Common use of Payment by Revolving Lenders Clause in Contracts

Payment by Revolving 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 payment 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 payment by such Issuing Lender under a Letter of Credit issued by it, such Issuing Lender shall promptly notify Administrative Agent, who shall notify each other Revolving Lender of the unreimbursed amount of such honored drawing and of such other Revolving Lender’s respective participation therein based on such Revolving Lender’s Pro Rata Share. Each Revolving Lender (other than such Issuing Lender) shall make available to Administrative Agent an amount equal to its respective participation, in Dollars and in same day funds, at the Funding and Payment Account, not later than 12:00 Noon (New York City time) on the first Business Day after the date notified by Administrative Agent and Administrative Agent shall make available to such Issuing Lender in Dollars in same day funds, at the office of such Issuing Lender on such Business Day, the aggregate amount of the participation payments so received by Administrative Agent. In the event that any Revolving Lender fails to make available to Administrative Agent 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 Federal Funds Effective Rate. Nothing in this subsection 3.3C shall be deemed to prejudice the right of Administrative Agent to recover, for the benefit of Revolving Lenders, from any Issuing Lender any amounts made available 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 such participation payments were made by Revolving Lenders constituted gross negligence or willful misconduct on the part of such Issuing Lender.

Payment by Revolving 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 payment 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 payment 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 Revolving Lender of the unreimbursed amount of such honored drawing and of such other Revolving Lender’s respective participation therein based on such Revolving Lender’s Pro Rata Share. Each Revolving Lender (other than such Issuing Lender) shall make available to (and Administrative Agent may apply Cash Collateral provided for this purpose) an amount equal to its respective participation, in Dollars and (based on the Dollar Equivalent amount with respect to any Letter of Credit denominated in same day fundsan Alternative Currency), in Same Day Funds, at the Funding and Payment AccountOffice, not later than 12:00 Noon (New York City time) on the first Business Day after the date notified by Administrative Agent Agent, and Administrative Agent shall make available to such Issuing Lender Lender, in Dollars in same day fundsSame Day Funds, at the office of such Issuing Lender on such Business Day, Day the aggregate amount of the participation payments so received by Administrative Agent. In the event that any Revolving Lender fails to make available to Administrative Agent 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 Federal Funds Effective Overnight Rate for three Business Days and thereafter at the Base Rate, plus any administrative, processing or similar fees customarily charged by Issuing Lender in connection with the foregoing. Nothing in this subsection 3.3C shall be deemed to prejudice the right of Administrative Agent to recover, for the benefit of Revolving Lenders, from any Issuing Lender any amounts made available 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 such participation payments were made by Revolving Lenders constituted gross negligence or willful misconduct on the part of such Issuing Lender.

Payment by Revolving 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 payment 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 payment by such Issuing Lender under a Letter of Credit issued by itLender, such Issuing Lender shall promptly notify Administrative Agent, who shall promptly notify each other Revolving Lender of the unreimbursed amount of such honored drawing and of such other Revolving Lender’s respective participation therein based on such Revolving Lender’s Pro Rata Share. Each Revolving Lender (other than such Issuing Lender) shall make available to Administrative Agent an amount equal to its respective participation, in Dollars and Dollars, in same day funds, at the Funding and Payment AccountOffice, not later than 12:00 Noon (New York City San Francisco time) on the first Business Day after the date notified by Administrative Agent Agent, and Administrative Agent shall make available to such Issuing Lender in Dollars Dollars, in same day funds, at the office of such Issuing Lender on such Business Day, Day the aggregate amount of the participation payments so received by Administrative Agent. In the event that any Revolving Lender fails to make available to Administrative Agent 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 Federal Funds Effective rate customarily used by 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 Administrative Agent to recover, for the benefit of Revolving Lenders, from any Issuing Lender any amounts made available 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 such participation payments were made by Revolving Lenders constituted gross negligence or willful misconduct on the part of such Issuing Lender.

Payment by Revolving Lenders. In the event that Company shall fail for any reason to reimburse any Issuing Lender shall not have been reimbursed on the Reimbursement Date as provided in subsection 3.3B in an amount (calculated, in the case of a payment 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 payment by such Issuing Lender under a Letter of Credit issued by it, such Issuing Lender shall promptly notify Administrative Agent, who shall notify each other Revolving Lender of the unreimbursed amount of such honored drawing and of such other Revolving Lender’s respective participation therein based on such Revolving Lender’s Pro Rata Share. Each Revolving Lender (other than such Issuing Lender) shall make available to Administrative Agent an amount equal to its respective participation, in Dollars and in same day funds, at the Funding and Payment Account, not later than 12:00 Noon (New York City time) on the first Business Day after the date notified by Administrative Agent and Administrative Agent shall make available to such Issuing Lender in Dollars in same day funds, at the office of such Issuing Lender on such Business Day, the aggregate amount of the participation payments so received by Administrative Agent. In the event that any Revolving Lender fails to make available to Administrative Agent 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 Federal Funds Effective Rate. Nothing in this subsection 3.3C shall be deemed to prejudice the right of Administrative Agent or Company to recover, for the benefit of Revolving Lenders, from any Issuing Lender any amounts made available 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 such participation payments were made by Revolving Lenders constituted gross negligence or willful misconduct on the part of such Issuing Lender.

Payment by Revolving 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 payment 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 payment 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 Revolving Lender of the unreimbursed amount of such honored drawing and of such other Revolving Lender’s respective participation therein based on such Revolving Lender’s Pro Rata Share. Each Revolving Lender (other than such Issuing Lender) shall make available to Administrative Agent an amount equal to its respective participation, in Dollars and Dollars, in same day funds, at the Funding and Payment AccountOffice, not later than 12:00 Noon noon (New York City San Francisco time) on the first Business Day after the date notified by Administrative Agent Agent, and Administrative Agent shall make available to such Issuing Lender in Dollars Dollars, in same day funds, at the office of such Issuing Lender on such Business Day, Day the aggregate amount of the participation payments so received by Administrative Agent. In the event that any Revolving Lender fails to make available to Administrative Agent 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 Federal Funds Effective 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 Administrative Agent to recover, for the benefit of Revolving Lenders, from any Issuing Lender any amounts made available 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 such participation payments were made by Revolving Lenders constituted gross negligence or willful misconduct on the part of such Issuing Lender.

Payment by Revolving 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 payment 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 payment 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 Revolving Lender of the unreimbursed amount of such honored drawing and of such other Revolving Lender’s respective participation therein based on such Revolving Lender’s Pro Rata Share. Each Revolving Lender (other than such Issuing Lender) shall make available to Administrative Agent an amount equal to its respective participation, in Dollars and Dollars, in same day funds, at the Funding and Payment AccountOffice, not later than 12:00 Noon 1:00 P.M. (New York City time) on the first Business Day after the date notified by Administrative Agent Agent, and Administrative Agent shall make available to such Issuing Lender in Dollars Dollars, in same day funds, at the office of such Issuing Lender on such Business Day, Day the aggregate amount of the participation payments so received by Administrative Agent. In the event that any Revolving Lender fails to make available to Administrative Agent 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 Federal Funds Effective 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 Administrative Agent to recover, for the benefit of Revolving Lenders, from any Issuing Lender any amounts made available 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 such participation payments were made by Revolving Lenders constituted gross negligence or willful misconduct on the part of such Issuing Lender.

Payment by Revolving 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 payment 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 payment drawing honored by such Issuing Lender under a Letter of Credit issued by it, such Issuing Lender shall promptly notify Administrative Agent, who shall notify each other Revolving Lender of the unreimbursed amount of such honored drawing and of such other Revolving Lender’s respective participation therein based on such Revolving Lender’s Pro Rata Share. Each Revolving Lender (other than such Issuing Lender) shall make available to Administrative Agent such Issuing Lender an amount equal to its respective participation, in Dollars and in same day funds, at the Funding and Payment Accountoffice 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 Administrative Agent and Administrative Agent shall make available to such Issuing Lender in Dollars in same day funds, at the office of such Issuing Lender on such Business Day, the aggregate amount of the participation payments so received by Administrative AgentLender. In the event that any Revolving Lender fails to make available to Administrative Agent 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, such Issuing Lender shall be entitled to recover such amount on demand from such Revolving Lender together with interest thereon at the Federal Funds Effective 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 Administrative Agent any Revolving Lender to recover, for the benefit of Revolving Lenders, 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 such participation payments were payment was made by such Revolving Lenders Lender constituted gross negligence or willful misconduct on the part of such Issuing Lender.

Payment by Revolving 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 payment 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 payment 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 Revolving Lender of the unreimbursed amount of such honored drawing and of such other Revolving Lender’s respective participation therein based on such Revolving Lender’s Pro Rata Share. Each Revolving Lender (other than such Issuing Lender) shall make available to Administrative Agent an amount equal to its respective participation, in Dollars and Dollars, in same day funds, at the Funding and Payment AccountOffice, not later than 12:00 Noon (New York City time) on the first Business Day after the date notified by Administrative Agent Agent, and Administrative Agent shall make available to such Issuing Lender in Dollars Dollars, in same day funds, at the office of such Issuing Lender on such Business Day, Day the aggregate amount of the participation payments so received by Administrative Agent. In the event that any Revolving Lender fails to make available to Administrative Agent 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 Federal Funds Effective 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 Administrative Agent to recover, for the benefit of Revolving Lenders, from any Issuing Lender any amounts made available 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 such participation payments were made by Revolving Lenders constituted gross negligence or willful misconduct on the part of such Issuing Lender.

Payment by Revolving 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 payment 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 payment drawing honored by such Issuing Lender under a Letter of Credit issued by it, such Issuing Lender shall promptly notify Administrative Agent, who shall notify each other Revolving Lender of the unreimbursed amount of such honored drawing and of such other Revolving Lender’s 's respective participation therein based on such Revolving Lender’s 's Pro Rata Share. Each Revolving Lender (other than such Issuing Lender) shall make available to Administrative Agent such Issuing Lender an amount equal to its respective participation, in Dollars and in same day funds, at the Funding and Payment Accountoffice 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 Administrative Agent and Administrative Agent shall make available to such Issuing Lender in Dollars in same day funds, at the office of such Issuing Lender on such Business Day, the aggregate amount of the participation payments so received by Administrative AgentLender. In the event that any Revolving Lender fails to make available to Administrative Agent 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 Revolving Lender together with interest thereon at the Federal Funds Effective 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 Administrative Agent any Revolving Lender to recover, for the benefit of Revolving Lenders, 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 such participation payments were payment was made by such Revolving Lenders Lender constituted gross negligence or willful misconduct on the part of such Issuing Lender.

Payment by Revolving Lenders. In the event that Company shall fail for any reason to reimburse any Issuing Lender as provided in subsection 3.3B 4.3B in an amount (calculated, in the case of a payment 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 payment 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 Revolving Lender of the unreimbursed amount of such honored drawing and of such other Revolving Lender’s respective participation therein based on such Revolving Lender’s Pro Rata Share. Each Revolving Lender (other than such Issuing Lender) shall make available to Administrative Agent an amount equal to its respective participation, in Dollars and Cdn. Dollars, in same day funds, at the Funding and Payment AccountOffice, not later than 12:00 Noon noon (New York City Toronto time) on the first Business Day after the date notified by Administrative Agent Agent, and Administrative Agent shall make available to such Issuing Lender in Dollars Cdn. Dollars, in same day funds, at the office of such Issuing Lender on such Business Day, Day the aggregate amount of the participation payments so received by Administrative Agent. In the event that any Revolving Lender fails to make available to Administrative Agent on such Business Day the amount of such Revolving Lender’s participation in such Letter of Credit as provided in this subsection 3.3C4.3C, such Issuing Lender shall be entitled to recover such amount on demand from such Revolving Lender together with interest thereon at the Federal Funds Effective rate customarily used by such Issuing Lender for the correction of errors among banks for three Business Days and thereafter at the Prime Rate. Nothing in this subsection 3.3C 4.3C shall be deemed to prejudice the right of Administrative Agent to recover, for the benefit of Revolving Lenders, from any Issuing Lender any amounts made available to such Issuing Lender pursuant to this subsection 3.3C 4.3C 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 such participation payments were made by Revolving Lenders constituted gross negligence or willful misconduct on the part of such Issuing Lender.

