment made by such Issuing Lender under a Letter of Credit issued by it, such Issuing Lender shall promptly notify each other Lender having a Revolving Loan Commitment of such Type, of the unreimbursed amount of such honored drawing or payment and having a Revolving Loan Commitment of such Type, of such other Lender's respective participation therein based on such Lender's Pro Rata Share of the Revolving Loan CommitmentsShare. Each such Lender shall make available to such Issuing Lender an amount equal to its respective participation, participation in same day fundsfunds in Dollars, at the office of such Issuing Lender specified in such notice, not later than 12:00 Noon (New York time) on the first business day (under the laws of the jurisdiction in which such office of such Issuing Lender is located) after the date notified by such Issuing Lender. In the event that any such Lender fails to make available to such Issuing Lender on such business day the amount of such Lender's participation in such Letter of Credit or the amount of the unreimbursed drawing regarding such Letter of Credit as provided in this subsection 3.3C, such Issuing Lender shall be entitled to recover such amount on demand from such Lender together with interest thereon at the rate customarily used by such Issuing Lender for the correction of errors among banks for three Business Days and thereafter at the Base Rate. Nothing in this subsection 3.3C shall be deemed to prejudice the right of any such Lender to recover from any Issuing Lender any amounts made available by such Lender to such Issuing Lender pursuant to this subsection 3.3C in the event that it is determined by the final judgment of a court of competent jurisdiction that the payment with respect to a Letter of Credit by such Issuing Lender in respect of which payment was made by such Lender constituted gross negligence or willful misconduct on the part of such Issuing Lender.

Payment by Lenders. In the event that Company shall fail for any reason to reimburse any Issuing Lender as provided in subsection 3.3B in an amount (calculated, in the case of a drawing under a Letter of Credit denominated in a currency other than Dollars, by reference to the applicable Exchange Rate) equal to the amount of any drawing honored drawing or payment made by such Issuing Lender under a Letter of Credit issued by it, such Issuing Lender shall promptly notify each other Lender having Revolving Loan Exposure of the unreimbursed amount of such honored drawing or payment and of such other Lender's respective participation therein based on such Lender's Pro Rata Share of the Revolving Loan CommitmentsShare. Each Lender having Revolving Loan Exposure shall make available to such Issuing Lender an amount equal to its respective participation, in Dollars and in same day funds, at the office of such Issuing Lender specified in such notice, not later than 12:00 Noon (New York Toronto time) on the first business day (under the laws of the jurisdiction in which such office of such Issuing Lender is located) after the date notified by such Issuing Lender. In the event that any Lender having Revolving Loan Exposure fails to make available to such Issuing Lender on such business day the amount of such Lender's participation in such Letter of Credit as provided in this subsection 3.3C, such Issuing Lender shall be entitled to recover such amount on demand from such Lender together with interest thereon at the rate customarily used by such Issuing Lender for the correction of errors among banks for three Business Days and thereafter at the Base Rate. Nothing in this subsection 3.3C shall be deemed to prejudice the right of any such other Lender to recover from any Issuing Lender any amounts made available by such Lender to such Issuing Lender pursuant to this subsection 3.3C in the event that it is determined by the final judgment of a court of competent jurisdiction that the payment with respect to a Letter of Credit by such Issuing Lender in respect of which payment was made by such Lender constituted gross negligence or willful misconduct on the part of such Issuing Lender.

Payment by Lenders. In the event that Company shall fail for ------------------ any reason to reimburse any Issuing Lender as provided in subsection 3.3B in an amount (calculated, in the case of a drawing under a Letter of Credit denominated in a currency other than Dollars, by reference to the applicable Exchange Rate) equal to the amount of any drawing honored drawing or payment made by such Issuing Lender under a Letter of Credit issued by it, such Issuing Lender shall promptly notify each other Lender of the unreimbursed amount of such honored drawing or payment and of such other Lender's respective participation therein based on such Lender's Pro Rata Share of the Revolving Loan Commitments. Each Lender shall make available to such Issuing Lender an amount equal to its respective participation, in Dollars and in same day funds, at the office of such Issuing Lender specified in such notice, not later than 12:00 Noon (New York City time) on the first business day (under the laws of the jurisdiction in which such office of such Issuing Lender is located) after the date notified by such Issuing Lender. In the event that any Lender fails to make available to such Issuing Lender on such business day the amount of such Lender's participation in such Letter of Credit as provided in this subsection 3.3C, such Issuing Lender shall be entitled to recover such amount on demand from such Lender together with interest thereon at the rate customarily used by such Issuing Lender for the correction of errors among banks for three Business Days and thereafter at the Base Rate. Nothing in this subsection 3.3C shall be deemed to prejudice the right of any Lender to recover from any Issuing Lender any amounts made available by such Lender to such Issuing Lender pursuant to this subsection 3.3C in the event that it is determined by the final judgment of a court of competent jurisdiction that the payment with respect to a Letter of Credit by such Issuing Lender in respect of which payment was made by such Lender constituted gross negligence or willful misconduct on the part of such Issuing Lender.

Payment by Lenders. In the event that Company the Borrower shall fail for any reason to reimburse any the Issuing Lender as provided in subsection 3.3B in an amount equal to the amount of any honored drawing or payment made by such the Issuing Lender under a Letter of Credit issued by it, such the Issuing Lender shall promptly notify Administrative Agent, who shall promptly notify each other Lender of the unreimbursed amount of such honored drawing or payment and of such other Lender's ’s respective participation therein based on such Lender's ’s Pro Rata Share (after giving effect to any Revolving Loans made by such Lender under subsection 3.3B in respect of the Revolving Loan Commitmentssuch drawing). Each Lender (other than the Issuing Lender) shall make available to such Issuing Lender Administrative Agent an amount equal to its respective participation, in same day fundsDollars, in Same Day Funds, at the Funding and Payment Office, not later than 10:00 A.M. (California time) on the first Business Day after the date notified by Administrative Agent, and Administrative Agent shall make available to the Issuing Lender in Dollars, in Same Day Funds, at the office of such the Issuing Lender specified in on such notice, not later than 12:00 Noon (New York time) on Business Day the first business day (under the laws aggregate amount of the jurisdiction in which such office of such Issuing Lender is located) after the date notified payments so received by such Issuing LenderAdministrative Agent. In the event that any Lender fails to make available to such Issuing Lender Administrative Agent on such business day Business Day the amount of such Lender's ’s participation in such Letter of Credit as provided in this subsection 3.3C, such the Issuing Lender shall be entitled to recover such amount on demand from such Lender together with interest thereon at the rate customarily used by such the Issuing Lender for the correction of errors among banks for three Business Days and thereafter at the Base Rate. Nothing in this subsection 3.3C shall be deemed to prejudice the right of any Lender Administrative Agent to recover recover, for the benefit of Lenders, from any the Issuing Lender any amounts made available by such Lender to such the Issuing Lender pursuant to this subsection 3.3C in the event that it is determined by the final judgment of a court of competent jurisdiction that the payment with respect to a Letter of Credit by such the Issuing Lender in respect of which payment was payments were made by such Lender Lenders constituted gross negligence or willful misconduct on the part of such the Issuing Lender.

Payment by Lenders. In the event that Company Borrowers shall fail for any reason to reimburse any Issuing Lender as provided in subsection 3.3B in an amount equal to the amount of any drawing honored drawing or payment made by such Issuing Lender under a Letter of Credit issued by it, such Issuing Lender shall promptly notify each other Lender of the unreimbursed amount of such honored drawing or payment and of such other Lender's respective participation therein based on such Lender's Pro Rata Share of the Revolving Loan CommitmentsShare. Each Lender shall make available to such Issuing Lender an amount equal to its respective participation, in Dollars and in same day funds, at the office of such Issuing Lender specified in such notice, not later than 12:00 Noon (New York time) on the first business day Business Day (under the laws of the jurisdiction in which such office of such Issuing Lender is located) after the date notified by such Issuing Lender. In the event that any Lender fails to make available to such Issuing Lender on such business day Business Day the amount of such Lender's participation in such Letter of Credit as provided in this subsection 3.3C, such Issuing Lender shall be entitled to recover such amount on demand from such Lender together with interest thereon at the rate customarily used by such Issuing Lender for the correction of errors among banks for three Business Days and thereafter at the Base Rate. Nothing in this subsection 3.3C shall be deemed to prejudice the right of any Lender to recover from any Issuing Lender any amounts made available by such Lender to such Issuing Lender pursuant to this subsection 3.3C in the event that it is determined by the final judgment of a court of competent jurisdiction that the payment with respect to a Letter of Credit by such Issuing Lender in respect of which payment was made by such Lender constituted gross negligence or willful misconduct on the part of such Issuing Lender.