Payment by Revolving 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 payment 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 payment drawing honored by such Issuing Lender under a Letter of Credit issued by it, such Issuing Lender shall promptly notify Administrative Agent, who shall notify each other Revolving Lender of the unreimbursed amount of such honored drawing and of such other Revolving Lender’s 's respective participation therein based on such Revolving Lender’s 's Pro Rata Share. Each Revolving Lender (other than such Issuing Lender) shall make available to Administrative Agent such Issuing Lender an amount equal to its respective participation, in Dollars and in same day funds, at the Funding and Payment Accountoffice of such Issuing Lender specified in such notice, not later than 12:00 Noon (New York City San Francisco 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 Administrative Agent and Administrative Agent shall make available to such Issuing Lender in Dollars in same day funds, at the office of such Issuing Lender on such Business Day, the aggregate amount of the participation payments so received by Administrative AgentLender. In the event that any Revolving Lender fails to make available to Administrative Agent 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 Revolving Lender together with interest thereon at the 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 Administrative Agent any Revolving Lender to recover, for the benefit of Revolving Lenders, 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 such participation payments were payment was made by such Revolving Lenders Lender constituted gross negligence or willful misconduct on the part of such Issuing Lender.

Payment by Revolving 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 payment 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 payment 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 Revolving Lender of the unreimbursed amount of such honored drawing and of such other Revolving Lender’s respective participation therein based on such Revolving Lender’s Pro Rata Share. Each Revolving Lender (other than such Issuing Lender) shall make available to Administrative Agent an amount equal to its respective participation, in Dollars and Dollars, in same day funds, at the Funding and Payment AccountOffice, not later than 12:00 Noon 1:00 P.M. (New York City time) on the first Business Day after the date notified by Administrative Agent Agent, and Administrative Agent shall make available to such Issuing Lender in Dollars Dollars, in same day funds, at the office of such Issuing Lender on such Business Day, Day the aggregate amount of the participation payments so received by Administrative Agent. In the event that any Revolving Lender fails to make available to Administrative Agent 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 Federal Funds Effective 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 Administrative Agent to recover, for the benefit of Revolving Lenders, from any Issuing Lender any amounts made available 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 such participation payments were made by Revolving Lenders constituted gross negligence negligence, bad faith or willful misconduct on the part of such Issuing Lender.

Payment by Revolving 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 payment under a Letter of Credit denominated in a currency other than Dollars, by reference to the applicable Exchange RateRate thereof) equal to the amount of any payment by such Issuing Lender under a Letter of Credit issued by it, such Issuing Lender shall promptly notify Administrative Agent, who shall notify each other Revolving Lender of the unreimbursed amount of such honored drawing and of such other Revolving Lender’s respective participation therein based on such Revolving Lender’s Pro Rata Share. Each Revolving Lender (other than such Issuing Lender) shall make available to Administrative Agent an amount equal to its respective participation, in Dollars and in same day funds, at the Funding and Payment Account, not later than 12:00 Noon (New York City time) on the first Business Day after the date notified by Administrative Agent Agent, and Administrative Agent shall make available to such Issuing Lender in Dollars in same day funds, at the office of such Issuing Lender on such Business Day, the aggregate amount of the participation payments so received by Administrative Agent. In the event that any Revolving Lender fails to make available to Administrative Agent 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 Federal Funds Effective Rate. Nothing in this subsection 3.3C shall be deemed to prejudice the right of Administrative Agent to recover, for the benefit of Revolving Lenders, from any Issuing Lender any amounts made available to such Issuing Lender pursuant to this subsection 3.3C in the event that it is determined by the final non-appealable 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 such participation payments were made by Revolving Lenders constituted gross negligence or willful misconduct on the part of such Issuing Lender.

Payment by Revolving 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 (calculated, in the case of a payment 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 payment drawing honored by such Issuing Lender under a Letter of Credit issued by it, such Issuing Lender Administrative Agent shall promptly notify Administrative Agent, who shall notify each other Revolving Lender of the unreimbursed amount of such honored drawing and of such other Revolving Lender’s respective participation therein based on such Revolving Lender’s Pro Rata ShareShare of the Revolving Loan Commitment by telefacsimile or by telephone promptly confirmed by telefacsimile. Each Revolving Lender (other than such Issuing 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 Funding and Payment AccountAdministrative Agent’s Office, not later than 12:00 Noon 2:00 P.M. (New York City time) on the first Business Day after the date notified by Administrative Agent and Administrative Agent shall make available to such Issuing Lender in Dollars in same day funds, at the office of such Issuing Lender on such Business Day, the aggregate amount of the participation payments so received by 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 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 Federal Funds Effective 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 Administrative Agent any Revolving Lender to recover, for the benefit of Revolving Lenders, 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 such participation payments were payment was made by Revolving Lenders such Issuing Lender constituted gross negligence or willful misconduct on the part of such Issuing Lender.

Payment by Revolving Lenders. In the event that Company If Borrower shall fail for any reason to reimburse any Issuing Lender Bank (or Administrative Agent) as provided in subsection 3.3B in an amount (calculated, in the case of a payment 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 payment drawing honored by such Issuing Lender Bank under a Letter of Credit issued by it, such Issuing Lender Administrative Agent shall promptly notify Administrative Agent, who shall notify each other Revolving Lender of the unreimbursed amount of such honored drawing and of such other Revolving Lender’s respective participation therein based on such Revolving Lender’s Pro Rata ShareShare of the Revolving Loan Commitment by telefacsimile or by telephone promptly confirmed by telefacsimile. Each Revolving Lender (other than such Issuing Lender) shall make available to Administrative Agent for the account of such Issuing Bank an amount equal to its respective participation, in Dollars and in same day funds, at the Funding and Payment AccountAdministrative Agent’s office, not later than 12:00 Noon 2:00 P.M. (New York City time) on the first Business Day after the date notified by Administrative Agent and Administrative Agent shall make available to such Issuing Lender in Dollars in same day funds, at the office of such Issuing Lender on such Business Day, the aggregate amount of the participation payments so received by Administrative Agent. In the event that If any Revolving Lender fails to make available to Administrative Agent for the account of such Issuing Bank on such 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 Bank shall be entitled to recover such amount on demand from such Revolving Lender together with interest thereon at the Federal Funds Effective rate customarily used by such Issuing 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 Administrative Agent any Revolving Lender to recover, for the benefit of Revolving Lenders, recover from any Issuing Lender Bank any amounts made available by such Revolving Lender to such Issuing Lender Bank 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 Bank in respect of which such participation payments were payment was made by such Revolving Lenders Lender constituted gross negligence or willful misconduct on the part of such Issuing LenderBank.

Payment by Revolving Lenders. In the event that Company Borrower shall fail for any reason to reimburse any Issuing Lender as provided in subsection 3.3B Section 3.3(b) in an amount (calculated, in the case of a payment 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 payment by such Issuing Lender under a Letter of Credit issued by it, such Issuing Lender shall promptly notify Administrative AgentAgent (if it is not Issuing Lender with respect to such Letter of Credit), who shall promptly notify each other Revolving Lender of the unreimbursed amount of such honored drawing and of such other Revolving Lender’s respective participation therein based on such Revolving Lender’s Pro Rata Share. Each Revolving Lender (other than such Issuing Lender) shall make available to Administrative Agent an amount equal to its respective participation, in Dollars and Dollars, in same day funds, at the Funding and Payment AccountOffice, not later than 12:00 Noon 1:00 P.M. (New York City time) on the first Business Day after the date notified by Administrative Agent Agent, and Administrative Agent shall make available to such Issuing Lender in Dollars Dollars, in same day funds, at the office of such Issuing Lender on such Business Day, Day the aggregate amount of the participation payments so received by Administrative Agent. In the event that any Revolving Lender fails to make available to Administrative Agent on such Business Day the amount of such Revolving Lender’s participation in such Letter of Credit as provided in this subsection 3.3CSection 3.3(c), such Issuing Lender shall be entitled to recover such amount on demand from such Revolving Lender together with interest thereon at the Federal Funds Effective 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 3.3(c) shall be deemed to prejudice the right of Administrative Agent to recover, for the benefit of Revolving Lenders, from any Issuing Lender any amounts made available to such Issuing Lender 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 in respect of which such participation payments were made by Revolving Lenders constituted gross negligence or willful misconduct on the part of such Issuing Lender.

Payment by Revolving 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 (calculated, calculated in the case of a payment drawing under a Letter of Credit denominated in a currency other than U.S. Dollars, by reference to the applicable Exchange Rate) equal to the amount of any payment by such Issuing Lender under a Letter of Credit issued by it, such Issuing Lender shall promptly notify Administrative Agent, who shall notify each other Revolving Lender of the unreimbursed amount of such honored drawing and of such other Revolving Lender’s respective participation therein based on such Revolving Lender’s Pro Rata Share. Each Revolving Lender (other than such Issuing Lender) shall make available to Administrative Agent such Issuing Lender an amount equal to its respective participation, in U.S. Dollars and in same day funds, at the Funding and Payment Accountoffice 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 Administrative Agent and Administrative Agent shall such Issuing Lender. In the event that any Lender fails to make available to such Issuing Lender in Dollars in same day funds, at the office of such Issuing Lender on such Business Day, the aggregate amount of the participation payments so received by Administrative Agent. In the event that any Revolving Lender fails to make available to Administrative Agent 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, such Issuing Lender shall be entitled to recover such amount on demand from such Revolving Lender together with interest thereon at the Federal Funds Effective 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 Administrative Agent any Lender to recover, for the benefit of Revolving Lenders, 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 such participation payments were payment was made by Revolving Lenders such Lender constituted gross negligence or willful misconduct on the part of such Issuing Lender.

Payment by Revolving 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 payment 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 payment drawing honored by such Issuing Lender under a Letter of Credit issued by it, such Issuing Lender shall promptly notify Administrative Agent, who shall notify each other Revolving Lender of the unreimbursed amount of such honored drawing and of such other Revolving Lender’s 's respective participation therein based on such Revolving Lender’s 's Pro Rata Share. Each Revolving Lender (other than such Issuing Lender) shall make available to Administrative Agent such Issuing Lender an amount equal to its respective participation, in Dollars and in same day funds, at the Funding and Payment Accountoffice 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 Administrative Agent and Administrative Agent shall make available to such Issuing Lender in Dollars in same day funds, at the office of such Issuing Lender on such Business Day, the aggregate amount of the participation payments so received by Administrative AgentLender. In the event that any Revolving Lender fails to make available to Administrative Agent 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 Revolving Lender together with interest thereon at the 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 Administrative Agent any Revolving Lender to recover, for the benefit of Revolving Lenders, 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 such participation payments were payment was made by such Revolving Lenders Lender constituted gross negligence or willful misconduct on the part of such Issuing Lender.

Payment by Revolving 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 payment 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 payment by such Issuing Lender under a Letter of Credit issued by it, such Issuing Lender shall promptly notify Administrative Agent, who shall notify each other Revolving Lender of the unreimbursed amount of such honored drawing and of such other Revolving Lender’s respective participation therein based on such Revolving Lender’s Pro Rata Share. Each Revolving Lender (other than such Issuing Lender) shall make available to Administrative Agent Issuing Lender an amount equal to its respective participation, in Dollars and in same day funds, at the Funding and Payment Accountoffice of Issuing Lender specified in such notice, not later than 12:00 Noon 10:00 A.M. (New York City California time) on the first Business Day business day (under the laws of the jurisdiction in which such office of Issuing Lender is located) after the date notified by Administrative Agent and Administrative Agent shall make available to such Issuing Lender in Dollars in same day funds, at the office of such Issuing Lender on such Business Day, the aggregate amount of the participation payments so received by Administrative AgentLender. In the event that any Revolving Lender fails to make available to Administrative Agent 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, such Issuing Lender shall be entitled to recover such amount on demand from such Revolving Lender together with interest thereon at the Federal Funds Effective rate customarily used by 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 Administrative Agent any Lender to recover, for the benefit of Revolving Lenders, 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 such participation payments were payment was made by such Revolving Lenders Lender constituted gross negligence or willful misconduct on the part of such Issuing Lender.