Payment by Lenders. In the event that Company shall fail for any reason to reimburse any Issuing Lender as provided in subsection 3.3B in an amount (calculated, in the case of a drawing under a Letter of Credit denominated in a currency other than Dollars, by reference to the applicable Exchange Rate) equal to the amount of any drawing honored drawing or payment made by such Issuing Lender under a Letter of Credit issued by it, such Issuing Lender shall promptly notify each other Lender of the unreimbursed amount of such honored drawing or payment and of such other Lender's respective participation therein based on such Lender's Pro Rata Share of the Revolving Loan Commitments. Each Lender shall make available to such Issuing Lender an amount equal to its respective participation, in Dollars and in same day funds, at the office of such Issuing Lender specified in such notice, not later than 12:00 Noon (New York City time) on the first business day (under the laws of the jurisdiction in which such office of such Issuing Lender is located) after the date notified by such Issuing Lender. In the event that any Lender fails to make available to such Issuing Lender on such business day the amount of such Lender's participation in such Letter of Credit as provided in this subsection 3.3C, such Issuing Lender shall be entitled to recover such amount on demand from such Lender together with interest thereon at the rate customarily used by such Issuing Lender for the correction of errors among banks for three Business Days and thereafter at the Base Rate. Nothing in this subsection 3.3C shall be deemed to prejudice the right of any Lender to recover from any Issuing Lender any amounts made available by such Lender to such Issuing Lender pursuant to this subsection 3.3C in the event that it is determined by the final judgment of a court of competent jurisdiction that the payment with respect to a Letter of Credit by such Issuing Lender in respect of which payment was made by such Lender constituted gross negligence or willful misconduct on the part of such Issuing Lender.

Payment by Lenders. In If the event that Company Borrowers shall fail for any reason to reimburse any an Issuing Lender Bank as provided in subsection 3.3B Section 2.16C in an amount equal to the amount of any drawing honored drawing or payment made by such Issuing Lender Bank under a Letter of Credit issued by itit together with accrued interest thereon, such Issuing Lender Bank shall promptly notify each other Lender the Administrative Agent of the unreimbursed amount of such honored drawing or payment together with accrued interest thereon and the Administrative Agent shall notify each Lender of such other Lender's respective participation therein based on such Lender's Pro Rata Share of the Revolving Loan Commitments. Each Lender shall make available to the Administrative Agent for the account of such Issuing Lender Bank an amount equal to its respective participation, in same day funds, at the office of such Issuing Lender specified in such noticethe Administrative Agent, not later than 12:00 Noon 9:00 A.M. (New York San Francisco time) on the first Business Day next following the date notified by the Administrative Agent. The day of payment by each Lender to the Administrative Agent and the day of notice by the Administrative Agent to each Lender shall be both a Business Day and a business day (under the laws of the jurisdiction in which of each such office of such Issuing Lender is located) after the date notified by such Issuing Lender. In the event that If any Lender fails to make available to such Issuing Lender on such business day the Administrative Agent the amount of such Lender's participation in such Letter of Credit as provided in this subsection 3.3CSection 2.16D, such Issuing Lender Bank shall be entitled to recover such amount on demand from such Lender Lender, together with interest thereon (to the extent such interest is not received from the Borrowers) until such amount is recovered at the rate customarily used by such Issuing Lender for the correction of errors among banks for three Business Days and thereafter at the Base Federal Funds Rate. Nothing in this subsection 3.3C Section 2.16 shall be deemed to prejudice the right of any Lender to recover from any an Issuing Lender Bank any amounts made available by such Lender to such Issuing Lender Bank pursuant to this subsection 3.3C in the event that Section 2.16D if it is determined by the final a judgment of a court of competent jurisdiction that the payment with respect to a Letter of Credit by such Issuing Lender Bank in respect of which payment was made by such Lender constituted gross negligence or willful misconduct on the part of such Issuing Bank. Each Issuing Bank shall distribute through the Administrative Agent to each other Lender which has paid all amounts payable by it under this Section 2.16D with respect to any Letter of Credit issued by such Issuing Bank such other Lender's Pro Rata Share (with respect to the Revolving Commitments) of all payments received by such Issuing Bank from any Loan Party in reimbursement of drawings honored by such Issuing Bank under such Letter of Credit when such payments are received. The Borrowers shall be liable to the Lenders for all of the principal and interest made available by the Lenders to any Issuing Bank pursuant to this Section 2.16D and interest on all amounts made available by Lenders to any Issuing Bank shall accrue at the rates set forth in the proviso to Section 2.7A. All such principal and interest amounts shall be part of the Obligations.

Payment by Lenders. In the event that Company shall fail for any reason to reimburse any Issuing Lender as provided in subsection 3.3B in an amount (calculated, in the case of a drawing under a Letter of Credit denominated in a currency other than Dollars, by reference to the applicable Exchange Rate) equal to the amount of any drawing honored drawing or payment made by such Issuing Lender under a Letter of Credit issued by it, such Issuing Lender shall promptly notify each other Lender of the unreimbursed amount of such honored drawing or payment and of such other Lender's ’s respective participation therein based on such Lender's ’s Pro Rata Share of the Revolving Loan Commitments. Each Lender shall make available to such Issuing Lender an amount equal to its respective participation, in Dollars and in same day funds, at the office of such Issuing Lender specified in such notice, not later than 12:00 Noon (New York City time) on the first business day (under the laws of the jurisdiction in which such office of such Issuing Lender is located) after the date notified by such Issuing Lender. In the event that any Lender fails to make available to such Issuing Lender on such business day the amount of such Lender's ’s participation in such Letter of Credit as provided in this subsection 3.3C, such Issuing Lender shall be entitled to recover such amount on demand from such Lender together with interest thereon at the rate customarily used by such Issuing Lender for the correction of errors among banks for three Business Days and thereafter at the Base Rate. Nothing in this subsection 3.3C shall be deemed to prejudice the right of any Lender to recover from any Issuing Lender any amounts made available by such Lender to such Issuing Lender pursuant to this subsection 3.3C in the event that it is determined by the final judgment of a court of competent jurisdiction that the payment with respect to a Letter of Credit by such Issuing Lender in respect of which payment was made by such Lender constituted gross negligence or willful misconduct on the part of such Issuing Lender.

Payment by Lenders. In the event that Company shall fail for any reason to reimburse any Issuing Lender as provided in subsection 3.3B (including the failure to reimburse such Issuing Lender with the proceeds of Loans) in an amount equal to the amount of any drawing honored drawing or payment made by such Issuing Lender under a Letter of Credit issued by it, such Issuing Lender shall promptly notify each other Lender of the unreimbursed amount of such honored drawing or payment and of such other Lender's respective participation therein based on such Lender's Pro Rata Share of the Revolving Loan CommitmentsShare. Each Lender shall make available to such Issuing Lender an amount equal to its respective participation, in Dollars and in same day funds, at the office of such Issuing Lender specified in such notice, not later than 12:00 Noon (New York Dallas, Texas time) on the first business day (under the laws of the jurisdiction in which such office of such Issuing Lender is located) after the date notified by such Issuing Lender. In the event that any Lender fails to make available to such Issuing Lender on such business day the amount of such Lender's participation in such Letter of Credit as provided in this subsection 3.3C, such Issuing Lender shall be entitled to recover such amount on demand from such Lender together with interest thereon at the rate customarily used by such Issuing Lender for the correction of errors among banks for three Business Days and thereafter at the Base Rate. Nothing in this subsection 3.3C shall be deemed to prejudice the right of any Lender to recover from any Issuing Lender any amounts made available by such Lender to such Issuing Lender pursuant to this subsection 3.3C in the event that it is determined by the final judgment of a court of competent jurisdiction that the payment with respect to a Letter of Credit by such Issuing Lender in respect of which payment was made by such Lender constituted gross negligence or willful misconduct on the part of such Issuing Lender.

Payment by Lenders. In the event that Company Borrowers shall fail for any reason to reimburse any Issuing Lender as provided in subsection Section 3.3B in an amount equal to the amount of any drawing honored drawing or payment made by such Issuing Lender under a Standby Letter of Credit issued by it, such Issuing Lender shall promptly notify each other Lender of the unreimbursed amount of such honored drawing or payment and of such other Lender's respective participation therein based on such Lender's Pro Rata Share of the Revolving Loan CommitmentsShare. Each Lender shall make available to such Issuing Lender an amount equal to its respective participation, in Dollars and in same day funds, at the office of such Issuing Lender specified in such notice, not later than 12:00 Noon (New York time) on the first business day (under the laws of the jurisdiction in which such office of such Issuing Lender is located) after the date notified by such Issuing Lender. In the event that any Lender fails to make available to such Issuing Lender on such business day the amount of such Lender's participation in such Standby Letter of Credit as provided in this subsection Section 3.3C, such Issuing Lender shall be entitled to recover such amount on demand from such Lender together with interest thereon at the rate customarily used by such Issuing Lender for the correction of errors among banks for three Business Days and thereafter at the Base Rate. Nothing in this subsection Section 3.3C shall be deemed to prejudice the right of any Lender to recover from any Issuing Lender any amounts made available by such Lender to such Issuing Lender pursuant to this subsection Section 3.3C in the event that it is determined by the final judgment of a court of competent jurisdiction that the payment with respect to a Standby Letter of Credit by such Issuing Lender in respect of which payment was made by such Lender constituted gross negligence or willful misconduct misconduct, as determined by a final judgment of a court of competent jurisdiction on the part of such Issuing Lender.

Payment by Lenders. In the event that Company Borrowers shall fail for any reason to reimburse any Issuing Lender as provided in subsection 3.3B in an amount equal to the amount of any drawing honored drawing or payment made by such Issuing Lender under a Letter of Credit issued by it, such Issuing Lender shall promptly notify each other Lender with a Revolving Loan Commitment of the unreimbursed amount of such honored drawing or payment and of such other Lender's respective participation therein based on such Lender's Pro Rata Share of the Revolving Loan CommitmentsCommitment. Each Lender with a Revolving Loan Commitment shall make available to such Issuing Lender an amount equal to its respective participation, in Dollars and in same day funds, at the office of such Issuing Lender specified in such notice, not later than 12:00 Noon (New York City time) on the first business day Business Day (under the laws of the jurisdiction in which such office of such Issuing Lender is located) after the date notified by such Issuing Lender. In the event that any Lender with a Revolving Loan Commitment fails to make available to such Issuing Lender on such business day Business Day the amount of such Lender's participation in such Letter of Credit as provided in this subsection 3.3C, such Issuing Lender shall be entitled to recover such amount on demand from such Lender together with interest thereon at the rate customarily used by such Issuing Lender for the correction of errors among banks for three Business Days and thereafter at the Base Rate. Nothing in this subsection 3.3C shall be deemed to prejudice the right of any Lender to recover from any Issuing Lender any amounts made available by such Lender to such Issuing Lender pursuant to this subsection 3.3C in the event that it is determined by the final judgment of a court of competent jurisdiction that the payment with respect to a Letter of Credit by such Issuing Lender in respect of which payment was made by such Lender constituted gross negligence or willful misconduct on the part of such Issuing Lender.63 CREDIT AGREEMENT

Payment by Lenders. In the event that Company Borrowers shall fail for ------------------ any reason to reimburse any Issuing Lender as provided in subsection 3.3B in an amount equal to the amount of any drawing honored drawing or payment made by such Issuing Lender under a Letter of Credit issued by it, such Issuing Lender shall promptly notify each other Lender of the unreimbursed amount of such honored drawing or payment and of such other Lender's respective participation therein based on such Lender's Pro Rata Share of the Revolving Loan Commitments. --- ---- Each Lender shall make available to such Issuing Lender an amount equal to its respective participation, in Dollars and in same day funds, at the office of such Issuing Lender specified in such notice, not later than 12:00 Noon (New York City time) on the first business day (under the laws of the jurisdiction in which such office of such Issuing Lender is located) after the date notified by such Issuing Lender. In the event that any Lender fails to make available to such Issuing Lender on such business day the amount of such Lender's participation in such Letter of Credit as provided in this subsection 3.3C, such Issuing Lender shall be entitled to recover such amount on demand from such Lender together with interest thereon at the rate customarily used by such Issuing Lender for the correction of errors among banks for three Business Days and thereafter at the Base Rate. Nothing in this subsection 3.3C 3.3 shall be deemed to prejudice the right of any Lender to recover from any Issuing Lender any amounts made available by such Lender to such Issuing Lender pursuant to this subsection 3.3C 3.3 in the event that it is determined by the final judgment of a court of competent jurisdiction that the payment with respect to a Letter of Credit by such Issuing Lender in respect of which payment was made by such Lender constituted gross negligence or willful misconduct on the part of such Issuing Lender.

Payment by Lenders. In the event that Company shall fail for any ------------------ reason to reimburse any Issuing Lender as provided in subsection 3.3B in an amount equal to the amount of any drawing honored drawing or payment made by such Issuing Lender under a Letter of Credit issued by it, such Issuing Lender shall promptly notify each other Lender of the unreimbursed amount of such honored drawing or payment and of such other Lender's respective participation therein based on such Lender's Pro Rata Share of the Revolving Loan CommitmentsShare. Each Lender having a Revolving Loan Commitment shall make available to such Issuing Lender an amount equal to its respective participation, in same day funds, at the office of such Issuing Lender specified in such notice, not later than 12:00 Noon 11:30 A.M. (New York time) on the first business day (under the laws of the jurisdiction in which such office of such Issuing Lender is located) after the date notified by such Issuing Lender. In the event that any Lender having a Revolving Loan Commitment fails to make available to such Issuing Lender on such business day the amount of such Lender's participation in such Letter of Credit as provided in this subsection 3.3C, such Issuing Lender shall be entitled to recover such amount on demand from such Lender together with interest thereon at the rate customarily used by such Issuing Lender for the correction of errors among banks for three Business Days and thereafter at the Base Rate. Nothing in this subsection 3.3C shall be deemed to prejudice the right of any Lender having a Revolving Loan Commitment to recover from any Issuing Lender any amounts made available by such Lender to such Issuing Lender pursuant to this subsection 3.3C in the event that it is determined by the final judgment of a court of competent jurisdiction that the payment with respect to a Letter of Credit by such Issuing Lender in respect of which payment was made by such Lender constituted gross negligence or willful misconduct on the part of such Issuing Lender.this

Payment by Lenders. In the event that Company shall fail for any reason to reimburse any Issuing Lender as provided in subsection 3.3B in an amount (calculated, in the case of a drawing under a Letter of Credit denominated in a currency other than Dollars, by reference to the applicable Exchange Rate) equal to the amount of any drawing honored drawing or payment made by such Issuing Lender under a Letter of Credit issued by it, such Issuing Lender shall promptly notify each other Lender having a Revolving Loan Commitment of the unreimbursed amount of such honored drawing or payment and of such other Lender's respective participation therein based on such Lender's Pro Rata Share of the Revolving Loan CommitmentsShare. Each such Lender shall make available to such Issuing Lender an amount equal to its respective participation, in same day funds, at the office of such Issuing Lender specified in such notice, not later than 12:00 Noon noon (New York time) on the first business day (under the laws of the jurisdiction in which such office of such Issuing Lender is locatedLender) after the date notified by such Issuing Lender. In the event that any such Lender fails to make available to such Issuing Lender on such business day the amount of such Lender's participation in such Letter of Credit as provided in this subsection 3.3C, such Issuing Lender shall be entitled to recover such amount on demand from such Lender together with interest thereon at the rate customarily used by such Issuing Lender for the correction of errors among banks for three Business Days and thereafter at the Base Rate. Nothing in this subsection 3.3C shall be deemed to prejudice the right of any Lender to recover from any Issuing Lender any amounts made available by such Lender to such Issuing Lender pursuant to this subsection 3.3C in the event that it is determined by the final judgment of a court of competent jurisdiction that the payment with respect to a Letter of Credit by such Issuing Lender in respect of which payment was made by such Lender constituted gross negligence or willful misconduct on the part of such Issuing Lender.