Payment by Revolving 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 payment under a Letter of Credit denominated in a currency other than Dollars, by reference to the applicable Exchange RateRate thereof) equal to the amount of any payment by such Issuing Lender under a Letter of Credit issued by it, such Issuing Lender shall promptly notify Administrative Agent, who shall notify each other Revolving Lender of the unreimbursed amount of such honored drawing and of such other Revolving Lender’s respective participation therein based on such Revolving Lender’s Pro Rata Share. Each Revolving Lender (other than such Issuing Lender) shall make available to Administrative Agent an amount equal to its respective participation, in Dollars and in same day funds, at the Funding and Payment Account, not later than 12:00 Noon (New York City time) on the first Business Day after the date notified by Administrative Agent and Administrative Agent shall make available to such Issuing Lender in Dollars in same day funds, at the office of such Issuing Lender on such Business Day, the aggregate amount of the participation payments so received by Administrative Agent. In the event that any Revolving Lender fails to make available to Administrative Agent 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 Federal Funds Effective Rate. Nothing in this subsection 3.3C shall be deemed to prejudice the right of Administrative Agent to recover, for the benefit of Revolving Lenders, from any Issuing Lender any amounts made available 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 such participation payments were made by Revolving Lenders constituted gross negligence or willful misconduct on the part of such Issuing Lender.

Payment by Revolving 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 payment under a Revolving Letter of Credit denominated in a currency other than Dollars, by reference to the applicable Exchange Rate) equal to the amount of any payment by such Issuing Lender under a Revolving Letter of Credit issued by it, such Issuing Lender shall promptly notify Administrative Agent, who shall promptly notify each other Revolving Lender of the unreimbursed amount of such honored drawing and of such other Revolving Lender’s respective participation therein based on such Revolving Lender’s Pro Rata Share. Each Revolving Lender (other than such Issuing Lender) shall make available to Administrative Agent an amount equal to its respective participation, in Dollars and Dollars, in same day funds, at the Funding and Payment AccountOffice, not later than 12:00 Noon (New York City time) on the first Business Day after the date notified by Administrative Agent and Administrative Agent shall make available to such Issuing Lender in Dollars in same day funds, at the office of such Issuing Lender on such Business Day, Day the aggregate amount of the participation payments so received by Administrative Agent. In the event that any Revolving Lender fails to make available to Administrative Agent on such Business Day the amount of such Revolving Lender’s participation in such Revolving 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 Federal Funds Effective 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 Administrative Agent to recover, for the benefit of Revolving Lenders, from any Issuing Lender any amounts made available 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 Revolving Letter of Credit by such Issuing Lender in respect of which such participation payments were made by Revolving Lenders constituted gross negligence or willful misconduct on the part of such Issuing Lender.

Payment by Revolving Lenders. In the event that Company the Domestic Borrower or the Sterling Borrower shall fail for any reason to reimburse any the Domestic Issuing Lender Bank or UK Issuing Bank, as applicable, as provided in subsection 3.3B in Section 2.06 by borrowing Domestic Revolving Loans or Sterling Revolving Loans, as applicable, or otherwise providing an amount (calculated, in the case of a payment 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 payment drawing honored by such Issuing Lender under a Letter of Credit issued by itBank, such Issuing Lender Bank shall promptly notify the Administrative Agent, Agent who shall promptly notify each other respective Domestic or Sterling Revolving Lender of the unreimbursed amount of such honored drawing and of such other Revolving Lender’s respective participation therein based on such Revolving Lender’s 's Pro Rata ShareShare thereof. Each respective Domestic or Sterling Revolving Lender (other than such Issuing Lender) shall make available to the Administrative Agent an amount equal to its respective participation, in US Dollars in the case of Domestic L/Cs, and in same day the appropriate Freely Available Foreign Currency in the case of Foreign L/Cs, and in immediately available funds, at the Funding and Payment Account, Office of the Administrative Agent not later than 12:00 Noon 1:00 p.m. (New York City Atlanta, Georgia time) in the case of participations in Domestic L/Cs on the first Business Day after the date notified by the Administrative Agent Agent, and, in the case of participations in Foreign Currency L/C's, not later than three (3) Business Days after the date notified by the Administrative Agent, and the Administrative Agent shall promptly make such amounts available to such the applicable Issuing Lender in Dollars in same day funds, at the office of such Issuing Lender on such Business Day, the aggregate amount of the participation payments so received by Administrative AgentBank. In the event that any such Domestic or Sterling Revolving Lender fails to make available to the Administrative Agent on such Business Day the amount of such Domestic or Sterling Revolving Lender’s 's respective participation in such Letter of Credit as provided in this subsection 3.3CL/C, such Issuing Lender Bank shall be entitled to recover such amount on demand from such Domestic or Sterling Revolving Lender together with interest thereon at the Federal Funds Effective Rate for the first two Business Days after demand and thereafter at the Base Rate. Nothing in this subsection 3.3C Each Issuing Bank shall be deemed distribute to prejudice the right of Administrative Agent to recover, for the benefit of Revolving Lenders, from any Issuing Lender any amounts made available to all payments received by such Issuing Bank from the Domestic Borrower and Sterling Borrower in reimbursement of drawings honored by such Issuing Bank under such L/C when such payments are received. The Administrative Agent shall promptly distribute to each respective Domestic or Sterling Revolving Lender pursuant to (other than the Issuing Banks) that has paid all amounts payable under 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 Letter of Credit by any L/C, such Issuing Lender in respect of which such participation payments were made by Revolving Lenders constituted gross negligence or willful misconduct on the part Lender's applicable Pro Rata Share of such Issuing Lenderpayments.

Payment by Revolving 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 payment 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 payment drawing honored by such Issuing Lender under a Letter of Credit issued by it, such Issuing Lender shall promptly notify Administrative Agent, who shall notify each other Revolving Lender of the unreimbursed amount of such honored drawing and of such other Revolving Lender’s 's respective participation therein based on such Revolving Lender’s 's 83 Pro Rata Share. Each Revolving Lender (other than such Issuing Lender) shall make available to Administrative Agent such Issuing Lender an amount equal to its respective participation, in Dollars and in same day funds, at the Funding and Payment Accountoffice of such Issuing Lender specified in such notice, not later than 12:00 Noon 1:00 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 Administrative Agent and Administrative Agent shall make available to such Issuing Lender in Dollars in same day funds, at the office of such Issuing Lender on such Business Day, the aggregate amount of the participation payments so received by Administrative AgentLender. In the event that any Revolving Lender fails to make available to Administrative Agent 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 Revolving Lender together with interest thereon at the Federal Funds Effective 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 Administrative Agent any Revolving Lender to recover, for the benefit of Revolving Lenders, 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 such participation payments were payment was made by such Revolving Lenders Lender constituted gross negligence or willful misconduct on the part of such Issuing Lender.

Payment by Revolving 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 (calculated, in the case of a payment 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 payment by such Issuing Lender under a Letter of Credit issued by it, such Issuing Lender shall promptly notify Administrative Agent, Agent who shall will notify each other Revolving Lender of the unreimbursed amount of such honored drawing and of such other Revolving Lender’s respective participation therein based on such Revolving Lender’s Pro Rata Share. Each Revolving Lender (other than such Issuing Lender) shall make available to Administrative Agent for the benefit of the applicable Issuing Lender an amount equal to its respective participation, in Dollars and in same day funds, at the Funding and Payment AccountOffice, not later than 12:00 Noon (New York City time) on the first Business Day business day after the date notified by Administrative Agent and Administrative Agent shall make available to such Issuing Lender in Dollars in same day funds, at the office of such Issuing Lender on such Business Day, the aggregate amount of the participation payments so received by Administrative AgentLender. In the event that any Revolving Lender fails to make available to Administrative Agent for the benefit of any 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, such Issuing Lender shall be entitled to recover such amount on demand from such Revolving Lender together with interest thereon at the Federal Funds Effective 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 Administrative Agent any Lender to recover, for the benefit of Revolving Lenders, 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 such participation payments were payment was made by such Revolving Lenders Lender constituted gross negligence or willful misconduct on the part of such Issuing Lender.

Payment by Revolving 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 payment 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 payment 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 Revolving Lender of the unreimbursed amount of such honored drawing and of such other Revolving Lender’s 's respective participation therein based on such Revolving Lender’s 's Pro Rata Share. Each Revolving Lender (other than such Issuing Lender) shall make available to Administrative Agent an amount equal to its respective participation, in Dollars and Dollars, in same day funds, at the Funding and Payment AccountOffice, not no later than 12:00 Noon 1:00 P.M. (New York City time) on the first Business Day after the date notified by Administrative Agent Agent, and Administrative Agent shall make available to such Issuing Lender in Dollars Dollars, in same day funds, at the office of such Issuing Lender on such Business Day, Day the aggregate amount of the participation payments so received by Administrative Agent. In the event that any Revolving Lender fails to make available to Administrative Agent on such 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 Revolving Lender together with interest thereon at the Federal Funds Effective 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 Administrative Agent to recover, for the benefit of Revolving Lenders, from any Issuing Lender any amounts made available 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 such participation payments were made by Revolving Lenders constituted gross negligence negligence, bad faith or willful misconduct on the part of such Issuing Lender.

Payment by Revolving Lenders. In the event that Company Borrower shall fail for any reason to reimburse any Issuing Lender an L/C Issuer as provided in subsection 3.3B in an amount (calculated, in the case of a payment 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 payment drawing honored by such Issuing Lender L/C Issuer under a Letter of Credit issued by it, such Issuing Lender L/C Issuer shall promptly notify Administrative Agent, who shall notify each other Revolving Lender of the unreimbursed amount of such honored drawing and of such other Revolving Lender’s respective participation therein based on such Revolving Lender’s Pro Rata Share. Each Revolving Lender (other than such Issuing Lender) shall make available to the Administrative Agent for the account of such L/C Issuer an amount equal to its respective participation, in Dollars and in same day funds, at the Funding and Payment Account, 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 L/C Issuer is located) after the date notified by Administrative Agent and Administrative Agent shall make available to such Issuing Lender in Dollars in same day funds, at the office of such Issuing Lender on such Business Day, the aggregate amount of the participation payments so received by Administrative AgentL/C Issuer. In the event that any Revolving Lender fails to make available to the Administrative Agent for the account of such L/C Issuer 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 L/C Issuer shall be entitled to recover such amount on demand from such Revolving Lender together with interest thereon at the Federal Funds Effective rate customarily used by such L/C Issuer 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 Administrative Agent any Revolving Lender to recover, for the benefit of Revolving Lenders, recover from any Issuing Lender such L/C Issuer any amounts made available by such Revolving Lender to such Issuing Lender the L/C Issuer 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 L/C Issuer in respect of which such participation payments were payment was made by such Revolving Lenders Lender constituted gross negligence or willful misconduct on the part of such Issuing LenderL/C Issuer.

Payment by Revolving Lenders. In the event that Company Borrower shall fail for any reason to reimburse any Revolving Issuing Lender as provided in subsection 3.3B 3.3B(i) in an amount (calculated, in the case of a payment 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 payment by such Revolving Issuing Lender under a Revolving Letter of Credit issued by it, such Revolving Issuing Lender shall promptly notify Administrative Agent, Agent who shall will notify each other Revolving Lender of the unreimbursed amount of such honored drawing and of such other Revolving Lender’s 's respective participation therein based on such Revolving Lender’s 's Pro Rata Share. Each Revolving Lender (other than such Issuing Lender) shall make available to Administrative Agent for the benefit of such Revolving Issuing Lender an amount equal to its respective participation, in Dollars and in same day funds, at the Funding and Payment AccountOffice, not later than 12:00 Noon (New York City time) on the first Business Day business day after the date notified by Administrative Agent and Administrative Agent shall make available to such Issuing Lender in Dollars in same day funds, at the office of such Issuing Lender on such Business Day, the aggregate amount of the participation payments so received by Administrative Agent. In the event that any Revolving Lender fails to make available to Administrative Agent for the benefit of such Revolving Issuing Lender on such Business Day business day the amount of such Revolving Lender’s 's participation in such Revolving Letter of Credit as provided in this subsection 3.3C3.3C(i)(a), such Revolving Issuing Lender shall be entitled to recover such amount on demand from such Revolving Lender together with interest thereon at the Federal Funds Effective rate customarily used by such Revolving 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 3.3C(i)(a) shall be deemed to prejudice the right of Administrative Agent any Revolving Lender to recover, for the benefit of Revolving Lenders, recover from any Revolving Issuing Lender any amounts made available by such Revolving Lender to such Revolving Issuing Lender pursuant to this subsection 3.3C 3.3C(i)(a) 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 Revolving Issuing Lender in respect of which such participation payments were payment was made by such Revolving Lenders Lender constituted gross negligence or willful misconduct on the part of such Revolving Issuing Lender.

Payment by Revolving 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 (calculated, in the case of a payment 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 payment by such Issuing Lender under a Letter of Credit issued by it, such Issuing Lender shall promptly notify Administrative Agent, Agent who shall will notify each other Revolving Lender of the unreimbursed amount of such honored drawing and of such other Revolving Lender’s 's respective participation therein based on such Revolving Lender’s 's Pro Rata Share. Each Revolving Lender (other than such Issuing Lender) shall make available to Administrative Agent for the benefit of such Issuing Lender an amount equal to its respective participation, in Dollars and in same day funds, at the Funding and Payment AccountOffice, not later than 12:00 Noon (New York City time) on the first Business Day business day after the date notified by Administrative Agent and Administrative Agent shall make available to such Issuing Lender in Dollars in same day funds, at the office of such Issuing Lender on such Business Day, the aggregate amount of the participation payments so received by Administrative AgentLender. In the event that any Revolving Lender fails to make available to Administrative Agent for the benefit of 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 Revolving Lender together with interest thereon at the Federal Funds Effective 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 Administrative Agent any Lender to recover, for the benefit of Revolving Lenders, 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 such participation payments were payment was made by such Revolving Lenders Lender constituted gross negligence or willful misconduct on the part of such Issuing Lender.

Payment by Revolving Lenders. In the event that Company Borrower shall fail for any reason to reimburse any an Issuing Lender as provided in subsection 3.3B in an amount (calculated, in the case of a payment 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 payment drawing honored by such Issuing Lender under a Letter of Credit issued by it, such Issuing Lender shall promptly notify Administrative Agent, who shall notify each other Revolving Lender of the unreimbursed amount of such honored drawing and of such other Revolving Lender’s 's respective participation therein based on such Revolving Lender’s 's Pro Rata Share. Each Revolving Lender (other than such Issuing Lender) shall make available to Administrative Agent the Issuing Lender an amount equal to its respective participation, in Dollars and in same day funds, at the Funding and Payment Accountoffice of such Issuing Lender specified in such notice, not later than 12:00 Noon (New York, 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 Administrative Agent and Administrative Agent shall make available to such the Issuing Lender in Dollars in same day funds, at the office of such Issuing Lender on such Business Day, the aggregate amount of the participation payments so received by Administrative AgentLender. In the event that any Revolving Lender fails to make available to Administrative Agent the Issuing Lender on such 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 Revolving Lender together with interest thereon at the Federal Funds Effective 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 Administrative Agent any Revolving Lender to recover, for the benefit of Revolving Lenders, recover from any an 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 such participation payments were payment was made by such Revolving Lenders Lender constituted gross negligence or willful misconduct on the part of such the Issuing Lender.

Payment by Revolving 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 payment 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 payment drawing honored by such Issuing Lender under a Letter of Credit issued by it, such Issuing Lender shall promptly notify Administrative Agent, who shall notify each other Revolving Lender of the unreimbursed amount of such honored drawing and of such other Revolving Lender’s 's respective participation therein based on such Revolving Lender’s 's Pro Rata Share. Each Revolving Lender (other than such Issuing Lender) shall make available to Administrative Agent such Issuing Lender an amount equal to its respective participation, in Dollars and in same day funds, at the Funding and Payment Accountoffice 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 Administrative Agent and Administrative Agent shall make available to such Issuing Lender in Dollars in same day funds, at the office of such Issuing Lender on such Business Day, the aggregate amount of the participation payments so received by Administrative AgentLender. In the event that any Revolving Lender fails to make available to Administrative Agent 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 Revolving Lender together with interest thereon at the Federal Funds Effective 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 Administrative Agent any Revolving Lender to recover, for the benefit of Revolving Lenders, 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 such participation payments were payment was made by such Revolving Lenders Lender constituted gross negligence or willful misconduct on the part of such Issuing Lender.

Payment by Revolving 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 payment 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 payment drawing honored by such Issuing Lender under a Letter of Credit issued by it, such Issuing Lender shall promptly notify Administrative Agent, who shall notify each other Revolving Lender of the unreimbursed amount of such honored drawing and of such other Revolving Lender’s 's respective participation therein based on such Revolving Lender’s 's Pro Rata Share. Each Revolving Lender (other than such Issuing Lender) shall make available to Administrative Agent such Issuing Lender an amount equal to its respective participation, in Dollars and in same day funds, at the Funding and Payment Accountoffice of such Issuing Lender specified in such notice, not later than 12:00 Noon 1:00 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 Administrative Agent and Administrative Agent shall make available to such Issuing Lender in Dollars in same day funds, at the office of such Issuing Lender on such Business Day, the aggregate amount of the participation payments so received by Administrative AgentLender. In the event that any Revolving Lender fails to make available to Administrative Agent 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 Revolving Lender together with interest thereon at the Federal Funds Effective 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 Administrative Agent any Revolving Lender to recover, for the benefit of Revolving Lenders, 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 such participation payments were made by Revolving Lenders constituted gross negligence or willful misconduct on the part of such Issuing Lender.of

Payment by Revolving 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 payment 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 payment by such Issuing Lender under a Letter of Credit issued by it, such Issuing Lender shall promptly notify Administrative Agent, who shall notify each other Revolving Lender of the unreimbursed amount of such honored drawing and of such other Revolving Lender’s 's respective participation therein based on such Revolving Lender’s 's Pro Rata Share. Each Revolving Lender (other than such Issuing Lender) shall make available to Administrative Agent such Issuing Lender an amount equal to its respective participation, in Dollars and in same day funds, at the Funding and Payment Accountoffice 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 Administrative Agent and Administrative Agent shall make available to such Issuing Lender in Dollars in same day funds, at the office of such Issuing Lender on such Business Day, the aggregate amount of the participation payments so received by Administrative AgentLender. In the event that any Revolving Lender fails to make available to Administrative Agent 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 Revolving Lender together with interest thereon at the Federal Funds Effective 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 Administrative Agent any Lender to recover, for the benefit of Revolving Lenders, 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 such participation payments were payment was made by such Revolving Lenders Lender constituted gross negligence or willful misconduct on the part of such Issuing Lender.

Payment by Revolving 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 (calculated, in the case of a payment 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 payment by such Issuing Lender under a Letter of Credit issued by it, such Issuing Lender shall promptly notify Administrative Agent, who shall notify each other Revolving Lender of the unreimbursed amount of such honored drawing and of such other Revolving Lender’s 's respective participation therein based on such Revolving Lender’s 's Pro Rata Share. Each Revolving Lender (other than such Issuing Lender) shall make available to Administrative Agent such Issuing Lender an amount equal to its respective participation, in Dollars and in same day funds, at the Funding and Payment Accountoffice 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 Administrative Agent and Administrative Agent shall make available to such Issuing Lender in Dollars in same day funds, at the office of such Issuing Lender on such Business Day, the aggregate amount of the participation payments so received by Administrative AgentLender. In the event that any Revolving Lender fails to make available to Administrative Agent 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 Revolving Lender together with interest thereon at the Federal Funds Effective 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 Administrative Agent any Lender to recover, for the benefit of Revolving Lenders, 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 such participation payments were payment was made by such Revolving Lenders Lender constituted gross negligence or willful misconduct on the part of such Issuing Lender.

Payment by Revolving 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 payment 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 payment by such Issuing Lender under a Letter of Credit issued by it, such Issuing Lender shall promptly notify Administrative Agent, who shall notify each other Revolving Lender of the unreimbursed amount of such honored drawing and of such other Revolving Lender’s 's respective participation therein based on such Revolving Lender’s 's Pro Rata Share. Each Revolving Lender (other than such Issuing Lender) shall make available to Administrative Agent an amount equal to its respective participation, in Dollars and in same day funds, at to be credited to the Funding and Payment Account, not later than 12:00 Noon (New York City time) on the first Business Day after the date notified by Administrative Agent and Administrative Agent Agent, who shall make available to such Issuing Lender in Dollars in same day funds, at the office of such Issuing Lender on such Business Day, the aggregate amount of the participation payments so received by Administrative Agent. In the event that any Revolving Lender fails to make available to Administrative Agent on such Business Day the amount of such Revolving Lender’s 's participation in such Letter of Credit as provided in this subsection 3.3C3.3C(i), such Issuing Lender shall be entitled to recover such amount on demand from such Revolving Lender together with interest thereon at the Federal Funds Effective Rate. Nothing in this subsection 3.3C 3.3C(i) shall be deemed to prejudice the right of Administrative Agent to recover, for the benefit of Revolving Lenders, from any Issuing Lender any amounts made available to such Issuing Lender pursuant to this subsection 3.3C 3.3C(i) 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 such participation payments were made by Revolving Lenders constituted gross negligence or willful misconduct on the part of such Issuing Lender.

Payment by Revolving Lenders. In the event that Company If Borrower shall fail for any reason to reimburse any Issuing Lender Bank (or Administrative Agent) as provided in subsection 3.3B in an amount (calculated, in the case of a payment 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 payment drawing honored by such Issuing Lender Bank under a Letter of Credit issued by it, such Issuing Lender Administrative Agent shall promptly notify Administrative Agent, who shall notify each other Revolving Lender of the unreimbursed amount of such honored drawing and of such other Revolving Lender’s respective participation therein based on such Revolving Lender’s Pro Rata ShareShare of the Revolving Loan Commitment by telefacsimile or by telephone promptly confirmed by telefacsimile. Each Revolving Lender (other than such Issuing Lender) shall make available to Administrative Agent for the account of such Issuing Bank an amount equal to its respective participation, in Dollars and in same day funds, at the Funding and Payment AccountAdministrative Agent’s office, not later than 12:00 Noon 2:00 P.M. (New York City time) on the first Business Day after the date notified by Administrative Agent and Administrative Agent shall make available to such Issuing Lender in Dollars in same day funds, at the office of such Issuing Lender on such Business Day, the aggregate amount of the participation payments so received by Administrative Agent. In the event that If any Revolving Lender fails to make available to Administrative Agent for the account of such Issuing Bank on such 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 Bank shall be entitled to recover such amount on demand from such Revolving Lender together with interest thereon at the Federal Funds Effective rate customarily used by such Issuing 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 Administrative Agent any Revolving Lender to recover, for the benefit of Revolving Lenders, recover from any Issuing Lender Bank any amounts made available by such Revolving Lender to such Issuing Lender Bank pursuant to this subsection 3.3C in the event that if it is determined by the final non-appealable 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 such participation payments were payment was made by such Revolving Lenders Lender constituted gross negligence or willful misconduct on the part of such Issuing LenderBank.

Payment by Revolving 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 payment 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 payment by such Issuing Lender under a Letter of Credit issued by it, such Issuing Lender shall promptly notify Administrative Agent, who shall notify each other Revolving Lender of the unreimbursed amount of such honored drawing and of such other Revolving Lender’s 's respective participation therein based on such Revolving Lender’s 's Pro Rata Share. Each Revolving Lender (other than such Issuing Lender) shall make available to Administrative Agent such Issuing Lender an amount equal to its respective participation, in Dollars and in same day funds, at the Funding and Payment Accountoffice 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 Administrative Agent and Administrative Agent shall make available to such Issuing Lender in Dollars in same day funds, at the office of such Issuing Lender on such Business Day, the aggregate amount of the participation payments so received by Administrative AgentLender. In the event that any Revolving Lender fails to make available to Administrative Agent 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 Revolving Lender together with interest thereon at the Federal Funds Effective 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 Administrative Agent any Lender to recover, for the benefit of Revolving Lenders, 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 such participation payments were payment was made by such Revolving Lenders Lender constituted gross negligence or willful misconduct on the part of such Issuing Lender.