Payment by Lenders. In the event that Company Borrower shall fail for any reason to reimburse any Issuing Lender as provided in subsection 3.3B by the close of business of Issuing Lender on the Reimbursement Date in an amount (calculated, in the case of a drawing under a Letter of Credit denominated in a currency other than Dollars, by reference to the applicable Exchange Rate on the date of such drawing) equal to the amount of any drawing honored drawing or payment made by such Issuing Lender under a Letter of Credit issued by it, such Issuing Lender shall promptly notify Managing Agent and Managing Agent shall promptly notify each other Lender of the unreimbursed amount of such honored drawing or payment and of such other Lender's respective participation therein based on such Lender's Pro Rata Share of the Revolving Loan CommitmentsShare. Each Lender shall make available to such Issuing Lender an amount equal to its respective participation, ; in Dollars and in same day funds, at the office of such Issuing Lender specified in such notice, not later than 12:00 Noon (New York time) on the first business day (under the laws of the jurisdiction in which such office of such Issuing Lender is located) after the date notified by such Issuing Lender. In the event that any Lender fails to make available to such Issuing Lender on such business day the amount of such Lender's participation in such Letter of Credit as provided in this subsection 3.3C, such Issuing Lender shall be entitled to recover such amount on demand from such Lender together with interest thereon at the rate customarily used by such Issuing Lender for the correction of errors among banks for three Business Days and thereafter at the Base Index Rate. Nothing in this subsection 3.3C shall be deemed to prejudice the right of any Lender to recover from any Issuing Lender any amounts made available by such Lender to such Issuing Lender pursuant to this subsection 3.3C in the event that it is determined by the final judgment of a court of competent jurisdiction that the payment with respect to a Letter of Credit by such Issuing Lender in respect of which payment was made by such Lender constituted gross negligence or willful misconduct on the part of such Issuing Lender.

Payment by Lenders. In the event that Company shall fail for any reason to reimburse any the Issuing Lender as provided in subsection 3.3B in an amount (calculated, in the case of a drawing under a Letter of Credit denominated in a currency other than Dollars, by reference to the applicable Exchange Rate) equal to the amount of any drawing honored drawing or payment made by such the Issuing Lender under a Letter of Credit issued by it, such the Issuing Lender shall promptly notify each other Lender of the unreimbursed amount of such honored drawing or payment and of such other Lender's respective participation therein based on such Lender's Pro Rata Share of the Revolving Loan CommitmentsShare. Each Lender shall make available to such the Issuing Lender an amount equal to its respective participation, in Dollars and in same day funds, at the office of such the Issuing Lender specified in such notice, not later than 12:00 Noon 11:00 A.M. (New York San Francisco time) on the first business day (under the laws of the jurisdiction in which such office of such the Issuing Lender is located) after the date notified by such the Issuing Lender. In the event that any Lender fails to make available to such the Issuing Lender on such business day the amount of such Lender's participation in such Letter of Credit as provided in this subsection 3.3C, such the Issuing Lender shall be entitled to recover such amount on demand from such the Lender together with interest thereon at the rate customarily used by such the Issuing Lender for the correction of errors among banks for three Business Days and thereafter at the Base Rate. Nothing in this subsection 3.3C shall be deemed to prejudice the right of any Lender to recover from any the Issuing Lender any amounts made available by such Lender to such the Issuing Lender pursuant to this subsection 3.3C in the event that it is determined by the final judgment of a court of competent jurisdiction that the payment with respect to a Letter of Credit by such the Issuing Lender in respect of which payment was made by such Lender constituted gross negligence or willful misconduct on the part of such the Issuing Lender.

Payment by Lenders. In the event that Company shall fail for any reason to reimburse Administrative Agent for the account of any Issuing Lender as provided in subsection 3.3B in an amount equal to the amount of any drawing honored drawing or payment made by such Issuing Lender under a Letter of Credit issued by itit (such failure being deemed in accordance with subsection 3.3B a timely request that Lenders make Revolving Loans in the amount of such unreimbursed honored drawing) by 1:00 P.M. (New York time) on the Reimbursement Date, Administrative Agent shall promptly notify such Issuing Lender shall promptly notify and each other Lender having a Revolving Loan Commitment of the unreimbursed amount of such honored drawing or payment and of such other Lender's respective participation therein based on such Lender's Revolving Pro Rata Share. If for any reason Revolving Loans may not be funded at the time required and in an amount sufficient to reimburse Administrative Agent for the account of such Issuing Lender as provided in subsection 3.3B in an amount equal to the amount of such drawing, each Lender having a Revolving Loan Commitment agrees to fund its participation in such unreimbursed honored drawing of the Letter of Credit purchased pursuant to subsection 3.1C in an amount equal to its Revolving Pro Rata Share of the Revolving Loan Commitmentsthereof. Each Lender having a Revolving Loan Commitment shall make available to Administrative Agent for the account of such Issuing Lender an amount equal to its respective participationparticipation (whether as a Revolving Loan or as a participation in the Letter of Credit), in Dollars and in same day funds, at to the office of such Issuing Lender specified in such noticeFunding and Payment Account, not later than 12:00 Noon (New York time) on the first business day (under the laws of the jurisdiction in which such office of such Issuing Lender is locatedNew York law) after the date notified by such Issuing LenderAdministrative Agent. In the event that any Lender fails to make available to Administrative Agent for the account of such Issuing Lender on such business day the amount of such Lender's participation in such Letter of Credit as provided in this subsection 3.3C, such Issuing Lender shall be entitled to recover such amount on demand from such Lender together with interest thereon at the rate customarily used by such Issuing Lender for the correction of errors among banks for three Business Days and thereafter at the Base Rate. Nothing in this subsection 3.3C shall be deemed to prejudice the right of any Lender to recover from any Issuing Lender any amounts made available by such Lender to such Issuing Lender pursuant to this subsection 3.3C in the event and to the extent that it is determined by the final judgment of a court of competent jurisdiction that the payment with respect to a Letter of Credit by such Issuing Lender in respect of which payment was made by such other Lender constituted gross negligence or willful misconduct on the part of such Issuing Lender.

Payment by Lenders. In the event that Company Borrower shall fail for any reason to reimburse any Issuing Lender as provided in subsection 3.3B in an amount equal to the amount of any drawing honored drawing or payment made by such Issuing Lender under a Letter of Credit issued by it, such Issuing Lender shall promptly notify each other Lender of the unreimbursed amount of such honored drawing or payment and of such other Lender's respective participation therein based on such Lender's Pro Rata Share of the Revolving Loan CommitmentsShare. Each Lender shall make available to such Issuing Lender an amount equal to its respective participation, in Dollars and in same day funds, at the office of such Issuing Lender specified in such notice, not later than 12:00 Noon (New York time) on the first business day Business Day (under the laws of the jurisdiction in which such office of such Issuing Lender is located) after the date notified by such Issuing Lender. In the event that any Lender fails to make available to such Issuing Lender on such business day Business Day the amount of such Lender's participation in such Letter of Credit as provided in this subsection 3.3C, such Issuing Lender shall be entitled to recover such amount on demand from such Lender together with interest thereon at the rate customarily used by such Issuing Lender for the correction of errors among banks for three Business Days and thereafter at the Base Rate. Nothing in this subsection 3.3C shall be deemed to prejudice the right of any Lender to recover from any Issuing Lender any amounts made available by such Lender to such Issuing Lender pursuant to this subsection 3.3C in the event that it is determined by the final judgment of a court of competent jurisdiction that the payment with respect to a Letter of Credit by such Issuing Lender in respect of which payment was made by such Lender constituted gross negligence or willful misconduct on the part of such Issuing Lender.

Payment by Lenders. In the event that Company the Borrower shall fail for any reason to reimburse any Issuing Lender as provided in subsection 3.3B in an amount (calculated in the case of a drawing under a Letter of Credit denominated in an Offshore Currency, by reference to the applicable Exchange Rate) equal to the amount of any drawing honored drawing or payment made by such Issuing Lender under a Letter of Credit issued by it, such Issuing Lender shall promptly notify each other Lender having a DIP/Bridge Loan Commitment of such Type, of the unreimbursed amount of such honored drawing or payment and having a DIP/Bridge Loan Commitment of such Type, of such other Lender's respective participation therein based on such Lender's Pro Rata Share of the Revolving Loan CommitmentsShare. Each such Lender shall make available to such Issuing Lender an amount equal to its respective participation, participation in same day fundsfunds in Dollars, at the office of such Issuing Lender specified in such notice, not later than 12:00 Noon (New York time) on the first business day (under the laws of the jurisdiction in which such office of such Issuing Lender is located) after the date notified by such Issuing Lender. In the event that any such Lender fails to make available to such Issuing Lender on such business day the amount of such Lender's participation in such Letter of Credit or the amount of the unreimbursed drawing regarding such Letter of Credit as provided in this subsection 3.3C, such Issuing Lender shall be entitled to recover such amount on demand from such Lender together with interest thereon at the rate customarily used by such Issuing Lender for the correction of errors among banks for three Business Days and thereafter at the Base Rate. Nothing in this subsection 3.3C shall be deemed to prejudice the right of any such Lender to recover from any Issuing Lender any amounts made available by such Lender to such Issuing Lender pursuant to this subsection 3.3C in the event that it is determined by the final judgment of a court of competent jurisdiction that the payment with respect to a Letter of Credit by such Issuing Lender in respect of which payment was made by such Lender constituted gross negligence or willful misconduct on the part of such Issuing Lender.