Payment by Revolving Lenders. In the event that Company the Domestic Borrower or the Sterling Borrower shall fail for any reason to reimburse any the Domestic Issuing Lender Bank or UK Issuing Bank, as applicable, as provided in subsection 3.3B in Section 2.06 by borrowing Domestic Revolving Loans or Sterling Revolving Loans, as applicable, or otherwise providing an amount (calculated, in the case of a payment 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 payment drawing honored by such Issuing Lender under a Letter of Credit issued by itBank, such Issuing Lender Bank shall promptly notify the Administrative Agent, Agent who shall promptly notify each other respective Domestic or Sterling Revolving Lender of the unreimbursed amount of such honored drawing and of such other Revolving Lender’s respective participation therein based on such Revolving Lender’s 's Pro Rata ShareRate Share thereof. Each respective Domestic or Sterling Revolving Lender (other than such Issuing Lender) shall make available to the Administrative Agent an amount equal to its respective participation, in US Dollars in the case of Domestic L/Cs, and in same day Sterling in the case of Sterling L/Cs, and in immediately available funds, at the Funding and Payment Account, Office of the Administrative Agent not later than 12:00 Noon 1:00 p.m. (New York City Atlanta, Georgia time) in the case of participations in Domestic L/Cs on the first Business Day after the date notified by the Administrative Agent Agent, and, in the case of participations in Sterling L/C's, not later than three (3) Business Days after the date notified by the Administrative Agent, and the Administrative Agent shall promptly make such amounts available to such the applicable Issuing Lender in Dollars in same day funds, at the office of such Issuing Lender on such Business Day, the aggregate amount of the participation payments so received by Administrative AgentBank. In the event that any such Domestic or Sterling Revolving Lender fails to make available to the Administrative Agent on such Business Day the amount of such Domestic or Sterling Revolving Lender’s 's respective participation in such Letter of Credit as provided in this subsection 3.3CL/C, such Issuing Lender Bank shall be entitled to recover such amount on demand from such Domestic or Sterling Revolving Lender together with interest thereon at the Federal Funds Effective Rate for the first two Business Days after demand and thereafter at the Base Rate. Nothing in this subsection 3.3C Each Issuing Bank shall be deemed distribute to prejudice the right of Administrative Agent to recover, for the benefit of Revolving Lenders, from any Issuing Lender any amounts made available to all payments received by such Issuing Bank from the Domestic Borrower and Sterling Borrower in reimbursement of drawings honored by such Issuing Bank under such L/C when such payments are received. The Administrative Agent shall promptly distribute to each respective Domestic or Sterling Revolving Lender pursuant to (other than the Issuing Banks) that has paid all amounts payable under 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 Letter of Credit by any L/C, such Issuing Lender in respect of which such participation payments were made by Revolving Lenders constituted gross negligence or willful misconduct on the part Lender's applicable Pro Rata Share of such Issuing Lenderpayments.

Payment by Revolving 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 payment 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 payment drawing honored by such Issuing Lender under a Letter of Credit issued by it, such Issuing Lender shall promptly notify Administrative Agent, who shall notify each other Revolving Lender of the unreimbursed amount of such honored drawing and of such other Revolving Lender’s 's respective participation therein based on such Revolving Lender’s 's Pro Rata Share. Each Revolving Lender (other than such Issuing Lender) shall make available to Administrative Agent such Issuing Lender an amount equal to its respective participation, in Dollars and in same day funds, at the Funding and Payment Accountoffice of such Issuing Lender specified in such notice, not later than 12:00 Noon 1:00 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 Administrative Agent and Administrative Agent shall make available to such Issuing Lender in Dollars in same day funds, at the office of such Issuing Lender on such Business Day, the aggregate amount of the participation payments so received by Administrative AgentLender. In the event that any Revolving Lender fails to make available to Administrative Agent 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 Revolving Lender together with interest thereon at the Federal Funds Effective 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 Administrative Agent any Revolving Lender to recover, for the benefit of Revolving Lenders, 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 such participation payments were payment was made by such Revolving Lenders Lender constituted gross negligence or willful misconduct on the part of such Issuing Lender.

Payment by Revolving 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 (calculated, in the case of a payment 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 payment drawing honored by such Issuing Lender under a Letter of Credit issued by it, such Issuing Lender shall promptly notify Administrative Agent, who shall notify each other Revolving Lender of the unreimbursed amount of such honored drawing and of such other Revolving Lender’s respective participation therein based on such Revolving Lender’s Pro Rata Share. Each Revolving Lender (other than such Issuing Lender) shall make available to Administrative Agent such Issuing Lender an amount equal to its respective participation, in Dollars and in same day funds, at the Funding and Payment Accountoffice 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 Administrative Agent and Administrative Agent shall make available to such Issuing Lender in Dollars in same day funds, at the office of such Issuing Lender on such Business Day, the aggregate amount of the participation payments so received by Administrative AgentLender. In the event that any Revolving Lender fails to make available to Administrative Agent 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 Federal Funds Effective 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 Administrative Agent any Revolving Lender to recover, for the benefit of Revolving Lenders, 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 resp ect to a Letter of Credit by such Issuing Lender in respect of which such participation payments were payment was made by such Revolving Lenders Lender constituted gross negligence or willful misconduct on the part of such Issuing Lender.

Payment by Revolving 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 payment 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 payment by such Issuing Lender under a Letter of Credit issued by itLender, such Issuing Lender shall promptly notify Administrative Agent, who shall promptly notify each other Revolving Lender of the Ruths_Second Amended and Restated Credit Agreement (2) unreimbursed amount of such honored drawing and of such other Revolving Lender’s respective participation therein based on such Revolving Lender’s Pro Rata Share. Each Revolving Lender (other than such Issuing Lender) shall make available to Administrative Agent an amount equal to its respective participation, in Dollars and Dollars, in same day funds, at the Funding and Payment AccountOffice, not later than 12:00 Noon (New York City San Francisco time) on the first Business Day after the date notified by Administrative Agent Agent, and Administrative Agent shall make available to such Issuing Lender in Dollars Dollars, in same day funds, at the office of such Issuing Lender on such Business Day, Day the aggregate amount of the participation payments so received by Administrative Agent. In the event that any Revolving Lender fails to make available to Administrative Agent 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 Federal Funds Effective rate customarily used by 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 Administrative Agent to recover, for the benefit of Revolving Lenders, from any Issuing Lender any amounts made available 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 such participation payments were made by Revolving Lenders constituted gross negligence or willful misconduct on the part of such Issuing Lender.

Payment by Revolving 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 payment 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 payment drawing honored by such Issuing Lender under a Letter of Credit issued by it, such Issuing Lender shall promptly notify Administrative Agent, who shall notify each other Revolving Lender of the unreimbursed amount of such honored drawing and of such other Revolving Lender’s 's respective participation therein based on such Revolving Lender’s 's Pro Rata Share. Each Revolving Lender (other than such Issuing Lender) shall make available to Administrative Agent such Issuing Lender an amount equal to its respective participation, in Dollars and in same day funds, at the Funding and Payment Accountoffice 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 Administrative Agent and Administrative Agent shall make available to such Issuing Lender in Dollars in same day funds, at the office of such Issuing Lender on such Business Day, the aggregate amount of the participation payments so received by Administrative AgentLender. In the event that any Revolving Lender fails to make available to Administrative Agent 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 Revolving Lender together with interest thereon at the Federal Funds Effective RateRate for three Business Days and thereafter at the Base Rate and such defaulting Revolving Lender shall not be entitled to receive its ratable share of amounts recovered pursuant to subsection 10.5 to the extent of such defaulted amount. Nothing in this subsection 3.3C shall be deemed to prejudice the right of Administrative Agent any Revolving Lender to recover, for the benefit of Revolving Lenders, 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 such participation payments were payment was made by such Revolving Lenders Lender constituted gross negligence or willful misconduct on the part of such Issuing Lender.

Payment by Revolving 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 payment 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 payment 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 Revolving Lender of the unreimbursed amount of such honored drawing and of such other Revolving Lender’s respective participation therein based on such Revolving Lender’s Pro Rata Share. Each Revolving Lender (other than such Issuing Lender) shall make available to Administrative Agent an amount equal to its respective participation, in Dollars and Dollars, in same day funds, at the Funding and Payment AccountOffice, not later than 12:00 Noon (New York City time) on the first Business Day after the date notified by Administrative Agent and Administrative Agent shall make available to such Issuing Lender in Dollars in same day funds, at the office of such Issuing Lender on such Business Day, Day the aggregate amount of the participation payments so received by Administrative Agent. In the event that any Revolving Lender fails to make available to Administrative Agent 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 Federal Funds Effective 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 Administrative Agent to recover, for the benefit of Revolving Lenders, from any Issuing Lender any amounts made available 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 such participation payments were made by Revolving Lenders constituted gross negligence or willful misconduct on the part of such Issuing Lender.

Payment by Revolving 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 payment 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 payment by such Issuing Lender under a Letter of Credit issued by it, such Issuing Lender shall promptly notify Administrative Agent, who shall notify each other Revolving Lender of the unreimbursed amount of such honored drawing and of such other Revolving Lender’s 's respective participation therein based on such Revolving Lender’s 's Pro Rata Share. Each Revolving Lender (other than such Issuing Lender) shall make available to Administrative Agent an amount equal to its respective participation, in Dollars and in same day funds, at the Funding and Payment Account, not later than 12:00 Noon (New York City time) on the first Business Day after the date notified by Administrative Agent and Administrative Agent shall make available to such Issuing Lender in Dollars in same day funds, at the office of such Issuing Lender on such Business Day, the aggregate amount of the participation payments so received by Administrative Agent. In the event that any Revolving Lender fails to make available to Administrative Agent on such 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 Revolving Lender together with interest thereon at the Federal Funds Effective Rate. Nothing in this subsection 3.3C shall be deemed to prejudice the right of Administrative Agent to recover, for the benefit of Revolving Lenders, from any Issuing Lender any amounts made available 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 such participation payments were made by Revolving Lenders constituted gross negligence or willful misconduct on the part of such Issuing Lender.

Payment by Revolving 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 (calculated, in the case of a payment 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 payment 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 Revolving Lender of the unreimbursed amount of such honored drawing and of such other Revolving Lender’s respective participation therein based on such Revolving Lender’s Pro Rata Share. Each Revolving Lender (other than such Issuing Lender) shall make available to Administrative Agent an amount equal to its respective participation, in Dollars and Dollars, in same day funds, at the Funding and Payment AccountOffice, not later than 12:00 Noon 1:00 P.M. (New York City Los Angeles time) on the first Business Day after the date notified by Administrative Agent Agent, and Administrative Agent shall make available to such Issuing Lender in Dollars Dollars, in same day funds, at the office of such Issuing Lender on such Business Day, Day the aggregate amount of the participation payments so received by Administrative Agent. In the event that any Revolving Lender fails to make available to Administrative Agent 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 Federal Funds Effective 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 Administrative Agent to recover, for the benefit of Revolving Lenders, from any Issuing Lender any amounts made available 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 such participation payments were made by Revolving Lenders constituted gross negligence or willful misconduct on the part of such Issuing Lender.

Payment by Revolving 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 (calculated, in the case of a payment 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 payment drawing honored by such Issuing Lender under a Letter of Credit issued by it, such Issuing Lender Administrative Agent shall promptly notify Administrative Agent, who shall notify each other Revolving Lender of the unreimbursed amount of such honored drawing and of such other Revolving Lender’s 's respective participation therein based on such Revolving Lender’s 's Pro Rata ShareShare of the Revolving Loan Commitment by telefacsimile or by telephone promptly confirmed by telefacsimile. Each Revolving Lender (other than such Issuing 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 Funding and Payment AccountAdministrative Agent's office, not later than 12:00 Noon 2:00 P.M. (New York City time) on the first Business Day after the date notified by Administrative Agent and Administrative Agent shall make available to such Issuing Lender in Dollars in same day funds, at the office of such Issuing Lender on such Business Day, the aggregate amount of the participation payments so received by 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 the amount of such Revolving Lender’s '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 Federal Funds Effective 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 Administrative Agent any Revolving Lender to recover, for the benefit of Revolving Lenders, 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 such participation payments were payment was made by such Revolving Lenders Lender constituted gross negligence or willful misconduct on the part of such Issuing Lender.