Payment by Lenders. In the event that Company the Borrower shall fail ------------------ for any reason to reimburse any Issuing Lender as provided in subsection 3.3B in an amount (calculated in the case of a drawing under a Letter of Credit denominated in a currency other than Dollars, by reference to the applicable Exchange Rate) equal to the amount of any drawing honored drawing or payment made by such Issuing Lender under a Letter of Credit issued by it, such Issuing Lender shall promptly notify each other Lender having a Revolving Loan Commitment of such Type, of the unreimbursed amount of such honored drawing or payment and having a Revolving Loan Commitment of such Type, of such other Lender's respective participation therein based on such Lender's Pro Rata Share of the Revolving Loan CommitmentsShare. Each such Lender shall make available to such Issuing Lender an amount equal to its respective participation, participation in same day fundsfunds in Dollars, at the office of such Issuing Lender specified in such notice, not later than 12:00 Noon (New York timeLocal Time) on the first business day (under the laws of the jurisdiction in which such office of such Issuing Lender is located) after the date notified by such Issuing Lender. In the event that any such Lender fails to make available to such Issuing Lender on such business day the amount of such Lender's participation in such Letter of Credit or the amount of the unreimbursed drawing regarding such Letter of Credit as provided in this subsection 3.3C, such Issuing Lender shall be entitled to recover such amount on demand from such Lender together with interest thereon at the rate customarily used by such Issuing Lender for the correction of errors among banks for three Business Days and thereafter at the Base Rate. Nothing in this subsection 3.3C shall be deemed to prejudice the right of any such Lender to recover from any Issuing Lender any amounts made available by such Lender to such Issuing Lender pursuant to this subsection 3.3C in the event that it is determined by the final judgment of a court of competent jurisdiction that the payment with respect to a Letter of Credit by such Issuing Lender in respect of which payment was made by such Lender constituted gross negligence or willful misconduct on the part of such Issuing Lender.

Payment by Lenders. In the event that Company Borrower shall fail for any reason to reimburse any Issuing Lender as provided in subsection 3.3B Section 2.18 in an amount equal to the amount of 24 any drawing honored drawing or payment made by such Issuing Lender under a Letter of Credit issued by it, such Issuing Lender shall promptly notify each other Lender of the unreimbursed amount of such honored drawing or payment and of such other Lender's respective participation therein based on such Lender's Pro Rata Share of the Revolving Loan CommitmentsShare. Each Lender shall make available to such Issuing Lender an amount equal to its respective participation, in Dollars and in same day funds, at the office of such Issuing Lender specified in such notice, not later than 12:00 Noon (New York City time) on the first business day (under the laws of the jurisdiction in which such office of such Issuing Lender is located) after the date notified by such Issuing Lender. In the event that any Lender fails to make available to such Issuing Lender on such business day the amount of such Lender's participation in such Letter of Credit as provided in this subsection 3.3CSection 2.19, such Issuing Lender shall be entitled to recover such amount on demand from such Lender together with interest thereon at the rate customarily used by such Issuing Lender for the correction of errors among banks for three Business Days and thereafter at the Base Rate. Nothing in this subsection 3.3C Section 2.19 shall be deemed to prejudice the right of any Lender to recover from any Issuing Lender any amounts made available by such Lender to such Issuing Lender pursuant to this subsection 3.3C Section 2.19 in the event that it is determined by the final judgment of a court of competent jurisdiction that the payment with respect to a Letter of Credit by such Issuing Lender in respect of which payment was made by such Lender constituted gross negligence or willful misconduct on the part of such Issuing Lender.

Payment by Lenders. In the event that Company shall fail for ------------------ any reason to reimburse any Issuing Lender Bank as provided in subsection 3.3B in an amount equal to the amount of any honored drawing or payment made by such Issuing Lender Bank under a Letter of Credit issued by it, such Issuing Lender Bank shall promptly notify each other Lender of the unreimbursed amount of such honored drawing or payment and of such other Lender's respective participation therein based on such Lender's Pro Rata Share of the Revolving Loan Commitments. Each Lender shall make available to such Issuing Lender Bank an amount equal to its respective participation, in same day funds, at the office of such Issuing Lender Bank specified in such notice, not later than 12:00 Noon 2:00 P.M. (New York time) on the first business day (under the laws of the jurisdiction in which such office of such Issuing Lender Bank is located) after the date notified by such Issuing LenderBank. In the event that any Lender fails to make available to such Issuing Lender Bank on such business day the amount of such Lender's participation in such Letter of Credit as provided in this subsection 3.3C, such Issuing Lender Bank shall be entitled to recover such amount on demand from such Lender together with interest thereon at the rate customarily used by such Issuing Lender Bank for the correction of errors among banks for three Business Days and thereafter at the Base Rate. Nothing in this subsection 3.3C shall be deemed to prejudice the right of any Lender to recover from any Issuing Lender Bank any amounts made available by such Lender to such Issuing Lender Bank pursuant to this subsection 3.3C in the event that it is determined by the final judgment of a court of competent jurisdiction that the payment with respect to a Letter of Credit by such Issuing Lender Bank in respect of which payment was made by such Lender constituted gross negligence or willful misconduct on the part of such Issuing LenderBank.

Payment by Lenders. In the event that Company Borrower shall fail for any reason to reimburse any Issuing Lender as provided in subsection 3.3B in an amount equal to the amount of any drawing honored drawing or payment made by such Issuing Lender under a Letter of Credit issued by itit or under the IRB Reimbursement Agreement, such as applicable, Issuing Lender shall promptly notify each other Lender of the unreimbursed amount of such honored drawing or payment IRB Reimbursement Advance and of such other Lender's respective participation therein based on such Lender's Pro Rata Share of the Revolving Loan CommitmentsShare. Each Lender shall make available to such Issuing Lender an amount equal to its respective participation, in Dollars and in same day funds, at the office of such Issuing Lender specified in such notice, not later than 12:00 Noon 2:00 P.M. (New York Dallas, Texas time) on the first business day (under the laws of the jurisdiction in which such office of such Issuing Lender is located) after the date notified by such Issuing Lender. In the event that any Lender fails to make available to such Issuing Lender on such business day the amount of such Lender's participation in such Letter of Credit or the IRB Reimbursement Agreement, as applicable, as provided in this subsection 3.3C, such Issuing Lender shall be entitled to recover such amount on demand from such Lender together with interest thereon at the rate customarily used by such Issuing Lender for the correction of errors among banks for three Business Days and thereafter at the Base Rate. Nothing in this subsection 3.3C shall be deemed to prejudice the right of any Lender to recover from any Issuing Lender any amounts made available by such Lender to such Issuing Lender pursuant to this subsection 3.3C in the event that it is determined by the final judgment of a court of competent jurisdiction that the payment with respect to a Letter of Credit or the IRB Reimbursement Agreement by such Issuing Lender in respect of which payment was made by such Lender constituted gross negligence or willful misconduct on the part of such Issuing Lender.

Payment by Lenders. In the event that Company shall fail for any reason to reimburse any Issuing Lender as provided in subsection 3.3B in an amount equal to the amount of any drawing honored drawing or payment made by such Issuing Lender under a Letter of Credit issued by it, such Issuing Lender shall promptly notify each other Revolving Lender of the unreimbursed amount of such honored drawing or payment and of such other Lender's respective participation therein based on such Revolving Lender's Pro Rata Share of the Revolving Loan CommitmentsShare. Each Revolving Lender shall make available to such Issuing Lender an amount equal to its respective participation, in Dollars and in same day funds, at the office of such Issuing Lender specified in such notice, not later than 12:00 Noon (New York City time) on the first business day (under the laws of the jurisdiction in which such office of such Issuing Lender is located) after the date notified by such Issuing Lender. In the event that any Revolving Lender fails to make available to such Issuing Lender on such business day the amount of such Revolving Lender's participation in such Letter of Credit as provided in this subsection 3.3C, such Issuing Lender shall be entitled to recover such amount on demand from such Revolving Lender together with interest thereon at the rate customarily used by such Issuing Lender for the correction of errors among banks for three Business Days and thereafter at the Base Rate. Nothing in this subsection 3.3C shall be deemed to prejudice the right of any Revolving Lender to recover from any Issuing Lender any amounts made available by such Revolving Lender to such Issuing Lender pursuant to this subsection 3.3C in the event that it is determined by the final judgment of a court of competent jurisdiction that the payment with respect to a Letter of Credit by such Issuing Lender in respect of which payment was made by such Revolving Lender constituted gross negligence or willful misconduct on the part of such Issuing Lender.