Payment by Revolving 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 payment 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 payment 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 Revolving Lender of the unreimbursed amount of such honored drawing and of such other Revolving Lender’s respective participation therein based on such Revolving Lender’s Pro Rata Share. Each Revolving Lender (other than such Issuing Lender) shall make available to (and Administrative Agent may apply Cash Collateral provided for this purpose) an amount equal to its respective participation, in Dollars and (based on the Dollar Equivalent amount with respect to any Letter of Credit denominated in same day fundsan Alternative Currency), in Same Day Funds, at the Funding and Payment AccountOffice, not later than 12:00 Noon (New York City time) on the first Business Day after the date notified by Administrative Agent Agent, and Administrative Agent shall make available to such Issuing Lender Lender, in Dollars in same day fundsSame Day Funds, at the office of such Issuing Lender on such Business Day, Day the aggregate amount of the participation payments so received by Administrative Agent. In the event that any Revolving Lender fails to make available to Administrative Agent 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 Federal Funds Effective Overnight Rate for three Business Days and thereafter at the Base Rate, plus any administrative, processing or similar fees customarily charged by Issuing Lender in connection with the foregoing. Nothing in this subsection 3.3C shall be deemed to prejudice the right of Administrative Agent to recover, for the benefit of Revolving Lenders, from any Issuing Lender any amounts made available 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 such participation payments were made by Revolving Lenders constituted gross negligence or negligence, willful misconduct or breach in bad faith on the part of such Issuing Lender.

Payment by Revolving 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 (calculated, in the case of a payment 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 payment drawing honored by such Issuing Lender under a Letter of Credit issued by it, such Issuing Lender Administrative Agent shall promptly notify Administrative Agent, who shall notify each other Revolving Lender of the unreimbursed amount of such honored drawing and of such other Revolving Lender’s respective participation therein based on such Revolving Lender’s Pro Rata ShareShare of the Revolving Loan Commitment by telefacsimile or by telephone promptly confirmed by telefacsimile. Each Revolving Lender (other than such Issuing 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 Funding and Payment AccountAdministrative Agent’s office, not later than 12:00 Noon 2:00 P.M. (New York City time) on the first Business Day after the date notified by Administrative Agent and Administrative Agent shall make available to such Issuing Lender in Dollars in same day funds, at the office of such Issuing Lender on such Business Day, the aggregate amount of the participation payments so received by 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 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 Federal Funds Effective 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 Administrative Agent any Revolving Lender to recover, for the benefit of Revolving Lenders, 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 such participation payments were payment was made by such Revolving Lenders Lender constituted gross negligence or willful misconduct on the part of such Issuing Lender.

Payment by Revolving 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 (calculated, in the case of a payment 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 payment drawing honored by such Issuing Lender under a Letter of Credit issued by it, such Issuing Lender shall promptly notify the Administrative Agent, who Agent which shall promptly notify each other Revolving Lender of the unreimbursed amount of such honored drawing and of such other Revolving Lender’s 's respective participation therein based on such Revolving Lender’s 's Pro Rata Share. Each Revolving Lender (other than such Issuing Lender) shall make available to the Administrative Agent for the benefit of such Issuing Lender which the Administrative Agent shall make available to such Issuing Lender an amount equal to its respective participation, in Dollars and in same day funds, at the Funding and Payment Accountoffice 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 Administrative Agent and Administrative Agent shall make available to such Issuing Lender in Dollars in same day funds, at the office of such Issuing Lender on such Business Day, the aggregate amount of the participation payments so received by Administrative AgentLender. In the event that any Revolving Lender fails to make available to the Administrative Agent for the benefit of 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 through the Administrative Agent such amount on demand from such Revolving Lender together with interest thereon at the Federal Funds Effective 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 Administrative Agent any 107 Revolving Lender to recover, for the benefit of Revolving Lenders, recover from any Issuing Lender through the Administrative Agent any amounts made available by such Revolving Lender through the Administrative Agent 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 such participation payments were payment was made by such Revolving Lenders Lender constituted gross negligence or willful misconduct on the part of such Issuing Lender.

Payment by Revolving Lenders. In Agent shall give to each Revolving Lender prompt written notice by facsimile, telex or cable of the event that Company receipt by Agent from Borrower of any request for Revolving Credit Loans. Each such notice shall fail for any reason to reimburse any Issuing Lender as provided in subsection 3.3B in an specify the requested date and the aggregate amount (calculatedof such requested Revolving Credit Loans, in the case of a payment under a Letter of whether such Revolving Credit denominated in a currency other than Dollars, by reference Loan shall be subject to the applicable Exchange Rate) equal to LIBOR Option, and the amount of any payment by such Issuing Lender under a Letter of Credit issued by it, such Issuing Lender shall promptly notify Administrative Agent, who shall notify each other Revolving Lender of the unreimbursed amount of such honored drawing and of such other Revolving Lender’s respective participation therein based on such 's Revolving Lender’s Pro Rata ShareCredit Loans thereunder (in accordance with its applicable Revolving Loan Percentage). Each Revolving Lender (other than such Issuing Lender) shall make available to Administrative Agent an amount equal to its respective participation, in Dollars and in same day funds, at the Funding and Payment Accountshall, not later than 12:00 Noon p.m. (New York City Chicago time) on such requested date, wire to a bank designated by Agent the first Business Day after the date notified by Administrative Agent and Administrative Agent shall make available to such Issuing Lender in Dollars in same day funds, at the office of such Issuing Lender on such Business Day, the aggregate amount of that Revolving Lender's Revolving Loan Percentage of the participation payments so received by Administrative Agentrequested Revolving Credit Loans. In the event that The failure of any Revolving Lender fails to make available any Revolving Credit Loans to Administrative be made by it shall not release any other Revolving Lender of its obligations hereunder to make its Revolving Credit Loans. Neither Agent nor any other Revolving Lender shall be responsible for the failure of any other Revolving Lender to make the Revolving Credit Loans to be made by such other Revolving Lender. The foregoing notwithstanding, Agent, in its sole discretion, may from its own funds make a Revolving Credit Loan on behalf of any Revolving Lender. In such Business Day event, the Revolving Lender on behalf of whom Agent made the Revolving Credit Loan shall reimburse Agent for the amount of such Revolving Lender’s participation Credit Loan made on its behalf, on a weekly (or more frequent, as determined by Agent in its sole discretion) basis. On each such Letter of Credit as provided in this subsection 3.3Csettlement date, such Issuing Agent will pay to each Revolving Lender shall be entitled the net amount owing to recover such amount on demand from such Revolving Lender together in connection with such settlement, including without limitation amounts relating to Loans, fees, interest thereon and other amounts payable hereunder. Swingline Loans will be settled between Agent and Revolving Lenders at the Federal Funds Effective Ratesame time as other Revolving Credit Loans. Nothing in this subsection 3.3C The entire amount of interest attributable to each Revolving Credit Loan (including Swingline Loans) for the period from the date on which such Revolving Credit Loan was made by Agent on such Revolving Lender's behalf until Agent is reimbursed by such Revolving Lender, shall be deemed paid to prejudice the right of Administrative Agent to recover, for the benefit of Revolving Lenders, from any Issuing Lender any amounts made available 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 such participation payments were made by Revolving Lenders constituted gross negligence or willful misconduct on the part of such Issuing Lenderits own account.

Payment by Revolving Lenders. In the event that Company shall fail for any reason to reimburse any Issuing Lender as provided in subsection 3.3B 4.3B in an amount (calculated, in the case of a payment 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 payment 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 Revolving Lender of the unreimbursed amount of such honored drawing and of such other Revolving Lender’s 's respective participation therein based on such Revolving Lender’s 's Pro Rata Share. Each Revolving Lender (other than such Issuing Lender) shall make available to Administrative Agent an amount equal to its respective participation, in Dollars and Cdn. Dollars, in same day funds, at the Funding and Payment AccountOffice, not later than 12:00 Noon noon (New York City Toronto time) on the first Business Day after the date notified by Administrative Agent Agent, and Administrative Agent shall make available to such Issuing Lender in Dollars Cdn. Dollars, in same day funds, at the office of such Issuing Lender on such Business Day, Day the aggregate amount of the participation payments so received by Administrative Agent. In the event that any Revolving Lender fails to make available to Administrative Agent on such Business Day the amount of such Revolving Lender’s 's participation in such Letter of Credit as provided in this subsection 3.3C4.3C, such Issuing Lender shall be entitled to recover such amount on demand from such Revolving Lender together with interest thereon at the Federal Funds Effective rate customarily used by such Issuing Lender for the correction of errors among banks for three Business Days and thereafter at the Prime Rate. Nothing in this subsection 3.3C 4.3C shall be deemed to prejudice the right of Administrative Agent to recover, for the benefit of Revolving Lenders, from any Issuing Lender any amounts made available 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 such participation payments were made by Revolving Lenders constituted gross negligence or willful misconduct on the part of such Issuing Lender.subsection

Payment by Revolving 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 payment 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 payment drawing honored by such Issuing Lender under a Letter of Credit issued by it, such Issuing Lender shall promptly notify Administrative Agent, who shall notify each other Revolving Lender of the unreimbursed amount of such honored drawing and of such other Revolving Lender’s 's respective participation therein based on such Revolving Lender’s 's Pro Rata Share. Each Revolving Lender (other than such Issuing Lender) shall make available to Administrative Agent such Issuing Lender an amount equal to its respective participation, in Dollars and in same day funds, at the Funding and Payment Accountoffice 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 Administrative Agent and Administrative Agent shall make available to such Issuing Lender in Dollars in same day funds, at the office of such Issuing Lender on such Business Day, the aggregate amount of the participation payments so received by Administrative AgentLender. In the event that any Revolving Lender fails to make available to Administrative Agent 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 Revolving Lender together with interest thereon at the Federal Funds Effective 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 Administrative Agent any Revolving Lender to recover, for the benefit of Revolving Lenders, 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 such participation payments were payment was made by such Revolving Lenders Lender constituted gross negligence or willful misconduct on the part of such Issuing Lender.

Payment by Revolving Lenders. In the event that Company Borrower shall fail for any reason to reimburse any an Issuing Lender as provided in subsection 3.3B in an amount (calculated, in the case of a payment 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 payment drawing honored by such Issuing Lender under a Letter of Credit issued by it, such Issuing Lender shall promptly notify Administrative Agent, who shall notify each other Revolving Lender of the unreimbursed amount of such honored drawing and of such other Revolving Lender’s respective participation therein based on such Revolving Lender’s Pro Rata Share. Each Revolving Lender (other than such Issuing Lender) shall make available to Administrative Agent the Issuing Lender an amount equal to its respective participation, in Dollars and in same day funds, at the Funding and Payment Accountoffice of such Issuing Lender specified in such notice, not later than 12:00 Noon (New York, 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 Administrative Agent and Administrative Agent shall make available to such the Issuing Lender in Dollars in same day funds, at the office of such Issuing Lender on such Business Day, the aggregate amount of the participation payments so received by Administrative AgentLender. In the event that any Revolving Lender fails to make available to Administrative Agent the 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 Federal Funds Effective 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 Administrative Agent any Revolving Lender to recover, for the benefit of Revolving Lenders, recover from any an 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 such participation payments were payment was made by such Revolving Lenders Lender constituted gross negligence or willful misconduct on the part of such the Issuing Lender.

Payment by Revolving 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 Subsection III.C.1 in an amount (calculated, in the case of a payment 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 payment drawing honored by such Issuing Lender under a Letter of Credit issued by it, such Issuing Lender Administrative Agent shall promptly notify Administrative Agent, who shall notify each other Revolving Lender of the unreimbursed amount of such honored drawing and of such other Revolving Lender’s 's respective participation therein based on such Revolving Lender’s 's Pro Rata ShareShare of the Revolving Loan Commitment by telefacsimile or by telephone promptly confirmed by telefacsimile. Each Revolving Lender (other than such Issuing 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 Funding and Payment AccountAdministrative Agent's Office, not later than 12:00 Noon 2:00 P.M. (New York City time) on the first Business Day after the date notified by Administrative Agent and Administrative Agent shall make available to such Issuing Lender in Dollars in same day funds, at the office of such Issuing Lender on such Business Day, the aggregate amount of the participation payments so received by 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 the amount of such Revolving Lender’s 's participation in such Letter of Credit as provided in this subsection 3.3CSubsection III.C.2, 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 Federal Funds Effective 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 Administrative Agent to recover, for the benefit of Revolving Lenders, from any Issuing Lender any amounts made available 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 such participation payments were made by Revolving Lenders constituted gross negligence or willful misconduct on the part of such Issuing Lender.this

Payment by Revolving 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 (calculated, in the case of a payment 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 payment 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 Revolving Lender of the unreimbursed amount of such honored drawing and of such other Revolving Lender’s respective participation therein based on such Revolving Lender’s Pro Rata Share. Each Revolving Lender (other than such Issuing Lender) shall make available to Administrative Agent an amount equal to its respective participation, in Dollars and Dollars, in same day funds, at the Funding and Payment AccountOffice, not later than 12:00 Noon 1:00 P.M. (New York City Los Angeles time) on the first Business Day after the date notified by Administrative Agent Agent, and Administrative Agent shall make available to such Issuing Lender in Dollars Dollars, in same day funds, at the office of such Issuing Lender on such Business Day, Day the aggregate amount of the participation payments so received by Administrative Agent. In the event that any Revolving Lender fails to make available to Administrative Agent 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 Federal Funds Effective 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 Administrative Agent to recover, for the benefit of Revolving Lenders, from any Issuing Lender any amounts made available 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 such participation payments were made by Revolving Lenders constituted gross negligence or willful misconduct on the part of such Issuing Lender.