Payment by Lenders. In the event that Company shall fail for any reason to reimburse any the Issuing Lender as provided in subsection subsections 3.3B or 3.3C, as applicable, in an amount equal to the amount of any drawing honored drawing or payment made by such the Issuing Lender under a Letter of Credit issued by itDocumentary Credit, such the Issuing Lender shall promptly notify each other Lender of the unreimbursed amount of such honored drawing or payment and of such other Lender's respective participation therein based on such Lender's Pro Rata Share of the Revolving Loan CommitmentsShare. Each Lender shall make available to such the Issuing Lender an amount equal to its respective participation, in Dollars and in same day funds, at the office of such the Issuing Lender specified in such notice, not later than 12:00 Noon (New York San Francisco time) on the first business day (under the laws of the jurisdiction or jurisdictions in which such office of such the Issuing Lender and the reimbursing Lender is located) after the date notified by such the Issuing Lender. In the event that any Lender fails to make available to such the Issuing Lender on such business day the amount of such Lender's participation in such Letter of Documentary Credit as provided in this subsection 3.3C3.3D, such the Issuing Lender shall be entitled to recover such amount on demand from such Lender together with interest thereon at the rate customarily used by such the Issuing Lender for the correction of errors among banks for three Business Days and thereafter at the Base Rate. Nothing in this subsection 3.3C 3.3D shall be deemed to prejudice the right of any Lender to recover from any the Issuing Lender any amounts made available by such Lender to such the Issuing Lender pursuant to this subsection 3.3C 3.3D in the event that it is determined by the final judgment of a court of competent jurisdiction that the payment with respect to a Letter of Documentary Credit by such the Issuing Lender in respect of which payment was made by such Lender constituted gross negligence or willful misconduct on the part of the Issuing Lender. Anything contained in this Agreement to the contrary notwithstanding, with respect to Documentary Credit issued by Wellx Fargo unless Wellx Xxxgo shall have notified Administrative Agent prior to 10:00 A.M. (San Francisco time) on the date any drawing is honored that Company has reimbursed Wellx Xxxgo for such honored drawing, Administrative Agent shall immediately pay to Wellx Xxxgo the amount of such unpaid drawing, and Company and the other Lenders shall be obligated, to the extent that Company and the other Lenders have not reimbursed Wellx Xxxgo therefor prior to notice to Company or such other Lender, as the case may be, by Administrative Agent and Wellx Fargo that Administrative Agent has made such payment to Wellx Xxxgo, to reimburse Administrative Agent instead of Wellx Xxxgo in respect of such Documentary Credit in accordance with the procedures set forth in this subsection 3.3D for reimbursement of the Issuing Lender.

Payment by Lenders. In the event that Company shall fail for any reason to reimburse any Issuing Lender as provided in subsection 3.3B in an amount (calculated, in the case of a drawing under a Letter of Credit denominated in a currency other than Dollars, by reference to the applicable Exchange Rate) equal to the amount of any drawing honored drawing or payment made by such Issuing Lender under a Letter of Credit issued by it, such Issuing Lender shall promptly notify each other Revolving Lender of the unreimbursed amount of such honored drawing or payment and of such other Revolving Lender's respective participation therein based on such Revolving Lender's Pro Rata Share of the Revolving Loan CommitmentsShare. Each Revolving Lender shall make available to such Issuing Lender an amount equal to its respective participation, in Dollars and in same day funds, at the office of such Issuing Lender specified in such notice, not later than 12:00 Noon (New York City time) on the first business day (under the laws of the jurisdiction in which such office of such Issuing Lender is located) after the date notified by such Issuing Lender. In the event that any Revolving Lender fails to make available to such Issuing Lender on such business day the amount of such Lender's participation in such Letter of Credit as provided in this subsection 3.3C, such Issuing Lender shall be entitled to recover such amount on demand from such Revolving Lender together with interest thereon at the rate customarily used by such Issuing Lender for the correction of errors among banks Federal Funds Effective Rate for three Business Days and thereafter at the Base Rate. Nothing in this subsection 3.3C shall be deemed to prejudice the right of any Revolving Lender to recover from any Issuing Lender any amounts made available by such Revolving Lender to such Issuing Lender pursuant to this subsection 3.3C in the event that it is determined by the final judgment of a court of competent jurisdiction that the payment with respect to a Letter of Credit by such Issuing Lender in respect of which payment was made by such Revolving Lender constituted gross negligence or willful misconduct on the part of such Issuing Lender.

Payment by Lenders. In the event that Company Borrower shall fail for any reason to reimburse any Issuing Lender as provided in subsection Section 3.3B in an amount equal to the amount of any drawing honored drawing or payment made by such Issuing Lender under a Letter of Credit issued by it, such Issuing Lender shall promptly notify each other Lender of the unreimbursed amount of such honored drawing or payment and of such other Lender's respective participation therein based on such Lender's Pro Rata Share of the Revolving Loan CommitmentsShare. Each Lender shall make available to such Issuing Lender an amount equal to its respective pro rata participation, in Dollars and in same day funds, at the office of such Issuing Lender specified in such notice, not later than 12:00 Noon 1:30 P.M. (New York Pacific time) on the first business day (under the laws of the jurisdiction in which such office of such Issuing Lender is located) after the date notified by such Issuing Lender. In the event that any Lender fails to make available to such Issuing Lender on such business day the amount of such Lender's participation in such Letter of Credit as provided in this subsection Section 3.3C, such Issuing Lender shall be entitled to recover such amount on demand from such Lender together with interest thereon at the rate customarily used by such Issuing Lender for the correction of errors among banks Federal Funds Effective Rate for three Business Days and thereafter at the Base Rate. Nothing in this subsection Section 3.3C shall be deemed to prejudice the right of any Lender to recover from any Issuing Lender any amounts made available by such Lender to such Issuing Lender pursuant to this subsection Section 3.3C in the event that it is determined by the final judgment of a court of competent jurisdiction that the payment with respect to a Letter of Credit by such Issuing Lender in respect of which payment was made by such Lender constituted gross negligence or willful misconduct on the part of such Issuing Lender.

Payment by Lenders. In the event that Company shall fail for any reason to reimburse any Issuing Lender as provided in subsection 3.3B in an amount equal to the amount of any drawing honored drawing or payment made by such Issuing Lender under a Letter of Credit issued by it, such Issuing Lender shall promptly notify each other Lender of the unreimbursed amount of such honored drawing or payment and of such other Lender's respective participation therein based on such Lender's Pro Rata Share of the Revolving Loan Commitments. Each Lender shall make available to such Issuing Lender an amount equal to its respective participation, in Dollars and in same day funds, at the office of such Issuing Lender specified in such notice, not later than 12:00 Noon (New York timeEastern Standard Time) on the first business day (under the laws of the jurisdiction in which such office of such Issuing Lender is located) after the date notified by such Issuing Lender. In the event that any Lender fails to make available to such Issuing Lender on such business day the amount of such Lender's participation in such Letter of Credit as provided in this subsection 3.3C, such Issuing Lender shall be entitled to recover such amount on demand from such Lender together with interest thereon at the rate customarily used by such Issuing Lender for the correction of errors among banks for three Business Days and thereafter at the Base Rate. Nothing in this subsection 3.3C shall be deemed to prejudice the right of any Lender to recover from any Issuing Lender any amounts made available by such Lender to such Issuing Lender pursuant to this subsection 3.3C in the event that it is determined by the final judgment of a court of competent jurisdiction that the payment with respect to a Letter of Credit by such Issuing Lender in respect of which payment was made by such Lender constituted gross negligence or willful misconduct on the part of such Issuing Lender.