Payment by Revolving 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 (calculated, in the case of a payment 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 payment by such Issuing Lender under a Letter of Credit issued by it, such Issuing Lender shall promptly notify Administrative Agent, who shall notify each other Lender having the applicable Revolving Lender Loan Commitment of the unreimbursed amount of such honored drawing and of such other Revolving Lender’s 's respective participation therein based on such Revolving Lender’s 's Pro Rata Share. Each Revolving Lender (other than such Issuing Lender) having the applicable Revolving Loan Commitment shall make available to Administrative Agent such Issuing Lender an amount equal to its respective participation, in Dollars and in same day funds, at the Funding and Payment Accountoffice 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 Administrative Agent and Administrative Agent shall make available to such Issuing Lender in Dollars in same day funds, at the office of such Issuing Lender on such Business Day, the aggregate amount of the participation payments so received by Administrative AgentLender. In the event that any Revolving Lender having the applicable Revolving Loan Commitment fails to make available to Administrative Agent 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 Revolving Lender together with interest thereon at the Federal Funds Effective 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 Administrative Agent any Lender to recover, for the benefit of Revolving Lenders, 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 such participation payments were payment was made by such Revolving Lenders Lender constituted gross negligence or willful misconduct on the part of such Issuing Lender.

Payment by Revolving Lenders. In the event that Company Borrower shall fail for any reason to reimburse any Revolving Issuing Lender as provided in subsection 3.3B 3.3B(i) in an amount (calculated, in the case of a payment 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 payment by such Revolving Issuing Lender under a Revolving Letter of Credit issued by it, such Revolving Issuing Lender shall promptly notify Administrative Agent, Agent who shall will notify each other Revolving Lender of the unreimbursed amount of such honored drawing and of such other Revolving Lender’s respective participation therein based on such Revolving Lender’s Pro Rata Share. Each Revolving Lender (other than such Issuing Lender) shall make available to Administrative Agent for the benefit of such Revolving Issuing Lender an amount equal to its respective participation, in Dollars and in same day funds, at the Funding and Payment AccountOffice, not later than 12:00 Noon (New York City time) on the first Business Day after the date notified by Administrative Agent and Administrative Agent shall make available to such Issuing Lender in Dollars in same day funds, at the office of such Issuing Lender on such Business Day, the aggregate amount of the participation payments so received by Administrative Agent. In the event that any Revolving Lender fails to make available to Administrative Agent for the benefit of such Revolving Issuing Lender on such Business Day the amount of such Revolving Lender’s participation in such Revolving Letter of Credit as provided in this subsection 3.3C3.3C(i)(a), such Revolving Issuing Lender shall be entitled to recover such amount on demand from such Revolving Lender together with interest thereon at the Federal Funds Effective rate customarily used by such Revolving 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 3.3C(i)(a) shall be deemed to prejudice the right of Administrative Agent any Revolving Lender to recover, for the benefit of Revolving Lenders, recover from any Revolving Issuing Lender any amounts made available by such Revolving Lender to such Revolving Issuing Lender pursuant to this subsection 3.3C 3.3C(i)(a) 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 Revolving Issuing Lender in respect of which such participation payments were payment was made by such Revolving Lenders Lender constituted gross negligence or willful misconduct on the part of such Revolving Issuing Lender.

Payment by Revolving 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 (calculated, in the case of a payment 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 payment by such Issuing Lender or its Designated Issuer under a Letter of Credit issued by it, such Issuing Lender shall promptly notify the Administrative Agent, Agent who shall will notify each other Revolving Lender of the unreimbursed amount of such honored drawing and of such other Revolving Lender’s 's respective participation therein based on such Revolving Lender’s 's Pro Rata Share. Each Revolving Lender (other than such Issuing Lender) shall make available to the Administrative Agent for the benefit of such Issuing Lender an amount equal to its respective participation, in Dollars and in same day funds, at the Funding and Payment AccountOffice, not later than 12:00 Noon (New York City time) on the first Business Day business day after the date notified by Administrative Agent and Administrative Agent shall make available to such Issuing Lender in Dollars in same day funds, at the office of such Issuing Lender on such Business Day, the aggregate amount of the participation payments so received by Administrative AgentLender. In the event that any Revolving Lender fails to make available to the Administrative Agent for the benefit of 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 Revolving Lender together with interest thereon at the Federal Funds Effective 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 Administrative Agent any Lender to recover, for the benefit of Revolving Lenders, 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 such participation payments were payment was made by such Revolving Lenders Lender constituted gross negligence or willful misconduct on the part of such Issuing LenderLender under the circumstances in question.

Payment by Revolving Lenders. In the event that Company the Domestic Borrower or the Sterling Borrower shall fail for any reason to reimburse any the Domestic Issuing Lender Bank or UK Issuing Bank, as applicable, as provided in subsection 3.3B in Section 2.06 by borrowing Revolving Loans, or otherwise providing an amount (calculated, in the case of a payment 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 payment drawing honored by such Issuing Lender under a Letter of Credit issued by itBank, such Issuing Lender Bank shall promptly notify the Administrative Agent, Agent who shall promptly notify each other Revolving Lender of the unreimbursed amount of such honored drawing and of such other Revolving Lender’s respective participation therein based on such Revolving Lender’s 's Pro Rata ShareRate share thereof. Each Revolving Lender (other than such Issuing Lender) shall make available to the Administrative Agent an amount equal to its respective participation, in US Dollars in the case of Domestic L/Cs, and in same day Sterling in the case of Sterling L/Cs and in immediately available funds, at the Funding and Payment Account, Office of the Administrative Agent not later than 12:00 Noon 1:00 p.m. (New York City Atlanta, Georgia time) in the case of participations in Domestic L/Cs and not later than 1:00 p.m. (London, England time) in the case of participations in Sterling L/Cs, on the first Business Day after the date notified by the Administrative Agent Agent, and the Administrative Agent shall promptly make such amounts available to such the applicable Issuing Lender in Dollars in same day funds, at the office of such Issuing Lender on such Business Day, the aggregate amount of the participation payments so received by Administrative AgentBank. In the event that any such Revolving Lender fails to make available to the Administrative Agent on such Business Day the amount of such Revolving Lender’s 's participation in such Letter of Credit as provided in this subsection 3.3CL/C, such Issuing Lender Bank shall be entitled to recover such amount on demand from such Revolving Lender together with interest thereon at the Federal Funds Effective Rate for the first two Business Days after demand and thereafter at the Base Rate. Nothing in this subsection 3.3C Each Issuing Bank shall be deemed distribute to prejudice the right of Administrative Agent to recover, for the benefit of Revolving Lenders, from any Issuing Lender any amounts made available to all payments received by such Issuing Bank from the Domestic Borrower and Sterling Borrower in reimbursement of drawings honored by such Issuing Bank under such L/C when such payments are received. The Administrative Agent shall promptly distribute to each Revolving Lender pursuant to (other than the Issuing Banks) that has paid all amounts payable under 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 Letter of Credit by any L/C, such Issuing Lender in respect of which such participation payments were made by Revolving Lenders constituted gross negligence or willful misconduct on the part Lender's Pro Rata Share of such Issuing Lenderpayments.

Payment by Revolving 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 payment 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 payment drawing honored by such Issuing Lender under a Letter of Credit issued by it, such Issuing Lender shall promptly notify Administrative Agent, who shall notify each other Revolving Lender of the unreimbursed amount of such honored drawing and of such other Revolving Lender’s 's respective participation therein based on such Revolving Lender’s 's Pro Rata Share. Each Revolving Lender (other than such Issuing Lender) shall make available to Administrative Agent such Issuing Lender an amount equal to its respective participation, in Dollars and in same day funds, at the Funding and Payment Accountoffice of such Issuing Lender specified in such notice, not later than 12:00 Noon 1:00 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 Administrative Agent and Administrative Agent shall make available to such Issuing Lender in Dollars in same day funds, at the office of such Issuing Lender on such Business Day, the aggregate amount of the participation payments so received by Administrative AgentLender. In the event that any Revolving Lender fails to make available to Administrative Agent 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 Revolving Lender together with interest thereon at the Federal Funds Effective 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 Administrative Agent any Revolving Lender to recover, for the benefit of Revolving Lenders, 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 such participation payments were payment was made by such Revolving Lenders Lender constituted gross negligence or willful misconduct on the part of such Issuing Lender.. 91 99

Payment by Revolving Lenders. In the event that Company a Borrower 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 payment 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 payment drawing honored by such the Issuing Lender under a Letter of Credit issued by it, such the Issuing Lender shall promptly notify Administrative Agent, who shall notify each other Revolving Lender of the unreimbursed amount of such honored drawing and of such other Revolving Lender’s 's respective participation therein based on such Revolving Lender’s 's Pro Rata Share. Each Revolving Lender (other than such Issuing Lender) shall make available to Administrative Agent the Issuing Lender an amount equal to its respective participation, in Dollars and in same day funds, at the Funding and Payment Accountoffice of the Issuing Lender specified in such notice, not later than 12:00 Noon (New York City San Francisco time) on the first Business Day business day (under the laws of the jurisdiction in which such office of the Issuing Lender is located) after the date notified by Administrative Agent and Administrative Agent shall make available to such the Issuing Lender in Dollars in same day funds, at the office of such Issuing Lender on such Business Day, the aggregate amount of the participation payments so received by Administrative AgentLender. In the event that any Revolving Lender fails to make available to Administrative Agent the 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 the Issuing Lender shall be entitled to recover such amount on demand from such Revolving Lender together with interest thereon at the Federal Funds Effective Rate from the Reimbursement Date for three Business Days and thereafter at the Base Rate. Nothing in this subsection 3.3C shall be deemed to prejudice the right of Administrative Agent any Revolving Lender to recover, for recover from the benefit of Revolving Lenders, from any Issuing Lender any amounts made available by such Revolving 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 such participation payments were payment was made by such Revolving Lenders Lender constituted gross negligence or willful misconduct on the part of such the Issuing Lender.

Payment by Revolving Lenders. In the event that Company the Borrower shall fail for any reason to reimburse any the Issuing Lender Bank as provided in subsection 3.3B in Section 2.06 by borrowing Revolving Loans, or otherwise providing an amount (calculated, in the case of a payment 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 payment drawing honored by such the Issuing Lender under a Letter of Credit issued by itBank, such the Issuing Lender Bank shall promptly notify Administrative Agent, the Agent who shall promptly notify each other Revolving Lender of the unreimbursed amount of such honored drawing and of such other Revolving Lender’s 's respective participation therein based on such Revolving Lender’s Pro Rata Sharetherein. Each Revolving Lender (other than such Issuing Lender) shall make available to Administrative the Agent an amount equal to its respective participation, in U.S. Dollars and in same day immediately available funds, at the Funding and Payment Account, Office not later than 12:00 Noon 2:00 p.m. (New York City Atlanta, Georgia time) on the first Business Day after the date notified by Administrative Agent the Agent, and Administrative the Agent shall promptly make such amounts available to such the Issuing Lender in Dollars in same day funds, at the office of such Issuing Lender on such Business Day, the aggregate amount of the participation payments so received by Administrative AgentBank. In the event that any such Revolving Lender fails to make available to Administrative the Agent on such Business Day the amount of such Revolving Lender’s 's participation in 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 Revolving Lender together with interest thereon at the Federal Funds Effective Rate for the first two Business Days after demand and thereafter at the Base Rate. Nothing in this subsection 3.3C The Issuing Bank shall be deemed distribute to prejudice the right of Administrative Agent to recover, for the benefit of Revolving Lenders, from any Issuing Lender any amounts made available to such Issuing Lender pursuant to this subsection 3.3C in the event that it is determined all payments received by the final judgment Issuing Bank from the Borrower in reimbursement of a court drawings honored by the Issuing Bank under such Letter of competent jurisdiction Credit when such payments are received. The Agent shall promptly distribute to each Revolving Lender (other than the Issuing Bank) that the payment has paid all amounts payable under this Section with respect to a any Letter of Credit by Credit, such Issuing Lender in respect of which such participation payments were made by Revolving Lenders constituted gross negligence or willful misconduct on the part Lender's Pro Rata Share of such Issuing Lenderpayments.