Payment by Lenders. In the event that Company shall fail for any ------------------ reason to reimburse any Issuing Lender as provided in subsection 3.3B in an amount equal to the amount of any drawing honored drawing or payment made by such Issuing Lender under a Letter of Credit issued by it, such Issuing Lender shall promptly notify each other Revolving Lender of the unreimbursed amount of such honored drawing or payment and of such other Lender's respective participation therein based on such Revolving Lender's Pro Rata Share of the Revolving Loan CommitmentsShare. Each Revolving Lender shall make available to such Issuing Lender an amount equal to its respective participation, in Dollars and in same day funds, at the office of such Issuing Lender specified in such notice, not later than 12:00 Noon (New York City time) on the first business day (under the laws of the jurisdiction in which such office of such Issuing Lender is located) after the date notified by such Issuing Lender. In the event that any Revolving Lender fails to make available to such Issuing Lender on such business day the amount of such Revolving Lender's participation in such Letter of Credit as provided in this subsection 3.3C, such Issuing Lender shall be entitled to recover such amount on demand from such Revolving Lender together with interest thereon at the rate customarily used by such Issuing Lender for the correction of errors among banks for three Business Days and thereafter at the Base Rate. Nothing in this subsection 3.3C shall be deemed to prejudice the right of any Revolving Lender to recover from any Issuing Lender any amounts made available by such Revolving Lender to such Issuing Lender pursuant to this subsection 3.3C in the event that it is determined by the final judgment of a court of competent jurisdiction that the payment with respect to a Letter of Credit by such Issuing Lender in respect of which payment was made by such Revolving Lender constituted gross negligence or willful misconduct on the part of such Issuing Lender.

Payment by Lenders. In the event that Company Borrower shall fail for any reason to reimburse any Issuing Lender as provided in subsection 3.3B in an amount equal to the amount of any drawing honored drawing or payment made by such Issuing Lender under a Letter of Credit issued by it, such Issuing Lender shall promptly notify each other Lender of the unreimbursed amount of such honored drawing or payment and of such other Lender's respective participation therein based on such Lender's Pro Rata Share of the Revolving Loan CommitmentsShare. Each Lender shall make available to such Issuing Lender an amount equal to its respective participation, in Dollars and in same day funds, at the office of such Issuing Lender specified in such notice, not later than 12:00 Noon (New York City time) on the first business day (under the laws of the jurisdiction in which such office of such Issuing Lender is located) after the date notified by such Issuing Lender. In the event that any Lender fails to make available to such Issuing Lender on such business day the amount of such Lender's participation in such Letter of Credit as provided in this subsection 3.3C, such Issuing Lender shall be entitled to recover such amount on demand from such Lender together with interest thereon at the rate customarily used by such Issuing Lender for the correction of errors among banks for three Business Days and thereafter at the Alternate Base Rate. Nothing in this subsection 3.3C shall be deemed to prejudice the right of any Lender to recover from any Issuing Lender any amounts made available by such Lender to such Issuing Lender pursuant to this subsection 3.3C in the event that it is determined by the final judgment of a court of competent jurisdiction that the payment with respect to a Letter of Credit by such Issuing Lender in respect of which payment was made by such Lender constituted gross negligence or willful misconduct on the part of such Issuing Lender.

Payment by Lenders. In the event that Company Borrower shall fail for any reason to reimburse any Issuing Lender as provided in subsection 3.3B in an amount equal to the amount of any drawing honored drawing or payment made by such Issuing Lender under a Letter of Credit issued by it, such Issuing Lender shall promptly notify each other Lender of the unreimbursed amount of such honored drawing or payment and of such other Lender's respective participation therein based on such Lender's Pro Rata Share of the Revolving Loan CommitmentsShare. Each Lender shall make available to such Issuing Lender an amount equal to its respective participation, in Dollars and in same day funds, at the office of such Issuing Lender specified in such notice, not later than 12:00 Noon (New York City time) on the first business day (under the laws of the jurisdiction in which such office of such Issuing Lender is located) after the date notified by such Issuing Lender. In the event that any Lender fails to make available to such Issuing Lender on such business day the amount of such Lender's participation in such Letter of Credit as provided in this subsection 3.3C, such Issuing Lender shall be entitled to recover such amount on demand from such Lender together with interest thereon at the rate customarily used by such Issuing Lender for the correction of errors among banks for three Business Days and thereafter at the Base Rate. Nothing in this subsection 3.3C shall be deemed to prejudice the right of any Lender to recover from any Issuing Lender any amounts mounts made available by such Lender to such Issuing Lender pursuant to this subsection 3.3C in the event that it is determined by the final judgment of a court of competent jurisdiction that the payment with respect to a Letter of Credit by such Issuing Lender in respect of which payment was made by such Lender constituted gross negligence or willful misconduct on the part of such Issuing Lender.

Payment by Lenders. In the event that Company shall fail for any reason to reimburse any Issuing Lender as provided in subsection 3.3B in an amount equal to the amount of any drawing honored drawing or payment made by such Issuing Lender under a Letter of Credit issued by it, such Issuing Lender shall promptly notify each other Lender of the unreimbursed amount of such honored drawing or payment and of such other Lender's respective participation therein based on such Lender's Pro Rata Share of the Revolving Loan CommitmentsShare. Each Lender shall make available to such Issuing Lender an amount equal to its respective participation, in Dollars and in same day funds, at the office of such Issuing Lender specified in such notice, not later than 12:00 Noon (New York Charlotte, NC time) on the first business day (under the laws of the jurisdiction in which such office of such Issuing Lender is located) after the date notified by such Issuing Lender. In the event that any Lender fails to make available to such Issuing Lender on such business day the amount of such Lender's participation in such Letter of Credit as provided in this subsection 3.3C, such Issuing Lender shall be entitled to recover such amount on demand from such Lender together with interest thereon at the rate customarily used by such Issuing Lender for the correction of errors among banks for three Business Days and thereafter at the Base Rate. Nothing in this subsection 3.3C shall be deemed to prejudice the right of any Lender to recover from any Issuing Lender any amounts made available by such Lender to such Issuing Lender pursuant to this subsection 3.3C in the event that it is determined by the final judgment of a court of competent jurisdiction that the payment with respect to a Letter of Credit by such Issuing Lender in respect of which payment was made by such Lender constituted gross negligence or willful misconduct on the part of such Issuing Lender.

Payment by Lenders. In the event that Company shall fail for any reason to reimburse any Issuing Lender as provided in subsection 3.3B in an amount equal to the amount of any honored drawing or payment made by such Issuing Lender under a Letter of Credit issued by it, such Issuing Lender shall promptly notify each other Lender of the unreimbursed amount of such honored drawing or payment and of such other Lender's respective participation therein based on such Lender's Pro Rata Share of the Revolving Loan Commitments. Each Lender shall make available to such Issuing Lender an amount equal to its respective participation, in same day funds, at the office of such Issuing Lender specified in such notice, not later than 12:00 Noon (New York time) on the first business day Business Day (under the laws of the jurisdiction in which such office of such Issuing Lender is located) after the date notified by such Issuing Lender. In the event that any Lender fails to make available to such Issuing Lender on such business day Business Day the amount of such Lender's participation in such Letter of Credit as provided in this subsection 3.3C, such Issuing Lender shall be entitled to recover such amount on demand from such Lender together with interest thereon at the rate customarily used by such Issuing Lender for the correction of errors among banks for three Business Days and thereafter at the Base Rate. Nothing in this subsection 3.3C shall be deemed to prejudice the right fight of any Lender to recover from any Issuing Lender any amounts made available by such Lender to such Issuing Lender pursuant to this subsection 3.3C 3 .3C in the event that it is determined by the final judgment of a court of competent jurisdiction that the payment with respect to a Letter of Credit by such Issuing Lender in respect of which payment was made by such Lender constituted gross negligence or willful misconduct on the part of such Issuing Lender.

Payment by Lenders. In the event that Company If Borrower shall fail for any reason to reimburse any Issuing Lender as provided in subsection 3.3B in an amount equal to the amount of any drawing honored drawing or payment made by such Issuing Lender under a Letter of Credit issued by it, such Issuing Lender shall promptly notify each other Revolving Lender of the unreimbursed amount of such honored drawing or payment and of such other Revolving Lender's ’s respective participation therein based on such Revolving Lender's ’s Pro Rata Share of the Revolving Loan CommitmentsCommitment. Each Revolving Lender with a Revolving Loan Commitment shall make available to such Issuing Lender an amount equal to its respective participation, in Dollars and in same day funds, at the office of such Issuing Lender specified in such notice, not later than 12:00 Noon (New York City time) on the first business day Business Day (under the laws of the jurisdiction in which such office of such Issuing Lender is located) after the date notified by such Issuing Lender. In the event that If any Revolving Lender fails to make available to such Issuing Lender on such business day Business Day the amount of such Revolving Lender's ’s participation in such Letter of Credit as provided in this subsection 3.3C, such Issuing Lender shall be entitled to recover such amount on demand from such Lender together with interest thereon at the rate customarily used by such Issuing Lender for the correction of errors among banks for three Business Days and thereafter at the Base Rate. Nothing in this subsection 3.3C shall be deemed to prejudice the right of any Lender to recover from any Issuing Lender any amounts made available by such Lender to such Issuing Lender pursuant to this subsection 3.3C in the event that if it is determined by the final judgment of a court of competent jurisdiction that the payment with respect to a Letter of Credit by such Issuing Lender in respect of which payment was made by such Lender constituted gross negligence or willful misconduct on the part of such Issuing Lender.

Payment by Lenders. In the event that Company shall fail for any reason to reimburse any Issuing Lender as provided in subsection 3.3B in an amount equal to the amount of any honored drawing or payment made by such Issuing Lender under a Letter of Credit issued by it, such Issuing Lender shall promptly notify each other Lender of the unreimbursed amount of such honored drawing or payment and of such other Lender's respective participation therein based on such Lender's Pro Rata Share of the Revolving Loan Commitments. Each Lender shall make available to such Issuing Lender an amount equal to its respective participation, in same day funds, at the office of such Issuing Lender specified in such notice, not later than 12:00 Noon 2:00 P.M. (New York time) on the first business day (under the laws of the jurisdiction in which such office of such Issuing Lender is located) after the date notified by such Issuing Lender. In the event that any Lender fails to make available to such Issuing Lender on such business day the amount of such Lender's participation in such Letter of Credit as provided in this subsection 3.3C, such Issuing Lender shall be entitled to recover such amount on demand from such Lender together with interest thereon at the rate customarily used by such Issuing Lender for the correction of errors among banks for three Business Days and thereafter at the Base Rate. Nothing in this subsection 3.3C shall be deemed to prejudice the right of any Lender to recover from any Issuing Lender any amounts made available by such Lender to such Issuing Lender pursuant to this subsection 3.3C in the event that it is determined by the final judgment of a court of competent jurisdiction that the payment with respect to a Letter of Credit by such Issuing Lender in respect of which payment was made by such Lender constituted gross negligence or willful misconduct on the part of such Issuing Lender.

Payment by Lenders. In (i) If the event Borrower fails to pay any LC Reimbursement Obligation in full when due, the LC Issuing Bank may notify the Administrative Agent of the unreimbursed amount and request that Company the Revolving Lenders reimburse the LC Issuing Bank for their respective Revolving Credit Percentages thereof. Promptly after it receives any such notice, the Administrative Agent shall fail for any reason to reimburse any Issuing Lender as provided in subsection 3.3B in an amount equal to the amount of any honored drawing or payment made by such Issuing Lender under a Letter of Credit issued by it, such Issuing Lender shall promptly notify each other Revolving Lender of the unreimbursed amount of such honored drawing or payment and of such other Lender's respective participation therein based on such Lender's Pro Rata Share of Revolving Credit Percentage thereof. Upon receiving such notice from the Administrative Agent, each Revolving Loan Commitments. Each Lender shall make available to such the LC Issuing Lender Bank, at its address specified in or pursuant to Section 11.01, an amount equal to its respective participationsuch Lender's Revolving Credit Percentage of such unreimbursed amount. Such amount shall be paid to the LC Issuing Bank (A) in the case of LC Reimbursement Obligations in respect of Dollar Denominated Letters of Credit, in same day fundsFederal or other funds immediately available to the LC Issuing Bank, at and (B) in the office case of such Issuing Lender specified LC Reimbursement Obligations in respect of Alternative Currency Letter of Credit, in the relevant Alternative Currency in such noticefunds as may then be customary for the settlement of international transactions in such Alternative Currency, not later than in each case by 3:00 P.M. (New York City time) (A) on the day such Revolving Lender receives such notice if it is received at or before 12:00 Noon (New York City time) on such day or (B) on the next Domestic Business Day if such notice is received after 12:00 Noon (New York City time) on the first business date of receipt. Each such amount shall be paid together with interest thereon for each day from and including the relevant LC Payment Date to but excluding the day such payment is due from such Revolving Lender, (under A) in the laws case of LC Reimbursement Obligations in respect of Dollar-Denominated Letters of Credit, at the Federal Funds Rate for such day and (B) in the case of LC Reimbursement Obligations in respect of Alternative Currency Letter of Credit, at the rate which would be applicable to a one-month Loan in the relevant Alternative Currency borrowed on such day. Upon payment in full thereof, such Revolving Lender shall be subrogated to the rights of the jurisdiction in which such office of such LC Issuing Lender is located) after Bank against the date notified by such Issuing Lender. In Borrower to the event that any Lender fails to make available to such Issuing Lender on such business day the amount extent of such Lender's participation Revolving Credit Percentage of the related LC Reimbursement Obligation (including interest accrued thereon). (ii) If any Revolving Lender fails to pay when due any amount to be paid by it pursuant to clause (i) of this subsection, interest shall accrue on such Revolving Lender's obligation to make such payment, for each day from and including the date such payment became due to but excluding the date such Revolving Lender makes such payment, at a rate per annum equal to (A) in the case of amounts due in respect of Dollar-Denominated Letters of Credit, (I) for each day from the day such Letter of Credit as provided in this subsection 3.3Cpayment is due to the third succeeding Domestic Business Day, inclusive, the Federal Funds Rate for such Issuing Lender shall be entitled to recover such amount on demand from such Lender together with interest thereon at day and (II) for each day thereafter, the rate customarily used by applicable to Revolving ABR Loans for such Issuing Lender for the correction of errors among banks for three Business Days day, and thereafter at the Base Rate. Nothing in this subsection 3.3C shall be deemed to prejudice the right of any Lender to recover from any Issuing Lender any amounts made available by such Lender to such Issuing Lender pursuant to this subsection 3.3C (B) in the event that it case of amounts due in respect of Alternative Currency Letters of Credit, (I) for each day from the day such payment is determined by due to the final judgment third succeeding Euro- Currency Business Day, the rate which would be applicable to a one-month Loan in the relevant Alternative Currency borrowed on such day and (II) for each day thereafter, the sum of a court 2% plus the rate applicable to Revolving Euro-Currency Loans denominated in the relevant Alternative Currency with an Interest Period of competent jurisdiction that one month for such day. (iii) If the payment Borrower shall reimburse the LC Issuing Bank for any drawing with respect to a Letter which any Revolving Lender shall have made funds available to the LC Issuing Bank in accordance with clause (i) of Credit by such this subsection, the LC Issuing Lender in respect of which payment was made by such Lender constituted gross negligence or willful misconduct on the part Bank shall promptly upon receipt of such reimbursement distribute to such Revolving Lender its Revolving Credit Percentage thereof, including interest, to the extent received by the LC Issuing LenderBank.

Payment by Lenders. In the event that Company If Borrower shall fail for any reason to reimburse any Issuing Lender or Administrative Agent as provided in subsection 3.3B in an amount equal to the amount of any drawing honored drawing or payment made by such Issuing Lender under a Letter of Credit issued by it, such Issuing Lender Administrative Agent shall promptly notify each other Revolving Lender of the unreimbursed amount of such honored drawing or payment and of such other Revolving Lender's respective participation therein based on such Revolving Lender's Pro Rata Share of the Revolving Loan CommitmentsCommitment by facsimile or by telephone promptly confirmed by facsimile. Each Revolving Lender shall make available to Administrative Agent for the account of such Issuing Lender an amount equal to its respective participationparticipation without giving effect to any unreimbursement due to a Defaulting Lender, in Dollars and in same day funds, at the office of such Issuing Lender specified in such noticeAdministrative Agent's office, not later than 12:00 Noon (New York City time) on the first business day (under the laws of the jurisdiction in which such office of such Issuing Lender is located) after the date Business Day notified by such Issuing Lenderthe Administrative Agent. In the event that If any Revolving Lender fails to make available to Administrative Agent for the account of such Issuing Lender on such business day Business Day the amount of such Revolving Lender's participation in such Letter of Credit as provided in this subsection 3.3C, Administrative Agent and/or such Issuing Lender shall be entitled to recover such amount on demand from such Revolving Lender together with interest thereon at the rate customarily used by such Issuing Lender for the correction of errors among banks for three Business Days and thereafter at the Base Rate. Nothing in this subsection 3.3C shall be deemed to prejudice the right of any Revolving Lender to recover from any Issuing Lender any amounts made available by such Revolving Lender to such Issuing Lender pursuant to this subsection 3.3C in the event that if it is determined by the final judgment of a court of competent jurisdiction that the payment with respect to a Letter of Credit by such Issuing Lender in respect of which payment was made by such Issuing Lender constituted gross negligence or willful misconduct on the part of such Issuing Lender.