Payment by Revolving 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 payment 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 payment by such Issuing Lender under a Letter of Credit issued by it, such Issuing Lender shall promptly notify Administrative Agent, who which shall promptly notify each other Revolving Lender of the unreimbursed amount of such honored drawing and of such other Revolving Lender’s respective participation therein based on such Revolving Lender’s Pro Rata Share. Each Revolving Lender (other than such Issuing Lender) shall make available to Administrative Agent an amount equal to its respective participation, in Dollars and Dollars, in same day funds, at the Funding and Payment AccountOffice, not later than 12:00 Noon 1:00 P.M. (New York City time) on the Reimbursement Date or, in the event such Revolving Lender was not given such notice by Administrative Agent until after such time, 11:00 A.M. (New York City time) on the first Business Day after the date such Revolving Lender notified by Administrative Agent Agent, and Administrative Agent shall make available to such Issuing Lender in Dollars Dollars, in same day funds, at the office of such Issuing Lender on such Business Day, Day the aggregate amount of the participation payments so received by Administrative Agent. In the event that any Revolving Lender fails to make available to Administrative Agent 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 a rate per annum equal to the greater of the Federal Funds Effective RateRate and a rate determined by such Issuing Lender in accordance with banking industry rules on interbank compensation, plus any administrative, processing or similar fees customarily charged by the Issuing Lender in connection with the foregoing. A certificate of Issuing Lender submitted to any Revolving Lender (through Administrative Agent) with respect to any amounts owing hereunder shall be conclusive absent manifest error. Nothing in this subsection 3.3C shall be deemed to prejudice the right of Administrative Agent to recover, for the benefit of Revolving Lenders, from any Issuing Lender any amounts made available to such Issuing Lender pursuant to this subsection 3.3C in the event that it is determined by the final and non-appealable 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 such participation payments were made by Revolving Lenders constituted gross negligence or willful misconduct on the part of such Issuing Lender.

Payment by Revolving 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 payment 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 payment by such Issuing Lender under a Letter of Credit issued by it, such Issuing Lender shall promptly notify Administrative Agent, who shall notify each other Revolving Lender of the unreimbursed amount of such honored drawing and of such other Revolving Lender’s 's respective participation therein based on such Revolving Lender’s 's Pro Rata Share. Each Revolving Lender (other than such Issuing Lender) shall make available to Administrative Agent such Issuing Lender an amount equal to its respective participation, in Dollars and in same day funds, at the Funding and Payment Accountoffice 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 Administrative Agent and Administrative Agent shall make available to such Issuing Lender in Dollars in same day funds, at the office of such Issuing Lender on such Business Day, the aggregate amount of the participation payments so received by Administrative AgentLender. In the event that any Revolving Lender fails to make available to Administrative Agent 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 Revolving Lender together with interest thereon at the Federal Funds Effective 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 59 60 shall be deemed to prejudice the right of Administrative Agent any Lender to recover, for the benefit of Revolving Lenders, 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 such participation payments were payment was made by such Revolving Lenders Lender constituted gross negligence or willful misconduct on the part of such Issuing Lender.

Payment by Revolving 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 (calculated, calculated in the case of a payment 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 payment by such Issuing Lender under a Letter of Credit issued by it, such Issuing Lender shall promptly notify Administrative Agent, who shall notify each other Revolving Lender of the unreimbursed amount of such honored drawing and of such other Revolving Lender’s 's respective participation therein based on such Revolving Lender’s 's Pro Rata Share. Each Revolving Lender (other than such Issuing Lender) shall make available to Administrative Agent such Issuing Lender an amount equal to its respective participation, in Dollars and in same day funds, at the Funding and Payment Accountoffice 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 Administrative Agent and Administrative Agent shall such Issuing Lender. In the event that any Lender fails to make available to such Issuing Lender in Dollars in same day funds, at the office of such Issuing Lender on such Business Day, the aggregate amount of the participation payments so received by Administrative Agent. In the event that any Revolving Lender fails to make available to Administrative Agent 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 Revolving Lender together with interest thereon at the Federal Funds Effective 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 Administrative Agent any Lender to recover, for the benefit of Revolving Lenders, 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 such participation payments were payment was made by Revolving Lenders such Lender constituted gross negligence or willful misconduct on the part of such Issuing Lender.

Payment by Revolving 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 payment 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 payment by such Issuing Lender under a Letter of Credit issued by it, such Issuing Lender shall promptly notify Administrative Agent, who shall notify each other Revolving Lender of the unreimbursed amount of such honored drawing and of such other Revolving Lender’s 's respective participation therein based on such Revolving Lender’s 's Pro Rata Share. Each Revolving Lender (other than such Issuing Lender) shall make available to Administrative Agent such Issuing Lender an amount equal to its respective participation, in Dollars and in same day funds, at the Funding and Payment Accountoffice of such Issuing Lender specified in such notice, not later than 12:00 Noon (New York City San Francisco 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 Administrative Agent and Administrative Agent shall make available to such Issuing Lender in Dollars in same day funds, at the office of such Issuing Lender on such Business Day, the aggregate amount of the participation payments so received by Administrative AgentLender. In the event that any Revolving Lender fails to make available to Administrative Agent 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 Revolving Lender together with interest thereon at the Federal Funds Effective 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 Administrative Agent any Lender to recover, for the benefit of Revolving Lenders, 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 such participation payments were payment was made by such Revolving Lenders Lender constituted gross negligence or willful misconduct on the part of such Issuing Lender.

Payment by Revolving 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 payment 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 payment 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 Revolving Lender of the unreimbursed amount of such honored drawing and of such other Revolving Lender’s respective participation therein based on such Revolving Lender’s Pro Rata Share. Each Revolving Lender (other than such Issuing Lender) shall make available to (and Administrative Agent may apply Cash Collateral provided for this purpose) an amount equal to its respective participation, in Dollars and (based on the Dollar Equivalent amount with respect to any Letter of Credit denominated in same day fundsan Alternative Currency), in Same Day Funds, at the Funding and Payment AccountOffice, not later than 12:00 Noon (New York City time) on the first Business Day after the date notified by Administrative Agent Agent, and Administrative Agent shall make available to such Issuing Lender Lender, in Dollars in same day fundsSame Day Funds, at the office of such Issuing Lender on such Business Day, Day the aggregate amount of the participation payments so received by Administrative Agent. In the event that any Revolving Lender fails to make available to Administrative Agent 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 Federal Funds Effective Overnight Rate for three Business Days and thereafter at the Base Rate, plus any administrative, processing or similar fees customarily charged by Issuing Lender in connection with the foregoing. Nothing in this subsection 3.3C shall be deemed to prejudice the right of Administrative Agent to recover, for the benefit of Revolving Lenders, from any Issuing Lender any amounts made available 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 such participation payments were made by Revolving Lenders constituted gross negligence negligence, bad faith or willful misconduct on the part of such Issuing Lender.

Payment by Revolving 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 payment 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 payment drawing honored by such Issuing Lender under a Letter of Credit issued by it, such Issuing Lender shall promptly notify Administrative Agent, who shall notify each other Revolving Lender of the unreimbursed amount of such honored drawing and of such other Revolving Lender’s 's respective participation therein based on such Revolving Lender’s 's Pro Rata Share. Each Revolving Lender (other than such Issuing Lender) shall make available to Administrative Agent such Issuing Lender an amount equal to its respective participation, in Dollars and in same day funds, at the Funding and Payment Accountoffice of such Issuing Lender specified in such notice, not later than 12:00 Noon 1:00 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 Administrative Agent and Administrative Agent shall make available to such Issuing Lender in Dollars in same day funds, at the office of such Issuing Lender on such Business Day, the aggregate amount of the participation payments so received by Administrative AgentLender. In the event that any Revolving Lender fails to make available to Administrative Agent 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 Revolving Lender together with interest thereon at the Federal Funds Effective 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 Administrative Agent any Revolving Lender to recover, for the benefit of Revolving Lenders, 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 such participation payments were made by Revolving Lenders constituted gross negligence or willful misconduct on the part of such Issuing Lender.a

Payment by Revolving 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 payment 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 payment by such the Issuing Lender under a Letter of Credit issued by it, such the Issuing Lender shall promptly notify Administrative Agent, who shall notify each other Revolving Lender of the unreimbursed amount of such honored drawing and of such other Revolving Lender’s 's respective participation therein based on such Revolving Lender’s 's Pro Rata Share. Each Revolving Lender (other than such Issuing Lender) shall make available to Administrative Agent the Issuing Lender an amount equal to its respective participation, in Dollars and in same day funds, at the Funding and Payment Accountoffice of the Issuing Lender specified in such notice, not later than 12:00 Noon (New York City California time) on the first Business Day business day (under the laws of the jurisdiction in which such office of the Issuing Lender is located) after the date notified by Administrative Agent and Administrative Agent shall make available to such the Issuing Lender in Dollars in same day funds, at the office of such Issuing Lender on such Business Day, the aggregate amount of the participation payments so received by Administrative AgentLender. In the event that any Revolving Lender fails to make available to Administrative Agent the 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 the Issuing Lender shall be entitled to recover such amount on demand from such Revolving Lender together with interest thereon at the Federal Funds Effective rate customarily used by 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 Administrative Agent any Lender to recover, for recover from the benefit of Revolving Lenders, from any Issuing Lender any amounts made available by such Revolving 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 such participation payments were payment was made by such Revolving Lenders Lender constituted gross negligence or willful misconduct on the part of such the Issuing Lender.

Payment by Revolving Lenders. In the event that Company Borrower 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 payment 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 payment drawing honored by such the Issuing Lender under a Letter of Credit issued by it, such the Issuing Lender shall promptly notify Administrative Agent, who shall notify each other Revolving Lender of the unreimbursed amount of such honored drawing and of such other Revolving Lender’s respective participation therein based on such Revolving Lender’s Pro Rata Share. Each Revolving Lender (other than such Issuing Lender) shall make available to Administrative Agent the Issuing Lender an amount equal to its respective participation, in Dollars and in same day funds, at the Funding and Payment Accountoffice of the 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 the Issuing Lender is located) after the date notified by Administrative Agent and Administrative Agent shall make available to such the Issuing Lender in Dollars in same day funds, at the office of such Issuing Lender on such Business Day, the aggregate amount of the participation payments so received by Administrative AgentLender. In the event that any Revolving Lender fails to make available to Administrative Agent the 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 Federal Funds Effective 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 Administrative Agent any Revolving Lender to recover, for recover from the benefit of Revolving Lenders, from any Issuing Lender any amounts made available by such Revolving 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 such participation payments were payment was made by such Revolving Lenders Lender constituted gross negligence or willful misconduct on the part of such the Issuing Lender.

Payment by Revolving 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 (calculated, in the case of a payment 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 payment 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 Revolving Lender of the unreimbursed amount of such honored drawing and of such other Revolving Lender’s respective participation therein based on such Revolving Lender’s Pro Rata Share. Each Revolving Lender (other than such Issuing Lender) shall make available to Administrative Agent an amount equal to its respective participation, in Dollars and Dollars, in same day funds, at the Funding and Payment AccountOffice, not later than 12:00 Noon 1:00 p.m. (New York City Pacific time) on the first Business Day after the date notified by Administrative Agent Agent, and Administrative Agent shall make available to such Issuing Lender in Dollars Dollars, in same day funds, at the office of such Issuing Lender on such Business Day, Day the aggregate amount of the participation payments so received by Administrative Agent. In the event that any Revolving Lender fails to make available to Administrative Agent 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 Federal Funds Effective rate customarily used by 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 Administrative Agent to recover, for the benefit of Revolving Lenders, from any Issuing Lender any amounts made available 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 such participation payments were made by Revolving Lenders constituted gross negligence or willful misconduct on the part of such Issuing Lender.